##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 (Mark One)
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from  to
 Commission
file number: 000-26073
 IMMEDIATEK, INC.
 (Exact name of small business issuer as specified in its charter)
 Nevada
    
    86-0881193(State or other jurisdiction of incorporation or
    
    (IRS Employer Identification No.)organization)
 320 South Walton
Dallas, Texas 75226
 
  (214) 744-8801
 
  
  þ o
 o þ
  o þ




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##### 



IMMEDIATEK, INC.
 TABLE OF CONTENTS
 PageIntroduction
    
    
    1Forward-Looking Statements
    
    
    2Trademarks and Service Marks
    
    
    2Part I  Financial Information
    
    
    3Item 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheet at September 30, 2007 (unaudited)
    
    
    3Condensed Consolidated Statements of Operations for the three and nine months ended
September 30, 2007 (unaudited), the three months ended September 30, 2006 (unaudited),
the period from June 8, 2006 to September 30, 2006 (unaudited) and the period from
January 1, 2006 to June 7, 2006 (unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows for the three and nine months ended
September 30, 2007 (unaudited), the three months ended September 30, 2006 (unaudited),
the period from June 8, 2006 to September 30, 2006 (unaudited) and the period from
January 1, 2006 to June 7, 2006 (unaudited)
    
    
    5Notes to Condensed Consolidated Financial Statements (unaudited)
    
    
    6Item 2. Managements Discussion and Analysis or Plan of Operation
    
    
    14Item 3. Controls and Procedures
    
    
    25Part II  Other Information
    
    
    26Item 5. Other Events
    
    
    26Item 6. Exhibits
    
    
    26Signatures
    
    
    S-1Certification of Principal Executive OfficerCertification of Principal Financial OfficerCertification Required by 18 U.S.C. Section 1350
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##### Table of Contents



INTRODUCTION
 Unless the context otherwise indicates, all references in this Quarterly Report on Form 10-QSB
to the Company, Immediatek, we, us, our or ours or similar words are to Immediatek,
Inc. and its direct, wholly-owned subsidiaries, DiscLive, Inc. and IMKI Ventures, Inc.
Accordingly, there are no separate financial statements for DiscLive, Inc. and IMKI Ventures, Inc.
 Change in Control
    Reverse Stock Split
  New Basis of Accounting
 Push Down Accounting
 
    
    adjustments to our fixed assets to reflect a step-up in basis of those assets to
fair value;
    
    the recording of the fair value of our trade names, trademarks and covenants not to
compete;
    
    adjustments to historical goodwill to reflect goodwill arising from the push down
accounting adjustments;
    
    the recording of the fair value of assets held for sale;
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
    
    a decrease in additional paid-in capital from these adjustments; and
    
    elimination of the accumulated deficit.
  
    
    an increase in net operating loss due to a higher level of depreciation from the
increase in the depreciable basis of fixed assets; and
    
    an increase in net operating loss due to a higher level of amortization related to
the increase in the amortizable basis of intangible assets.
   
 
 FORWARD-LOOKING STATEMENTS
  
    
    our inability to continue as a going concern;
    
    our history of losses, which are likely to continue;
    
    our inability to utilize the funds received in a manner that is accretive;
    
    an inability to generate sufficient funds from operations to fund operating
activities;
    
    our inability to locate lines of business to acquire or, if acquired, to integrate
them;
    
    our growth and acquisition strategy;
    
    dependence on third-party contractors and third-party platforms and websites; and
    
    changes in conditions affecting the economy generally.
  
 
 TRADEMARKS AND SERVICE MARKS
  2




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements.
 Immediatek,
Inc.
 
 Condensed Consolidated Balance Sheet
 September 30, 2007(unaudited)AssetsCurrent assets:Cash
    
    $
    750,155Accounts receivable
    
    
    134Prepaid expenses and other current assets
    
    
    3,975Total current assets
    
    
    754,264Fixed assets, net
    
    
    76,050Assets held for sale
    
    
    6,386Intangible assets
    
    
    94,150Total Assets
    
    $
    930,850Liabilities and Stockholders DeficitCurrent liabilities:Accounts
payable (includes $40,108 due to a related party)
    
    $
    64,922Accrued liabilities
    
    
    3,209Total current liabilities
    
    
    68,131Series A convertible preferred stock (conditionally redeemable); $0.001 par
value,
4,392,286 authorized, issued and outstanding at September 30, 2007;
redemption/liquidation preference of $0.68 per share
    
    
    3,000,000Stockholders deficit:Common stock, $0.001 par value, 500,000,000 shares
authorized, 535,321 shares issued and outstanding at September 30, 2007
    
    
    535Additional paid in capital
    
    
    68,602Accumulated deficit
    
    
    (2,206,418
    )Total stockholders deficit
    
    
    (2,137,281
    )Total Liabilities, Preferred Stock and Stockholders Deficit
    
    $
    930,850
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Immediatek, Inc.
 
