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

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

IMMEDIATEK, INC.

(Exact name of registrant as specified in its charter)

Nevada		86-0881193
(State or other jurisdiction of incorporation or		(IRS Employer Identification No.)
organization)
320 South Walton
Dallas, Texas		75226
(Address of principal executive offices)		(Zip code)

(214) 363-8183

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for 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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of May 14, 2010, the issuer had 15,865,641 shares of common stock outstanding.

 

 

IMMEDIATEK, INC.

TABLE OF CONTENTS

		Page
Introduction			1
Trademarks and Service Marks			1
Market and Industry Data and Forecasts			1
Forward-Looking Statements			1
Part I — Unaudited Financial Information			3
Item 1. Unaudited Financial Statements			3
Unaudited Condensed Consolidated Balance Sheets at March 31, 2010 and December 31, 2009			3
Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2010 and 2009 and for the Period from January 1, 2008 (Re-entry of Development Stage) to March 31, 2010			4
Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2010 and 2009 and for the Period from January 1, 2008 (Re-entry of Development Stage) to March 31, 2010			5
Notes to Unaudited Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			10
Item 3. Quantitative and Qualitative Disclosures about Market Risk			17
Item 4T. Controls and Procedures			17
Part II — Other Information			18
Item 6. Exhibits			18
Signatures			S-1
Exhibit 31.1
Exhibit 32.1

INTRODUCTION

Unless the context otherwise indicates, all references in this Quarterly Report on Form 10-Q to the “Company,” “Immediatek,” “DiscLive,” “IMKI Ventures,” “we,” “us,” “our” or “ours” or similar words are to Immediatek, Inc. and its direct, wholly-owned subsidiaries, DiscLive, Inc. or IMKI Ventures, Inc. Accordingly, there are no separate financial statements for DiscLive, Inc. or IMKI Ventures, Inc.

TRADEMARKS AND SERVICE MARKS

This Quarterly Report on Form 10-Q contains registered trademarks and service marks owned or licensed by entities and persons other than us.

MARKET AND INDUSTRY DATA AND FORECASTS

Market and industry data and other statistical information and forecasts used throughout this Quarterly Report on Form 10-Q are based on independent industry publications, government publications and reports by market research firms or other published independent sources. Some data also is based on our good faith estimates, which are derived from our review of internal surveys, as well as independent sources. Forecasts are particularly likely to be inaccurate, especially over long periods of time.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the materials incorporated by reference into this Quarterly Report on Form 10-Q include “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally can be identified as such because the context of the statement includes words such as “may,” “estimate,” “intend,” “plan,” “believe,” “expect,” “anticipate,” “will,” “should” or other similar expressions. Similarly, statements in this Quarterly Report on Form 10-Q that describe our objectives, plans or goals also are forward-looking statements. These statements include those made on matters such as our financial condition, litigation, accounting matters, our business, our efforts to grow our business and increase efficiencies, our efforts to use our resources judiciously, our efforts to implement new financial software, our liquidity and sources of funding and our capital expenditures. All forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. We assume no obligation to update any forward-looking statements. Certain factors that could cause actual results to differ include, among others:

•

our inability to continue as a going concern;

•

our history of losses, which are likely to continue;

•

our inability to utilize the funds received in a manner that is accretive;

•

our inability to generate sufficient funds from operating activities to fund operations;

•

difficulties in developing and marketing new products;

•

inability to locate lines of business to acquire or, if acquired, to integrate them;

•

inability to execute our growth and acquisition strategy;

•

dependence on third-party contractors and third-party platforms and websites; and

•

general economic conditions, including among others, the pronounced recession, rising unemployment and major bank failures and unsettled capital markets.

For a discussion of these and other risks and uncertainties that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which was filed with the Securities and Exchange Commission, or SEC, on March 31, 2010.

In addition, these forward-looking statements are necessarily dependent upon assumptions and estimates that may prove to be incorrect. Accordingly, while we believe that the plans, intentions and expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these plans, intentions or expectations will be achieved. The forward-looking statements included in this report, and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, are expressly qualified in their entirety by the risk factors and cautionary statements discussed in our filings under the Securities Act of 1933 and the Securities Exchange Act of 1934. We undertake no obligation to update any forward-looking statements to reflect future events or circumstances.

PART I — UNAUDITED FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements.

Immediatek, Inc.
(A Development Stage Enterprise)

		March 31,				December 31,
		2010				2009
Assets
Current assets:
Cash		$	53,123			$	278,795
Accounts receivable (including $9,263 and $2,413 due from a related party at March 31, 2010 and December 31, 2009, respectively)			10,483				3,609
Prepaid expenses and other current assets			16,233				7,940
Total current assets			79,839				290,344
Fixed assets, net			3,279				3,872
Total Assets		$	83,118			$	294,216
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable		$	12,152			$	14,261
Accrued liabilities (including $572 and $17,384 due to related parties at March 31, 2010 and December 31, 2009, respectively)			41,925				26,043
Note payable-related party			772,500				750,000
Total current liabilities			826,577				790,304
Series A convertible preferred stock (conditionally redeemable); $0.001 par value 4,392,286 authorized, issued and outstanding at March 31, 2010 and December 31, 2009; redemption/liquidation preference of $3,000,000			3,000,000				3,000,000
Series B convertible preferred stock (conditionally redeemable); $0.001 par value 69,726 authorized, issued and outstanding at March 31, 2010 and and December 31,2009; redemption/liquidation preference of $500,000			500,000				500,000
Stockholders’ deficit:
Common stock, $0.001 par value, 500,000,000 shares authorized and 535,321shares issued and outstanding at March 31, 2010 and December 31, 2009, respectively			535				535
Additional paid in capital			173,602				163,102
Deficit accumulated during the development stage			(2,078,295	)			(1,820,424	)
Accumulated deficit — prior to the development stage			(2,339,301	)			(2,339,301	)
Total stockholders’ deficit			(4,243,459	)			(3,996,088	)
Total Liabilities, Preferred Stock and Stockholders’ Deficit		$	83,118			$	294,216

