8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2010

Immediatek, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-26073	86-0881193
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

320 South Walton Dallas, Texas	75226
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (214) 363-8183

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This amendment is being filed to amend and supplement Item 9.01 of the Current Report on Form 8-K filed by Immediatek, Inc. (“Immediatek”) on April 8, 2010, to include the historical financial statements of Officeware Corporation (“Officeware”), the company which merged with a wholly-owned subsidiary of Immediatek on April 1, 2010, and the unaudited proforma financial information required pursuant to Items 9.01(a) and 9.01(b) of Form 8-K and to include exhibits under Item 9.01(d) of Form 8-K.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. The audited financial statements of Officeware for the years ended March 31, 2010 and March 31, 2009 are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated in their entirety herein by reference.

(b) Proforma financial information. The proforma financial information as of March 31, 2010 and for the year ended March 31, 2010 is furnished as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated in its entirety by reference.

(c) Shell company transactions. Not applicable.

(d) Exhibits.

The following exhibits are filed or furnished, depending on the relative item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.

Exhibit
Number		Description of Exhibit
	99.1	Financial statements of Officeware Corporation for the years ended March 31, 2010 and March 31, 2009 and Report of Independent Registered Accounting Firm.
	99.2	Unaudited proforma condensed combined financial statements as of March 31, 2010 and for the year ended March 31, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Immediatek, Inc., a Nevada corporation
Date: June 18, 2010	By:	/s/ Darin Divinia
		Name:	Darin Divinia
		Title:	President

INDEX TO EXHIBITS

Exhibit
Number		Description of Exhibit
	99.1	Financial statements of Officeware Corporation for the years ended March 31, 2010 and March 31, 2009 and Report of Independent Registered Accounting Firm.
	99.2	Unaudited proforma condensed combined financial statements as of March 31, 2010 and for the year ended March 31, 2010.

EX-99.1

Exhibit 99.1

Officeware Corporation

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Accounting Firm		F-1
Balance Sheets as of March 31, 2010 and 2009		F-2
Statements of Operations for the years ended March 31, 2010 and 2009		F-3
Statement of Changes in Stockholders’ Equity for the years ended March 31, 2010 and 2009		F-4
Statements of Cash Flows for the years ended March 31, 2010 and 2009		F-5
Notes to Financial Statements		F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Director and Stockholders
Officeware Corporation

We have audited the accompanying balance sheets of Officeware Corporation (the “Officeware”) as of March 31, 2010 and March 31, 2009, and the related statements of operations, stockholders’ equity and cash flows for each of the years then ended. These financial statements are the responsibility of Officeware’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Officeware as of March 31, 2010 and March 31, 2009, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

/s/ Hein & Associates LLP

Hein & Associates LLP
Dallas, TX
June 18, 2010

F-1

Officeware Corporation

Balance Sheets

	As of		As of
	March 31,		March 31,
	2010		2009
Assets
Current assets:
Cash and cash equivalents	$	1,243,806	$	861,982
Accounts receivable, net		399,528		251,238
Prepaid expenses and other current assets		32,199		130,608
Income tax receivable		21,767		72,935
Deferred tax asset		25,177		63,619
Total current assets		1,722,477		1,380,382
Fixed assets, net		486,545		616,323
Notes receivable due from officers		—		63,844
Other assets		13,130		15,152
Total Assets	$	2,222,152	$	2,075,701
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	34,346	$	18,460
Accrued liabilities		92,295		109,482
Deferred revenue		625,957		657,661
Current portion of capital lease obligations		57,569		38,251
Total current liabilities		810,167		823,854
Capital lease obligations		45,637		58,240
Total liabilities		855,804		882,094
Commitments and contingencies (Note 6)
Stockholders’ equity:
Common stock, $1.00 par value, 100,000 shares authorized and 1,141 shares issued and outstanding at March 31, 2010 and March 31, 2009		1,141		1,141
Additional paid-in capital		519,531		519,531
Retained earnings		845,676		672,935
Total stockholders’ equity		1,366,348		1,193,607
Total Liabilities and Stockholders’ Equity	$	2,222,152	$	2,075,701

See accompanying notes to financial statements.

