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 1934
For the quarterly period ended June 30, 2003.
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[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
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Commission File Number: 000-26073
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Immediatek, Inc.
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 86-0881193
---------------------------- ----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification)
2435 N. Central Expressway Suite 1200, Richardson, TX 75080
----------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 712-7336
--------------
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 [ ]
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 [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Common Stock, $0.001 par value per share, 500,000,000 shares authorized, as of
April 30, 2003, the issuer had 20,379,997 shares of common stock outstanding.
Traditional Small Business Disclosure Format (check one)
Yes [ ] No [X]
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements............................................. 3
Balance Sheet (unaudited)........................................ 4
Statements of Operations (unaudited)............................. 4
Statements of Cash Flows (unaudited)............................. 5
Notes to Financial Statements.................................... 6-7
Item 2. Management's Discussion and Analysis of Plan
of Operation.................................................... 8
Item 3. Controls and Procedures.......................................... 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................ 12
Item 2. Changes in Securities and Use of Proceeds........................ 12
Item 3. Defaults upon Senior Securities.................................. 12
Item 4. Submission of Matters to a Vote
of Security Holders............................................. 12
Item 5. Other Information................................................. 12
Item 6. Exhibits and Reports on Form 8-K.................................. 12
Signatures.................................................................. 13
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
Immediatek, Inc
(formerly ModernGroove Entertainment, Inc.)
(a Development Stage Company)
Balance Sheet
Unaudited
June 30,
2003
-----------
Assets
Current assets:
Cash $ 27,356
Accounts receivable 1,647
Prepaid expenses 1,845
-----------
Total current assets 30,848
-----------
Fixed assets, net 1,487
Intellectual property 18,101
-----------
$ 50,436
===========
Liabilities and Stockholders' (Deficit)
Current liabilities:
Accounts payable $ 41,950
Notes payable 122,500
Shareholder loan 7,500
-----------
Total current liabilities 171,950
-----------
Stockholders' (deficit):
Common stock, $0.001 par value, 500,000,000 shares
authorized, 20,379,997 shares issued and outstanding 20,380
Additional paid-in capital 2,868,685
(Deficit) accumulated during development stage (3,010,579)
-----------
(121,514)
-----------
$ 50,436
===========
The accompanying notes are an integral part of these financial statements.
3
Immediatek, Inc.
(formerly ModernGroove Entertainment, Inc.)
(a Development Stage Company)
Statements of Operations
Unaudited
Three months ended Six months March 1, 2002 March 1, 2002
June 30, ended (inception) to (inception) to
---------------------------- June 30, June 30, June 30,
2003 2002 2003 2002 2003
------------ ------------ ------------ ------------ ------------
Revenue $ 31,048 $ 26,512 $ 40,013 $ 26,512 $ 109,742
Cost of goods sold 716 -- 716 -- 716
------------ ------------ ------------ ------------ ------------
Gross profit 30,332 26,512 39,297 26,512 109,026
------------ ------------ ------------ ------------ ------------
Expenses:
General and administrative expenses 13,175 4,360 80,386 10,112 145,414
Depreciation 42 42 42
Consulting fees -- -- 68,400 -- 472,152
Consulting fees - related party -- -- -- -- 16,408
Compensation expenses - related party -- -- 2,335,080 -- 2,335,080
Research and development 7,875 7,875 7,875
Salaries and wages -- 13,619 -- 13,619 55,243
Officer salaries 28,510 -- 34,502 -- 87,827
------------ ------------ ------------ ------------ ------------
Total expenses 49,602 17,979 2,526,285 23,731 3,120,041
------------ ------------ ------------ ------------ ------------
Net (loss) from operations (19,270) 8,533 (2,486,988) 2,781 (3,011,015)
Other (income):
Other (437) -- (437) -- (437)
------------ ------------ ------------ ------------ ------------
Net (loss) $ (18,833) $ 8,533 $ (2,486,551) $ 2,781 $ (3,010,299)
============ ============ ============ ============ ============
Weighted average number of
common shares outstanding - basic and fully diluted 20,379,997 1,722,600 11,139,299 1,722,600
============ ============ ============ ============
Net (loss) per share - basic and fully diluted $ (0.00) $ 0.00 $ (0.22) $ 0.00
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
4
Immediatek, Inc.