See accompanying notes to unaudited condensed consolidated financial statements.

Immediatek, Inc.
(A Development Stage Enterprise)

										For the Period from
										January 1, 2008
										(re-entry of
		For the Three Months Ended March 31,								development stage)
		2010				2009				to March 31, 2010
Revenues		$	23			$	62			$	1,254
Cost of revenues			—				—				—
Gross margin			23				62				1,254
Expenses:
Research & development expenses			98,519				108,804				976,527
Consulting services			—				—				35,006
Non-cash consulting expense — related party			10,500				10,500				94,500
Professional fees			81,420				42,574				380,089
Salaries and benefits			60,558				42,583				402,082
Depreciation and amortization			592				1,793				33,036
Gain on sale of assets held for sale			—				(54	)			(245	)
Impairment of fixed assets and assets held for sale			—				—				123,188
Other general and administrative expenses			9,469				10,316				80,400
Total expenses			261,058				216,516				2,124,583
Net operating loss			(261,035	)			(216,454	)			(2,123,329	)
Other income (expense):
Other income — related party			8,788				10,458				62,940
Interest income			—				115				5,102
Interest expense — related party			(5,624	)			(432	)			(23,008	)
Net loss			(257,871	)			(206,313	)			(2,078,295	)
Deemed dividend related to the beneficial conversion feature on Series B convertible preferred stock			—				—				(205,145	)
Net loss attributable to common stockholders		$	(257,871	)		$	(206,313	)		$	(2,283,440	)
Weighted average number of common shares outstanding — basic and fully diluted			535,321				535,321				535,321
Basic and diluted loss per common share attributable to common stockholders		$	(0.48	)		$	(0.39	)		$	(4.27	)

See accompanying notes to unaudited condensed consolidated financial statements.

Immediatek, Inc.
(A Development Stage Enterprise)

										For the Period from
										January 1, 2008
										(Re-entry of
		For the Three Months Ended March 31,								Development Stage)
		2010				2009				to March 31, 2010
Cash flows from operating activities
Net loss		$	(257,871	)		$	(206,313	)		$	(2,078,295	)
Depreciation and amortization			592				1,793				33,036
Non-cash consulting fees — related party			10,500				10,500				94,500
Gain on sale and disposal of assets held for sale			—				(54	)			(245	)
Impairment of fixed assets and assets held for sale			—				—				123,188
Adjustments to reconcile net loss to net cash used in operating activities:
Accounts receivable			(6,874	)			(6,253	)			(6,908	)
Prepaid expenses and other current assets			(8,293	)			(16,179	)			(13,145	)
Accounts payable			(2,109	)			23,093				(11,874	)
Accrued liabilities			38,383				432				61,362
Net cash used in operating activities			(225,672	)			(192,981	)			(1,798,381	)
Cash flows from investing activities
Purchase of fixed assets			—				—				(4,256	)
Proceeds from the sale of fixed assets			—				7,649				15,973
Net cash provided by investing activities			—				7,649				11,717
Cash flows from financing activities
Proceeds from issuance of Series B convertible preferred stock			—				—				500,000
Proceeds from issuance of promissory note			—				750,000				750,000
Net cash provided by investing activities			—				750,000				1,250,000
Net (decrease) increase in cash			(225,672	)			564,668				(536,664	)
Cash at the beginning of the period			278,795				223,651				589,787
Cash at the end of the period		$	53,123			$	788,319			$	53,123
Supplemental disclosures:
Interest paid		$	—			$	—			$	—
Income taxes paid			—				—				—
Number of shares issued for acquisition of assets			—				—				60,514
Value of shares issued for acquisition of assets		$	—			$	—			$	151,286

See accompanying notes to unaudited condensed consolidated financial statements.

IMMEDIATEK, INC.
(A DEVELOPMENT STAGE ENTERPRISE)

NOTE 1 — DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business: Immediatek was originally organized as a corporation on August 6, 1998, under the laws of the State of Nevada. Prior to October 1, 2007, Immediatek, through its wholly-owned, operating subsidiary, DiscLive, Inc., recorded live content, such as concerts and conferences, and made the recorded content available for delivery to attendees within fifteen minutes after the conclusion of a live event. On October 1, 2007, DiscLive, Inc. ceased retail sales of its products in conjunction with the decision not to further pursue that line of business. It was determined that the Company re-entered the development stage at this time. However, the activity from October 1, 2007 through December 31, 2007 was not material, and we are presenting the financial statements as if the Company re-entered the development stage at January 1, 2008. On August 29, 2007, Immediatek, Inc. (the “Company” or “Immediatek”) formed a wholly-owned subsidiary, IMKI Ventures, Inc. IMKI Ventures, Inc. acquired certain assets from a related party on August 31, 2007. The consideration paid for the acquired assets was 60,514 shares of Immediatek common stock. Those acquired assets were developed into our e-commerce product called RadicalBuy, which was launched in part on October 23, 2007. RadicalBuy is an online marketplace that, in addition to providing buyers and sellers an online forum to buy and sell items, allows seller-approved third-parties to sell items on the seller’s behalf and earn a commission. RadicalBuy also enables sellers to list their items across various internet platforms such as their Facebook page, MySpace page, blog or web page through the use of a “widget” that is currently available from our RadicalBuy website.