F-2

Officeware Corporation

Statements of Operations

	For the Fiscal Year Ended March 31,
	2010			2009
Revenues	$	3,087,515		$	2,401,882
Cost of revenues		659,641			564,855
Gross margin		2,427,874			1,837,027
Expenses:
Research and development		836,316			595,045
Sales and marketing		637,387			569,890
General and administrative		742,771			664,305
Total expenses		2,216,474			1,829,240
Net operating income		211,400			7,787
Other income (expense):
Other income		88			5,575
Interest income		7,500			12,961
Interest expense		(7,805	)		(6,251	)
Income before tax		211,183			20,072
Income tax (expense) benefit		(38,442	)		3,399
Net income	$	172,741		$	23,471

See accompanying notes to financial statements.

F-3

Officeware Corporation

Statement of Changes in Stockholders’ Equity

					Additional				Total
	Common Stock				Paid-in		Retained		Stockholders’
	Shares		Amount		Capital		Earnings		Equity
Balance, March 31, 2008		1,141	$	1,141	$	519,531	$	649,464	$	1,170,136
Net income		—		—		—		23,471		23,471
Balance, March 31, 2009		1,141		1,141		519,531		672,935		1,193,607
Net income		—		—		—		172,741		172,741
Balance, March 31, 2010		1,141	$	1,141	$	519,531	$	845,676	$	1,366,348

See accompanying notes to financial statements.

F-4

Officeware Corporation

Statements of Cash Flow

	For the Fiscal Year Ended March 31,
	2010			2009
Cash flows from operating activities
Net income	$	172,741		$	23,471
Depreciation		226,065			215,733
Deferred tax expense (benefit)		38,442			(19,145	)
Reserve of notes receivable from officers		77,810			—
Adjustments to reconcile net income to net cash provided by operating activities:
Accounts receivable		(148,290	)		(90,275	)
Prepaid expenses and other current assets		431			6,127
Accounts payable		15,886			19,878
Accrued liabilities		(17,187	)		44,358
Income tax receivable		51,168			15,165
Deferred revenue		(31,704	)		137,862
Net cash provided by operating activities		385,362			353,174
Cash flows from investing activities
Proceeds from redemption of short term investment		100,000			—
Purchase of short term investment		—			(100,000	)
Purchase of fixed assets		(43,565	)		(49,659	)
Issuance of notes receivable from officers		(13,966	)		(50,677	)
Net cash provided by (used in) investing activities		42,469			(200,336	)
Cash flows from financing activities
Payments made on capital leases		(46,007	)		(31,406	)
Net cash used in financing activities		(46,007	)		(31,406	)
Net increase in cash		381,824			121,432
Cash and cash equivalents, beginning of the period		861,982			740,550
Cash and cash equivalents, end of the period	$	1,243,806		$	861,982
Supplemental disclosures:
Interest paid	$	7,805		$	6,251
Income taxes paid	$	18,800		$	66,881
Supplemental disclosure of noncash transactions:
Capital lease obligations incurred for use of equipment	$	52,722		$	106,924

See accompanying notes to financial statements.

F-5

OFFICEWARE CORPORATION

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2010 AND 2009

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

Description of Business: Officeware Corporation, (or “Officeware”), was organized as a corporation on April 23, 1996, under the laws of the State of Texas, though a predecessor company was organized on October 12, 1995 in Delaware. Officeware provides online back-up, file storage and other web-based services for individuals, businesses and governmental organizations. Officeware offers three primary services. First, Officeware operates the website FilesAnywhere.com, primarily designed for individuals and small businesses to allow them to establish a self-service account, enabling them to, among other things, store files on Officeware servers, share and collaborate on documents with other people online, and backup their computers to FilesAnywhere cloud storage. Second, for larger business users, Officeware offers three customized products, called the FilesAnywhere Private Site, Dedicated Server, and Enterprise Server. These corporate offerings are designed to meet the specific requirements of each business customer or organization. The Private Site, Dedicated Server, and Enterprise Server products provide flexible cloud storage and unlimited scalability for users, groups and internet applications, along with client-specific branding and web interfaces, customer data interfaces, and tailored security for mixed corporate environments. Third, Officeware also provides specialized information technology services related to the development of web based databases and data storage on a contract basis for clients.

Officeware’s operations are primarily based in Dallas, Texas with one employee and consultants performing research and development in India. The cost of the India operations was $387,157 and $123,078 in fiscal year 2010 and 2009, respectively.

