SecProbe.io

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Room 4561

      September 13, 2005

Mr. Zach Bair
President and Chief Operating Officer
Immediatek, Inc.
2435 N. Central Expressway
Suite 1610
Richardson, TX  75080

      Re:	Immediatek, Inc.
   Form 10-KSB for the fiscal year ended December 31, 2004
   Forms 10-QSB for the fiscal quarters ended March 31, 2005 and
   June 30, 2005
   File No. 000-26073

Dear Mr. Bair:

      We have reviewed your response to our letter dated May 26,
2005
in connection with our review of the above referenced filings and
have the following comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for Fiscal Year Ended December 31, 2004

Note 2 - Accounting policies and procedures - Revenue Recognition,
page F-7

1. We have reviewed your response to prior comment No. 1, and we
reissue the portion of that comment requesting clarification of
your
accounting policy as it pertains to transaction fees.  Disclosure
on
page 8 indicates that, in addition to the software license fees
paid
by your customers, "each transaction will attract a fee payable to
Immediatek of as high as $0.38 per track."  Tell us how you
account
for these `per track` fees, including the timing of revenue
recognition.

2. You state in your response to prior comment No. 1 that you
recognize revenue in accordance with SOP 97-2.  However, we note
that
you engage in certain earnings activities that do not involve the
sale of software.  Tell us why you believe SOP 97-2 is applicable
to
the sale of CDs and music downloads from your website.  In
addition,
tell us what consideration you have given to the guidance in SAB
104
when accounting for revenue transactions not involving the sale of
software.

3. You state in your response to prior comment No. 1 that "the
Company includes all PCS fees as part of the initial sales price
of
the software." Describe the features of the PCS offered in
connection
with your software, including any specified or unspecified upgrade
rights, enhancements or other software deliverables, as well as
the
duration of the PCS and any renewal terms. Tell us how you account
for revenue earned from the sale of PCS, including the timing of
revenue recognition and your consideration of the guidance on
multiple element arrangements included in SOP 97-2.

4. In your response to our prior comment No. 1 you state that
"revenue from custom software development, which is generally
billed
separately from the Company`s proprietary software, is recognized
based on its percentage of completion."  You go on to state that
revenue recognized under percentage of completion contracts is
generally based upon specific milestones achieved as specified in
customer contracts.  Tell us how you calculate the percentage
complete based on these milestones.    Also, describe the nature
of
these arrangements, including the nature of software developed and
whether or not your proprietary software is sold together with the
developed software.

5. We have reviewed your response to prior comment No. 2 and we
reissue our prior comment requesting information about the nature
and
significant terms of arrangements with "Artists and/or Labels" or
other entities that contract with DiscLive to record concerts.
Specifically address any fees received or paid by you in these
arrangements and .provide a sample of your agreements to
supplement
your response.

6. Tell us how you generate revenues from DiscLive, and how you
account for those revenues.  Compare and contrast the disclosures
on
page 8 of your Form 10-KSB to your response to our prior comment
No.
2 in which you discuss software sales.

7. We have reviewed your response to prior comment No. 4 and we
reissue our prior comment requesting specific information about
each
element in your multiple-element arrangements and the timing of
revenue recognition for each.  Your response should clearly
identify
each element, indicate whether VSOE of fair value has been
established for each element, how VSOE was established for each
element, and specifically address the timing of revenue
recognition
for each element (i.e. upon shipment, over the term of an
agreement
or at some other time).  Specifically address your consideration
of
SOP 97-2, SOP 98-9, EITF 00-21  and SAB 104 in your response.

8. We have reviewed your response to our prior comment No. 5 and
note
that you plan to revise your disclosures in future filings.
Please
provide us with your proposed disclosure.