Going Concern: The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of the assets of the Company and the satisfaction of its liabilities and commitments in the normal course of business. See Note 2 for a discussion of the Company’s ability to continue as a going concern and its plans for addressing those issues.

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements of the Company have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and formatted disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to SEC rules and regulations. These condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiaries, DiscLive, Inc. and IMKI Ventures, Inc. (collectively, the “Company”). All significant intercompany accounts and transactions have been eliminated in these condensed consolidated financial statements.

The Company’s condensed consolidated balance sheet at March 31, 2010 and condensed consolidated statements of operations for the three months ended March 31, 2010 and 2009 and for the period from January 1, 2008 (presented re-entry of development stage) to March 31, 2010 and condensed consolidated statements of cash flows for the three months ended March 31, 2010 and 2009 and for the period from January 1, 2008 (presented re-entry of development stage) to March 31, 2010 are unaudited. Certain accounts have been reclassified to conform to the current period’s presentation. In the opinion of management, these financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for the fair presentation of the Company’s financial position, results of operations and cash flows. These adjustments were of a normal, recurring nature. The results of operations for the periods presented in this Quarterly Report on Form 10-Q are not necessarily indicative of the results that may be expected for the entire year. Additional information is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which was filed with the SEC on March 31, 2010 and should be read in conjunction with this Quarterly Report on Form 10-Q.

Management Estimates and Significant Risks and Uncertainties: The preparation of the condensed consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management of the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the dates of the financial statements and the reported amounts of revenues and expenses during such reporting periods. Actual results could differ from these estimates.

IMMEDIATEK, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010

The Company is subject to a number of risks and can be affected by a variety of factors. Management of the Company believes that the following factors, as well as others, could have a significant negative effect on the Company’s future financial position, results of operations or cash flows:

•

our inability to continue as a going concern;

•

our history of losses, which are likely to continue;

•

our inability to utilize the funds received in a manner that is accretive;

•

our inability to generate sufficient funds from operating activities to fund operations;

•

difficulties in developing and marketing new products;

•

inability to locate lines of business to acquire or, if acquired, to integrate them;

•

inability to execute our growth and acquisition strategy;

•

dependence on third-party contractors and third-party platforms and websites; and

•

general economic conditions, including among others, the pronounced recession, rising unemployment and major bank failures and unsettled capital markets.

Business Segments: The Company primarily operates in one business segment: e-commerce.

Cash and Cash Equivalents: The Company classifies all highly liquid investments with initial maturities of three months or less at the time of purchase as cash equivalents. At times, cash and cash equivalents may be in excess of the Federal Deposit Insurance Corporation insurance limit.

Fair Value of Financial Instruments: Unless otherwise disclosed, the fair values of financial instruments approximate their carrying amount due primarily to their short-term nature.

Net Loss per Share: Net loss was used in the calculation of both basic and diluted loss per share. The weighted average number of shares of common stock outstanding was the same for calculating both basic and diluted loss per share. Series A and Series B Convertible Preferred Stock convertible into 14,794,999 shares of common stock outstanding at March 31, 2010 and 2009 were not included in the computation of diluted loss per share, as the effect of their inclusion would be anti-dilutive.

Comprehensive Loss: For all periods presented, comprehensive loss is equal to net loss.

Recent Accounting Pronouncements:

In September 2009, the FASB issued new accounting guidance related to the revenue recognition of multiple element arrangements. The new guidance states that if vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, companies will be required to develop a best estimate of the selling price to separate deliverables and allocate arrangement consideration using the relative selling price method. The accounting guidance will be applied prospectively and will become effective during the first quarter of 2011. Early adoption is allowed. We do not expect this accounting guidance to materially impact our financial statements.

In September 2009, the FASB issued new accounting guidance related to certain revenue arrangements that include software elements. The new guidance is to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. If a vendor elects earlier application and the first reporting period of adoption is not the first reporting period in the vendor’s fiscal year, the guidance must be applied through retrospective application from the beginning of the vendor’s fiscal year and the vendor must disclose the effect of the change to those previously reported periods. We do not expect this accounting guidance to materially impact our financial statements.

IMMEDIATEK, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010

NOTE 2 — GOING CONCERN

As shown in the accompanying condensed consolidated financial statements, as of March 31, 2010, the Company had an accumulated deficit of $4,417,596 and during the three months ended March 31, 2010, the Company incurred a net loss of $257,871 and used cash in operations of $225,672. The Company’s historical and continuing losses raise substantial doubt about the Company’s ability to continue as a going concern.