On April 1, 2010, Immediatek, Inc., (or “Immediatek”), Officeware, 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 certain Stock Exchange Agreement dated December 16, 2009, (as so amended, the “Merger Agreement”). Under the Merger Agreement, Merger Sub, a wholly-owned subsidiary of Immediatek, merged with and into Officeware on April 1, 2010. As a result of such merger, Immediatek became the sole shareholder of Officeware and Officeware shareholders received 12,264,256 shares of Immediatek common stock in exchange for all of the outstanding shares of common stock of Officeware.

Basis of Presentation: The accompanying financial statements of Officeware have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Officeware follows the Financial Accounting Standard Board’s Accounting Standards Codification (the “Codification” or “ASC”). The Codification is the single source of authoritative accounting principles applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. The Codification does not change current GAAP, but is intended to simplify user access to GAAP by providing all the authoritative literature related to a particular topic in one place. As of the effective date, all existing accounting standard documents were superseded. Accordingly, this report references the Codification as the sole source of authoritative literature.

Management Estimates and Significant Risks and Uncertainties: The preparation of the financial statements, in conformity with GAAP, requires management of Officeware 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. Significant assumptions are required in the calculation of the allowance for doubtful accounts receivable and deferred tax assets. It is reasonably possible these estimates could be revised in the near term and the revisions could be material.

F-6

Cash and Cash Equivalents: Officeware 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.

Accounts Receivable, Net: Accounts receivable, net are recorded at the invoice amount and do not bear interest. Officeware maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. At March 31, 2010 and 2009, accounts receivable are net of the allowance of $42,322 and $31,053, respectively. In establishing the allowance, Officeware management considers historical losses experienced by Officeware, as well as, trends, current receivables aging, and existing industry and national economic data. Account balances are charged off against the allowance for doubtful accounts after all means of collection have been exhausted and the potential for recovery is considered remote. Bad debt expense was $21,298 and $11,269 for the years ended March 31, 2010 and 2009, respectively. Officeware does not have any off-balance sheet credit exposure related to its customers.

Concentration of Credit Risk: Financial instruments which could potentially expose Officeware to concentration of credit risk, consist primarily of receivables. Officeware’s revenue and receivables are comprised principally of amounts due from customers throughout the United States. During fiscal 2010, sales to one customer amounted to 11% of total sales and receivables related to that customer accounted for 47% of total receivables at March 31, 2010. One other customer accounted for approximately 16% of total receivables at March 31, 2010. No customer accounted for 10% or more of total sales in fiscal 2009 and Officeware had two customers with approximately 31% of total receivables at March 31, 2009. Management of Officeware believes that the loss of any of these significant customers could cause a material impact to the Company’s results of operations and financial position

Officeware had three significant vendors that accounted for 40% of total disbursements during fiscal 2010 and one vendor that accounted for 14% of total disbursements during fiscal year 2009. Management of Officeware believes that the loss of any of these vendors would not cause a material impact to the Company’s results of operations and financial position.

Fixed Assets: Fixed assets are stated at cost and depreciated using the straight-line method over the estimated lives of the assets. Repair and maintenance expenditures are charged to expense as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the costs and related accumulated depreciation are eliminated and any resulting gain or loss is reflected in operations.

Long-lived Assets: Officeware reviews its long-lived assets periodically to determine whether events or changes in circumstances have occurred that indicate the remaining asset balances may not be recoverable and an impairment loss should be recognized. These evaluations include comparing the carrying value of the long-lived assets with the estimated future cash flows expected to result from the use of the assets, including cash flows from disposition. Should the sum of the expected future cash flows be less than the carrying value, Officeware would recognize an impairment loss. An impairment loss would be measured by comparing the amount by which the carrying value exceeds the fair value of the long-lived assets.

Revenue Recognition and Deferred Revenue: Officeware’s revenues are derived primarily from the service of data compilation, storage and related consulting. Revenues billed in advance are deferred and recognized as the service is provided. Revenues are presented net of sales taxes collected from customers.

Research and Development: Research and development costs related to present and future products and services are charged to operations in the period incurred. In accordance with authoritative guidance for the costs of computer software to be sold, leased or otherwise marketed, certain software development costs are capitalized after technological feasibility has been established. Officeware has not capitalized any software development costs in fiscal years 2010 and 2009. As new technology is produced and related services are delivered the proceeds will be recognized as revenue.

F-7

Advertising Costs: Officeware expenses advertising costs as incurred in the financial statements. Advertising costs are included in sales and marketing expenses and were $421,230 and $301,070 in fiscal year 2010 and 2009 respectively.

