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U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Form 10-QSB (Mark One)x
    
    Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended September 30, 2004.o
    
    Transition Report under Section 13 or 15(d)of the Exchange Act For theTransition Period from  to
 Commission File Number: 000-26073 
 Immediatek, Inc. 
 Nevada
    
    86-0881193(State or other jurisdiction
of incorporation)
    
    (I.R.S. Employer
Identification)
 2435 N. Central Expressway Suite 1610, Richardson, TX
    
    75080(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: (972) 852-2876 Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes x No o APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS Check whether the Registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes o No o APPLICABLE ONLY TO CORPORATE ISSUERS Common Stock, $0.001 par value per share, 500,000,000 shares authorized, as of
September 30, 2004, the issuer had 27,941,755 shares of common stock
outstanding. Traditional Small Business Disclosure Format (check one) Yes o No x




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pagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Balance Sheet (unaudited)
    
    
    3Statements of Operations (unaudited)
    
    
    4Statements of Cash Flows (unaudited)
    
    
    5Notes to Financial Statements
    
    
    6-7Item 2. Managements Discussion and Analysis of Plan of Operation
    
    
    9Item 3. Controls and Procedures
    
    
    12PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    13Item 2. Changes in Securities and Use of Proceeds
    
    
    13Item 3. Defaults upon Senior Securities
    
    
    13Item 4. Submission of Matters to a Vote of Security Holders
    
    
    13Item 5. Other Information
    
    
    13Item 6. Exhibits and Reports on Form 8-K
    
    
    13Signatures
    
    
    14Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  2




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PART I. FINANCIAL INFORMATION 
 ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS 
 Immediatek, Inc
Balance Sheet
(unaudited) September 30,2004AssetsCurrent assetsCash and cash equivalents
    
    $
    4,621Accounts receivable
    
    
    25,088Prepaid expenses
    
    
    9,126Total current assets
    
    
    38,836Fixed assets, net
    
    
    306,238Total fixed assets
    
    
    306,238Other assetsIntellectual property
    
    
    68,701Goodwill
    
    
    324,142Deposits held
    
    
    13,760Total other assets
    
    
    406,603Total assets
    
    $
    751,677Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable
    
    $
    102,262Accrued liabilities
    
    
    228,842Notes payable  related party
    
    
    318,000Total current liabilities
    
    
    649,104Stockholders equity:Common stock, $0.001 par value, 500,000,000 shares
authorized, 27,941,655 shares issued and outstanding
    
    
    27,942Additional paid-in-capital
    
    
    5,196,756Accumulated (deficit)
    
    
    (5,122,125
    )102,573$
    751,677
 The accompanying notes are an integral part of these financial statements. 3




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Immediatek, Inc
Statements of Operations
(unaudited) Three months ended
    
    Nine months endedSeptember 30,
    
    September 30,2004
    
    2003
    
    2004
    
    2003Revenue
    
    $
    99,299
    
    
    $
    20,874
    
    
    $
    721,988
    
    
    $
    60,887Cost of sales
    
    
    189,463
    
    
    
    
    
    
    
    563,513
    
    
    
    716Gross profit
    
    
    (90,165
    )
    
    
    20,874
    
    
    
    158,474
    
    
    
    60,171Expenses:General and administrative
    
    
    320,063
    
    
    
    101,452
    
    
    
    785,809
    
    
    
    184,739General and
administrative  related
party
    
    
    
    
    
    
    
    
    
    
    37,263
    
    
    
    Depreciation
    
    
    19,398
    
    
    
    42
    
    
    
    48,694
    
    
    
    84Consulting fees
    
    
    36,147
    
    
    
    10,000
    
    
    
    146,294
    
    
    
    78,400Compensation
expenses  related party
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,335,080Interest
    
    
    2,500
    
    
    
    
    
    
    
    5,000
    
    
    
    Marketing
    
    
    12,713
    
    
    
    2,058
    
    
    
    92,455
    
    
    
    2,058Research and development
    
    
    395
    
    
    
    3,872
    
    
    
    50,500
    
    
    
    11,747Salaries and wages
    
    
    102,279
    
    
    
    10,280
    
    
    
    304,321
    
    
    
    10,280Officers salaries
    
    
    48,585
    
    
    
    37,113
    
    
    
    119,161
    
    
    
    71,615Total expenses
    
    
    542,080
    
    
    
    164,817
    
    
    