On March 25, 2009, the Company issued to Radical Holdings LP a Demand Promissory Note, in the principal amount of $750,000, bearing interest, calculated on the basis of a 365-day year, at a rate per annum equal to three percent (3%) to evidence a loan from Radical Holdings LP of $750,000 due on March 24, 2010. On March 24, 2010 a new Amended and Restated Demand Promissory Note was issued. The principal amount of this new Amended and Restated Demand Promissory Note was $772,500. This note bears interest, calculated on the basis of a 365-day year, at a rate per annum equal to three percent (3%). The new Amended and Restated Demand Promissory Note must be repaid within 30 days of receiving a demand for repayment or on March 23, 2012, whichever comes earlier.

On December 16, 2009, the Company, Officeware Corporation, or FilesAnywhere.com, Timothy Rice, Chetan Jaitly, Radical Holdings LP and Radical Investments LP entered into a Stock Exchange Agreement, or the Agreement. On April 1, 2010, the Company, FilesAnywhere.com, Timothy Rice, Chetan Jaitly, Radical Holdings LP, Radical Investments LP, Darin Divinia, Dawn Divinia, Robert Hart, Kimberly Hart, Martin Woodall and Officeware Acquisition Corporation, (or “Merger Sub”), entered into an Amendment to that Agreement dated December 16, 2009, (as so amended, the “Merger Agreement”). Under the Merger Agreement, Merger Sub, a wholly-owned subsidiary of the Company, merged with and into FilesAnywhere.com on April 1, 2010. As a result of such merger, the Company became the sole shareholder of FilesAnywhere.com and FilesAnywhere.com shareholders received 12,264,256 shares of Company common stock for all of the outstanding shares of stock of FilesAnywhere.com. In addition, subject to the terms and conditions of the Merger Agreement, the Company issued and sold, and Holdings, Darin Divinia, Dawn Divinia, Robert Hart, Kimberly Hart and Martin Woodall collectively purchased, 3,066,064 shares of Company common stock for an aggregate purchase price of $1.0 million, or approximately $0.33 per share.

As of March 31, 2010, we had $53,123 of operating funds, which together with the cash received on April 1, 2010 in conjunction with the Merger Agreement described above, management anticipates will sustain our operations, as presently conducted, through 2011. At the end of 2011, we may be required to seek additional funds if we do not generate sufficient cash from operating activities to fund our future operations. If substantial growth in our revenues does not occur, we may not be able to achieve or maintain profitability in the future. The amount of losses we will incur before achieving profitability, and the time required to reach profitability, are each highly uncertain. No assurances can be given that we will ever achieve profitability. We may continue to experience operating losses. Our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance and condition of the capital markets at the time we seek financing. No assurances can be given that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, and our stockholders may experience dilution.

IMMEDIATEK, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2010

Further, the Company may identify and pursue additional acquisitions. In the event that the Company consummates an additional acquisition, it may require additional funds prior to the end of 2011. No assurances, however, can be given that those opportunities can be realized upon, if available.

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 — SUBSEQUENT EVENTS

The Company merged with and into FilesAnywhere.com on April 1, 2010 and the Company issued and sold shares of Company common stock for an aggregate purchase price of $1.0 million as described in Note 2. FilesAnywhere.com provides online back-up, file storage and other web-based services for individuals, businesses and governmental organizations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

The following Management’s Discussion and Analysis, or MD&A, is intended to aid the reader in understanding us, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and the notes accompanying those financial statements, which are included in this Quarterly Report on Form 10-Q. MD&A includes the following sections:

•

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

On December 16, 2009, the Company, Officeware Corporation, or FilesAnywhere.com, Tim Rice, Chetan Jaitly, Radical Holdings LP, and Radical Investments LP entered into a Stock Exchange Agreement. On April 1, 2010, the Company, FilesAnywhere.com, Timothy Rice, Chetan Jaitly, Radical Holdings LP, Radical Investments LP, Darin Divinia, Dawn Divinia, Robert Hart, Kimberly Hart, Martin Woodall and Officeware Acquisition Corporation, or the Merger Sub, entered into an Amendment to that Agreement dated December 16, 2009, or, the Merger Agreement. Under the Merger Agreement, Merger Sub, a wholly-owned subsidiary of the Company, merged with and into FilesAnywhere.com on April 1, 2010. As a result of such merger, the Company became the sole shareholder of FilesAnywhere.com and FilesAnywhere.com shareholders received 12,264,256 shares of Company common stock for all of the outstanding shares of stock of FilesAnywhere.com. In addition, subject to the terms and conditions of the Merger Agreement, the Company issued and sold, and Holdings, Darin Divinia, Dawn Divinia, Robert Hart, Kimberly Hart and Martin Woodall collectively purchased, 3,066,064 shares of Company common stock for an aggregate purchase price of $1.0 million, or approximately $0.33 per share. FilesAnywhere.com provides online back-up, file storage and other web-based services for individuals, businesses and governmental organizations.

Our Business

General

Immediatek is a Nevada corporation. Our principal executive offices are located at 320 South Walton, Dallas, Texas 75226, and our telephone number is (214) 363-8183. Prior to October 1, 2007, Immediatek, through its wholly-owned, operating subsidiary, DiscLive, Inc., recorded live content, such as concerts and conferences, and made the recorded content available for delivery to attendees within fifteen minutes after the conclusion of a live event. On October 1, 2007, DiscLive, Inc. ceased retail sales of its products in conjunction with the decision not to further pursue that line of business. It was determined that the Company re-entered the development stage at this time. However, the activity from October 1, 2007 through December 31, 2007 was not material, and we are presenting the financial statements as if the Company re-entered the development stage at January 1, 2008.