Income Taxes: Officeware follows ASC Topic 740, Income Taxes, for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is provided to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

Officeware follows ASC Topic 740, Income Taxes related to uncertain tax positions. This guidance prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return and also provides guidance on various related matters such as derecognition, interest and penalties, and disclosure. Officeware does not have any uncertain tax positions as of March 31, 2010 and 2009. No interest or penalties have been accrued or recorded.

Recent Accounting Pronouncements:

During the second quarter of 2009, we adopted new accounting guidance related to subsequent events as issued by the Financial Accounting Standards Board, (or “FASB”). The new requirement establishes the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. It requires the disclosure of subsequent events through the date the financial statements are issued. The adoption of this accounting guidance did not have a material impact on our financial statements.

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 of 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 will adopt this guidance when required and 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 will adopt this guidance when required and we do not expect this accounting guidance to materially impact our financial statements.

F-8

NOTE 2 — FIXED ASSETS

The following table summarizes the fixed assets of Officeware at March 31, 2010 and 2009:

	2010			2009
Computer equipment	$	1,338,323		$	1,245,466
Software		49,848			46,418
Furniture and fixtures		41,142			41,142
Leasehold improvements		6,422			6,422
Vehicles		64,196			64,196
		1,499,931			1,403,644
Less accumulated depreciation		(1,013,386	)		(787,321	)
Fixed assets, net	$	486,545		$	616,323

Fixed assets are depreciated over their estimated useful lives as follows:

	Estimated
	Useful Lives
Computer equipment	5 years
Software	3 years
Furniture and fixtures	7 years
Leasehold improvements	6 years

Depreciation expense related to fixed assets totaled $226,065 and $215,733 for the years ended March 31, 2010 and 2009, respectively.

NOTE 3 — NOTES RECEIVABLE DUE FROM OFFICERS

Notes receivable due from officers accrued interest at the rate of 2.9% per year. Interest income includes $1,962 and $1,438 for the fiscal year ending March 31, 2010 and 2009, respectively, related to these notes. The note receivable balances include accrued interest of $3,400 at March 31, 2010 and $1,438 at March 31, 2009. The notes, including accrued interest, were reserved during the year ended March 31, 2010.

F-9

NOTE 4 — INCOME TAXES

The provision for income taxes consists of the following components for the years ended March 31:

	2010			2009
Income tax expense at federal statutory rate	$	(71,802	)	$	(6,825	)
Permanent differences:
Meals and entertainment		—			(482	)
Lease inclusion		(1,321	)		(2,640	)
Research and development		20,624			17,005
		19,303			13,883
State tax		2,675			2,320
Difference in tax rates		11,750			2,530
Other		(368	)		(8,509	)
Income tax (expense) benefit	$	(38,442	)	$	3,399

The components of deferred tax assets as of March 31 are as follows:

	2010			2009
Differences in depreciation	$	(108,501	)	$	(125,172	)
Accounts receivable		(140,555	)		(86,145	)
Deferred revenue		214,932			223,605
Accrued liabilities		21,959			26,029
Research and development		22,156			15,006
Other		15,186			10,296
Deferred tax asset, net	$	25,177		$	63,619

NOTE 5 — RELATED PARTY TRANSACTIONS

Stock Exchange Agreement. On December 16, 2009, Immediatek, Officeware, Timothy Rice, Chetan Jaitly, Radical Holdings LP, and Radical Investments LP entered into a Stock Exchange Agreement. Subject to the conditions of the Stock Exchange Agreement, Immediatek issued 12,264,256 shares of Immediatek common stock for all of the outstanding shares of common stock of Officeware on April 1, 2010. Prior to the consummation of the transaction Radical investments LP was a shareholder of Officeware. Radical Holdings LP and Radical Investments LP are each indirectly owned by Mark Cuban and are therefore affiliates of each other. At the closing of this transaction, Officeware became a wholly-owned subsidiary of Immediatek.

