##### 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 June 30, 2011
 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 
organization)
    
    (IRS Employer Identification No.)3301 Airport Freeway, Suite 200Bedford, Texas
    
    76021(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
 þ  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 June 30, 2011 and December 31, 2010
    
    
    3Unaudited Condensed Consolidated Statements of Operations for the three and six months
ended June 30, 2011 and 2010
    
    
    4Unaudited Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 2011 and 2010
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    10Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    16Item 4. Controls and Procedures
    
    
    16Part II  Other Information
    
    
    17Item 1. Legal Proceedings
    
    
    17Item 6. Exhibits
    
    
    17Signatures
    
    
    S-1EX-31.1EX-31.2EX-32.1EX-32.2
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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;
 
    
    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, major bank failures and unsettled capital markets.
  1




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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
 June 30,
    
    
    December 31,2011
    
    
    2010AssetsCurrent assets:Cash
    
    $
    1,728,527
    
    
    $
    1,592,684Accounts receivable, net of allowance for doubtful accounts of $45,028 and
$56,385 at June 30, 2011 and December 31, 2010, respectively
    
    
    51,296
    
    
    
    112,896Prepaid expenses and other current assets
    
    
    71,859
    
    
    
    114,525Total current assets
    
    
    1,851,682
    
    
    
    1,820,105Fixed assets, net
    
    
    532,984
    
    
    
    494,433Intangible assets, net
    
    
    1,385,652
    
    
    
    1,510,006Goodwill
    
    
    766,532
    
    
    
    766,532Other assets
    
    
    8,648
    
    
    
    4,784Total Assets
    
    $
    4,545,498
    
    
    $
    4,595,860Liabilities, Preferred Stock and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    72,455
    
    
    $
    97,125Accrued liabilities
    
    
    90,226
    
    
    
    39,346Deferred revenue
    
    
    827,149
    
    
    
    671,952Current portion of capital lease obligations
    
    
    21,074
    
    
    
    40,517Total current liabilities
    
    
    1,010,904
    
    
    
    848,940Capital lease obligations
    
    
    9,580
    
    
    
    19,821Total liabilities
    
    
    1,020,484
    
    
    
    868,761Series A convertible preferred stock (conditionally redeemable); $0.001 par value
4,392,286 shares authorized, issued and outstanding; 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 shares authorized, issued and outstanding; redemption/liquidation
preference of $500,000
    
    
    500,000
    
    
    
    500,000Stockholders equity:Common stock, $0.001 par value, 500,000,000 shares authorized, 15,865,641 shares
issued and outstanding at June 30, 2011 and December 31, 2010
    
    
    15,865
    
    
    
    15,865Additional paid in capital
    
    
    5,210,772
    
    
    
    5,189,772Accumulated deficit
    
    
    (5,201,623
    )
    
    
    (4,978,538
    )Total stockholders equity
    
    
    25,014
    
    
    
    227,099Total Liabilities, Preferred Stock and Stockholders Equity
    
    $
    4,545,498
    
    
    $
    4,595,860
   3




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Immediatek, Inc.
 
 Unaudited Condensed Consolidated Statements of Operations
 For the Quarter Ended
    
    
    For the Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Revenues
    
    $
    773,354
    
    
    $
    682,874
    
    
    $
    1,503,971
    
    
    $
    682,897Cost of revenues
    
    
    (250,556
    )
    
    
    (166,662
    )
    
    
    (477,040
    )
    
    
    (166,662
    )Gross margin
    
    
    522,798
    
    
    
    516,212
    
    
    
    1,026,931
    
    
    
    516,235Expenses:Research and development
    
    
    246,211
    
    
    
    275,049
    
    
    
    444,306
    
    
    
    373,568Sales and marketing
    
    
    94,193
    
    
    
    74,430
    
    
    
    174,135
    
    
    
    74,430General and administrative
    
    
    229,941
    
    
    
    309,016
    
    
    
    444,759
    
    
    
    460,463Non-cash consulting expense-related party
    
    
    10,500
    
    
    
    10,500
    
    
    
    21,000
    
    
    
    21,000Depreciation and amortization
    
    
    84,279
    
    
    
    78,276
    
    
    
    164,251
    
    
    
    78,868Total expenses
    
    
    665,124
    
    
    
    747,271
    
    
    
    1,248,451
    
    
    
    1,008,329Net operating loss
    
    
    (142,326
    )
    
    
    (231,059
    )
    
    
    (221,520
    )
    
    
    (492,094
    )Other income (expense):Other income  related party
    
    
    
    
    
    
    6,950
    
    
    
    
    
    
    
    15,738Other income
    
    
    
    
    
    
    58
    
    
    
    
    
    
    
    58Interest income
    
    
    103
    
    
    
    672
    
    
    
    560
    
    
    
    672Interest expense
    
    
    (968
    )
    
    
    (2,035
    )
    
    
    (2,125
    )
    
    
    (2,035
    )Interest expense  related party
    
    
    
    
    
    
    (5,778
    )
    
    
    
    
    
    
    (11,402
    )Total other income (expense)
    
    
    (865
    )
    
    
    (133
    )
    
    
    (1,565
    )
    
    
    3,031Net loss
    
    $
    (143,191
    )
    
    $
    (231,192
    )
    
    $
    (223,085
    )
    
    $
    (489,063
    )Weighted average number of common shares outstanding  basic
and fully diluted
    
    
    15,865,641
    
    
    
    15,865,641
    
    
    
    15,865,641
    
    
    
    8,242,830Basic and diluted loss per common share attributable to common
stockholders
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    (0.06
    )
   4




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Immediatek, Inc.
 
