##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from  to
 Commission file number: 000-26073
 IMMEDIATEK, INC.
  Nevada
    
    86-0881193(State or other jurisdiction of incorporation or
    
    (IRS Employer Identification No.)organization)8600 Freeport Parkway, Suite 220Irving, Texas
    
    75063(Address of principal executive offices)
    
    (Zip code)
 (888) 661-6565  (Issuers telephone number, including area code)
 (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



IMMEDIATEK, INC.
 TABLE OF CONTENTS
 PageIntroduction
    
    
    1Trademarks and Service Marks
    
    
    1Market and Industry Data and Forecasts
    
    
    1Forward-Looking Statements
    
    
    1Part I  Unaudited Financial Information
    
    
    3Item 1. Unaudited Financial Statements
    
    
    3Unaudited Condensed Consolidated Balance Sheets at September 30, 2010 and December 31, 2009
    
    
    3Unaudited Condensed Consolidated Statements of Operations for the three months
and nine months ended September 30, 2010 and 2009
    
    
    4Unaudited Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 2010 and 2009
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    19Part II  Other Information
    
    
    20Item 6. Exhibits
    
    
    20Signatures
    
    
    S-1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



INTRODUCTION
  
 TRADEMARKS AND SERVICE MARKS
  
 MARKET AND INDUSTRY DATA AND FORECASTS
  
 FORWARD-LOOKING STATEMENTS
  
    
    our inability to continue as a going concern;
    
    our history of losses, which may continue;
    
    our inability to utilize the funds received in a manner that is accretive;
    
    our inability to generate sufficient funds from operating activities to fund
operations;
    
    difficulties in developing and marketing new products;
  1




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
    
    inability to integrate our recently acquired Officeware business;
    
    inability to execute our growth and acquisition strategy;
    
    dependence on third-party contractors, platforms, software, websites, and
technologies used in the creation and maintenance of the FilesAnywhere service; and
    
    general economic conditions, including among others, the pronounced recession,
rising unemployment and major bank failures and unsettled capital markets.
    2




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##### Table of Contents



PART I  UNAUDITED FINANCIAL INFORMATION
 
 Item 1.
    
    Unaudited Financial Statements.
 Immediatek, Inc.
 
 Unaudited Condensed Consolidated Balance Sheets
 September 30,
    
    
    December 31,2010
    
    
    2009AssetsCurrent assets:Cash
    
    $
    2,413,714
    
    
    $
    278,795Accounts receivable, net
    
    
    180,150
    
    
    
    3,609Prepaid expenses and other current assets
    
    
    97,165
    
    
    
    7,940Total current assets
    
    
    2,691,029
    
    
    
    290,344Fixed assets, net
    
    
    486,685
    
    
    
    3,872Intangible assets, net
    
    
    1,573,878
    
    
    
    Goodwill
    
    
    766,532
    
    
    
    Other assets
    
    
    4,784
    
    
    
    Total Assets
    
    $
    5,522,908
    
    
    $
    294,216Liabilities and Stockholders Equity (Deficit)Current liabilities:Accounts payable
    
    $
    56,807
    
    
    $
    14,261Accrued liabilities
    
    
    108,257
    
    
    
    26,043Deferred revenue
    
    
    688,333
    
    
    
    Current portion of capital lease obligations
    
    
    49,349
    
    
    
    Note payable- related party
    
    
    772,500
    
    
    
    750,000Total current liabilities
    
    
    1,675,246
    
    
    
    790,304Capital lease obligations
    
    
    25,414
    
    
    
    Total liabilities
    
    
    1,700,660
    
    
    
    790,304Series A convertible preferred stock (conditionally redeemable); $0.001 par value
4,392,286 authorized, issued and outstanding at September 30, 2010 and
December 31, 2009; redemption/liquidation preference of $3,000,000
    
    
    3,000,000
    
    
    
    3,000,000Series B convertible preferred stock (conditionally redeemable); $0.001 par value
69,726 authorized, issued and outstanding at September 30, 2010 and
December 31, 2009; redemption/liquidation preference of $500,000
    
    
    500,000
    
    
    