F-10

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Operating Leases: Officeware leases office space and a vehicle under operating leases. The operating leases expire at various times during fiscal year 2012. Certain office space leases also contain increases in the lease rate based on rates specified in the lease agreements. Officeware accounts for escalating rents on a straight-line basis over the life of the lease. Certain of the operating leases contain fair value purchase options and provisions for payments by Officeware of taxes, insurance and maintenance. The following amounts were expensed related to these operating leases:

	2010		2009
Facility rent expense	$	54,390	$	54,390
Automobile expense		23,747		27,611

The future minimum lease payments under these leases as of March 31, 2010 are as follows:

Fiscal year ending March 31:
2011	$	71,503
2012		14,266
Total	$	85,769

Capital Leases: Assets under capital leases amounted to approximately $177,128 and $124,406 at the end of fiscal year 2010 and 2009, respectively. Such assets are classified within fixed assets in the balance sheets. Capital lease obligations totaled $103,206 as of March 31, 2010 with various interest rates ranging from 6% to 14%. As of March 31, 2010, the aggregate future minimum lease payments, including imputed interest, under non-cancelable capital leases with remaining terms of greater than one year are as follows:

Year ending March 31,
2011	$	63,821
2012		34,557
2013		14,793
Total future minimum lease payments		113,171
Less: amount representing interest		(9,965	)
Present value of minimum lease payments		103,206
Less: Current portion		(57,569	)
Total long-term portion	$	45,637

NOTE 7 — SUBSEQUENT EVENTS

On April 1, 2010, Immediatek, Officeware, Timothy Rice, Chetan Jaitly, Radical Holdings LP, Radical Investments LP, Darin Divinia, Dawn Divinia, Robert Hart, Kimberly Hart, Martin Woodall and Merger Sub, entered into an Amendment to that certain Stock Exchange Agreement dated December 16, 2009, (as so amended, the “Merger Agreement”). Under the Merger Agreement, Merger Sub, a wholly-owned subsidiary of Immediatek, merged with and into Officeware on April 1, 2010. As a result of such merger, Immediatek became the sole shareholder of Officeware and Officeware shareholders received 12,264,256 shares of Immediatek common stock in exchange for all of the outstanding shares of common stock of Officeware.

As of April 1, 2010, Officeware has employment agreements with certain executives in the normal course of business which provide for compensation and certain other benefits. These agreements also provide for severance payments under certain circumstances.

F-11

EX-99.2

Exhibit 99.2

UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On April 1, 2010, Immediatek, Inc., (or “Immediatek”), Officeware Corporation (or “Officeware”), 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 certain Stock Exchange Agreement dated December 16, 2009, (as so amended, the “Merger Agreement”). Under the Merger Agreement, Merger Sub, a wholly-owned subsidiary of Immediatek, merged with and into Officeware on April 1, 2010. As a result of such merger, Immediatek became the sole shareholder of Officeware and Officeware shareholders received 12,264,256 shares of Immediatek common stock in exchange for all of the outstanding shares of common stock of Officeware.

For the purpose of the unaudited proforma condensed combined balance sheet, the acquisition was assumed to have occurred as of March 31, 2010. For purposes of the unaudited proforma condensed combined statement of operations, the acquisition was assumed to have occurred at the beginning of the year presented. Officeware’s fiscal year ended on March 31, 2010. Immediatek’s fiscal year ended on December 31, 2009. For ease of presentation, the historical proforma condensed combined statement of operations includes Officeware’s statement of operations for its fiscal year ending March 31, 2010 and includes Immediatek’s statement of operations for the year ended December 31, 2009. Because the most recent fiscal year end of Officeware differs from Immediatek’s most recent fiscal year end by less than 93 days, the statement of operations has been combined without adjusting the year-end period for either company. The historical proforma condensed combined balance sheet as of March 31, 2010 includes the balance sheet of each company as of March 31, 2010.

The acquisition has been accounted for in accordance with the authoritative guidance on business combinations. The tangible and intangible assets acquired and liabilities assumed are recognized based on their fair values. The excess of the fair value of the purchase consideration over the net tangible and identifiable intangible assets is recorded as goodwill. The fair value estimates are preliminary since they are still being finalized. Accordingly, the proforma adjustments related to the acquisition are preliminary and have been made solely for the purpose of providing unaudited proforma condensed combined financial statements.

The unaudited proforma condensed combined financial information is for informational purposes only and does not purport to represent what Immediatek’s actual results would have been if the acquisition had been completed as of the date indicated above, or that may be achieved in the future. The unaudited proforma condensed combined statement of operations does not include the effects of any cost savings from operating efficiencies or synergies that may result from the acquisition.

The unaudited proforma condensed combined financial statements, including the notes thereto, should be read in conjunction with the Immediatek’s historical financial statements included in the Immediatek’s annual report on Form 10-K for the year ended December 31, 2009 and the interim unaudited financial statements as of and for the three months ended March 31, 2010, and the audited financial statements of Officeware as of March 31, 2010 and 2009, included in this Current Report on Form 8-K.