    1,589,495
    
    
    
    2,694,003Net (loss) from operations
    
    
    (632,245
    )
    
    
    (143,943
    )
    
    
    (1,431,021
    )
    
    
    (2,633,832
    )Other (income):
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (437
    )Net (loss)
    
    $
    (632,245
    )
    
    $
    (143,943
    )
    
    $
    (1,431,021
    )
    
    $
    (2,633,832
    )Weighted average number of
Common shares
outstanding  basic and
fully diluted
    
    
    27,941,755
    
    
    
    20,857,080
    
    
    
    19,386,457
    
    
    
    11,616,382Net (loss per share  basic
and fully diluted
    
    $
    (0.02
    )
    
    $
    (0.01
    )
    
    $
    (0.07
    )
    
    $
    (0.23
    )
 The accompanying notes are an integral part of these financial statements. 4




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Immediatek, Inc.
Statements of Cash Flow
(unaudited) Nine months endedSeptember 30,2004
    
    2003Cash flows from operating activitiesNet (loss)
    
    $
    (1,431,021
    )
    
    $
    (2,633,395
    )Adjustment to reconcile net (loss) to
net cash (used) by operating
activities:Depreciation
    
    
    48,694
    
    
    
    84Shares issued for services
    
    
    110,146
    
    
    
    78,400Shares issued as compensation  related
    
    
    
    
    
    
    2,335,080Changes in operating assets and
liabilities:
    
    
    
    
    
    
    (increase) decrease in accounts
receivable
    
    
    (23,441
    )
    
    
    (1,205
    )(Increase) decrease in prepaid expenses
    
    
    11,332
    
    
    
    (7,605
    )(Increase) in other assets
    
    
    (2,660
    )
    
    
    Increase (decrease) in accounts payable
    
    
    (8,665
    )
    
    
    46,092Increase (decrease) in accrued
liabilities
    
    
    216,206
    
    
    
    Net cash (used) by operating activities
    
    
    (1,079,410
    )
    
    
    (94,768
    )Cash flows from investing activitiesCash received from DiscLive acquisition
    
    
    20,662
    
    
    
    Purchase of fixed assets
    
    
    (30,616
    )
    
    
    (3,129
    )Net cash (used) by investing activities
    
    
    (9,954
    )
    
    
    (3,129
    )Cash flows from financing activitiesCommon stock issuances
    
    
    857,423
    
    
    
    Subscriptions payable
    
    
    
    
    
    
    42,000Convertible debt
    
    
    
    
    
    
    107,500Payments on notes payable
    
    
    
    
    
    
    (791
    )Proceeds from notes payable
    
    
    118,000
    
    
    
    70,000Net cash provided by financing activities
    
    
    975,423
    
    
    
    218,709Net increase (decrease) in cash and
equivalents
    
    
    (113,941
    )
    
    
    33,031Cash and equivalents  beginning
    
    
    118,562
    
    
    
    4,845Cash and equivalents  ending
    
    $
    4,621
    
    
    $
    37,876Supplemental disclosures:Interest paid
    
    $
    5,000
    
    
    $
    Income taxes paid
    
    $
    
    
    
    $
    
 The accompanying notes are an integral part of these financial statements. 5




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Immediatek, Inc.
Consolidated Notes To Financial Statements Note 1  Basis of Presentation The consolidated interim financial statements included herein, presented in
accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
consolidated interim financial statements be read in conjunction with the
financial statements of the Company for the year ended December 31, 2003 and
Consolidated Notes to Financial Statements thereto included in the Companys
10-KSB annual report. The Company follows the same accounting policies in the
preparation of interim reports. Results of operations for the interim periods are not indicative of annual
results. Note 2  Material Business Combination On April 9, 2004, the Company completed the purchase of DiscLive, Inc. a
privately held company that secures contracts with various music artists to
record live concert performances, by acquiring all of the outstanding capital
stock for a total purchase price of $600,000. DiscLive, Inc.s results of
operations have been included in the consolidated financial statements since
the date of acquisition The aggregate purchase price consisted of 1,666,667 shares of the Companys
common stock valued at $600,000. The value of the 1,666,667 common shares
issued was determined based on the average market price of the Companys common
shares at the time of acquisition. The company allocated $324,142 of the
acquisition price to goodwill and the balance of $275,858 to assets and
liabilities. The following (unaudited) pro forma consolidated results of operations have
been prepared as if the acquisition of DiscLive, Inc. had occurred at January
1, 2004: Nine months endedSeptember 30,2004
    