Currently, our principal line of business is our e-commerce product called RadicalBuy, operated by our subsidiary IMKI Ventures. RadicalBuy is an online marketplace, which, in addition to providing buyers and sellers an online forum to buy and sell items, allows seller-approved third-parties to sell items on the seller’s behalf and earn a commission. Currently, the RadicalBuy product may be accessed through the RadicalBuy website or through Facebook, MySpace, a personal blog or other website by the use of a “widget” that is currently available from our RadicalBuy website. Using RadicalBuy, sellers can list an item and have it visible to all RadicalBuy users instantly whether those users access RadicalBuy through our website or the RadicalBuy widget that sellers can install on their Facebook, MySpace, blog or other website. RadicalBuy takes advantage of social networks, such as Facebook and MySpace, to increase the likelihood that an item will be sold based on the premise that a buyer might be more comfortable buying something from a seller located in their own circle of “friends” instead of a stranger using other classified advertising avenues. After an item is listed, others can post the listing on their RadicalBuy account to earn a commission. The amount of commission paid is at the discretion of the seller. If a user has nothing to sell, RadicalBuy allows all users to list other users’ items to earn commission. Users can leave feedback about sellers and buyers, and read others’ comments before buying or selling anything on the RadicalBuy platform.

In addition to these current platforms for RadicalBuy, IMKI Ventures plans to continue to search for additional platforms on which the widget could operate. One such potential platform that IMKI Ventures is examining is interactive television. Interactive television may permit RadicalBuy to provide buyers and sellers with a forum that could be accessed through cable television, a computer connected to a television (such as Apple TV) or a gaming device such as a Sony Playstation, Microsoft Xbox or Nintendo Wii. We are also exploring whether there are other potential applications of the technology we have developed.

RadicalBuy does not currently charge a fee for listing items for sale; it only charges a commission-based fee upon the sale of items that are listed. The final value selling fee is based on a tiered platform. The fee schedule is 5% of the first $25 in value, plus 3% of the value from $25 to $1,000, plus 1.5% of the value over $1,000. The maximum final selling value fee is $500 per item.

Additionally, while not a part of our business in the first quarter of this year, since we consummated the merger transaction with FilesAnywhere.com on April 1, 2010, we expect that in the future the FilesAnywhere.com business will also be a principal line of business for the Company. FilesAnywhere.com provides online back-up, file storage and other web-based services for individuals, businesses and governmental organizations.

History of Operating Losses

The following tables present our net loss and cash used in operating activities for the periods indicated.

		For the Three Months Ended March 31,
		2010				2009
		(unaudited)				(unaudited)
Net loss		$	(257,871	)		$	(206,313	)
Net cash used in operating activities		$	(225,672	)		$	(192,981	)

Our existence and operations are dependent upon our ability to generate sufficient funds from operations to fund operating activities.

The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2009 included an emphasis paragraph, in addition to their audit opinion, stating that our recurring losses from operations and substantial accumulated deficit raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible effects on recoverability and classification of assets or the amounts and classification of liabilities that may result from our inability to continue as a going concern.

We funded our operations during the three months ended March 31, 2010, primarily from the proceeds generated by the related party note payable issued in March 2009 and then Amended and Restated in March of 2010.

Our Objectives

At this time, our primary strategy is to grow the user base for RadicalBuy and transaction volume and to explore whether there are other potential applications of the technology we have developed. In addition, since we consummated the merger transaction with FilesAnywhere.com on April 1, 2010, we are developing strategies to grow the user base for that business as well.

Areas of Focus

RadicalBuy — Increase Users and Transactions. We are focusing on increasing the number of users of RadicalBuy and the number of items listed for sale through it. In that respect, we may offer promotions to new and existing users to list their items for sale through RadicalBuy.

Other Potential Applications of the Technology We Have Developed. We have developed technology that enables content delivery and interactivity across various platforms such as a Facebook page, MySpace page, blog, webpage, cable television, internet enabled televisions or a gaming device such as a Sony Playstation, Microsoft Xbox or Nintendo Wii. We are exploring whether other companies may have interest in utilizing our technology to deliver their content and allow for interactivity with their customers or users across these various platforms.

FilesAnywhere.com—Increase Users and Services. We also are focusing on increasing the number of users of FilesAnywhere.com and the amount of services which we can provide to them. Additionally, we are focusing on efficiently integrating the FilesAnywhere.com business with our business.

Acquisitions. We may also identify and pursue additional potential acquisition candidates to support our strategy of growing and diversifying our business through selective acquisitions. In addition to FilesAnywhere.com acquisition which was consummated on April 1, 2010, we may identify and pursue additional potential acquisition candidates. No assurances can be given, however, that we will be successful in identifying any potential targets and, when identified, consummating their acquisition.

Challenges and Risks

Operating in this area provides unique opportunities; however, challenges and risks accompany those opportunities. Our management has identified the following material challenges and risks that will require substantive attention from our management (see “Liquidity and Capital Resources and Financial Position—Liquidity” beginning on page 20).