 Condensed Consolidated Statements of Operations
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)(see Note 3)Successor
    
    
    
    PredecessorSuccessor
    
    
    Successor
    
    
    Successor
    
    
    June 8 - September 30
    
    
    
    January 1 - June 7Revenues
    
    $
    2,610
    
    
    $
    7,235
    
    
    $
    21,167
    
    
    $
    26,975
    
    
    
    $
    19,451Cost of sales
    
    
    1,510
    
    
    
    12,709
    
    
    
    21,661
    
    
    
    20,181
    
    
    
    
    43,584Gross margin (loss)
    
    
    1,100
    
    
    
    (5,474
    )
    
    
    (494
    )
    
    
    6,794
    
    
    
    
    (24,133
    )Expenses:General and administrative expenses
    
    
    7,204
    
    
    
    15,322
    
    
    
    24,114
    
    
    
    20,781
    
    
    
    
    34,903Consulting services
    
    
    1,738
    
    
    
    5,995
    
    
    
    6,064
    
    
    
    5,995
    
    
    
    
    Consulting services  related party
    
    
    40,108
    
    
    
    
    
    
    
    40,108
    
    
    
    
    
    
    
    
    Non-cash consulting services  related party
    
    
    10,500
    
    
    
    
    
    
    
    31,500
    
    
    
    
    
    
    
    
    Professional fees
    
    
    45,463
    
    
    
    35,547
    
    
    
    142,160
    
    
    
    55,806
    
    
    
    
    328,347Salaries and benefits
    
    
    6,214
    
    
    
    67,227
    
    
    
    109,238
    
    
    
    98,752
    
    
    
    
    89,130Non-cash stock compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,410Depreciation and amortization
    
    
    8,594
    
    
    
    12,624
    
    
    
    33,332
    
    
    
    15,491
    
    
    
    
    2,755(Gain) loss on sale of assets held for sale
    
    
    (221
    )
    
    
    
    
    
    
    2,950
    
    
    
    
    
    
    
    
    (Gain) loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (69,219
    )
    
    
    
    43,056Change in estimate of payroll tax liability
    
    
    
    
    
    
    
    
    
    
    (159,994
    )
    
    
    
    
    
    
    
    Impairment of goodwill and intangibles
    
    
    
    
    
    
    
    
    
    
    1,792,570
    
    
    
    
    
    
    
    
    Impairment of fixed assets
    
    
    
    
    
    
    
    
    
    
    20,324
    
    
    
    
    
    
    
    
    Settlement
of dispute
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    
    
    
    
    
    Gain on settlement of accounts payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (140,525
    )Total expenses
    
    
    119,600
    
    
    
    136,715
    
    
    
    2,064,366
    
    
    
    127,606
    
    
    
    
    361,076Net operating loss
    
    
    (118,500
    )
    
    
    (142,189
    )
    
    
    (2,064,860
    )
    
    
    (120,812
    )
    
    
    
    (385,209
    )Other income (expense)Other income  related party
    
    
    
    
    
    
    
    
    
    
    5,839
    
    
    
    
    
    
    
    
    Interest income (expense)
    
    
    6,285
    
    
    
    1,838
    
    
    
    21,599
    
    
    
    1,839
    
    
    
    
    (73,276
    )Net loss
    
    $
    (112,215
    )
    
    $
    (140,351
    )
    
    $
    (2,037,422
    )
    
    $
    (118,973
    )
    
    
    $
    (458,485
    )Deemed dividend related to beneficial
conversion feature on Series A convertible
preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,000,000
    )
    
    
    
    Net loss attributable to common stockholders
    
    $
    (112,215
    )
    
    $
    (140,351
    )
    
    $
    (2,037,422
    )
    
    $
    (3,118,973
    )
    
    
    $
    (458,485
    )Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    494,540
    
    
    
    474,807
    
    
    
    481,457
    
    
    
    394,877
    
    
    
    
    394,877Basic and diluted loss per share attributable
to common stockholders
    
    $
    (0.23
    )
    
    $
    (0.30
    )
    
    $
    (4.23
    )
    
    $
    (7.90
    )
    
    
    $
    (1.16
    )
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Immediatek, Inc.
 
