United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Form 10-Q

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2012.

 

or

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from __________ to __________.

 

Commission file number 000-53278 

 

IC PLACES, INC.

(Name of small business issuer in its charter)

 

Delaware

(State or other jurisdiction of incorporation or organization)

 

42-1662836

(I.R.S. Employer Identification No.)

 

1211 Orange Ave., Suite 300, Winter Park, FL  32789

(Address of principal executive offices and Zip Code)

 

Registrant’s telephone number, including area code   407.442.0309

 

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  (X) Yes (__) No

 

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

 

Large accelerated filer (__)   Accelerated filer (__)   Non-accelerated filer (__)   Smaller reporting company (X)

 (Do not check if a smaller reporting company)

 

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

 

The number of shares of the issuer’s common stock, par value $.00001 per share, outstanding as of September 30, 2012 was approximately 1,142,697,046.

 


 

 

 

TABLE OF CONTENTS

 

 

 

Page

Part I. Financial Information

3

 

 

Item 1. Financial Statements.

3

 

 

Balance Sheets for the periods ending September 30, 2012 (unaudited) and December 31, 2011 (audited)

3

Statement of Operations for the three and nine month periods ending September 30, 2012 and 2011 (unaudited)

4

Statements of Cash Flows for the nine month periods ending September 30, 2012 and 2011 (unaudited)

5

Notes to Financial Statements (unaudited)

6

 

 

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

12

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

15

Item 4. Controls and Procedures.

15

Item 4T. Controls and Procedures.

15

 

 

Part II. Other Information

17

 

 

Item 1. Legal Proceedings.

17

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

17

Item 3. Defaults Upon Senior Securities.

17

Item 4. Mine Safety Disclosures.

17

Item 5. Other Information.

17

Item 6. Exhibits

17

Signatures

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Part I.  Financial Information

Item 1.  Financial Statements.

 

IC Places, Inc.

(Previously a Development Stage Company)

Balance Sheets

           
     
   

September 30, 2012

 

December 31, 2011

 
   

(unaudited)

 

(audited)

 
           

Current Assets

         

Cash

$

14,268

$

2,316

 

Accounts Receivable

 

2,700

 

2,225

 

Prepaid Expenses

 

209,479

 

249,167

 

Total Current Assets

 

226,447

 

253,708

 
           
           

Property and Equipment

 

43,966

 

43,966

 

Accumulated Depreciation

 

(37,150)

 

(33,878)

 
   

6,816

 

10,088

 
           

Intangible Properties

 

2,836,715

 

-

 

Accumulated Amortization

 

(101,311)

 

-

 
   

2,735,404

 

-

 
           

Total Assets

$

2,968,667

$

263,796

 
           

Liabilities and Stockholders' Equity

         

Current Liabilities

         

Accrued Liabilities

$

30,522

$

31,260

 

Convertible Note Payable

 

244,253

 

353,208

 

Derivative Liability

 

656,082

 

94,697

 

Advances from Stockholder

 

49,064

 

50,013

 

Total Current Liabilities

 

979,921

 

529,178

 
           

Stockholders' Equity

         

Common Stock, $.00001 par value;

         

4,000,000,000 shares authorized;

         

1,131,554,189 and 335,108,685 shares issued

         

and outstanding, respectively

 

11,316

 

3,351

 

Additional Paid In Capital

 

11,209,993

 

1,882,935

 

Unearned Stock Based Compensation

 

(10,833)

 

(35,208)

 

Accumulated Deficit during the Development Stage

 

(9,221,730)

 

(2,116,460)

 

Total Stockholders' Equity

 

1,988,746

 

(265,382)

 
           

Total Liabilities and Stockholders' Equity

$

2,968,667

$

263,796

 
           
           

The accompanying notes are an integral part of these financial statements.

 

 

 


 

 

 

IC Places, Inc.

(Previously a Development Stage Company)

Statements of Operations

(unaudited)

                   
                   
   

For the Three Months Ended

 

For the Nine Months Ended

 
   

Sep 30, 2012

 

Sep 30, 2011

 

Sep 30, 2012

 

Sep 30, 2011

 
                   

Revenues

$

50,456

$

7,529

$

70,679

$

21,215

 
                   

Operating Expenses

                 

Production expense

 

105,449

 

8,684

 

157,879

 

22,359

 

Advertising and promotion

 

11,330

 

4,047

 

13,558

 

5,871

 

Selling expense

 

25,290

 

12,737

 

49,436

 

50,939

 

Professional fees

 

11,632

 

28,690

 

21,621

 

34,691

 

Communications

 

20,991

 

368

 

25,933

 

5,758

 

Administrative

 

50,890

 

8,823

 

75,348

 

33,344

 

Stock-based compensation

 

4,801,625

 

110,124

 

4,842,875

 

349,473

 