 Unaudited Condensed Consolidated Statements of Cash Flow
 For the Six Months Ended June 30,2011
    
    
    2010Cash flows from operating activitiesNet loss
    
    $
    (223,085
    )
    
    $
    (489,063
    )Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:Depreciation and amortization
    
    
    237,821
    
    
    
    118,480Non-cash consulting fees  related party
    
    
    21,000
    
    
    
    21,000Adjustments to reconcile net loss to net cash used
in operating activities:Accounts receivable
    
    
    61,600
    
    
    
    90,728Prepaid expenses and other assets
    
    
    38,802
    
    
    
    (31,791
    )Accounts payable
    
    
    (24,670
    )
    
    
    4,811Accrued liabilities
    
    
    50,880
    
    
    
    (1,934
    )Deferred revenue
    
    
    155,197
    
    
    
    182,658Net cash provided by (used in) operating activities
    
    
    317,545
    
    
    
    (105,111
    )Cash flows from investing activitiesCash acquired with merger
    
    
    
    
    
    
    1,243,806Purchase of fixed assets
    
    
    (152,018
    )
    
    
    (17,697
    )Net cash provided by (used in) investing activities
    
    
    (152,018
    )
    
    
    1,226,109Cash flows from financing activitiesProceeds from the issuance of common stock
    
    
    
    
    
    
    1,000,000Payments on capital leases
    
    
    (29,684
    )
    
    
    (14,289
    )Net cash provided by (used in) financing activities
    
    
    (29,684
    )
    
    
    985,711Net increase in cash
    
    
    135,843
    
    
    
    2,106,709Cash at the beginning of the period
    
    
    1,592,684
    
    
    
    278,795Cash at the end of the period
    
    $
    1,728,527
    
    
    $
    2,385,504Supplemental disclosures:Interest paid
    
    $
    2,125
    
    
    $
    2,035Income taxes paid
    
    $
    
    
    
    $
    Number of shares issued for merger
    
    
    
    
    
    
    12,264,256Value of shares issued for merger
    
    
    
    
    
    $
    4,000,000
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IMMEDIATEK, INC.
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 JUNE 30, 2011
 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
JUNE 30, 2011
  Net Loss per Share:
 Comprehensive Loss:
 Reclassifications
 NOTE 2  MERGER WITH OFFICEWARE CORPORATION
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IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2011
  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
    
    
    8 yearsDomain name
    
    
    5,254
    
    
    Indefinite
   2010Revenues
    
    $
    1,528,142Net operating income
    
    
    (478,352
    )Net loss
    
    
    (540,214
    )Basic and diluted net loss per share
    
    $
    (0.03
    )
 NOTE 3  RELATED PARTY TRANSACTIONS
 Management Services Agreement.
   8




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IMMEDIATEK, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2011
 Demand Promissory Note
 Officeware Service.
 Consulting Agreements
   Office Space
  9




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Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 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 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.
 Recent Developments
  Our Business
 General
   10




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History of Operating Losses
  For the Three Months Ended June 30,2011
    
    
    2010(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (143,191
    )
    
    $
    (231,192
    )Net cash provided by operating activities
    
    $
    187,097
    
    
    $
    120,560For the Six Months Ended June 30,2011
    
    
    2010(unaudited)
    
    
    (unaudited)Net loss
    
    $
    (223,085
    )
    
    $
    (489,063
    )Net cash provided by (used in) operating activities
    
    $
    317,545
    
    
    $
    (105,111
    )
    11




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##### Table of Contents



Our Objectives and Areas of Focus
 Officeware  Increase Users
 Acquisitions
 Challenges and Risks
 see
 Utilizing Funds on Hand in a Manner that is Accretive
 Growing Users
 Competition
    12




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Operations Review
 The Three Months Ended June 30, 2011 Compared to
the Three Months Ended June 30, 2010
 For the Three Months Ended June 30,
    
    
    2011 vs. 20102011
    
    
    2010
    
    
    Change
    
    
    % ChangeRevenues
    
    $
    773,354
    
    
    $
    682,874
    
    
    $
    90,480
    
    
    
    13
    %Cost of revenues
    
    
    (250,556
    )
    
    
    (166,662
    )
    
    
    (83,894
    )
    
    
    (50
    %)Gross margin
    
    
    522,798
    
    
    
    516,212
    
    
    
    6,586
    
    
    
    1
    %Expenses:Research and development
    
    
    246,211
    
    
    