(formerly ModernGroove Entertainment, Inc.)
(a Development Stage Company)
Statements of Cash Flow
Unaudited
Six months March 1, 2002 March 1, 2002
ended (Inception) to (Inception) to
June 30, June 30, June 30,
2003 2002 2003
-------------- -------------- --------------
Cash flows from operating activities
Net (loss) $ (2,486,551) $ 2,781 $ (3,010,299)
Depreciation 42 -- 42
Shares issued for services 68,400 -- 472,152
Shares issued for services - related party -- -- 16,408
Shares issued as compensation to related parties 2,335,080 -- 2,335,080
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
(Increase) decrease in accounts receivable (1,205) (13,316) (1,647)
(Increase) in prepaid expenses (1,845) -- (1,845)
Increase (decrease) in accounts payable (8,689) 4,832 41,950
-------------- -------------- --------------
Net cash (used) by operating activities (94,768) (5,703) (148,159)
-------------- -------------- --------------
Cash flows from investing activities
Purchase of fixed assets (1,529) -- (1,529)
-------------- -------------- --------------
Net cash (used) by investing activities (1,529) -- (1,529)
-------------- -------------- --------------
Cash flows from financing activities
Common stock -- -- 45,515
Payments on notes payable (3,692) -- --
Proceeds from notes payable 122,500 -- 122,500
Proceeds from shareholder loan -- 3,692 7,500
-------------- -------------- --------------
Net cash provided by financing activities 118,808 3,692 175,515
-------------- -------------- --------------
Net increase (decrease) in cash 22,511 (2,011) 27,356
Cash - beginning 4,845 -- --
-------------- -------------- --------------
Cash - ending $ 27,356 $ (2,011) $ 27,356
============== ============== ==============
Supplemental disclosures:
Interest paid $ -- $ -- $ --
============== ============== ==============
Income taxes paid $ -- $ -- $ --
============== ============== ==============
Number of shares issued for services 380,000 -- 547,800
============== ============== ==============
Number of shares issued for services to related party -- -- 8,200
============== ============== ==============
Number of shares issued as compensation to related parties 18,101,397 -- 18,101,397
============== ============== ==============
The accompanying notes are an integral part of these financial statements.
5
Immediatek, Inc.
(formerly ModernGroove Entertainment, Inc.)
(a Development Stage Company)
Notes
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, 2002 and
notes 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 - 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 commenced its planned principal
operations and it has not generated any revenues. In order to obtain the
necessary capital, the Company 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.
The officers and directors are involved in other business activities and may, in
the future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.
Note 3 - Notes payable
The Company received loans totaling $122,500 from various individuals. The notes
are non-interest bearing and are due on demand.
Note 4 - Stockholders' equity
The Company is authorized to issue 5,000,000 shares of $0.001 par value
preferred stock and 500,000,000 shares of $0.001 par value common stock.
6
Common stock
------------
On March 17, 2003, the Company issued 18,101,397 shares of its $0.001 par value
common stock pursuant to two separate Asset Purchase Agreements ("Agreements")
with Paul Marin, an individual, and Zach Bair, an individual and president of
the Company, to purchase certain strategic assets. The acquired assets are
valued at $7,360 and $10,741 (based on the par value of the underlying shares)
for a combined total of $18,101. The fair market value of the underlying shares
was $0.13 per share on March 17, 2003. The difference between the par value of
$18,101 and the fair market value of $2,353,182, or $2,335,081, represents
compensation expense to Mr. Bair and Mr. Marin.
On April 10, 2003, the Company issued 380,000 shares of its $0.001 par value
common stock to an individual for consulting services valued at $68,400, the
fair market value of the underlying shares.
There have been no other issuances of common and/or preferred stock.