Utilizing Funds on Hand in a Manner that is Accretive. If we do not manage our assets aggressively and apply the available capital judiciously, we may not generate sufficient cash from our operating activities to fund our operations going forward, which would require us to seek additional funding in the future.

Growing Users and Listed Items. In order to be successful with the RadicalBuy application, we will be required to grow the number of users and items listed for sale. In addition, we will need to ensure that the users are actively utilizing the application and that transactions are occurring. We are considering the use of incentives or promotions to attract users and transactions.

Competition. There are companies in this industry that have far more financial resources and a larger market share than us. In order to compete with these companies, we will be required to be innovative and create more attractive functions and features.

Integration of FilesAnywhere.com. In order to be successful with FilesAnywhere.com, we will need to efficiently integrate that business with our own. Once integrated, we will be required to be innovative with regard to the FilesAnywhere.com business in order to grow that business.

Additionally, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which was filed with the SEC on March 31, 2010.

Challenges and risks, including those described above, if not properly addressed or managed, may have a material adverse effect on our business. Our management, however, is endeavoring to properly manage and address these challenges and risks.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America, which requires management to make estimates, judgments and assumptions with respect to the amounts reported in the condensed consolidated financial statements and in the notes accompanying those financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles, however, have been condensed or omitted pursuant to the rules and regulations promulgated by the SEC. We believe that the most critical accounting policies and estimates relate to the following:

•

Convertible Securities. From time to time, we have issued, and in the future may issue, convertible securities with beneficial conversion features. We account for these convertible securities in accordance with Emerging Issues Task Force, or EITF, Issue No. 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios (EITF 98-5) and EITF 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments which is incorporated in ASC Topic 470, Beneficial Conversion Feature.

•

Revenue Recognition. With respect to RadicalBuy, revenues are recognized when evidence of an arrangement exists, the fee is fixed and determinable, no significant obligation remains and collection of the receivable is reasonably assured. RadicalBuy generates transaction revenues from final value and feature fees. Feature fee revenues are recognized ratably over the estimated period of the feature, while revenues related to final value fees are recognized at the time that the transaction is successfully concluded. A transaction is considered successfully concluded when at least one buyer has offered to purchase the item. To date, minimal revenues have been generated from RadicalBuy.

While our estimates and assumptions are based upon our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from those estimates and assumptions.

Recent Accounting Standards and Pronouncements

Refer to “Note 1 — Description of Business and Summary of Significant Accounting Policies” accompanying the consolidated financial statements commencing on page 6 for a discussion of recent accounting standards and pronouncements.

Operations Review

The Three Months Ended March 31, 2010 Compared to the Three Months
Ended March 31, 2009

		For the Three Months Ended March 31,								2010 vs 2009
		2010				2009				Change				% Change
Revenues		$	23			$	62			$	(39	)			(63	)%
Cost of sales			—				—				—				—
Gross (loss) margin			23				62				(39	)			(63	)
Gross (loss) margin percentage			100	%			100	%
R & D expenses			98,519				108,804				(10,285	)			(9	)
General and administrative expenses			9,469				10,316				(847	)			(8	)
Non-cash consulting services — related party			10,500				10,500				—				—
Professional fees			81,420				42,574				38,846				91
Salaries and benefits			60,558				42,583				17,975				42
Depreciation and amortization			592				1,793				(1,201	)			(67	)
(Gain) loss on sale of assets held for sale			—				(54	)			54				(100	)
Net operating loss			(261,035	)			(216,454	)			(44,581	)			21
Other income — related party			8,788				10,458				(1,670	)			(16	)
Interest income			—				115				(115	)			(100	)
Interest expense — related party			(5,624	)			(432	)			(5,192	)			100
Net loss		$	(257,871	)		$	(206,313	)			(51,558	)			25	%
Weighted average number of common shares outstanding — basic and fully diluted			535,321				535,321				—				—	%
Basic and diluted loss per share attributable to common stockholders		$	(0.48	)		$	(0.39	)			(0.10	)			25	%

Revenues. As of March 31, 2010 and 2009, revenues generated from RadicalBuy have been minimal. Since RadicalBuy is a new line of business, revenues are difficult to anticipate until we achieve a consistent user base. We are actively working on additions and improvements to RadicalBuy that should result in increased users and, consequently, increased sales through the RadicalBuy application. No assurances, however, can be given that we will be able to attract a significant number of additional users or sales.

Research and Development Expenses. The decrease in research and development expenses for the three month period ended March 31, 2010 compared to the three month period ended March 31, 2009 was due to the reduction in workforce that occurred in the first quarter of 2009. Research and development expenses were deployed to enhance the technology supporting our RadicalBuy widget, the website and possible other applications of our technology.

Non-Cash Consulting Expense — Related Party. Many services were provided under the Management Services Agreement dated December 31, 2009, with Radical Ventures, L.L.C., an affiliate of Radical Holdings LP. Pursuant to this Management Services Agreement, personnel of Radical Ventures, L.L.C. provide certain management services to us, including, among others, legal, financial, marketing and technology. These services are provided to us at a cost of $3,500 per month; however, we are not required to pay these fees or reimburse expenses and, accordingly, account for these costs of services and expenses as deemed contributions to us. This agreement expires, pursuant to its terms, on December 31, 2010. This agreement may be terminated upon 30 days’ written notice by Radical Ventures, L.L.C. for any reason or by us for gross negligence. We also agreed to indemnify and hold harmless Radical Ventures, L.L.C. for its performance of these services, except for gross negligence and willful misconduct. Further, we limited Radical Ventures, L.L.C.’s maximum aggregate liability for damages under this agreement to the amounts deemed contributed to us by virtue of this agreement during twelve months prior to that cause of action.