    2003Revenue, net
    
    $
    807,172
    
    
    $
    60,887Expenses:General and administrative
    
    
    1,988,055
    
    
    
    287,224General and administrative
 related party
    
    
    37,263
    
    
    
    0Depreciation expense
    
    
    49,401
    
    
    
    84Compensation  related party
    
    
    277,012
    
    
    
    2,406,695Total expenses:
    
    
    2,351,731
    
    
    
    2,694,003Other income:
    
    
    (30
    )
    
    
    (437
    )Net (loss):
    
    
    (1,544,529
    )
    
    
    (2,633,395
    )Net (loss) per share-basic
and fully diluted
    
    
    (.06
    )
    
    
    (.23
    )
 6




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The pro forma information is presented for informational purposes only and is
not necessarily indicative of the results of operations that actually would
have been achieved had the acquisition been consummated as of that time, nor is
it intended to be a projection of future results. Note 3  Goodwill Management periodically reviews the carrying value of acquired intangible
assets to determine whether impairment may exist. The Company considers
relevant cash flow and profitability information, including estimated future
operating results in assessing whether the carrying value of the intangible can
be recovered. If the Company determines that the carrying value will not be
recovered from undiscounted future cash flows of the acquired business, the
Company considers such carrying value as impaired and reduces them by a charge
to operations in the amount of the impairment. Note 4  Going concern The Companys financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has not generated significant revenues. In
order to obtain the necessary capital, the Company has raised funds via private
placement offering. If the securities offering does not provide sufficient
capital, some of the shareholders of the Company have agreed to provide
sufficient funds as a loan over the next twelve-month period. However, the
Company is dependent upon its ability to secure equity and/or debt financing
and there are no assurances that the Company will be successful, without
sufficient financing it would be unlikely for the Company to continue as a
going concern. Note 5  Fixed assets The Company purchased $11,518 worth of fixed assets during the period ended
September 30, 2004. Depreciation expense totaled $48,694 and $84 for the nine
months ended September 30, 2004 and 2003, respectively. Note 6  Subscriptions payable During the period ended September 30, 2004, the Company issued 1,017,667 shares
of common stock to nine individual investors for all outstanding subscriptions. As of September 30, 2004 no other subscriptions have been issued. Note 7  Stockholders equity The Company is authorized to issue 500,000,000 shares of $0.001 par value
common stock. On April 9, 2004, the Company acquired all the outstanding shares of DiscLive,
Inc., a Delaware corporation, in exchange for 1,666,667 shares of the Companys
$0.001 par value common stock. 7




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On May 20, 2004, the company issued 63,333 shares of its $0.001 par value
common stock to a certain note holder who elected to convert their Consolidated
Notes to Financial Statements totaling $9,500 into Company equity. On May 20, 2004, the company issued 10,000 shares of its $0.001 par value
common stock to a company to acquire equipment valued at $3,000. On May 20, 2004,the Company issued 200,153 shares of its $0.001 par value
common stock to an individual for consulting services valued at $60,046, the
fair market value of the underlying shares. On May 20, 2004,the Company issued 50,000 shares of its $0.001 par value common
stock to an individual for consulting services valued at $15,000, the fair
market value of the underlying shares. On May 20, 2004, the Company issued 10,417 shares of its $0.001 par value
common stock to an individual who for cash in the amount of $1,563. On May 20, 2004, the Company issued 1,668,201 shares of its $0.001 par value
common stock for cash in the amount of $500,460 pursuant to a
regulation 506 offering. On May 20, 2004, the Company issued 1,017,666 shares of its $0.001 par value
common stock pursuant to outstanding subscription agreements pursuant to a
regulation 506 offering. On June 25, 2004, the Company issued 130,000 shares of its $0.001 par value
common stock for consulting services valued at $35,100, the fair market value
of the underlying shares. There were no other issuances of common stock during the three months ended
September 30, 2003. Note 8  Related party transactions During the nine month period ended September 30, 2004, the Company paid
additional compensation to officers in the amount of $37,263. During the nine months ended September 30, 2004, a shareholder of the Company
elected to convert $9,500 of his loan to 63,333 shares of the Companys $0.001
par value common stock. The Company owed $200,000 in convertible debt to a
shareholder as of September 30, 2004. During the nine month period ending September 30, shareholders of the Company
executed a loan in the amount of $118,000 due on demand. No repayments have
been made and as of September 30, 2004 the loan balance was $118,000. 8