    500,000Stockholders equity (deficit):Common stock, $0.001 par value, 500,000,000 shares authorized and 15,865,641
and 535,321 shares issued and outstanding at September 30, 2010
and December 31, 2009, respectively
    
    
    15,865
    
    
    
    535Additional paid in capital
    
    
    5,179,272
    
    
    
    163,102Accumulated deficit
    
    
    (4,872,889
    )
    
    
    (4,159,725
    )Total stockholders equity (deficit)
    
    
    322,248
    
    
    
    (3,996,088
    )Total Liabilities, Preferred
Stock and Stockholders Equity
(Deficit)
    
    $
    5,522,908
    
    
    $
    294,216
   3




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Immediatek, Inc.
 
 Unaudited Condensed Consolidated Statements of Operations
 For the Three Months Ended
    
    
    For the Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues
    
    $
    705,774
    
    
    $
    45
    
    
    $
    1,388,671
    
    
    $
    347Cost of revenues
    
    
    (150,980
    )
    
    
    
    
    
    
    (317,641
    )
    
    
    Gross margin
    
    
    554,794
    
    
    
    45
    
    
    
    1,071,030
    
    
    
    347Expenses:Research and development
    
    
    292,423
    
    
    
    96,846
    
    
    
    665,992
    
    
    
    302,496Sales and marketing
    
    
    112,908
    
    
    
    
    
    
    
    187,337
    
    
    
    General and administrative
    
    
    379,512
    
    
    
    85,019
    
    
    
    939,842
    
    
    
    285,408Total expenses
    
    
    784,843
    
    
    
    181,865
    
    
    
    1,793,171
    
    
    
    587,904Net operating loss
    
    
    (230,049
    )
    
    
    (181,820
    )
    
    
    (722,141
    )
    
    
    (587,557
    )Other income (expense):Other income
    
    
    10,208
    
    
    
    
    
    
    
    10,266
    
    
    
    Other income  related party
    
    
    2,963
    
    
    
    6,488
    
    
    
    18,700
    
    
    
    28,464Interest income
    
    
    418
    
    
    
    
    
    
    
    1,090
    
    
    
    518Interest expense
    
    
    (1,800
    )
    
    
    
    
    
    
    (3,835
    )
    
    
    Interest expense  related party
    
    
    (5,841
    )
    
    
    (5,671
    )
    
    
    (17,244
    )
    
    
    (11,712
    )Net loss
    
    $
    (224,101
    )
    
    $
    (181,003
    )
    
    $
    (713,164
    )
    
    $
    (570,287
    )Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    15,865,641
    
    
    
    535,321
    
    
    
    10,518,978
    
    
    
    535,321Basic and diluted loss per common share
attributable to common stockholders
    
    $
    (0.01
    )
    
    $
    (0.34
    )
    
    $
    (0.07
    )
    
    $
    (1.07
    )
   4




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Immediatek, Inc.
 
 Unaudited Condensed Consolidated Statements of Cash Flow
 For the Nine Months EndedSeptember 302010
    
    
    2009Cash flows from operating activitiesNet loss
    
    $
    (713,164
    )
    
    $
    (570,287
    )Depreciation and amortization
    
    
    238,882
    
    
    
    3,502Non-cash consulting fees  related party
    
    
    31,500
    
    
    
    31,500Adjustments to reconcile net loss to net cash used
in operating activities, net of effects of merger:Accounts receivable
    
    
    229,579
    
    
    
    744Prepaid expenses and other assets
    
    
    (36,482
    )
    
    
    (7,704
    )Accounts payable
    
    
    8,541
    
    
    
    7,858Accrued liabilities
    
    
    12,078
    
    
    
    12,397Deferred revenue
    
    
    256,029
    
    
    
    Net cash provided by (used in) operating activities
    
    
    26,963
    
    
    
    (521,990
    )Cash flows from investing activitiesCash acquired with merger
    
    
    1,243,806
    
    
    
    Purchase of fixed assets
    
    
    (107,407
    )
    
    
    (4,256
    )Proceeds from the sale of fixed assets
    
    
    
    
    