Depreciation and amortization

 

102,564

 

1,498

 

104,583

 

5,842

 

total operating expenses

 

5,129,771

 

174,971

 

5,291,233

 

508,277

 
                   

Operating Loss

 

(5,079,315)

 

(167,442)

 

(5,220,554)

 

(487,062)

 
                   

Other Income (Expense):

                 

Interest

 

(118,481)

 

(10,100)

 

(214,349)

 

(22,906)

 

Change in derivative

 

(1,642,947)

 

(29,596)

 

(1,638,409)

 

(77,139)

 

Beneficial conversion

 

(36,000)

 

-

 

(51,000)

 

-

 

Settlement of debts

 

6,286

 

-

 

19,042

 

-

 
                   

Net Loss before Income Taxes

 

(6,870,457)

 

(207,138)

 

(7,105,270)

 

(587,107)

 
                   

Net Loss

$

(6,870,457)

$

(207,138)

$

(7,105,270)

$

(587,107)

 
                   

Earnings per share, basic and diluted

$

(0.01)

$

(0.01)

$

(0.01)

$

(0.03)

 

Weighted average shares outstanding

 

1,065,373,481

 

25,911,584

 

747,935,022

 

22,795,656

 
     

 

 

         
                   

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

IC Places, Inc.

(Previously a Development Stage Company)

Statements of Cash Flows

(unaudited)

           

 

 

For the Nine Months Ended

 

   

Sep 30, 2012

 

Sep 30, 2011

 

Cash Flows from Operating Activities:

         

Net Loss

$

(7,105,270)

$

(587,107)

 
           

Adjustments to reconcile net loss to meet cash provided by operating activities:

         

Depreciation

 

104,583

 

5,842

 

Stock Based Compensation

 

4,842,875

 

349,473

 

Stock Based Payments for Rents

 

2,188

 

2,187

 

Change in Derivative

 

1,642,947

 

66,085

 

Beneficial Conversion

 

51,000

 

-

 

Amortization of finance costs and debt discounts

 

210,791

 

-

 

Settlement of debts

 

(19,042)

 

-

 

Decreases (increases) in assets and liabilities:

         

Accounts Receivable

 

(475)

 

-

 

Accrued Liabilities

 

18,304

 

6,353

 

Net cash (used in) operating activities

 

(252,099)

 

(157,167)

 
           
           

Cash Flows from Investing Activities:

         

Capital Expenditures

 

-

 

(13,726)

 

Net cash (used in) investing activities

 

-

 

(13,726)

 
           
           

Cash Flows from Financing Activities:

         

Proceeds from notes and loans

 

265,000

 

236,000

 

Stockholder advances, proceeds

 

95,504

 

-

 

Stockholder advances, repayments

 

(96,453)

 

(65,074)

 

Net cash provided by financing activities

 

264,051

 

170,926

 
           

Net Increase (Decrease) in Cash

 

11,952

 

33

 
           

Cash, beginning of year

 

2,316

 

-

 
           

Cash, ending

$

14,268

$

33

 
           
           

Supplemental Cash Flows:

         

Cash paid for interest

$

-

$

-

 

Cash paid for taxes

$

-

$

-

 
           

Non Cash Disclosures

         

Conversion of debt to equity

$

454,000

$

173,900

 

Acquisition of assets

$

2,848,500

$

-

 
           

The accompanying notes are an integral part of these financial statements.

 

 

 


 

 

IC Places, Inc.

(Previously a Development Stage Company)

Notes to the Financial Statements

September 30, 2012 and 2011

(unaudited)

 

 

  1.                         Background Information

 

IC Places, Inc. ("The Company") was formed on March 18, 2005 as a Delaware Corporation and is based in Celebration, Florida.  The Company engages in the ownership and operation of a network of city-based websites for use by business and vacation travelers as well as local individuals.  The Company’s websites provide local information about hotels, restaurant dining, golf courses, discount event tickets, discount car rentals, discount airfare, and attraction tickets.

 

IC Place's offers marketing tools and expertise to advertisers that combine the quality and power of Flash video, interactive features, the ability to update their information and add special events immediately and as frequently as desired.  The IC Places websites also incorporate the most comprehensive online tracking and reporting capabilities.  This dramatically enhances the impact and effectiveness of any ad campaign.

 

On July 10, 2012 IC Places, Inc. (“the Company” or “Buyer”) entered into an Asset Purchase Agreement with Punch Television Network (“Punch”, “Seller”). Through the agreement, the Buyer has acquire substantially all of the assets, tangible and intangible, owned by Seller that are used in, or necessary for the conduct of, its Television Network business, including, without limitation:  (i) the Station Licenses, subject to any obligations contained in disclosed license agreements and all related intellectual property; (ii) the fixed assets of Seller; (iii) any and all customer lists; and (iv) the goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances.  The aggregate consideration for the assets and business was 135,000,000 shares of restricted common shares of ICPA Stock. 