 Condensed Consolidated Statements of Cash Flow
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)(see Note 3)Successor
    
    
    
    PredecessorSuccessor
    
    
    Successor
    
    
    Successor
    
    
    June 8 - September 30
    
    
    
    January 1 - June 7Cash flows from operating activities:Net loss
    
    $
    (112,215
    )
    
    $
    (140,351
    )
    
    $
    (2,037,422
    )
    
    $
    (118,973
    )
    
    
    $
    (458,485
    )Depreciation and amortization
    
    
    8,594
    
    
    
    12,624
    
    
    
    33,332
    
    
    
    15,491
    
    
    
    
    2,755Non-cash interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,353Non-cash stock compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,410Non-cash consulting services  related party
    
    
    10,500
    
    
    
    
    
    
    
    31,500
    
    
    
    
    
    
    
    
    (Gain) loss on sale of assets held for sale
    
    
    (221
    )
    
    
    
    
    
    
    2,950
    
    
    
    
    
    
    
    
    (Gain) loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (69,219
    )
    
    
    
    43,056Change in estimate of payroll tax liability
    
    
    
    
    
    
    
    
    
    
    (159,994
    )
    
    
    
    
    
    
    
    Impairment of goodwill and intangibles
    
    
    
    
    
    
    
    
    
    
    1,792,570
    
    
    
    
    
    
    
    
    Impairment of fixed assets
    
    
    
    
    
    
    
    
    
    
    20,324
    
    
    
    
    
    
    
    
    Adjustments to reconcile net loss to net
cash used in operating activities:Accounts receivable
    
    
    4,016
    
    
    
    2,817
    
    
    
    6,543
    
    
    
    2,672
    
    
    
    
    (4,000
    )Prepaid expenses and other current assets
    
    
    (3,425
    )
    
    
    3,415
    
    
    
    (560
    )
    
    
    28,315
    
    
    
    
    (26,000
    )Accounts payable
    
    
    54,206
    
    
    
    (415,144
    )
    
    
    43,370
    
    
    
    (549,204
    )
    
    
    
    61,233Accrued liabilities
    
    
    (70,009
    )
    
    
    (12,382
    )
    
    
    (31,468
    )
    
    
    (209,017
    )
    
    
    
    17,267Accrued interest
    
    
    
    
    
    
    (124
    )
    
    
    
    
    
    
    (124
    )
    
    
    
    47,895Net cash used in operating activities
    
    
    (108,554
    )
    
    
    (549,145
    )
    
    
    (298,855
    )
    
    
    (900,059
    )
    
    
    
    (300,516
    )Cash flows from investing activities:Purchase of fixed assets
    
    
    
    
    
    
    (22,645
    )
    
    
    (3,549
    )
    
    
    (22,645
    )
    
    
    
    (2,476
    )Net cash used in investing activities
    
    
    
    
    
    
    (22,645
    )
    
    
    (3,549
    )
    
    
    (22,645
    )
    
    
    
    (2,476
    )Cash flows from financing activities:Cash overdraft
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,951Payments on notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (528,149
    )
    
    
    
    (18,606
    )Proceeds from notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    347,000Proceeds from issuance of Series A convertible
preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,653,000
    
    
    
    
    Net cash provided by financing activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,124,851
    
    
    
    
    331,345Net (decrease) increase in cash
    
    
    (108,554
    )
    
    
    (571,790
    )
    
    
    (302,404
    )
    
    
    1,202,147
    
    
    
    
    28,353Cash  beginning
    
    
    858,709
    
    
    
    1,802,290
    
    
    
    1,052,559
    
    
    
    28,353
    
    
    
    
    Cash  ending
    
    $
    750,155
    
    
    $
    1,230,500
    
    
    $
    750,155
    
    
    $
    1,230,500
    
    
    
    $
    28,353Supplemental disclosures:Number of shares issued for purchase of fixed
and intangible assets
    
    
    60,514
    
    
    
    
    
    
    
    60,514
    
    
    
    
    
    
    
    
    Value of shares issued for purchase of fixed
and intangible assets
    
    $
    151,285
    
    
    $
    
    
    
    $
    151,285
    
    
    $
    
    
    
