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Vial, Hamilton, Koch & Knox, l.l.p.

A REGISTERED LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

There is no professional relationship of any kind between Robert G. Vial and Vial, Hamilton, Koch & Knox, L.L.P.

ATTORNEYS AND COUNSELORS

1700 PACIFIC AVENUE

SUITE 2800

DALLAS, TEXAS 75201

TELEPHONE: 214-712-4400

FAX: 214-712-4402

    Craig G. Ongley

214-712-4441

Craig.G.Ongley@vialaw.com

July 5, 2005

    United States Securities and Exchange Commission

    Via Facsimile 202-551-3570

    450 Fifth Street, N.W.

    Washington, D.C. 20549

    Attention: Craig Wilson, Senior Assistant Chief Accountant

    Re:

    Immediatek, Inc.

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

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

    File No. 000-26073

Dear Mr. Wilson:

     With regard to your comment letter addressed to Mr. Zach Bair of Immediatek, Inc., dated May
26, 2005, we hereby make the following responses in connection with the above-referenced matters:

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

Financial Statements

Notes to Consolidated Financial Statements, page 6

Note 2 — Accounting policies and procedures, page F-6

Revenue Recognition, page F-7

     1. In response to your comments, please be advised that the Company recognizes revenue in
accordance with Statement of Position 97-2 “Software Revenue Recognition”. Revenue from
proprietary software sales and the related license fees that do not require further commitment from
the company are recognized upon shipment. The Company includes all PCS fees as part of the initial
sales price of the software. The Company sells its custom CD products in both a retail environment
and through orders from its web site. All revenue generated from both types of sales is recognized
upon delivery to the customer. The Company

Mr. Craig Wilson, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

July 5, 2005

Page 2

maintains a customer satisfaction policy. The policy allows for any customer to return a
product and receive a replacement item or a monetary refund. It is our policy to recognize revenue
net of any returns per FAS 48. Historically we have received less than 1% in returns.

     In 2004, the company added a feature to its website whereby its on-line customers have the
ability to download pre-recorded music in the form of an MP3 file for use on various computer
equipment. All sales generated via the download option are recognized upon each physical download.
The download system is designed to require credit card processing and acceptance prior to allowing
any download capabilities. At the point the credit card authorization is processed, the Company
recognizes the revenue generated from that sale. Revenue from custom software development, which is
generally billed separately from the Company’s proprietary software, is recognized based on its
percentage of completion. Revenue recognized under percentage of completion contracts is generally
based upon specific milestones achieved, as specified in customer contracts.

     2. In response to your comment, please note that the Company recognizes revenue from its
software sales based on the gross sale amount. All costs based upon each sale are expensed as
costs of sales as the revenue is recognized. An application of EIFT 99-19 would not apply, due to
the fact that the Company is the obligator in the sale arrangement, has the general inventory risk,
establishes all pricing levels, and has sole discretion with respect to supplier selection.

     3. Pursuant to EITF-00-10, the Company includes all shipping and handling fees charged to its
customers in gross revenue. All actual costs incurred by the Company for shipping and handling are
immaterial in nature and are included as direct costs of revenue.

     4. The Company has available for sale multi-element products as defined in SOP 97-2. Pursuant
to the statement of position, the Company allocates revenue to each element based upon the residual
method, whereby the fair value of the undelivered portion of the contract is deferred until such
time it is either delivered or, in the case of license fees, revenue is recognized ratably over the
life of the contract. The Company has also established a policy whereby vendor-specific objective
evidence of the fair value of the multi-element products is to be established through renewal rates
and monitoring individual sales of each product or service available as an independent item or
service.

     5. We have reviewed SAB 104, Topic 13.B. Upon our review of staff’s interpretive response, we
have noted the necessity to include a more detailed disclosure to our internal policies regarding
revenue recognition for all material revenue streams. The Company acknowledges its intention to
include expanded disclosure pertaining to its revenue recognition policies as well as additional
discussion on the financial condition of the Company in all future filings made with the Commission
in the Management’s Discussion and Analysis, as well as the Critical Accounting Policies section of
each relevant filing.