    
    7,764Net cash provided by investing activities
    
    
    1,136,399
    
    
    
    3,508Cash flows from financing activitiesPayments on capital leases
    
    
    (28,443
    )
    
    
    Proceeds from the issuance of common
stock
    
    
    1,000,000
    
    
    
    Proceeds from issuance of promissory note
    
    
    
    
    
    
    750,000Net cash provided by financing activities
    
    
    971,557
    
    
    
    750,000Net increase in cash
    
    
    2,134,919
    
    
    
    231,518Cash at the beginning of the period
    
    
    278,795
    
    
    
    223,651Cash at the end of the period
    
    $
    2,413,714
    
    
    $
    455,169Supplemental disclosures:Interest paid
    
    $
    3,835
    
    
    $
    Income taxes paid
    
    $
    
    
    
    $
    Number of shares issued for the merger
    
    
    12,264,256
    
    
    
    Value of shares issued for the merger
    
    $
    4,000,000
    
    
    $
    
   5




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IMMEDIATEK, INC.
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  SEPTEMBER 30, 2010
 NOTE 1  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Description of Business:
    Basis of Presentation:
  6




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IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
  Management Estimates and Significant Risks and Uncertainties:
  
    
    our inability to continue as a going concern;
    
    our history of losses, which may continue;
    
    our inability to utilize the funds received in a manner that is accretive;
    
    our inability to generate sufficient funds from operating activities to fund
operations;
    
    difficulties in developing and marketing new products;
    
    inability to integrate our recently acquired Officeware business;
    
    inability to execute our growth and acquisition strategy;
    
    dependence on third-party contractors, platforms, software, websites, and
technologies used in the creation and maintenance of the FilesAnywhere service; and
    
    general economic conditions, including among others, the pronounced recession,
rising unemployment and major bank failures and unsettled capital markets.
 Business Segments:
 Cash and Cash Equivalents:
 Fair Value of Financial Instruments:
  7




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IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
 Accounts Receivable, Net:
 Goodwill and Intangible Assets:
 Gross Carrying
    
    
    Accumulated
    
    
    IntangibleAmount
    
    
    Amortization
    
    
    Assets, NetTrade name
    
    $
    126,808
    
    
    $
    12,681
    
    
    $
    114,127Developed technology
    
    
    729,423
    
    
    
    72,942
    
    
    
    656,481Customer relationships
    
    
    842,413
    
    
    
    42,121
    
    
    
    800,292Total
    
    $
    1,698,644
    
    
    $
    127,744
    
    
    $
    1,570,900
  Fiscal Year
    
    AmortizationEnding Dec 31,
    
    Expense2010
    
    $
    191,6162011
    
    
    255,4882012
    
    
    255,4882013
    
    
    255,4882014
    
    
    255,488
   8




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IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
 Concentration of Credit Risk:
 Revenue Recognition and Deferred Revenue:
 Research and Development
 Advertising Costs:
 Income Taxes: Income Taxes
  Income Taxes
 Net Loss per Share:
 Comprehensive Loss:
  9




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IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
 NOTE 2  MERGER WITH OFFICEWARE CORPORATION
  Cash
    
    $
    1,243,806Accounts receivable, net
    
    
    406,120Prepaid expenses and other current assets
    
    
    47,374Fixed assets
    
    
    486,544Intangible assets
    
    
    1,701,622Goodwill
    
    
    766,532Other assets
    
    
    10,153Accounts payable
    
    
    (34,005
    )Accrued liabilities
    
    
    (92,636
    )Deferred revenue
    
    
    (432,304
    )Capital lease obligations
    
    
    (103,206
    )Net assets acquired with merger
    
    $
    4,000,000
  Trade name
    
    $
    126,808
    
    
    10 yearsDeveloped technology
    
    
    729,423
    
    
    6 yearsCustomer relationships
    
    
    842,413
    
    
    7 yearsDomain name
    
    
    2,978
    
    
    indefinite
   September 30, 2010For the Three
    
    
    For the NineMonths Ended
    
    
    Months EndedRevenues
    
    $
    705,722
    
    
    $
    1,388,563Net operating income
    
    
    152
    
    
    