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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS Immediatek was formerly named ModernGroove Entertainment, Inc. On November 23,
2002, ModernGroove Entertainment, Inc., a Nevada corporation, an OTCBB-listed
company, entered into a merger agreement with Immediatek, Inc., a private
company duly incorporated in accordance with the laws of the State of Texas.
Immediatek, a privately owned company, was founded in 2001 by Zach Bair. On
December 9, 2002, ModernGroove Entertainment, Inc. changed its name to
Immediatek, Inc. (ITEK) On February 27, 2003, Immediatek, Inc. announced that it was acquiring key
assets from Zach Bair and Paul Marin, individually. These assets represent,
breakthrough technology enabling Internet music fans to download standard MP3
files directly to their CD burners while simultaneously protecting the artists
copyrights. Acquisition of these assets, include: the CD burning software,
agreements with over 330 independent labels, 1,200 artists, and 30,000 music
tracks for its www.TwoBigToes.com website and core NetBurn (tm) technology In April 2004 we acquired all the issued and outstanding shares of DiscLive,
Inc. and issued 1,666,667 shares of our common stock to the stockholders of
DiscLive in a share exchange. DiscLive is a company, which records live
concerts, manufactures and sells CD recordings of the event within minutes of
the concerts ending. Management does not believe the company will generate any
significant profit in the near future, as developmental and marketing and
administrative costs will most likely exceed any anticipated revenues. Going Concern  The Company experienced operating losses for the period ended
September 30, 2004. The financial statements have been prepared assuming the
Company will continue to operate as a going concern, which contemplates the
realization of assets and the settlement of liabilities in the normal course of
business. No adjustment has been made to the recorded amount of assets or the
recorded amount or classification of liabilities which would be required if the
Company were unable to continue its operations. (See Financial Footnote 3.) Plan of Operation Management does not believe that the Company will be able to generate
significant profit during the coming year, unless the company can expand its
customer base for its NetBurn products and it can operate its new wholly
owned subsidiary, DiscLive, Inc. at a profit. NetBurn is a patent-pending
digital delivery system which allows web and NetBurn Station users to
download and burn fully licensed music tracks by utilizing a simple
single-click interface, while at the same time protecting the copyright
holders who own the material. DiscLive is a company, which records live
concerts, manufactures and sells CD recordings of the event within minutes of
the concerts ending. Management does not believe the company will generate any
significant profit in the near future, as developmental and marketing and
administrative costs will most likely exceed any anticipated revenues. Results of Operations During the nine months ended September 30, 2004, the Company generated $721,988
in revenues. This compares to $60,887in revenues for the same period last year.
In its most recent nine month operating period ended September 30, 2004, the
Company experienced a net loss of $1,589,495 versus a net loss of $2,694,003
for the same period last year. The bulk of this loss came from cost of sales of
563,513; general and administrative expenses of $823,072; and Salaries and
wages of $ 304,321. During the first nine months, the Company continued to seek
new strategies for marketing its business plan. 9