    
    $
    Number of shares issued for settlement/termination
of agreements
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    108,662Value of shares issued for settlement/termination
of agreements
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    $
    1,521,268Number of shares issued for conversion of notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    42,040Value of shares issued for conversion of notes payable
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    
    $
    636,640
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IMMEDIATEK, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 SEPTEMBER 30, 2007
 (Unaudited)
 NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PROCEDURES
 Description of Business:
  Push Down Accounting: See
 Going Concern: See
 See
 Basis of Presentation:
  
    
    the three and nine months ended September 30, 2007;
    
    the three months ended September 30, 2006;
    
    the period from June 8, 2006 to September 30, 2006; and
    
    the period from January 1, 2006 to June 7, 2006,
  6




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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
SEPTEMBER 30, 2007
(Unaudited)
  Management Estimates and Significant Risks and Uncertainties:
  
    
    inability to continue as a going concern;
    
    history of losses, which are likely to continue;
    
    inability to utilize the funds received in a manner that is accretive;
    
    inability to generate sufficient funds from operations to fund operating activities;
    
    inability to locate lines of business to acquire or, if acquired, to integrate them;
    
    growth and acquisition strategy;
    
    dependence on third-party contractors and third-party platforms and websites; and
    
    changes in conditions affecting the economy generally.
 Business Segments:
 Cash and Cash Equivalents:
 Fair Value of Financial Instruments:
 Fixed Assets: See
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
SEPTEMBER 30, 2007
(Unaudited)
 Estimated Remaining
    
    Accumulated
    
    
    Net Book Value atCost
    
    
    Useful Lives
    
    Depreciation
    
    
    September 30, 2007Equipment
    
    $
    6,386
    
    
    Held for Sale
    
    $
    
    
    
    $
    6,386Computer equipment
    
    $
    26,721
    
    
    0.4 years
    
    $
    16,982
    
    
    $
    9,739Recording equipment
    
    
    81,944
    
    
    4 years
    
    
    21,750
    
    
    
    60,194Office furniture and equipment
    
    
    9,434
    
    
    2 years
    
    
    3,317
    
    
    
    6,117Total fixed assets
    
    $
    118,099
    
    
    
    
    $
    42,049
    
    
    $
    76,050
  Intangible Assets:
 Impairment of Long-Lived Assets:
 Revenue Recognition:
  Stock-Based Compensation:
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
SEPTEMBER 30, 2007
(Unaudited)
 Net Loss per Share:
 Comprehensive Loss:
 Income Taxes:
  Recently Adopted Accounting Pronouncements: Accounting for Uncertainty in Income Taxesan interpretation of FASB
Statement No. 109. Accounting for Income Taxes
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities Including an amendment of FASB Statement No. 115
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
SEPTEMBER 30, 2007
(Unaudited)
 NOTE 2  CHANGE IN CONTROL
  See
 NOTE 3  NEW BASIS OF ACCOUNTING
  
    
    adjustments to the Companys fixed assets to reflect a step-up in basis of those
assets to fair value;
    
    the recording of the fair value of the Companys trade names, trademarks and
covenants not to compete;
    
    adjustments to historical goodwill to reflect goodwill arising from the push down
accounting adjustments;
    
    the recording of the fair value of assets held for sale;
    
    a decrease in additional paid-in capital from these adjustments; and
    
    elimination of the accumulated deficit.
  
    
    an increase in net operating loss due to a higher level of depreciation from the
increase in the depreciable basis of fixed assets; and
    
    an increase in net operating loss due to a higher level of amortization related to
the increase in the amortizable basis of intangible assets.
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
SEPTEMBER 30, 2007
(Unaudited)
 NOTE 4  GOING CONCERN
     NOTE 5  ACQUISTION OF ASSETS
  
    
    an e-commerce website under development and its related databases, domain names
and applications;
    
    computer hardware, which includes two servers; and
    
    computer software.
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
SEPTEMBER 30, 2007
(Unaudited)
  NOTE 6  STOCKHOLDERS DEFICIT
  See
 NOTE 7  STOCK OPTIONS
  Number of Shares
    
    
    WeightedUnderlying Stock
    
    
    AverageOptions
    
    
    Exercise PriceBalance, January 1, 2007
    
    
    1,625
    
    
    $
    15.00Stock options granted
    
    
    
    
    
    
    Stock options expired
    
    
    
    
    
    
    Stock options exercised
    
    
    
    
    
    
    Balance, September 30, 2007
    
    
    1,625
    
    
    $
    15.00Exercisable, September 30, 2007
    
    
    1,625
    
    
    $
    15.00
 Shares UnderlyingShares Underlying Options Outstanding
    
    Options ExercisableWeightedShares
    
    Average
    
    Weighted
    
    Shares
    
    WeightedUnderlying
    
    Remaining
    
    Average
    
    Underlying
    
    AverageRange of
    
    Options
    
    Contractual
    
    Exercise
    
    Options
    
    ExerciseDate
    
    Exercise Prices
    
    Outstanding
    
    Life
    
    Price
    
    Exercisable
    
    PriceSeptember 30, 2007
    
    $
    15.00
    
    
    