    18,369Net (loss) income
    
    
    (783
    )
    
    
    16,130
  10




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IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
   Revenues
    
    $
    2,233,916Net operating loss
    
    
    (682,964
    )Net loss
    
    
    (672,309
    )Basic and diluted net loss per share
    
    $
    (0.05
    )
  NOTE 3  ISSUANCE OF COMMON STOCK
  NOTE 4  RELATED PARTY TRANSACTIONS
 Management Services Agreement.
  Demand Promissory Note
  11




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IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
  Officeware Service.
 Consulting Agreements
    Office Space
 Merger Agreement.
  12




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
  
    
    Our Business  a general description of our business, our objectives, our areas of
focus and the challenges and risks of our business.
    
    Critical Accounting Policies and Estimates  a discussion of accounting policies
that require critical judgments and estimates.
    
    Operations Review  an analysis of our consolidated results of operations for the
periods presented in this Quarterly Report on Form 10-Q.
    
    Liquidity, Capital Resources and Financial Position  an analysis of our cash flows
and debt and contractual obligations; and an overview of our financial condition.
 Our Business
 General
    13




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History of Operating Losses
  For the Three Months EndedSeptember 30,2010
    
    
    2009(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (224,101
    )
    
    $
    (181,003
    )Net cash provided by (used in) operating
activities
    
    $
    132,704
    
    
    $
    (139,869
    )
 For the Nine Months EndedSeptember 30,2010
    
    
    2009(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (713,164
    )
    
    $
    (570,287
    )Net cash provided by (used in) operating
activities
    
    $
    26,963
    
    
    $
    (521,990
    )
     14




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Our Objectives
  Areas of Focus
 Officeware  Increase Users. We are focused on increasing the number of users of the various
 Acquisitions . .
 Challenges and Risks
 see
 Utilizing Funds on Hand in a Manner that is Accretive
 Growing Users
 Competition
 Integration of Officeware
    15




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Critical Accounting Policies and Estimates
  
    
    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 ASC Topic 470, Beneficial Conversion
Feature.
    
    Revenue Recognition. Officeware generates revenue primarily from monthly fees for
the services and products that it offers. While revenues for Officewares
filesanywhere.com
product are often received in advance of providing the applicable service, the
Company defers recognizing such revenues until the service has been performed.
Revenues for Officewares custom products for large enterprises are often received
after such services are provided. The Company recognizes such revenues when
service has been provided and collection is reasonably assured.
  Operations Review
 The Three Months Ended September 30, 2010 Compared to
the Three Months Ended September 30, 2009
 For the Three Months Ended September 30,
    
    
    2010 vs. 20092010
    
    
    2009
    
    
    Change
    
    
    % ChangeRevenues
    
    $
    705,774
    
    
    $
    45
    
    
    $
    705,729
    
    
    
    1,568,287
    %Cost of revenues
    
    
    (150,980
    )
    
    
    
    
    
    
    (150,980
    )
    
    
    
    %Gross margin
    
    
    554,794
    
    
    
    45
    
    
    
    554,749
    
    
    
    1,232,776
    %Expenses:Research and development
    
    
    292,423
    
    
    
    96,846
    
    
    
    195,577
    
    
    
    202
    %Sales and marketing
    
    
    112,908
    
    
    
    
    
    
    
    112,908
    
    
    
    
    %General and administrative
    
    
    379,512
    
    
    
    85,019
    
    
    
    294,493
    
    
    
    346
    %Total expenses
    
    
    784,843
    
    
    
    181,865
    
    
    
    602,978
    
    
    
    332
    %Net operating loss
    
    
    (230,049
    )
    
    
    (181,820
    )
    
    
    (48,229
    )
    
    
    27
    %Other income (expense):Other income
    
    
    10,208
    
    
    
    
    
    
    
    10,208
    
    
    
    
    %Other income  related party
    
    
    2,963
    
    
    
    6,488
    
    
    
    (3,525
    )
    
    
    (54
    )%Interest income
    
    
    418
    
    
    
    
    
    
    
    418
    
    
    
    
    %Interest expense
    
    
    (1,800
    )
    