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The major components to expenses faced by the Company in its day-to-day
operations includes developing software, databases, marketing its internet
site, auditor fees, legal fees, and general administrative expenses. If the
Company becomes profitable, the company will access salaries and adding
additional personnel to the payroll. Management intends to continue to minimize
costs until such a time, in its discretion, it believes expansion would be
prudent. One element in making this determination is positive cash flow on a
quarterly basis. If or when the company is successful in achieving this
quarterly positive cash flow, it is likely that the company will consider
expanding its personnel, which will increase costs. Liquidity and Capital Resources The Company is authorized to issue five hundred million (500,000,000) shares of
its $0.001 par value common stock. During the first nine months, the Company sold 2,926,617 shares of its $0.001
par value common stock to eleven accredited investors for the sum of $857,423. The Company could be required to secure additional financing to fully implement
its entire business plan. There are no guarantees that such financing will be
available to the Company, or if available, will be on terms and conditions
satisfactory to management. The Company owed $200,000 in convertible debt to a shareholder; the note bears
an interest rate of 5% per annum and is due January 31, 2005. During the three
months ending September 30, two shareholders of the Company executed a loan in
the amount of $118,000 due on demand. Additionally, the Company has and may in
the future invest in short-term investments from time to time. There can be no
assurance that these investments will result in profit or loss. Since inception, we have utilized the proceeds from a number of private sales
of our equity securities, the exercise of options and warrants to meet our
working capital requirements. Our operations generated losses in 2003 and continue to generate losses in
2004. Our cash decreased $113,941 during the nine months ended September 30,
2004 with operating activities using $771,530 of cash. We funded operations
primarily through cash on hand from borrowings and equity offerings over the
last couple of years. No assurance can be given that such activities will
continue to be available to provide funding to us. Our business plan for 2004
is predicated principally upon the successful marketing of our music software
products and sales of concert CDs from our new wholly owned subsidiary,
DiscLive, Inc. We anticipate that our existing working capital resources and
revenues from operations will not be adequate to satisfy our funding
requirements in 2004. Our working capital requirements will depend upon many factors, including the
extent and timing of our product sales, our operating results, the status of
competitive products, and actual expenditures and revenues compared to our
business plan. We are currently experiencing declining liquidity, losses from
operations and negative cash flows, which make it difficult for us to meet our
current cash requirements, including payments to vendors, and may jeopardize
our ability to continue as a going concern. We intend to address our liquidity
problems by controlling costs, seeking additional funding (through capital
raising transactions and business alliances) and maintaining focus on revenues
and collections. If our losses continue, we will have to obtain funds to meet our cash
requirements through business alliances, such as strategic or financial
transactions with third parties, the sale of securities or other financing
arrangements, or we may be required to curtail our operations, seek a merger
partner, or seek protection under federal bankruptcy laws. Any of the foregoing
may be on terms that are unfavorable to us or disadvantageous to existing
stockholders. In addition, no assurance may be given that we will be successful
in raising additional funds or entering into business alliances. 10




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The Company could be required to secure additional financing to fully implement
its entire business plan. There are no guarantees that such financing will be
available to the Company, or if available, will be on terms and conditions
satisfactory to management. The Company does not have any preliminary agreements or understandings between
the company and its stockholders/officers and directors with respect to loans
or financing to operate the company. The Company currently has no arrangements or
commitments for accounts and accounts receivable financing. There can be no
assurance that any such financing can be obtained or, if obtained, that it will
be on reasonable terms. The Company could be required to secure additional financing to fully implement
its entire business plan. There are no guarantees that such financing will be
available to the Company, or, if available, will be on terms and conditions
satisfactory to management. Our auditors have included an explanatory paragraph in their audit opinion with
respect to our consolidated financial statements at December 31, 2003. The
paragraph states that our recurring losses from operations and resulting
continued dependence on access to external financing raise substantial doubts
about our ability to continue as a going concern. Furthermore, the factors
leading to and the existence of the explanatory paragraph may adversely affect
our relationship with customers and suppliers and have an adverse effect on our
ability to obtain financing. Our business plan for 2004 is predicated principally upon the successful
marketing of our software products and the DiscLive product. We anticipate that
our existing working capital resources and revenues from operations may not be
adequate to satisfy our funding requirements through 2004. If our losses continue, we will have to obtain funds to meet our cash
requirements through business alliances, such as strategic or financial
transactions with third parties, the sale of securities or other financing
arrangements, or we may be required to curtail our operations, seek a merger
partner, or seek protection under federal bankruptcy laws. Any of the foregoing
may be on terms that are unfavorable to us or disadvantageous to existing
stockholders. In addition, no assurance may be given that we will be successful
in raising additional funds or entering into business alliances. Employees The Company currently has nine full time employees and three part time
employees. The Company has no material commitments for capital expenditures nor
does it foresee the need for such expenditures over the next year. 11




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Market For Companys Common Stock Market Information On September 14, 1999, the Companys common stock was initially cleared for
trading on the OTC Bulletin Board system under the symbol BRRT. The Company
subsequently changed its name to ModernGroove Entertainment, Inc., and its
trading symbol to: MODG. On January 7, 2003, the Company changed its name to
Immediatek, Inc. and its trading symbol to IMDK. On February 25, 2003, the
Company initiated a 1 for 250 reverse stock split and changed it trading symbol
to ITEK. A very limited market exists for the trading of the Companys common
stock. As of September 30, 2004 there were approximately 4,119,199 warrants to
purchase the Companys common stock. The following chart reflects the number of
warrants, exercise price and expiration date for the warrants outstanding # of Warrants
    