Note 6 - Related party transactions
Intellectual property
---------------------
On March 17, 2003, the Company entered into two separate Asset Purchase
Agreements ("Agreements") with Paul Marin, an individual, and Zach Bair, an
individual and president of the Company, to purchase certain strategic assets.
Pursuant to the terms of the Agreements, the Company issued to Mr. Marin
7,360,000 restricted shares and to Mr. Bair 10,741,397 restricted shares of its
$0.001 par value common stock for a combined total of 18,101,397 shares. The
acquired assets are valued at $7,360 and $10,741 (based on the par value of the
underlying shares) for a combined total of $18,101. The fair market value of the
underlying shares was $0.13 per share on March 17, 2003. The difference between
the par value of $18,101 and the fair market value of $2,353,182, or $2,335,081,
represents compensation expense to Mr. Bair and Mr. Marin.
Shareholder loan
----------------
As of June 30, 2003, the Company owed a shareholder $7,500. The loan is
non-interest bearing and due on demand.
7
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
Immediatek, Inc., formerly called ModernGroove Entertainment, Inc., and
originally called Barrington Laboratories, Inc., and, is a developmental stage
company, hereinafter referred to as ("the Company"), was organized by the filing
of Articles of Incorporation with the Secretary of State of the State of Nevada
on August 6, 1998. The Articles of Incorporation of the Company were amended on
December 9, 2002 to officially change the name of the Company to Immediatek,
Inc, and increase the number of authorized shares to five hundred million
(500,000,000) shares of common stock having a par value of $0.001. The
Corporation shall have the authority to issue and five million (5,000,000)
shares of preferred stock at a par value of $0.001.
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 and
the Company's flagship website, www.TwoBigToes.com.
Immediatek currently has license 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. The Company is currently focusing its efforts
towards digital media delivery, utilizing its patent pending NetBurn (tm)
technology. NetBurn (tm) is a patent-pending digital delivery system designed
for music labels, distributors, artists and retailers. NetBurn (tm) allows web
and NetBurn Station(tm) users to download and burn fully licensed music tracks
from a sophisticated content management system utilizing a simple "one-click"
interface, while at the same time protecting the copyright holders who own the
material. NetBurn (tm) allows music, audio and video buyers, using the Internet
or an Automated Digital MediaServer (tm) ("ADM") to burn digital media directly
to Recordable CDs drive and leaves no files for the user to pirate. It requires
no prior download to use, no custom drivers, and features easy centralized
software updating and robust content management.
NetBurn (tm) is available both as an Application Service Provider ("ASP")
solution as well as deployable, Internet-enabled Automated Digital MediaServers
called "NetBurn Stations(tm)". What makes this technology unique is that with
only a single mouse click by the user, or a few touches on the NetBurn
Station(tm) touch screen, selected, fully licensed music tracks are burned
directly to a CD-recordable drive. In the case of the Internet version, the user
is left with no files on their hard disk. This means there are no files for the
user to copy, thereby providing an extra layer of security and furthering the
demise of music piracy. Users pay by the track or by the CD. They can create
custom CDs complete with liner notes and CD jacket, or choose to burn exact CDs
as found in retail stores. It is Immediatek's goal to work with the music
industry and artist community to help establish the NetBurn (tm) technology as
the de facto standard for digital music delivery.
The NetBurn Stations(tm) are available in stand-up and will also be available as
countertop bolt-on units. The machines accept credit and debit cards as well as
cash, and the stand-up units are equipped with 42-inch plasma screens for
targeted custom media and advertising delivery. Various licensing packages for
both the NetBurn Stations(tm) and the core NetBurn (tm) technology are available
and flexible. Licensing, for example, may include a flat yearly fee based on
estimated burns and/or a transaction fee per burn, and a monthly charge for
NetBurn Station(tm) deployment maintenance.
NetBurn (tm) is as much a supply chain solution for the music industry as it is
a tool to be used to combat music piracy. If the Company is successful in its
mission to make NetBurn (tm) the industry standard in digital music delivery, CD
distribution in its present form, as well as the costs associated with it, will
be transformed, with significant costs being driven out of the supply chain.
Artists, record labels and end users alike will all be the beneficiaries.