    
    
    
    
    
    (1,800
    )
    
    
    
    %Interest expense  related party
    
    
    (5,841
    )
    
    
    (5,671
    )
    
    
    (170
    )
    
    
    (3
    )%Net loss
    
    $
    (224,101
    )
    
    $
    (181,003
    )
    
    $
    (43,098
    )
    
    
    24
    %Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    15,865,641
    
    
    
    535,321
    
    
    
    15,330,320
    
    
    
    2,864
    %Basic and diluted loss per common share
attributable to common stockholders
    
    $
    (0.01
    )
    
    $
    (0.34
    )
    
    $
    0.32
    
    
    
    96
    %
   16




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The Nine Months Ended September 30, 2010 Compared to
the Nine Months Ended September 30, 2009
 For the Nine Months Ended September 30,
    
    
    2010 vs. 20092010
    
    
    2009
    
    
    Change
    
    
    % ChangeRevenues
    
    $
    1,388,671
    
    
    $
    347
    
    
    $
    1,388,324
    
    
    
    400,093
    %Cost of revenues
    
    
    (317,641
    )
    
    
    
    
    
    
    (317,641
    )
    
    
    
    %Gross margin
    
    
    1,071,030
    
    
    
    347
    
    
    
    1,070,683
    
    
    
    308,554
    %Expenses:Research and development
    
    
    665,992
    
    
    
    302,496
    
    
    
    363,495
    
    
    
    120
    %Sales and marketing
    
    
    187,337
    
    
    
    
    
    
    
    187,337
    
    
    
    
    %General and administrative
    
    
    939,842
    
    
    
    285,408
    
    
    
    654,435
    
    
    
    229
    %Total expenses
    
    
    1,793,171
    
    
    
    587,904
    
    
    
    1,205,267
    
    
    
    205
    %Net operating loss
    
    
    (722,141
    )
    
    
    (587,557
    )
    
    
    (134,584
    )
    
    
    23
    %Other income (expense):Other income
    
    
    10,266
    
    
    
    
    
    
    
    10,266
    
    
    
    
    %Other income  related party
    
    
    18,700
    
    
    
    28,464
    
    
    
    (9,764
    )
    
    
    (34
    )%Interest income
    
    
    1,090
    
    
    
    518
    
    
    
    572
    
    
    
    110
    %Interest expense
    
    
    (3,835
    )
    
    
    
    
    
    
    (3,835
    )
    
    
    
    %Interest expense  related party
    
    
    (17,244
    )
    
    
    (11,712
    )
    
    
    (5,532
    )
    
    
    47
    %Net loss
    
    $
    (713,164
    )
    
    $
    (570,287
    )
    
    $
    (142,877
    )
    
    
    25
    %Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    10,518,978
    
    
    
    535,321
    
    
    
    9,983,657
    
    
    
    1,865
    %Basic and diluted loss per common share
attributable to common stockholders
    
    $
    (0.07
    )
    
    $
    (1.07
    )
    
    $
    1.00
    
    
    
    94
    %
  Liquidity and Capital Resources and Financial Position
 General
    17




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Operating Activities
 Investing Activities
 Financing Activities
 Liquidity
  
 Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
   18




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##### Table of Contents



Item 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in internal controls
  19




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 6.
    
    Exhibits.
  ExhibitNumber
    
    Description of Exhibit3.1
    
    
    Amended and Restated Articles of Incorporation of the Registrant,
dated as of June 2, 2006 and filed with the Secretary of State of
the State of Nevada on June 5, 2006 (filed as Exhibit 3.1 to the
Registrants Quarterly Report on Form 10-QSB for quarter ended
March 31, 2006 (filed on June 26, 2006) and incorporated herein by
reference).3.2
    
    
    Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrants
Annual Report on Form 10-KSB for year ended December 31, 2005
(filed on May 11, 2006) and incorporated herein by reference).4.1
    
    
    Form of common stock certificate of the Registrant (filed as
Exhibit 4.1 to the Registrants Annual Report on Form 10-KSB for
year ended December 31, 2005 (filed on May 11, 2006) and
incorporated herein by reference).4.2
    