Professional Fees. Professional fees increased in the three month period ended March 31, 2010 compared to the same period in 2009 primarily due to an increase in fees related to the FilesAnywhere.com transaction. We expect professional fees to increase in 2010, as compared to 2009, in connection with anticipated increases in fees resulting from work done related to the integration of FilesAnywhere.com.

Salaries and Benefits. The increase in salaries and benefits expense for the three-month period ended March 31, 2010, as compared to the three-month period ended March 31, 2009, is attributable to increasing the role of a part-time employee to a full-time position in the latter half of 2009, in order to implement additional procedures and testing to further comply with the anticipated Sarbanes-Oxley requirement for the audit of our internal controls and to handle additional work related to the FilesAnywhere.com transaction.

Depreciation and Amortization. Depreciation and amortization decreased during the three months ended March 31, 2010, as compared to the same period in 2009, due to the reduction in the useful life of the Company’s fixed assets without repair or replacement.

Other Income — Related Party. On February 28, 2008, we entered into an Agreement for Project Staffing Services with HDNet Fights, Inc., an affiliate of Radical Holdings LP. On February 6, 2009, we entered into an Agreement for Project Staffing Services with Silver Cinemas Acquisition Co., an affiliate of Radical Holdings LP. Services to these affiliates include providing personnel, as independent contractors on an hourly-fee basis, to perform computer software programming, system analysis, design, project management, consulting, and education and training for HDNet Fights, Inc. and Silver Cinemas Acquisition Co. The decrease in these amounts for the three-month period ended March 31, 2010 compared to the same period in 2009 results from the reduced amount of work performed under these agreements.

Interest Income. Interest income decreased during the three months ended March 31, 2010, as compared to the same period in 2009, due to a general decline in interest rates and a decline in the cash balances of the Company.

Interest Expense — Related Party. On March 25, 2009, the Company received $750,000 from Radical Holdings LP under a Demand Promissory Note bearing interest, calculated on the basis of a 365-day year, at a rate per annum equal to three percent (3%) due on March 24, 2010. On March 24, 2010, this note was refinanced through the issuance of a new Amended and Restated Demand Promissory Note. The principal amount of this new Amended and Restated Demand Promissory Note was $772,500. This note bears interest, calculated on the basis of a 365-day year, at a rate per annum equal to three percent (3%). The new Amended and Restated Demand Promissory Note must be repaid within 30 days of receiving a demand for repayment or on March 23, 2012, whichever comes earlier.

Liquidity and Capital Resources and Financial Position

General

On July 18, 2008, the Company and Radical Holdings LP entered into a Securities Purchase Agreement (the “Purchase Agreement”). Subject to the terms and conditions of the Purchase Agreement, the Company issued and sold, and Radical Holdings LP purchased, 69,726 shares of Series B Convertible Preferred Stock of the Company for an aggregate purchase price of $500,000, or $7.17092619 per share of Series B Convertible Preferred Stock. The proceeds from the issuance and sale of the Series B Convertible Preferred Stock were utilized to pay all outstanding liabilities through the end of 2008 and for several months of 2009.

On March 25, 2009, the Company received $750,000 from Radical Holdings LP under a Demand Promissory Note bearing interest, calculated on the basis of a 365-day year, at a rate per annum equal to three percent (3%) due on March 24, 2010. On March 24, 2010, this note was refinanced through the issuance of a new Amended and Restated Demand Promissory Note. The principal amount of this new Amended and Restated Demand Promissory Note was $772,500. This note bears interest, calculated on the basis of a 365-day year, at a rate per annum equal to three percent (3%). The new Amended and Restated Demand Promissory Note must be repaid within 30 days of receiving a demand for repayment or on March 23, 2012, whichever comes earlier.

On December 16, 2009, the Company, Officeware Corporation, or FilesAnywhere.com, Tim Rice, Chetan Jaitly, Radical Holdings LP, and Radical Investments LP entered into a Stock Exchange Agreement. On April 1, 2010, the Company, FilesAnywhere.com, Timothy Rice, Chetan Jaitly, Radical Holdings LP, Radical Investments LP, Darin Divinia, Dawn Divinia, Robert Hart, Kimberly Hart, Martin Woodall and Officeware Acquisition Corporation, or the Merger Sub, entered into an Amendment to that Agreement dated December 16, 2009, or, the Merger Agreement. Under the Merger Agreement, Merger Sub, a wholly-owned subsidiary of the Company, merged with and into FilesAnywhere.com on April 1, 2010. As a result of such merger, the Company became the sole shareholder of FilesAnywhere.com and FilesAnywhere.com shareholders received 12,264,256 shares of Company common stock for all of the outstanding shares of stock of FilesAnywhere.com. In addition, subject to the terms and conditions of the Merger Agreement, the Company issued and sold, and Holdings, Darin Divinia, Dawn Divinia, Robert Hart, Kimberly Hart and Martin Woodall collectively purchased, 3,066,064 shares of Company common stock for an aggregate purchase price of $1.0 million, or approximately $0.33 per share.