    Exercise Price
    
    Expiration3,002,302
    
    
    $
    0.20
    
    
    March 22, 2007300,230
    
    
    $
    0.20
    
    
    March 22, 2007200,000
    
    
    $
    1.00
    
    
    March 20, 2005166,667
    
    
    $
    0.30
    
    
    February 19,2006450,000
    
    
    $
    0.65
    
    
    April 14, 2006
 The Warrants may not be sold or transferred without complying with Rule 144 in
the absence of an effective registration or other compliance under the
Securities Act. There is currently no Common Stock, which is subject to
outstanding options to purchase, or securities convertible into, the Companys
common stock. Other than affiliates, there is currently no common stock of the Company which
could be sold under Rule 144 under the Securities Act of 1933 as amended. Dividends Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. No dividends have been paid on our common stock, and we
do not anticipate paying any dividends on our common stock in the foreseeable
future. 
 Item 3. Controls and Procedures Within the 90 days prior to the date of this report, we carried out
an evaluation, under the supervision and with the participation of our
management,
including our Chief Executive Officer and Chief Financial Officer, of
the
effectiveness of the design and operation of our disclosure controls
and
procedures pursuant to Securities Exchange Act Rule 13a-14. Based upon
that
evaluation, our Chief Executive Officer and Chief Financial Officer
concluded
that our disclosure controls and procedures are effective in timely
alerting
them to material information relating to us (including our
consolidated
subsidiaries) required to be included in our periodic SEC filings. There
have
been no significant changes in our internal controls or in other factors
that
could significantly affect internal controls subsequent to the date of
their
evaluation, including any corrective actions with regard to
significant
deficiencies and material weaknesses. 12




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PART II OTHER INFORMATION 
 ITEM 1. Legal Proceedings There are currently no material legal proceedings pending. 
 ITEM 2. Changes in Securities and Use of Proceeds We have initiated a Regulation D, Rule 506 private placement whereby the
company is offering up to 2,000,000 shares of its common stock at $0.30 per
share for a total offering of up to $600,000. As of September 30, 2004 we have
sold 2,926,617 shares for the sum of $857,423 including the shares sold in the
above described private placement and an additional 926,617 shares to certain
accredited investors. 
 ITEM 3. Defaults upon Senior Securities None. 
 ITEM 4. Submission of Matters to a Vote of Security Holders During the quarter ended September 30, 2004, no matters were submitted to the
Companys security holders. 
 ITEM 5. Other Information On April 9, 2004 Immediatek, Inc. entered into an Acquisition Agreement to
acquire all of the issued and outstanding capital stock of DiscLive, Inc., a
Delaware corporation. In exchange for the DiscLive capital stock we gave each
of the DiscLive stockholders their pro rata share of 1,666,667 shares of our
common stock. As a result of the acquisition, DiscLive became a wholly owned
subsidiary of Immediatek. DiscLive provides a service to concert goers whereby DiscLive contracts with
an artist or recording company, records a live concert and then offers for
sale limited addition recordings of the concert within minutes after the
concert has ended. 
 ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits ExhibitNumber
    
    Title of Document31.1
    
    Chief Executive Officer-Section 302 Certification pursuant to Section 302 Sarbanes-Oxley Act.31.2
    
    Chief Financial Officer Section 302 Certification pursuant to Section 302 Sarbanes-Oxley Act32.1
    
    Chief Executive Officer-Section 906 Certification pursuant to Section 902 Sarbane-Oxley Act.32.2
    
    Chief Financial Officer Section 906 Certification pursuant to Section 902 of the Sarbanes-Oxley Act
 (b) Reports on Form 8-K 1. Report on Form 8K/A filed with the Commission on June 21, 2004
concerning items 2, and 7. 13




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SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934,
the
registrant caused this registration statement to be signed on its behalf by
the
undersigned, thereunto duly authorized. Immediatek, Inc.
(Registrant)Dated: November 15, 2004
    By:
    /s/ Zach BairZach BairChairman of the Board
President, Secretary
Chief Executive Officer In accordance with the Exchange Act, this report has been signed below by
the
following persons on behalf of the Registrant and in the capacities and on
the
dates indicated. IMMEDIATEK, INC.Date: November 15, 2004
    By:
    /s/ Zach BairZach BairChief Executive Officer 14