Coupled with new laws and stricter policing of existing legislation, which will
increasingly become a greater disincentive to music pirates, NetBurn (tm) offers
a legal solution to end users that will retain and enhance their ability to
download individual tracks of their choice, while improving quality and
eliminating the very high risk of exposure to computer viruses. Music downloads
will not be free of charge, as is the case with existing "peer-to-peer"
solutions, but they will be less expensive than existing retail alternatives,
with no loss of quality.
8
The Company's website at www.TwoBigToes.com targets a market in providing "one
click" web CD burning capabilities. The independent musician is actively seeking
ways to promote their music. There are an estimated 300,000 musician- owned
"official websites" that promote the musician's music, the vast majority of
which do not have CD burning capabilities or e-commerce capabilities. TwoBigToes
is the first and only site to offer CD burning capabilities plus real-time sales
statistics and proceeds paid to the musician. Previously the musician has opted
to link their sites to destination sites such as CDNOW, MP3.com, Amazon Music,
etc. Under MP3.com's model, for example, the musician is required to pay a
monthly service fee of $19.99 and has access to upload their selections of MP3
files which is hosted by MP3.com's servers, with no CD burning capabilities and
shared sales proceeds.
Immediatek library includes tracks from independent artists and even some well-
known artists such as multi-platinum artist Shania Twain and world's largest
independent contemporary blues label, Alligator Records. Immediatek customer
base includes: Kviar Music, the leading Internet music portal and record label
in Latin America and Micro Center, a computer retailer with over 20 locations
across the United States.
Going Concern - The Company experienced operating losses for the period ended
March 31, 2003. 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 2.)
Results of Operations
---------------------
During the First Quarter ended March 31, 2003, the Company generated $8,965 in
revenues, this compares to no revenues for the same period last year. In its
most recent three month operating period ended March 31, 2003, the Company
experienced a net loss of $2,467,245 versus a net loss of $5,752 for the same
period last year. The bulk of this loss came from compensation expenses (related
party) of $2,335,080 to purchase certain strategic assets; general and
administrative expenses of $66,773 and consulting fees of $68,400. During the
First Quarter, the Company continued to seek new strategies for market its
business plan. Since the Company's inception, the Company experienced a net lost
$2,991,308.
During the Second Quarter, ended June 30, 2003, the Company generated $31,048 in
revenues. This compares to $26,512 in revenues for the same period last yer. In
its most recent three month operating period, ended June 30, 2003, the company
experienced a net loss of $18,833 versus a net income of $8,533 for the same
period last year. During the Second Quarter, the Company continued to seek and
deploy new strategies for marketing its business plan. Since the Company's
inception, the Company experienced a net loss of $3,010,579.
The major components to expenses faced by the company in its day-to-day
operations includes auditor fees, legal fees, developing software, databases,
marketing its internet site, 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 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.
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 (tm) products. NetBurn (tm) is a patent- pending
digital delivery system which allows web and NetBurn Station(tm) users to
download and burn fully licensed music tracks by utilizing a simple "one- click"
interface, while at the same time protecting the copyright holders who own the
material. Management does not believe the company will generate any significant
profit in the near future, as developmental and marketing costs will most likely
exceed any anticipated revenues.
9
Liquidity and Capital Resources
-------------------------------
On March 17, 2003, the Company issued 18,101,397 shares of its $0.001 par value
common stock pursuant to two separate Asset Purchase Agreements ("Agreements")
with Paul Marin, an individual, and Zach Bair, an individual and president of
the Company, to purchase certain strategic assets. The acquired assets are
valued at $7,360 and $10,741 (based on the par value of the underlying shares)
for a combined total of $18,101. The fair market value of the underlying shares
was $0.13 per share on March 17, 2003. The difference between the par value of
$18,101 and the fair market value of $2,353,182, or $2,335,081, represents
compensation expense to Mr. Bair and Mr. Marin.
On April 10, 2003, the Company issued 380,000 shares of its $0.001 par value
common stock to an individual for consulting services valued at $68,400, the
fair market value of the underlying shares.