 

Punch TV is an African American network that includes new programming.  Punch TV Network differs from current “African American” television that uses research-driven approaches to target African Americans audiences; Punch TV was designed to deliver entertainment to multicultural audiences.  Punch TV represents a Multi-Media experience that satisfies and excites viewers.

 

2.            Summary of Significant Accounting Policies

 

The significant accounting policies followed are:

 

Basis of Presentation

 

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America.  These principals require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

 

All adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the nine month period ended September 30, 2012 and 2011; (b) the financial position at September 30, 2012, and (c) cash flows for the nine month period ended September 30, 2012 and 2011, has been made.

 

The interim financial information referred to above has been prepared and presented in conformity with accounting principles generally accepted in the United States applicable to interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X.

  

The unaudited financial statement and notes are presented as permitted by Form 10-Q.  Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted.  The accompanying unaudited financial statements should be read in conjunction with the financial statements for the years ended December 31, 2011 and notes thereto in the Company’s annual report, filed as an exhibit with the Securities and Exchange Commission.  Operating results for the nine month period ended September 30, 2012 and 2011 is not necessarily indicative of the results that may be expected for the entire year.

 

 


 

 

 

Fair Value Measurement

 

ASC 820 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.  Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.  These inputs are prioritized below:

 

     

Level 1:

Observable inputs such as quoted market prices in active markets for identical assets or liabilities

 

Level 2:

Observable market-based inputs or unobservable inputs that are corroborated by market data

 

Level 3:

Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

 

The Company’s balance sheets include the following financial instruments: cash, accounts receivable, accrued liabilities and amounts due to stockholder.  The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

Cash and Cash Equivalents

 

The majority of cash is maintained with a major financial institution in the United States.  Deposits with this bank may exceed the amount of insurance provided on such deposits.  Generally, these deposits may be redeemed on demand and, therefore, bear minimal risk.  The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

 

Accounts Receivable, Credit and Revenue Recognition

 

Accounts receivable consist of amounts due for advertising, based on referral agreements.  Advertising revenue is recognized when businesses place advertisements on the IC Places website or through banner ads or upon a customer's purchase of partner offerings originated from links through the company website.  Punch Television records and recognizes revenue when advertisements are aired through their websites. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company’s customer credit worthiness, and current economic trends.  Based on management’s review of accounts receivable, no allowance for doubtful accounts was considered necessary.  Receivables are determined to be past due, based on payment terms of original invoices.  The Company does not typically charge interest on past due receivables.

 

Property and Equipment

 

Property and equipment is stated at cost.  Depreciation is computed by the straight-line method over estimated useful lives (3-7 years).  The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted.  Based upon its most recent analysis, the Company believes that no impairment of property and equipment existed at September 30, 2012.

 

Long-lived assets such as property, equipment and identifiable intangibles are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.  When required impairment losses on assets to be held and used are recognized based on the fair value of the asset.  The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.  If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset.  When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.  We did not recognize any impairment losses for any periods presented.

 

Share-based Compensation

 

 


 

 

 

All share-based payments to employees, including grants of employee stock options to be recognized as compensation expense in the financial statements based on their fair values.  That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).  The Company had no common stock options or common stock equivalents granted or outstanding for all periods presented.

 

Advertising Costs

 

The costs of advertising are expensed as incurred.  Advertising expense was $11,330, $8,684, $13,558 and $5,871 for the three and nine months ended September 30, 2012 and 2011, respectively.

 

Income Taxes

 

The Company accounts for income taxes under the liability method.  This method provides that deferred tax assets and liabilities are recorded based on the differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purpose, referred to as temporary differences.  Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.

 

Earnings (Loss) Per Share

 

Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year.  Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares.  There are no options or warrants outstanding, however, convertible notes payable are considered to be common stock equivalents, at the date of their maturity (when available to convert).  As of September 30, 2012 and 2011, there are potential share equivalents based on conversion options associated with our debt instruments (approximately 90,870,000 potential shares), however, due to net operating losses sustataned anti-dilution issues are not applicable.

 

3.            Previously a Development Stage Enterprise

 

The Company was considered to be in development stage since its formation on March 18, 2005 through December 31, 2011.  Through December 31, 2011, the Company had been primarily engaged in developing an internet portal website and raising capital to carry out its business plan.  The Company, through its service offerings, has established a recurring base of business and has acquired agreements which will generate additional advertising revenue.  Additionally, the Company has advanced its business plan of expansion, through the acquisition of Punch TV. The Company may continue to incur operating losses and to generate negative cash flow from operating activities while it advances its customer base and establishes itself in the marketplace and also, through Punch TV, develop its programming schedules and broadcast channels.  The Company's ability to eliminate operating losses and to generate positive cash flow from operations in the future will depend upon a variety of factors, many of which it is unable to control.  The Company is requiring additional capital and will allocate substantial revenues generated towards advertising and branding of its media business lines.  The Company anticipates generating adequate revenues to cover its operating expenses, however, may not be able to eliminate operating losses, generate positive cash flow, or achieve or sustain profitability, which would materially adversely affect its business, operations, and financial results, as well as its ability to make payments on any obligations it may incur.