INDEX TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

	Page
Immediatek, Inc. Unaudited Proforma Condensed Combined Balance Sheet as of March 31, 2010	PF-1
Immediatek, Inc. Unaudited Proforma Condensed Combined Statement of Operations	PF-2
Notes to Unaudited Proforma Condensed Combined Financial Statements	PF-3

ii

Immediatek, Inc.
Unaudited Proforma Condensed Combined Balance Sheet
March 31, 2010

				Officeware		Proforma				Proforma
	Immediatek, Inc.			Corporation		Adjustments			Notes	Combined
Assets
Current assets:
Cash and cash equivalents	$	53,123		$	1,243,806	$	79,894		(a)	$	1,376,823
Accounts receivable, net		10,483			399,528		—				410,011
Prepaid expenses and other current assets		16,233			32,199		—				48,432
Income tax receivable		—			21,767						21,767
Deferred tax asset		—			25,177		—				25,177
Total current assets		79,839			1,722,477		79,894				1,882,210
Fixed assets, net		3,279			486,545		—				489,824
Intangible assets, net		—			—		1,500,000		(b)		1,500,000
Goodwill		—			—		1,343,652		(c)		1,343,652
Other assets		—			13,130		—				13,130
Total Assets	$	83,118		$	2,222,152	$	2,923,546			$	5,228,816
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	12,152		$	34,346	$	—			$	46,498
Accrued liabilities		41,925			92,295		—				134,220
Deferred revenue		—			625,957		(300,000	)	(d)		325,957
Note payable — related party		772,500			—		—				772,500
Current portion of capital lease obligations		—			57,569		—				57,569
Total current liabilities		826,577			810,167		(300,000	)			1,336,744
Capital lease obligations		—			45,637		—				45,637
Deferred tax liability		—			—		510,000		(e)		510,000
Total liabilities		826,577			855,804		210,000				1,892,381
Commitments and contingencies
Series A convertible preferred stock		3,000,000			—		—				3,000,000
Series B convertible preferred stock		500,000			—		—				500,000
Stockholders’ deficit:
Common stock:		535			1,141		11,123		(f)		12,799
Additional paid-in capital		173,602			519,531		3,468,205		(g)		4,161,338
Retained (deficit) earnings		(4,417,596	)		845,676		(765,782	)	(h)		(4,337,702	)
Total stockholders’ (deficit) equity		(4,243,459	)		1,366,348		2,713,546				(163,565	)
Total Liabilities and Stockholders’ (Deficit) Equity	$	83,118		$	2,222,152	$	2,923,546			$	5,228,816

See accompanying notes to the unaudited proforma condensed combined financial statements which are an integral part of these statements.
The proforma adjustments are explained in Note 5.

PF-1

Immediatek, Inc.
Unaudited Proforma Condensed Combined Statement of Operations

				Officeware							Proforma Condensed
	Immediatek, Inc.			Corporation							Combined
	For the Fiscal Year			For the Fiscal Year							For the Fiscal Year
	Ending December 31,			Ending March 31,			Proforma				Ending March 31,
	2009			2010			Adjustments			Notes	2009
Revenues	$	389		$	3,087,515		$	—			$	3,087,904
Cost of revenues		—			659,641			—				659,641
Gross margin		389			2,427,874			—				2,428,263
Expenses:
Research and development		399,343			836,316			—				1,235,659
Sales and marketing		—			637,387			—				637,387
General and administrative		397,312			742,771			160,106		(i)		1,300,189
Gain on sale of assets held for sale		(169	)		—			—				(169	)
Total operating expenses		796,486			2,216,474			160,106				3,173,066
Net operating (loss) income		(796,097	)		211,400			(160,106	)			(744,803	)
Other income (expense):
Other income		—			88			—				88
Other income — related party		34,764			—			—				34,764
Interest income		518			7,500			—				8,018
Interest expense		—			(7,805	)		—				(7,805	)
Interest expense — related party		(17,384	)		—			—				(17,384	)
(Loss) Income before tax		(778,199	)		211,183			(160,106	)			(727,122	)
Income tax expense		—			(38,442	)		—				(38,442	)
Net (loss) income	$	(778,199	)	$	172,741		$	(160,106	)		$	(765,564	)
Weighted average number of common shares outstanding — basic and diluted for Immediatek, Inc. and proforma condensed combined		535,321										12,799,577
Basic and diluted loss per common share for Immediatek, Inc. and proforma condensed combined	$	(1.45	)								$	(0.06	)

See accompanying notes to the unaudited proforma condensed combined financial statements which are an integral part of these statements.
The proforma adjustments are explained in Note 6.