    
    Amended and Restated Certificate of Designation, Rights and
Preferences of Series A Convertible Preferred Stock of the
Registrant, dated as of October 13, 2009 and filed with the
Secretary of State of the State of Nevada on October 15, 2009
(filed as Exhibit 4.1 to the Registrants Form 8-K (filed on
October 19, 2009) and incorporated herein by reference).4.3
    
    
    Form of stock certificate for Series A Convertible Preferred Stock
(filed as Exhibit 4.8 to the Registrants Quarterly Report on Form
10-QSB for quarter ended March 31, 2006 (filed on June 26, 2006)
and incorporated herein by reference).4.4
    
    
    Amended and Restated Certificate of Designation, Rights and
Preferences of Series B Convertible Preferred Stock of the
Registrant, dated as of October 13, 2009 and filed with the
Secretary of State of the State of Nevada on October 15, 2009
(filed as Exhibit 4.2 to the Registrants Form 8-K (filed on
October 19, 2009) and incorporated herein by reference).4.5
    
    
    Form of stock certificate for Series B Convertible Preferred Stock
(filed as Exhibit 4.5 to the Registrants Annual Report on Form
10-K for year ended December 31, 2008 (filed on March 31, 2009)
and incorporated herein by reference).31.1
    **
    
    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).32.2
    **
    
    Certification Required by 18 U.S.C. Section 1350 (as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
 
 **
    
    Indicates document filed herewith.  20




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##### Table of Contents



SIGNATURES
  Date:  November 12, 2010
    IMMEDIATEK, INC.,
a Nevada corporationBy:
    /s/ TIMOTHY RICEName:
    Timothy RiceTitle:
    Chief Executive Officer
(On behalf of the Registrant and 
as Principal Executive Officer)  S-1




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description of Exhibit3.1
    
    
    Amended and Restated Articles of Incorporation of the Registrant,
dated as of June 2, 2006 and filed with the Secretary of State of
the State of Nevada on June 5, 2006 (filed as Exhibit 3.1 to the
Registrants Quarterly Report on Form 10-QSB for quarter ended
March 31, 2006 (filed on June 26, 2006) and incorporated herein by
reference).3.2
    
    
    Bylaws of the Registrant (filed as Exhibit 3.2 to the Registrants
Annual Report on Form 10-KSB for year ended December 31, 2005
(filed on May 11, 2006) and incorporated herein by reference).4.1
    
    
    Form of common stock certificate of the Registrant (filed as
Exhibit 4.1 to the Registrants Annual Report on Form 10-KSB for
year ended December 31, 2005 (filed on May 11, 2006) and
incorporated herein by reference).4.2
    
    
    Amended and Restated Certificate of Designation, Rights and
Preferences of Series A Convertible Preferred Stock of the
Registrant, dated as of October 13, 2009 and filed with the
Secretary of State of the State of Nevada on October 15, 2009
(filed as Exhibit 4.1 to the Registrants Form 8-K (filed on
October 19, 2009) and incorporated herein by reference).4.3
    
    
    Form of stock certificate for Series A Convertible Preferred Stock
(filed as Exhibit 4.8 to the Registrants Quarterly Report on Form
10-QSB for quarter ended March 31, 2006 (filed on June 26, 2006)
and incorporated herein by reference).4.4
    
    
    Amended and Restated Certificate of Designation, Rights and
Preferences of Series B Convertible Preferred Stock of the
Registrant, dated as of October 13, 2009 and filed with the
Secretary of State of the State of Nevada on October 15, 2009
(filed as Exhibit 4.2 to the Registrants Form 8-K (filed on
October 19, 2009) and incorporated herein by reference).4.5
    
    
    Form of stock certificate for Series B Convertible Preferred Stock
(filed as Exhibit 4.5 to the Registrants Annual Report on Form
10-K for year ended December 31, 2008 (filed on March 31, 2009)
and incorporated herein by reference).31.1
    **
    
    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).32.2
    **
    
    Certification Required by 18 U.S.C. Section 1350 (as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002).
 
 **
    
    Indicates document filed herewith.  Exhibit Index