    1,625
    
    
    0.7 years
    
    $
    15.00
    
    
    
    1,625
    
    
    $
    15.00
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IMMEDIATEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  CONTINUED
SEPTEMBER 30, 2007
(Unaudited)
 NOTE 8  ACCRUED LIABILITIES
  NOTE 9  RELATED PARTY TRANSACTIONS
 Asset Purchase Agreement: See
 Services Agreement:
 NOTE 10  SUBSEQUENT EVENTS
 DiscLive:
 Radical Buy:
 13




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##### Table of Contents



Item 2. Managements Discussion and Analysis or Plan of Operation
 Overview
   
    
    Recent Developments  a description of important events that have recently
occurred.
    
    Our Business  a general description of our business, our objectives, our areas of
focus and challenges and risks facing us.
    
    Critical Accounting Policies and Estimates  a discussion of accounting policies
that require critical judgments and estimates.
    
    Recent Accounting Standards and Pronouncements  a discussion of recently adopted
accounting standards and pronouncements applicable to us.
    
    Operations Review  an analysis of our condensed consolidated results of operations
for the periods presented in this Quarterly Report on Form 10-QSB.
    
    Liquidity, Capital Resources and Financial Position  an analysis of our cash flows
and debt and contractual obligations; and an overview of our financial position.
 Recent Developments
 See
 See
 Our Business
 General Overview
   14




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##### Table of Contents



History of Losses
  For the Three Months Ended
    
    For the Nine Months EndedSeptember 30,
    
    September 30,2007
    
    2006
    
    2007
    
    2006(unaudited)
    
    (unaudited)
    
    (unaudited)
    
    (unaudited)(see Note 3)Successor
    
    
    PredecessorSuccessor
    
    Successor
    
    Successor
    
    June 8 - September 30
    
    
    January 1 - June 7Net loss
    
    $
    (112,215
    )
    
    $
    (140,351
    )
    
    $
    (2,037,422
    )
    
    $
    (118,973
    )
    
    
    $
    (458,485
    )Net cash used in operating activities
    
    $
    (108,554
    )
    
    $
    (549,145
    )
    
    $
    (298,855
    )
    
    $
    (900,059
    )
    
    
    $
    (300,516
    )
   See
 Our Objectives
  Areas of Focus
 Radical Buy  Successful Roll-Out and Improvements
 15




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##### Table of Contents



Radical Buy- Increase Users and Transactions
 Acquisitions
 Challenges and Risks
  Utilizing Funds on Hand in a Manner that is Accretive
 Dependence on Third-Party Platforms
 Growing Users and Listed Items
 Competition
   Critical Accounting Policies and Estimates
  
    
    Recoverability of Non-Current Assets. We have certain non-current assets.
Management considers the useful life of the assets on an annual basis, or more
periodically as circumstances dictate, and assesses whether or not there is an
impairment.  An assessment of recoverability involves comparing the carrying value of
the asset with its recoverable amount, typically the estimated future cash flows
expected to result from the use of the assets, including cash flows from disposition. 
If the expected cash flows from a non-current asset were determined to be less
 16




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##### Table of Contents



than its carrying value, an impairment would be charged to the income statement.
During the nine months ended September 30, 2007, we recorded an impairment charge for
fixed and intangible assets of $20,324 and $27,077, respectively.
 
    
    Goodwill.  Management evaluates goodwill for impairment on an annual basis, or more
frequently if events occur that provide indications of impairment.  If indicators of
potential impairment exist, we perform a review to determine if the carrying value of
the recorded goodwill is impaired.  The first step of this process is to identify
potential goodwill impairment by comparing the fair value of the single reporting unit
to its carrying value.  We estimate fair value using the discounted cash flows
method.  If the carrying value is less than the fair value, we would complete step two
in the impairment review process, which measures the amount of goodwill impairment. 
We test the reasonableness of the inputs and outcomes of the discounted cash flow
analysis. During the nine months ended September 30, 2007, we fully impaired goodwill
and recorded an impairment charge for goodwill of $1,765,493.
    
    Convertible Securities.From time to time, we have issued, and in the future may
issue, convertible securities with beneficial conversion features. We account for
these convertible securities in accordance with Emerging Issues Task Force Issue 98-5,
Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios(EITF 98-5) and EITF 00-27, Application of
Issue No. 98-5 to Certain Convertible Instruments.
    
