UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
December 30, 2002
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DATE OF REPORT (DATE OF EARLIEST REPORTED)
IMMEDIATEK, INC.
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(Exact name of registrant as specified in its chapter)
NEVADA 000-26073 86-0881193
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2435 N. Central Expressway Suite 1200, Richardson, TX 75080
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(Address of principal executive offices)
(214) 712-7336
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Registrant's telephone number, including area code
ModernGroove Entertainment, Inc.
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT. NOT APPLICABLE.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. NOT APPLICABLE
ITEM 3. BANKRUPTCY OR RECEIVERSHIP. NOT APPLICABLE.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
In this Report on Form 8-K, we will refer to "ModernGroove Entertainment,
Inc.," (the former name) and "Immediatek " collectively as "the Company," "we,"
"us," and "our." These terms include by reference, all of the current and
former subsidiary corporations we have owned either all, or a significant
interest in, since becoming a reporting company.
A.) On December 20, 2002, two entities purporting to have been shareholders of
the Company since December 18, 2000, presented stock certificates of the
Company to our Transfer Agent. These certificates, numbers 996 and 998
represent a total of 15,332,000 shares of our authorized common stock (the
"Subject Shares"). These certificates bore restricted transfer legends,
together with an opinion of an attorney who purported to represent the
shareholders in matters related to the subject shares. This attorney was not
in any manner Counsel to the Issuer at any time material to this event.
As the result of inadvertence, the shares were improvidently released as free
trading shares under certificates and amounts denoted in the table below:
TABLE 1
OLD CERTIFICATE NUMBER NEW CERTIFICATE NUMBER NUMBER OF SHARES
---------------------- ---------------------- ----------------
996 1063 6,666,000
998 1064 8,666,000
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TOTAL SHARES 15,332,000
B.) In the Opinion of Counsel to the Company, these shares were originally
issued on or about October 30, 2002 as restricted shares, the transfer of which
is highly restricted under the terms and conditions of what is commonly
referred to as Rule 144 of the United States Securities and Exchange
Commission. That Rule requires holding periods of varying lengths of certain
persons acquiring such shares as the result of transactions by and between them
and the issuer. At no time material to these events did either of the purported
shareholders or the purported beneficial owners provide the Company with any
seller representation letters or materials; provided no completed Form 144 nor
any similar document or documentation. Accordingly, the Company views their
claims to a Rule 144 exemption as being groundless at this time.
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C.) The purported "Opinion Letter" which accompanied the certificates at the
time of their transmittal to our Transfer Agent is, in the opinion of Counsel
to the Company, wholly insufficient to warrant removal of the restricted
transfer legends on the certificates. Accordingly, the Company views the
Subject Shares as being illiquid and transfer of such shares, despite the
inadvertent removal of the restricted transfer legend from the certificates
should only be accomplished by broker-dealers in accordance with Rule 144.
D.) The purported beneficial owners of the Subject Shares, at the time the new
certificates were inadvertently released is as shown in the table below:
TABLE 2
CERTIFICATE
NUMBER PURPORTED NOMINAL OWNER PURPORTED BENEFICIAL OWNER
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1063 RESEARCH INVESTMENT GROUP, INC. SCOTT H. WILDING
1064 J & SON CONSULTING, INC. FRANK J. MERHIB
E.) In addition to the issues related to the transferability of the Subject
Shares, the Company has developed significant information regarding this stock
issuance that casts grave doubt on the entitlement of the purported nominal
owners and purported beneficial owners to receive such Subject Shares.
Additionally:
i.) On December 30, 2002, the Company received a notice of federal
tax lien, filed of record in the Broward County, Florida courts system by the
Internal Revenue Service which affects the claim of Scott H. Wilding to receive
property or anything of value from the Company. The tax lien, filed January 31,
2002, is in the principal amount of $1,391,186.56. The Company has verified
that the person identified in that tax lien is the same and identical person
purporting to be the beneficial owner of those Subject Shares set forth in the
table immediately above. Accordingly, the Company has notified its Transfer
Agent of the pendency of this lien and instructed it to place an administrative
hold on any property claimed by Mr. Wilding. The Company has received
documentation from the State of Florida, Division of Corporations, that
indicates that Mr. Wilding is the controlling person of Research Investment
Group, Inc., or that it is his corporate alter-ego, thereby rendering the
Company liable if it elects to ignore the IRS lien, unless the IRS notifies the
Company that it views the relationship between Mr. Wilding and Research
Investment Group, Inc., as being a clear division of interest. The federal tax
lien is filed as instrument number 101672731 in Book 32736 at Page 0669 in the
records of Broward County, Florida.
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ii.) On December 30, 2002, the Company determined that "J & Son
Consulting, Inc.," was created as a Florida corporation on or about March 15,
2002. Accordingly, the Company views claims that this entity acquired the
Subject Shares in the Company on December 18, 2000 to be spurious. Moreover,
the claim is unsupported in the records of the Company. Likewise, there is no
evidence of any relationship between the Company and "Research Investment
Group, Inc." prior to September, 2002. There is no evidence that either
entity is entitled to "tack on" to any legitimate holding period of any
predecessor shareholder.
iii.) On December 30, 2002, the Company initiated contacts with
federal and state law enforcement agencies, including the United States
Probation Office, Southern District of Florida and the State of Florida
Department of Corrections, Ft. Lauderdale Probation Office regarding the events
described in paragraphs A through E (ii.) inclusive.
F. The Company is preparing with due diligence, formal complaints to be filed
with the United States Securities and Exchange Commission and the Federal
Bureau of Investigation regarding the foregoing events.
ANY BROKER DEALER PRESENTED WITH OR ATTEMPTING TO PROCESS CERTIFICATES 1063 OR
1064 ARE CAUTIONED AS TO THE ILLIQUID NATURE OF THESE SECURITIES. THE COMPANY
WILL PROVIDE SUCH BROKER-DEALERS, UPON WRITTEN REQUEST, AN OPINION OF COUNSEL
TO THE ISSUER AS TO THE ILLIQUIDITY OF THE SUBJECT SHARES. THE SUBJECT SHARES
SHOULD BE TREATED AS RULE 144 RESTRICTED SHARES.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. NOT APPLICABLE.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. NOT APPLICABLE.
ITEM 8. CHANGE IN FISCAL YEAR. NOT APPLICABLE.
ITEM 9. REGULATION FD DISCLOSURE. NOT APPLICABLE.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Immediatek, Inc.
By: /s/ Zach Bair
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Zach Bair
Chief Executive Officer
Date: December 30, 2002
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