    275,049
    
    
    
    (28,838
    )
    
    
    (10
    %)Sales and marketing
    
    
    94,193
    
    
    
    74,430
    
    
    
    19,763
    
    
    
    27
    %General and administrative
    
    
    229,941
    
    
    
    309,016
    
    
    
    (79,075
    )
    
    
    (26
    %)Non-cash consulting expense-related party
    
    
    10,500
    
    
    
    10,500
    
    
    
    
    
    
    
    
    %Depreciation and amortization
    
    
    84,279
    
    
    
    78,276
    
    
    
    6,003
    
    
    
    8
    %Total expenses
    
    
    665,124
    
    
    
    747,271
    
    
    
    (82,147
    )
    
    
    (11
    %)Net operating loss
    
    
    (142,326
    )
    
    
    (231,059
    )
    
    
    88,733
    
    
    
    38
    %Other income (expense):Other income  related party
    
    
    
    
    
    
    6,950
    
    
    
    (6,950
    )
    
    
    (100
    %)Other income
    
    
    
    
    
    
    58
    
    
    
    (58
    )
    
    
    (100
    %)Interest income
    
    
    103
    
    
    
    672
    
    
    
    (569
    )
    
    
    (85
    %)Interest expense
    
    
    (968
    )
    
    
    (2,035
    )
    
    
    1,067
    
    
    
    52
    %Interest expense  related party
    
    
    
    
    
    
    (5,778
    )
    
    
    5,778
    
    
    
    100
    %Net loss
    
    $
    (143,191
    )
    
    $
    (231,192
    )
    
    $
    88,001
    
    
    
    38
    %Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    15,865,641
    
    
    
    15,865,641
    
    
    
    
    
    
    
    
    %Basic and diluted loss per common share
attributable to common stockholders
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    
    
    
    
    
    %
 Revenues and Cost of Revenues.
 Research and Development
 Sales and Marketing
 General and Administrative Expense
  13




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Non-Cash Consulting Expense  Related Party
 Other Income  Related Party.
 Interest Expense  Related Party
 The Six Months Ended June 30, 2011 Compared to
the Six Months Ended June 30, 2010
 For the Six Months Ended June 30,
    
    
    2011 vs. 20102011
    
    
    2010
    
    
    Change
    
    
    % ChangeRevenues
    
    $
    1,503,971
    
    
    $
    682,897
    
    
    $
    821,074
    
    
    
    120
    %Cost of revenues
    
    
    (477,040
    )
    
    
    (166,662
    )
    
    
    (310,378
    )
    
    
    (186
    %)Gross margin
    
    
    1,026,931
    
    
    
    516,235
    
    
    
    510,696
    
    
    
    99
    %Expenses:Research and development
    
    
    444,306
    
    
    
    373,568
    
    
    
    70,738
    
    
    
    19
    %Sales and marketing
    
    
    174,135
    
    
    
    74,430
    
    
    
    99,705
    
    
    
    134
    %General and administrative
    
    
    444,759
    
    
    
    460,463
    
    
    
    (15,704
    )
    
    
    (3
    %)Non-cash consulting expense-related party
    
    
    21,000
    
    
    
    21,000
    
    
    
    
    
    
    
    
    %Depreciation and amortization
    
    
    164,251
    
    
    
    78,868
    
    
    
    85,383
    
    
    
    108
    %Total expenses
    
    
    1,248,451
    
    
    
    1,008,329
    
    
    
    240,122
    
    
    
    24
    %Net operating loss
    
    
    (221,520
    )
    
    
    (492,094
    )
    
    
    270,574
    
    
    
    55
    %Other income (expense):Other income  related party
    
    
    
    
    
    
    15,738
    
    
    
    (15,738
    )
    
    
    (100
    %)Other income
    
    
    
    
    
    
    58
    
    
    
    (58
    )
    
    
    (100
    %)Interest income
    
    
    560
    
    
    
    672
    
    
    
    (112
    )
    
    
    (17
    %)Interest expense
    
    
    (2,125
    )
    
    
    (2,035
    )
    
    
    (90
    )
    
    
    (4
    %)Interest expense  related party
    
    
    
    
    
    
    (11,402
    )
    
    
    11,402
    
    
    
    100
    %Net loss
    
    $
    (223,085
    )
    
    $
    (489,063
    )
    
    $
    265,978
    
    
    
    54
    %Weighted average number of common shares
outstanding  basic and fully diluted
    
    
    15,865,641
    
    
    
    8,242,830
    
    
    
    7,622,811
    
    
    
    92
    %Basic and diluted loss per common share
attributable to common stockholders
    
    $
    (0.01
    )
    
    $
    (0.06
    )
    
    $
    0.05
    
    
    
    76
    %
  14




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Liquidity and Capital Resources and Financial Position
 General
      Operating Activities
 Investing Activities
 Financing Activities
  15




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Liquidity
  
 Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
  
 Item 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in internal controls
  16




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
    
 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.  17




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##### Table of Contents



SIGNATURES
  Date:  August 15, 2011
    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.