PF-2

IMMEDIATEK, INC.
NOTES TO UNAUDITED PROFORMA CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE 1 — DESCRIPTION OF TRANSACTION

On April 1, 2010, Immediatek, Inc., (or “Immediatek”), Officeware Corporation (or “Officeware”), 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 certain Stock Exchange Agreement dated December 16, 2009, (as so amended, the “Merger Agreement”). Under the Merger Agreement, Merger Sub, a wholly-owned subsidiary of Immediatek, merged with and into Officeware on April 1, 2010. As a result of such merger, Immediatek became the sole shareholder of Officeware and Officeware shareholders received 12,264,256 shares of Immediatek common stock in exchange for all of the outstanding shares of common stock of Officeware.

NOTE 2 — BASIS OF PRESENTATION

The merger is accounted for under the acquisition method of accounting in accordance with ASC 805-10. Immediatek is accounting for the transaction by using Immediatek’s historical information and accounting policies and adding the assets and liabilities of Officeware as of March 31, 2010 at their respective fair values. Pursuant to ASC 805-10, under the acquisition method, the total purchase price (consideration transferred) as described in Note 3, Consideration Transferred, was measured as of March 31, 2010 at the estimated fair value of Immediatek common stock at that time. The assets and liabilities of Officeware have been measured at fair value based on various assumptions that Immediatek’s management believes are reasonable utilizing information as of March 31, 2010.

The process for measuring the fair values of identifiable intangible assets, certain tangible assets and the consideration transferred requires the use of significant assumptions, including future cash flows and appropriate discount rates. The excess of the purchase price (consideration transferred) over the fair values of identifiable assets and liabilities of Officeware as of the merger date was recorded as goodwill in accordance with ASC 805-10.

For purposes of measuring the fair value of the assets acquired and liabilities assumed as reflected in the unaudited proforma condensed combined financial statements, Immediatek used the guidance in ASC Topic 820-10 “Fair Value Measurement and Disclosure—Overall” (“ASC 820-10”), which established a framework for measuring fair values. ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Market participants are buyers and sellers in the principal (most advantageous) market for the asset or liability. Additionally, under ASC 820-10, fair value measurements for an asset assume the highest and best use of that asset by market participants. See Note 3, Consideration Transferred, for a description of the total purchase price (consideration transferred).

The unaudited proforma condensed combined balance sheet as of March 31, 2010 is based on historical financial statements of Immediatek and Officeware after giving effect to the acquisition adjustments resulting from the acquisition of Officeware. The unaudited proforma condensed combined balance sheet is presented as if the acquisition had occurred on March 31, 2010.

The unaudited proforma condensed combined statements of operations have been presented based on historical statements of Immediatek and Officeware for the year ended December 31, 2009 and March 31, 2010, respectively, after giving effect to the acquisition adjustments. Because the most recent fiscal year end of Officeware differs from Immediatek’s most recent fiscal year end by less than 93 days, the proforma statement of operations has been combined without adjusting the year-end period for Immediatek. The unaudited proforma condensed combined statement of operations are presented as if the acquisition had occurred on the beginning of the year presented.

PF-3

NOTE 3 — CONSIDERATION TRANSFERRED

As a result of such merger, Immediatek became the sole shareholder of Officeware and Officeware shareholders received 12,264,256 shares of Immediatek common stock for all of the outstanding shares of common stock of Officeware. For purposes of the transaction, the shares of Immediatek were valued by management at $4,000,000, which represented a stock price of approximately $0.33 per share. This estimate is preliminary as management is still in the process of determining a final estimate of the fair value of the stock.