    New Basis of Accounting.  In accordance with Emerging Issues Task Force Issue No.
D-97, Push Down Accounting, as a result of the change in control of us that occurred
on June 8, 2006, we applied push down accounting, which requires that the
proportionate basis of the assets acquired and liabilities assumed be pushed down to
us based upon their estimated fair market values. We made estimates and judgments in
determining the fair value of the acquired assets and liabilities.  We based our
determination on independent appraisal reports, as well as our internal judgments
based upon the existing facts and circumstances. If we were to use different
judgments or assumptions, the amounts assigned to the individual assets or liabilities
could be materially different.
    
    Revenue Recognition.DiscLive primarily delivered products sold by it through
shipment to the customer. Revenue was recognized upon shipment of the product to the
customer. A smaller percentage of revenues were recognized at the point of sale at
the event being recorded. Certain customers purchased and accepted hand delivery of
the product on-site at the event. Pursuant to ETIF 00-10, Accounting for Shipping and
Handling Fees and Costs, we include all shipping and handling fees charged to our
customers in gross revenue. All actual costs incurred by us for shipping and handling
are immaterial in nature and are included as direct costs of revenue.With respect to Radical Buy, revenues will be recognized when evidence of an
arrangement exists, the fee is fixed and determinable, no significant obligation
remains and collection of the receivable is reasonably assured. Radical Buy will
generate transaction revenues from final value and feature fees. Feature fee revenues
will be recognized ratably over the estimated period of the feature, while revenues
related to final value fees will be recognized at the time that the transaction is
successfully concluded. A transaction will be considered successfully concluded when
at least one buyer has offered to purchase the item. As of November 1, 2007, there
have been no revenues generated by Radical Buy.
  Recent Accounting Standards and Pronouncements
  17




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##### Table of Contents



Operations Review
  Three Months Ended September 30, 2007 Compared to the Three Months Ended September 30,
2006
 For the Three Months EndedSeptember 30,
    
    
    2007 vs 20062007
    
    
    2006
    
    
    Change
    
    
    % Change(unaudited)
    
    
    (unaudited)Successor
    
    
    SuccessorRevenues
    
    $
    2,610
    
    
    $
    7,235
    
    
    $
    (4,625
    )
    
    
    (64
    )%Cost of sales
    
    
    1,510
    
    
    
    12,709
    
    
    
    (11,199
    )
    
    
    (88
    )Gross margin (loss)
    
    
    1,100
    
    
    
    (5,474
    )
    
    
    6,574
    
    
    
    120Gross margin (loss) percentage
    
    
    42
    %
    
    
    (76
    )%General and administrative expenses
    
    
    7,204
    
    
    
    15,322
    
    
    
    (8,118
    )
    
    
    (53
    )Consulting services
    
    
    1,738
    
    
    
    5,995
    
    
    
    (4,257
    )
    
    
    (71
    )Consulting services  related party
    
    
    40,108
    
    
    
    
    
    
    
    40,108
    
    
    
    100Non-cash consulting services  related party
    
    
    10,500
    
    
    
    
    
    
    
    10,500
    
    
    
    100Professional fees
    
    
    45,463
    
    
    
    35,547
    
    
    
    9,916
    
    
    
    28Salaries and benefits
    
    
    6,214
    
    
    
    67,227
    
    
    
    (61,013
    )
    
    
    (91
    )Depreciation and amortization
    
    
    8,594
    
    
    
    12,624
    
    
    
    (4,030
    )
    
    
    (32
    )Loss on sale of assets held for sale
    
    
    (221
    )
    
    
    
    
    
    
    221
    
    
    
    100Net operating loss
    
    
    (118,500
    )
    
    
    (142,189
    )
    
    
    (23,689
    )
    
    
    (17
    )Interest income
    
    
    6,285
    
    
    
    1,838
    
    
    
    4,447
    
    
    
    242Net loss
    
    $
    (112,215
    )
    
    $
    (140,351
    )
    
    $
    (28,136
    )
    
    
    (20
    )%Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    494,540
    
    
    
    474,807
    
    
    
    19,733
    
    
    
    4
    %Basic and diluted loss per share attributable
to common stockholders
    
    $
    (0.23
    )
    
    $
    (0.30
    )
    
    
    (0.07
    )
    
    
    (23
    )%
 Revenues
  Cost of sales
 18




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##### Table of Contents



General and administrative expenses
  Consulting services.
 Consulting services  related party
 Non-cash consulting services  related party.
 Professional fees
  Salaries and benefits
 Depreciation and amortization.
 Loss on sale of assets held for sale
 19




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Interest income
 Nine Months Ended September 30, 2007 Compared to the Nine Months Ended September 30, 2006
 For the Nine Months EndedSeptember 30,2007
    