Mr. Craig Wilson, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

July 5, 2005

Page 3

Note 3 — Material Business Combination

     6. On April 9, 2004, we entered into an agreement to acquire DiscLive, a privately held
company, whereby we issued shares of our common stock in exchange for all the issued and
outstanding shares of the acquired company. As a result of the transaction, DiscLive became a
wholly owned subsidiary of Immediatek, Inc. Pursuant to FAS 141 and more specifically, EITF 99-12,
the shares were valued based on the date of agreement. On that date, our share price was $0.36,
and we issued 1,666,667 shares pursuant to the acquisition agreement, thereby valuing the
transaction at $600,000. Our allocation of cost, using the purchase method of acquisition, was
based on the fair value of the assets and liabilities acquired. Property, plant and equipment was
one of two major components to the business acquisition and accordingly evaluated, considering both
replacement cost and the value the company would receive if the assets were sold prior to
determining the basis of cost allocation. The second major component of the acquisition was the
convertible long-term note assumed, which we have recorded at its present value with the
appropriate considerations given to current interest rates. We have also assumed the prepaid
expenses of DiscLive and allocated the appropriate value of cost to represent the present value.
The acquired accrued liabilities were immaterial and also recorded at their present value.

     The acquisition of DiscLive enhanced the current business of our Company by adding additional
revenue sources from the sale of live concert recordings of various music artists. Our right to
record the music of an artist is granted by way of agreement with each artist. Included in the
agreement is an allocation of royalties based upon sales generated. During our analysis of FAS 141,
paragraph A14, we concluded that the existing agreements would not require an allocation for either
an intangible asset or contingent liabilities at the time of acquisition, since all fees and
royalties are calculated on actual sales amounts verses potential sales.

     We acknowledge our limited disclosure in Note 3 of our financial statements required by SFAS
141 paragraph 51(b) and (e) and will include the following amended disclosure as required in future
filings with the Commission.

     “On April 9, 2004, the Company entered into an agreement with DiscLive, Inc. a privately held
corporation that secures contracts with various music artists to record live concert performances
for the purpose of increasing the marketability of existing products and increasing its current
revenue stream. Pursuant to the Agreement, the Company will acquire all of the outstanding capital
stock of DiscLive for a total purchase price of $600,000. DiscLive, Inc.’s results of operations
have been included in the consolidated financial statements since the date of acquisition.

     The aggregate purchase price consisted of 1,666,667 shares of the Company’s common stock
valued at $600,000. The value of the 1,666,667 common shares issued was determined based on the
market price of the Company’s common shares on the date of execution of the

Mr. Craig Wilson, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

July 5, 2005

Page 4

Agreement. The company allocated $324,142 of the acquisition price to goodwill and the balance
of $275,858 to assets and liabilities, as follows:

    DiscLive

    Cost Allocation

    Current assets

    $
    154,094

    Fixed assets

    327,771

    Goodwill

    324,142

    Total asset allocation

    $
    806,007

    Current liabilities

    $
    6,007

    Long-term convertible debt

    200,000

    Total liability allocation

    $
    206,007

     The following (unaudited) pro forma consolidated results of operations have been prepared
as if the acquisition of DiscLive, Inc. had occurred at January 1, 2003:

    Twelve Months Ended

    December 31,

    2004

    2003

    Revenue, net

    $
    379,588

    $
    42,231

    Expenses:

    General and administrative

    2,488,649

    288,916

    General and administrative
— related party

    37,263

    0

    Depreciation expense

    47,612

    42

    Compensation — related party

    0

    2,335,080

    Total expenses:

    2,573,524

    2,624,038

    Other income:

    (30
    )

    (204
    )

    Net (loss):

    (2,193,960
    )

    (2,581603
    )

    Net income per share—basic and
fully diluted

    (.08
    )

    (.24
    )

Mr. Craig Wilson, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

July 5, 2005

Page 5

     The pro forma information is presented for informational purposes only and is not
necessarily indicative of the results of operations that actually would have been achieved had the
acquisition been consummated as of that time, nor is it intended to be a projection of future
results.”