NOTE 4 — ASSETS ACQUIRED AND LIABILITIES ASSUMED

The following summarizes the assets acquired and the liabilities assumed by Immediatek in the merger, assuming the merger took place on March 31, 2010, reconciled to the consideration transferred:

Net book value of net assets acquired at March 31, 2010	$	1,366,348
Adjustments to:
Identifiable intangible assets		1,500,000
Deferred revenue		300,000
Deferred tax liability		(510,000	)
Goodwill		1,343,652
Total adjustments		2,633,652
Consideration transferred	$	4,000,000

The estimated fair values of the assets acquired and liabilities assumed are as of March 31, 2010. The estimations are preliminary and may change upon the completion of our evaluation of the fair values of the acquired assets and liabilities assumed as well as the fair value of the consideration transferred. The final recognition of the transaction will be based upon the fair values of the acquired assets and liabilities assumed and the consideration transferred as of April 1, 2010. The impact of such changes could be material.

The following is a discussion of the adjustments made to Officeware’s assets and liabilities in connection with the preparation of these unaudited proforma condensed combined financial statements.

Identifiable intangible assets: Identifiable intangible assets were measured at fair value determined primarily using the income approach, which requires a forecast of all the expected future cash flows either through the use of the relief-from-royalty method or the multi-period excess earnings method.

The estimated fair value of the identifiable intangible assets and their weighted-average useful lives are as follows:

			Weighted
			Average
			Useful Life
	Fair Value		in Years
Trade name	$	150,000		5
Technology		750,000		5
Customer relationships		600,000		10
	$	1,500,000

See Note 5, Adjustments to Unaudited Proforma Condensed Combined Balance Sheet, Item (h) and Note 6, Adjustments to Unaudited Proforma Condensed Combined Statement of Operations, Item (i).

Deferred revenue: The adjustment to deferred revenue is a result of measuring the amount acquired at fair market value which approximates the future estimated costs to complete the earning process on the prepaid revenue.

PF-4

Deferred tax liability: Deferred taxes were recorded for all pro forma adjustments using Immediatek’s best estimate of the applicable statutory rate in the tax jurisdiction where the underlying asset or liability resides. All of the deferred tax liability relates to acquired identifiable intangible assets.

Goodwill: Goodwill is calculated as the difference between the merger date fair value of the consideration transferred and the values assigned to the identifiable assets acquired and liabilities assumed. Goodwill is not amortized but rather is subject to impairment testing, on at least an annual basis.

NOTE 5 — ADJUSTMENTS TO UNAUDITED PROFORMA CONDENSED COMBINED BALANCE SHEET

Item (a): Reflects an adjustment to cash to reverse the transaction costs paid before March 31, 2010.

Item (b): Identifiable intangible assets were measured at fair value determined primarily using the “income approach,” which required a forecast of all expected future cash flows, either through the use of the relief-from-royalty method or the multi-period excess earnings method. The proforma adjustments to intangible assets have the impact of recording the fair value of intangible assets at the merger date as follows:

	Fair Value
Tradename — 5 year useful life	$	150,000
Technology — 5 year useful life		750,000
Customer relationships — 10 year useful life		600,000
	$	1,500,000

Item (c): The adjustment to goodwill is a result of the consideration transferred in excess of the identified assets acquired and liabilities assumed as detailed in Note 4.

Item (d): The adjustment to deferred revenue is a result of measuring the amount acquired at fair market value which approximates the future estimated costs to complete the earning process on the prepaid revenue.

Item (e): Deferred taxes were recorded for all pro forma adjustments using Immediatek’s best estimate of the applicable statutory rate in the tax jurisdiction where the underlying asset or liability resides. All of the deferred tax liability relates to acquired identifiable intangible assets.

Item (f): The adjustment to common stock is to reflect the merger consideration, at par value, and to eliminate Officeware’s historical common stock, at par value, as follows:

Issuance of Immediatek common stock	$	12,264
Elimination of Officeware’s historical common stock		(1,141	)
	$	11,123

Item (g): Additional paid-in capital was adjusted for the following:

Record merger consideration at estimated fair value	$	4,000,000
Par value of merger consideration recorded within common stock (see Item (f))		(12,264	)
Eliminate Officeware’s historical additional paid-in capital		(519,531	)
	$	3,468,205

PF-5

Item (h): Retained deficit was adjusted for the following:

Eliminate Officeware’s historical retained earnings	$	(845,676	)
Reverse transaction costs expensed in the combined proforma		79,894
	$	(765,782	)

NOTE 6 — ADJUSTMENTS TO UNAUDITED PROFORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Item (i): Adjustments to general and administrative expenses comprise the following:

Record amortization of identifiable intangible assets acquired for one year	$	240,000
Reverse transaction costs expensed in the combined proforma		(79,894	)
	$	160,106

PF-6