As of March 31, 2003, the Company owed a shareholder $7,500. The loan is non-
interest bearing and due on demand. (See Financial Footnote 6.)
The Company received loans totaling $72,500 from various individuals. The notes
are non-interest bearing and are due on demand.
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 has no current commitments or other long-term debt. 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.
For the quarter ended June 30, 2003, approximately 90% of sales were derived
from one customer, Yoshi Dillon Technologies, Inc.
Employees
---------
The Company currently has five employees, three of which are officers of the
company.
The Company has no material commitments for capital expenditures nor does it
foresee the need for such expenditures over the next year.
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.
There is currently no Common Stock which is subject to outstanding options or
warrants to purchase, or securities convertible into, the Company's common
stock.
There is currently no common stock of the Company which could be sold under Rule
144 under the Securities Act of 1933 as amended or that the registrant has
agreed to register for sale by security holders.
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.
10
Forward-Looking Statements
--------------------------
This Form 10-QSB includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as other factors it
believes are appropriate in the circumstances.
However, whether actual results or developments will conform with the Company's
expectations and predictions is subject to a number of risks and uncertainties,
general economic market and business conditions; the business opportunities (or
lack thereof) that may be presented to and pursued by the Company; changes in
laws or regulation; and other factors, most of which are beyond the control of
the Company.
This Form10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar terms.
These statements appear in a number of places in this Registration and include
statements regarding the intent, belief or current expectations of the Company,
its directors or its officers with respect to, among other things: (i) trends
affecting the Company's financial condition or results of operations for its
limited history; (ii) the Company's business and growth strategies; and, (iii)
the Company's financing plans. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statements as a result of
various factors. Factors that could adversely affect actual results and
performance include, among others, the Company's limited operating history,
dependence on continued growth in the irrigation industry, potential
fluctuations in quarterly operating results and expenses, government regulation
dealing with irrigation systems, technological change and competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary statements and there can be no assurance that the
actual results or developments anticipated by the Company will be realized or,
even if substantially realized, that they will have the expected consequence to
or effects on the Company or its business or operations. The Company assumes no
obligations to update any such forward-looking statements.
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.
11
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not a party to any legal proceedings.
ITEM 2. Changes in Securities and Use of Proceeds
On February 25, 2003, the Company initiated a 1 for 250 reverse stock split and
changed it trading symbol to ITEK.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
During the quarter ended, no matters were submitted to the Company's security
holders.
ITEM 5. Other Information
Pursuant to Nevada Corporate law, NRS 78.335(5), the Board of Directors filled a
previous Board vacancy with the nomination and acceptance of Mr. Paul Marin,
effective March 20, 2003. This new board member will hold office for the
unexpired term of his predecessor and/or until his successor(s) are elected and
qualified.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Title of Document
-----------------------------------------------
31.1 Chief Executive Officer-Section 302 Certification pursuant to
Sarbane-Oxley Act.
31.2 Chief Financial Officer-Section 302 Certification pursuant to
Sarbane-Oxley Act.
32.1 Chief Executive Officer-Section 906 Certification pursuant to
Sarbane-Oxley Act.
32.2 Chief Financial Officer-Section 906 Certification pursuant to
Sarbane-Oxley Act.
(b) Reports on Form 8-K
On January 23, 2003, the Company amended its Current Report dated November, 12,
2002, pursuant to pursuant to Item 1 ("Changes in Control of Registrant"); Item
2 ("Acquisition or Disposition of Assets"); Item 5 ("Other Events"); and, Item
7. ("Exhibits"), entitled "Stock Purchase Agreement."
The Company filed a Current Report dated March 17, 2003, pursuant to Item 1
("Changes in Control of Registrant"); Item 2 ("Acquisition or Disposition of
Assets"); and, Item 7. ("Exhibits"), entitled Asset Purchase Agreements.
12
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: August 14, 2003 By: /s/ Zach Bair
--------------------------------
Zach Bair
Chairman 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: August 14, 2003 By: /s/ Zach Bair
-------------------------
Zach Bair
Chief Executive Officer
13