    
    2006(unaudited)
    
    
    (unaudited)(see Note 3)Successor
    
    
    
    Predecessor
    
    
    2007 vs 2006Successor
    
    
    June 8 - September 30
    
    
    
    January 1 - June 7
    
    
    Change
    
    
    % ChangeRevenues
    
    $
    21,167
    
    
    $
    26,975
    
    
    
    $
    19,451
    
    
    $
    (25,259
    )
    
    
    (54
    )%Cost of sales
    
    
    21,661
    
    
    
    20,181
    
    
    
    
    43,584
    
    
    
    (42,104
    )
    
    
    (66
    )Gross (loss) margin
    
    
    (494
    )
    
    
    6,794
    
    
    
    
    (24,133
    )
    
    
    16,845
    
    
    
    97Gross (loss) margin percentage
    
    
    (2
    )%
    
    
    25
    %
    
    
    
    (124
    )%General and administrative expenses
    
    
    24,114
    
    
    
    20,781
    
    
    
    
    34,903
    
    
    
    (31,570
    )
    
    
    (57
    )Consulting services
    
    
    6,064
    
    
    
    5,995
    
    
    
    
    
    
    
    
    69
    
    
    
    1Consulting services  related party
    
    
    40,108
    
    
    
    
    
    
    
    
    
    
    
    
    40,108
    
    
    
    100Non-cash consulting services  related party
    
    
    31,500
    
    
    
    
    
    
    
    
    
    
    
    
    31,500
    
    
    
    100Professional fees
    
    
    142,160
    
    
    
    55,806
    
    
    
    
    328,347
    
    
    
    (241,993
    )
    
    
    (63
    )Salaries and benefits
    
    
    109,238
    
    
    
    98,752
    
    
    
    
    89,130
    
    
    
    (78,644
    )
    
    
    (42
    )Non-cash stock compensation
    
    
    
    
    
    
    
    
    
    
    
    3,410
    
    
    
    (3,410
    )
    
    
    (100
    )Depreciation and amortization
    
    
    33,332
    
    
    
    15,491
    
    
    
    
    2,755
    
    
    
    15,086
    
    
    
    83Loss on sale of assets held for sale
    
    
    2,950
    
    
    
    
    
    
    
    
    
    
    
    
    2,950
    
    
    
    100(Gain) loss on extinguishment of debt
    
    
    
    
    
    
    (69,219
    )
    
    
    
    43,056
    
    
    
    (26,163
    )
    
    
    (100
    )Change in estimate of payroll tax liability
    
    
    (159,994
    )
    
    
    
    
    
    
    
    
    
    
    
    159,994
    
    
    
    100Impairment of goodwill and intangibles
    
    
    1,792,570
    
    
    
    
    
    
    
    
    
    
    
    
    1,792,570
    
    
    
    100Impairment of fixed assets
    
    
    20,324
    
    
    
    
    
    
    
    
    
    
    
    
    20,324
    
    
    
    100Settlement
of dispute
    
    
    22,000
    
    
    
    
    
    
    
    
    
    
    
    
    22,000
    
    
    
    100Gain on settlement of accounts payable
    
    
    
    
    
    
    
    
    
    
    
    (140,525
    )
    
    
    (140,525
    )
    
    
    (100
    )Net operating loss
    
    
    (2,064,860
    )
    
    
    (120,812
    )
    
    
    
    (385,209
    )
    
    
    1,558,839
    
    
    
    308Other income
- related party
    
    
    5,839
    
    
    
    
    
    
    
    
    
    
    
    
    5,839
    
    
    
    100Interest income (expense)
    
    
    21,599
    
    
    
    1,839
    
    
    
    
    (73,276
    )
    
    
    93,036
    
    
    
    130Net loss
    
    $
    (2,037,422
    )
    
    $
    (118,973
    )
    
    
    $
    (458,485
    )
    
    
    1,459,964
    
    
    
    253
    %Deemed dividend related to beneficial
conversion feature on Series A convertible
preferred stock
    
    
    
    
    
    
    (3,000,000
    )
    
    
    
    
    
    
    
    (3,000,000
    )
    
    
    (100
    )%Net loss attributable to common stockholders
    
    $
    (2,037,422
    )
    
    $
    (3,118,973
    )
    
    
    $
    (458,485
    )
    
    $
    (1,540,036
    )
    
    
    (43
    )%Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    481,457
    
    
    
    388,140
    
    
    
    
    388,140
    
    
    
    93,317
    
    
    