Note 3 - Material Business Combination

9. We note your response to our Prior Comment No. 6, where you
state
that "Pursuant to FAS 141 and more specifically, EITF 99-12, the
shares were valued based on the date of agreement."  Clarify
whether
the "date of agreement" was the measurement date as defined by
EITF
99-12 and tell us what date was used.  In addition, tell us how
you
concluded that using the share price on a single date was
appropriate
given the EITF`s consensus, which states that the value of the
acquirer`s marketable equity securities issued to effect a
purchase
business combination should be determined based on the market
price
of the securities over a reasonable period of time before and
after
the terms of the acquisition are agreed to and announced.

10. We note your response to our Prior Comment No. 7 in which you
describe your process for assessing impairment of assets (using
undiscounted cash flows).  Tell us what authoritative accounting
literature you relied upon for assessing impairment of your
software
technology.  In addition, tell us more about the nature of the
assets
that were written off in 2004 pursuant to your impairment
analysis.
Specifically, tell us whether the assets represented software
technology to be sold, leased or otherwise marketed as a separate
product or as part of a product or process.

11. We note in your response to our Prior Comment No. 7 your
reference to `impairment testing of our intangible software
technology`.  Explain your basis for concluding that the
impairment
was an operating expense apart from cost of sales.  We refer you
to
FASB Staff Implementation Guide to SFAS 86, question 17.

12. We note your response to our Prior Comment No. 7 in which you
state that you analyzed the carrying value of [your] goodwill in
the
same manner as previously described when assessing impairment of
your
intangible software technology (i.e. comparison of undiscounted
cash
flows for the asset to carrying value).  Tell us what
consideration
you gave to the guidance in SFAS No. 142 which prescribes the
process
for assessing goodwill impairment.  Also, tell us the number of
reporting units you have identified and the amount of goodwill
assigned to each reporting unit.

Note 10 - Warrants and options

13. We note your response to our Prior Comment No. 9 and we
reissue
the portion of the comment requesting information about whether
the
warrants were issued to employees or non-employees and the vesting
terms.  We also reissue the portion of the comment relating to
your
consideration of disclosing all material terms of equities issued
for
goods and services, the nature and terms of the agreements and the
parties involved, the valuation per share/warrant/option of each
equity instrument etc.   In addition, address in your response the
assumptions used in determining the fair value of the warrants
issued
and the period over which the related amounts were expensed.  We
refer you to EITF 96-18, 00-18 and SFAS 123.

Note 11 - Related party transactions

14. We note your response to our Prior Comment No. 10.  Tell us
more
about the nature, terms and business purpose of this transaction.
Specifically, explain what "strategic assets" were acquired, why
you
issued $2.3 million of common stock for assets recorded at $18,000
and why you were "unable to reliably measure the fair value" of
assets acquired.  Also tell us what consideration you gave to the
guidance in SFAS No. 142 in accounting for the intangible assets
acquired and recording those assets at the fair value of
consideration paid.   Please provide a copy of this agreement as a
supplement to your response..

Form 10-QSB for Fiscal Quarters Ended March 31, 2005 and June 30,
2005

Note 3 - Asset acquisition, page 6

15. We note your response to our prior comment no. 11.  Tell us,
as
requested in our prior comment, why you recorded the "difference"
between the fair value of the common stock issued and the fair
value
of assets acquired as non-cash compensation expense.  Provide us
the
authoritative literature you relied on to support your accounting.
In addition, was Moving Records, LLC a related party at the time
you
acquired the assets?  Further, in your response, provide the
significant terms of the Asset Purchase Agreement and whether any
of
the terms of the agreement required the owners or employees of
Moving
Records LLC to provide future services to your Company, and if so,
describe the nature of those services.

* * * * *
      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      You may contact April Coleman, Staff Accountant, at (202)
551-
3458, or Thomas Ferraro, Senior Staff Accountant, at (202) 551-
3225
or me at (202) 551-3499 if you have questions regarding comments
on
the financial statements and related matters.

							Sincerely,

							Kathleen Collins
							Accounting Branch Chief

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Mr. Zach Bair
Immediatek, Inc.
September 13, 2005
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