     7. As part of our critical accounting policies, we evaluate the fair value of all assets and
compute undiscounted future cash flows associated with each asset group. The resulting values are
then compared to the actual carrying value of each asset group. During the year ended December 31,
2004, we recognized impairment expense totaling $68,701, which was a result of impairment testing
of our intangible software technology. In computing future cash flows derived from the asset, as
well as the marketability for resale, we had determined the fair value to be $0 and, therefore, not
sufficient to cover the carrying value of the asset, and we recorded a 100% write down of the
asset. We also analyzed the carrying value of our goodwill in the same manner. Based on the
resulting values, we believe there is sufficient evidence as to the value of goodwill.

Note 8 — Convertible Debt

     8. On April 9, 2004, we entered into an agreement whereby we acquired the outstanding
liabilities of DiscLive, Inc., which included a $200,000 note owed to a related party. Per the
terms of the note, the holder had the option to convert the debt into preferred series “B” stock of
the private company. Because this was acquired debt in a private company, there was no beneficial
conversion feature.

     On November 29, 2004, we consolidated the outstanding notes due to related parties into a
master promissory note, which included the option for the holder to convert its outstanding
principal and interest into common stock of the company. On the execution date of the promissory
note, the fair market value of the company’s common stock was $0.13 per share, while the conversion
price was $0.30 per share. Per the agreement, there were no definitive number of shares to be
converted and historically, the note holder had declined the conversion option and opted for
payment in cash.

     In 2003, we received a short-term note from a related party, which was originally to be repaid
in cash generated from operating activities. The note holder had subsequently agreed to accept
repayment of the principal and accrued interest in shares of our common stock at its current fair
market value. We concluded that the original note did not include a conversion option and,
therefore, was not subject to a calculation of a beneficial conversion.

Mr. Craig Wilson, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

July 5, 2005

Page 6

Note 10 — Warrants and options

     9. In 2003, we issued 447,916 warrants in connection with services rendered to the Company. We
used the “Black-Scholes” model for determining any cost that should be expensed in connection with
issuance with the following: Strike price of $0.15, share price $0.11 and a risk free interest rate
of 3.25%. All warrants have subsequently expired.

Note 11 — Related Party Transactions

     10. We reviewed the information provided in FAS 141, Appendix B, with respect to determining
the value of the acquired intangible assets from Paul Marin and Zach Bair. Because we were unable
to reliably measure the fair value of the assets acquired, we concluded the most conservative
approach to be that of the par value of the stock issued. On the same note, in order to comply with
the requirements of FAS 141, we also recognized the need to apply a fair value to the consideration
given in exchange for the asset. Upon initial measurement, we would assume the consideration paid
would be equal in value to the asset acquired. In the case of this transaction, we could not obtain
an equal value to the asset and, therefore, pursuant to FAS 123, paragraph 8, we accounted for and
valued the equity instrument issued based on its current fair market value at the measurement date
and recorded what we believed to be the excess consideration given as compensation to the related
parties.

Form10-QSB for Fiscal Quarter Ended March 31, 2005

Financial Statements

Consolidated Notes to Financial Statements, page 6

Note 3 — Asset acquisition, page 6

     11. On February 28, 2005, we completed a purchase of equipment from Moving Records, LLC in the
course of ordinary business. Per the agreement, we did not acquire the operations or all of the
liabilities of Moving Records, LLC, but rather assumed the liabilities leveraging the equipment in
order to obtain full rights of ownership in the equipment. Effectively, we have integrated the
equipment assets acquired into our DiscLive operations. We do not operate under the Moving Records,
LLC name, and we did not continue their business in the same manner; therefore, it was our
conclusion that the transaction was an equipment purchase versus a business acquisition.

Mr. Craig Wilson, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

July 5, 2005

Page 7

     Should you have any questions or require any clarification of our responses to your comments,
please do not hesitate to contact us.

Sincerely,

/s/ Craig G. Ongley

Craig G. Ongley

CGO/lw

321927