    24
    %Basic and diluted loss per share attributable
to common stockholders
    
    $
    (4.23
    )
    
    $
    (8.04
    )
    
    
    $
    (1.18
    )
    
    $
    (4.99
    )
    
    
    (54
    )%
 Revenues
  Cost of sales
 20




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##### Table of Contents



General and administrative expenses
  Consulting services.
 Consulting services  related party
 Non-cash consulting services  related party
 Professional fees
  Salaries and benefits
 Non-cash stock compensation
 21




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Depreciation and amortization.
 Loss on sale of assets held for sale
 (Gain) loss on extinguishment of debt
 Change in estimate of payroll tax liability
 Impairment of goodwill and intangibles.
 Impairment of fixed assets
 Settlement
of dispute
 Gain on settlement of accounts payable.
 Other income  related party.
 Interest income (expense), net
 Deemed dividend related to beneficial conversion feature on Series A convertible preferred
stock.
 22




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Liquidity and Capital Resources and Financial Position
 General
     Operating Activities .
  Investing Activities .
 23




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##### Table of Contents



Financing Activities
 Indebtedness
  Contractual Obligations and Commercial Commitments
  Payments due by periodContractual Obligations
    
    Total
    
    
    Less than 1 year
    
    
    1-3 years
    
    
    3-5 yearsManagement Services Agreement (a)
    
    $
    52,500
    
    
    $
    42,000
    
    
    $
    10,500
    
    
    $
    
    
    
    $
    Services Agreement (b)
    
    $
    106,000
    
    
    $
    106,000Sublease
    
    $
    4,500
    
    
    $
    4,500
    
    
    $
    
    
    
    $
    
    
    
    $
    Total:
    
    $
    163,000
    
    
    $
    152,500
    
    
    $
    10,500
    
    
    $
    
    
    
    $
    
 
 (a)
    
    On February 23, 2007, but effective as of January 1, 2007, we entered into a Management
Services Agreement with Radical Incubation LP, an affiliate of Radical Holdings LP. Pursuant
to this Management Services Agreement, personnel of Radical Incubation LP provide certain
management services to us, including, among others, legal, financial, marketing and
technology. These services are provided to us at a cost of $3,500 per month; however, we are
not required to pay these fees and, because the entity providing these services is related
through common ownership, we account for these costs of services as a deemed contribution to
us. The Management Services Agreement continues in effect until the earlier of December 31,
2009 and the date on which Radical Holdings LP, its successors or their respective affiliates
shall cease to beneficially own, directly or indirectly, at least twenty percent (20%) of the
then outstanding voting power of us or our successors.(b)
    
    On September 1, 2007, we entered into a Services Agreement with Radical Incubation LP, an
affiliate of Radical Holdings LP. Pursuant to this Services Agreement, personnel of Radical
Incubation LP are assisting us in developing, servicing, improving and operating Radical Buy.
These services are provided to us at a cost of $53,000 per month, prorated on a daily basis
for any partial month. This agreement continues until October 31, 2007; provided, however, we
have the right, but not the obligation, to extend the term of the agreement until November 30,
2007 upon advance written notice to Radical Incubation LP. As of October 25, 2007, we have
elected to extend this agreement. This agreement may be terminated upon three (3) days prior
written notice by either party. Liquidity
  24




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Item 3. Controls and Procedures
  Changes in Internal Controls
  Limitations on the Effectiveness of Controls
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PART II  OTHER INFORMATION
 
 Item 5. Other Events.
  
 Item 6. Exhibits.
  ExhibitNumber
    
    Description of Exhibit31.1
    
    Certification of Principal Executive Officer pursuant to
Rule 13a-14(a) of the Securities Exchange Act.31.2
    
    Certification of Principal Financial Officer pursuant to
Rule 13a-14(a) of the Securities Exchange Act.32.1
    
    Certification Required by 18 U.S.C. Section 1350 (as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
 26




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SIGNATURES
  Date:  November 13, 2007
    IMMEDIATEK, INC.,
a Nevada corporationBy:
    /s/ DARIN DIVINIAName:
    Darin DiviniaTitle:
    Chief Executive Officer
(On behalf of the Registrant and as Principal Executive Officer) S-1




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INDEX TO EXHIBITS
 ExhibitNumber
    
    Description of Exhibit31.1
    
    Certification of Principal Executive Officer pursuant to
Rule 13a-14(a) of the Securities Exchange Act.31.2
    
    Certification of Principal Financial Officer pursuant to
Rule 13a-14(a) of the Securities Exchange Act.32.1
    
    Certification Required by 18 U.S.C. Section 1350 (as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).