As of March 31, 2010, we had $53,123 of operating funds, which together with the cash received on April 1, 2010 in conjunction with the Merger Agreement described above, management anticipates will sustain our operations, as presently conducted, through 2011. At the end of 2011, we may be required to seek additional funds if we do not generate sufficient cash from operating activities to fund our future operations. If substantial growth in our revenues does not occur, we may not be able to achieve or maintain profitability in the future. The amount of losses we will incur before achieving profitability, and the time required to reach profitability, are each highly uncertain. No assurances can be given that we will ever achieve profitability. We may continue to experience operating losses. Our ability to obtain financing will depend, among other things, on our development efforts, business plans, operating performance and condition of the capital markets at the time we seek financing. No assurances can be given that additional financing will be available to us on favorable terms when required, or at all. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, and our stockholders may experience dilution.

Our goal is to grow the use of RadicalBuy and FilesAnywhere.com, which we expect will generate revenue to support our operations. No assurances, however, can be given that these lines of business will generate sufficient operating funds to support our operating activities. In addition, we are exploring whether other companies may have interest in utilizing our technology to deliver their content and allow for interactivity with their customers or users across these various platforms.

We may also pursue various acquisition targets that could provide us with operating funds to support our activities. In the event that we acquire a target, depending on the nature of that target, we may require additional funds to consummate the acquisition or support our operations going forward. No assurances, however, can be given that we will be able to identify a potential target, consummate the acquisition of the target and, if consummated, integrate the target company and realize funds from operations.

Operating Activities. Cash used in operations was $225,672 in the three months ended March 31, 2010, as compared to $192,981 for the three months ended March 31, 2009. The increase is primarily due to the increased professional fees related to the FilesAnywhere.com transaction.

Investing Activities. No cash was provided by investing activities for the three months ended March 31, 2010 as compared to $7,649 provided by investing activities for the three months ended March 31, 2009. The activity was primarily related to proceeds received from the sale of assets held for sale in 2009.

Financing Activities. For the three-month period ended March 31, 2010, no amounts were provided by financing activities while $750,000 was provided by financing activities for the three-month period ended March 31, 2009. On March 25, 2009, the Company received $750,000 from Radical Holdings LP under a Demand Promissory Note bearing interest, calculated on the basis of a 365-day year, at a rate per annum equal to three percent (3%) due on March 24, 2010. On March 24, 2010, this note was refinanced through the issuance of a new Amended and Restated Demand Promissory Note. The principal amount of this new Amended and Restated Demand Promissory Note was $772,500. This note bears interest, calculated on the basis of a 365-day year, at a rate per annum equal to three percent (3%). The new Amended and Restated Demand Promissory Note must be repaid within 30 days of receiving a demand for repayment or on March 23, 2012, whichever comes earlier.

Indebtedness

On March 25, 2009, we received a loan in the amount of $750,000 from Radical Holdings LP and we issued to Radical Holdings LP a Demand Promissory Note, in the principal amount of $750,000, bearing interest, calculated on the basis of a 365-day year, at a rate per annum equal to three percent (3%) due on March 24, 2010. On March 24, 2010, this note was refinanced and a new Amended and Restated Demand Promissory Note was issued. At March 31, 2010 the principal and accrued interest of this Amended and Restated Demand Promissory Note was $773,008. This note bears interest, calculated on the basis of a 365-day year, at a rate per annum equal to three percent (3%). The principal amount of this new Amended and Restated Demand Promissory Note was $772,500. The Amended and Restated Demand Promissory Note must be repaid within 30 days of receiving a demand for repayment or on March 23, 2012, whichever comes earlier.

Liquidity

We believe that the funds received from the issuance of common stock in conjunction with our transaction with FilesAnywhere.com along with funds generated by the operation of FilesAnwhere.com will provide us with the necessary funds to operate our business until the end of 2011. While we are undertaking various plans and measures that we believe will increase funds generated from operating activities, no assurances can be given that those plans and measures will be successful in increasing funds generated from operating activities. Accordingly, we anticipate that we may be required to seek additional funds by the end of 2011 to fund our future operating activities.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our chief executive officer and president (our Principal Executive Officer and Principal Financial Officer) is responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) for us. Based on the evaluation of our disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act) required by Exchange Act Rules 13a-15(b) or 15d-15(b), our principal executive officer and our principal financial officer has concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.

Changes in internal controls. There were no changes in our internal controls over financial reporting as defined in Exchange Act Rule 13a-15(f) that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 6. Exhibits.

The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K.

Exhibit
Number				Description of Exhibit
	3.1			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).
	10.1			Amended and Restated Demand Promissory Note, dated March 24, 2010, issued by Immediatek, Inc. to the order of Radical Holdings LP (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 25, 2010 and incorporated herein by reference).
	31.1	*		Certification of Principal Executive Officer and 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).

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INDEX TO EXHIBITS

Exhibit
Number				Description of Exhibit
	3.1			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).
	10.1			Amended and Restated Demand Promissory Note, dated March 24, 2010, issued by Immediatek, Inc. to the order of Radical Holdings LP (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 25, 2010 and incorporated herein by reference).
	31.1	*		Certification of Principal Executive Officer and 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).