 

4.            Going Concern

 

The accompanying unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.

 

The Company incurred a net loss for the nine months ended September 30, 2012.  As of September 30, 2012 the Company had minimal cash with which to satisfy any future cash requirements.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business.  There can be no assurance that the Company will be successful in raising such capital.  The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to build and maintain websites and to provide services and support to its customers and users.  There may be other risks and circumstances that management may be unable to predict.

 

 


 

 

 

The unaudited financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

5.            Recently Issued Accounting Pronouncements

  

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.  Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company's present or future consolidated financial statements.

 

6.            Property and Equipment

 

     

September 30 2012

   

December 31, 2011

     

(unaudited)

   

(audited)

    Office Furniture

 

$

229

 

$

229

Computer Equipment

   

3,928

   

3,928

Software

 

 

39,809

 

 

39,809

     

43,966

   

43,966

Less accumulated depreciation

 

 

37,150

 

 

33,878

Property and equipment, net

 

$

6,816

 

$

10,088

 

 

Depreciation of equipment was $1,253, $1,498, $3,272 and $5,842 for the nine months ended September 30, 2012 and 2011, respectively.

 

 

7.            Intangible Properties

 

On July 10, 2012 IC Places, Inc. (“the Company” or “Buyer”) entered into an Asset Purchase Agreement with Punch Television Network (“Punch”, “Seller”). Through the agreement, the Buyer has acquire substantially all of the assets, tangible and intangible, owned by Seller that are used in, or necessary for the conduct of, its Television Network business, including, without limitation:  (i) the Station Licenses, subject to any obligations contained in disclosed license agreements and all related intellectual property; (ii) the fixed assets of Seller; (iii) any and all customer lists; and (iv) the goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances.  The aggregate consideration for the assets and business was 135,000,000 shares of restricted common shares of ICPA Stock. 

 

The Company valued the consideration of shares at the fair market value of the shares at the date of acquisition ($.0211) at an amount of $2,848,500.   The Company allocated the costs to identifiable assets and the remainder was considered to be the value of station and programming licenses and therefore cost was assigned to intangible assets.   The net intangible costs assigned were $2,836,715.  The Company is amortizing these costs over a 7 year period, believed to be the life of the programming and station license life.  As of September 30, 2012, management does not believe, based on future discounted cash flow analysis, that there is any impairment to this asset.

 

Amortization expense was $101,311, $0, $101,311 and $0 for the three and nine month periods ended September 30, 2012 and 2011, respectively.

 

 

8.            Convertible Notes Payable

 

Notes payable consists of the following convertible notes (further described below):

 

 


 

 

 

     

September 30, 2012

   

December 31, 2011

     

(unaudited)

   

(audited)

Convertible notes payable: a series of notes have been issued at various times with identical terms: maturity within 9 months; interest rate at 8%; convertible at 50-65% discount to trading fair market value; convertible at option of holder

 

$

209,000

 

$

142,500

Convertible demand note payable, dated September 23, 2011, no maturity date, 2% interest rate, convertible at 50% discount to trading price at time of demand

   

163,000

   

214,000

Debt discount

   

(120,494)

     

Deferred financing costs

 

 

(7,253)

 

 

(3,292)

     

244,253

   

353,208

Long-term portion of convertible debt

 

 

--

 

 

--

Current portion of convertible debt

 

$

244,253

 

$

353,208

 

Convertible Notes Payable

 

The Company receives proceeds, at various dates, from an unrelated third party in exchange for a series of convertible promissory notes at an annual interest rate of 8% on any unpaid principal and a maturity date of nine months from the date of funding.  A penalty interest rate will be in effect for any amount of principal or interest which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date.  The note is convertible at the option of the holder at any time during the lending period.  The note is convertible into common stock at a conversion price of 35% (65% discount) of the calculated average of the lowest three trading prices for the common stock during the ten trading day period prior to the date of the conversion notification.  The holder has converted a portion of these notes in satisfaction of the amounts due.  During the nine month period ended September 30, 2012, notes with a face value of $97,500 was converted into 350,445,504 shares of common stock.  The debt conversion was recorded at the fair market value of the stock, at an average price of $.00535.  The difference in the calculated issue price, per the agreed terms listed above, and the fair market value of the shares resulted in a recognition of $1,777,023 as an expense of the conversion, included as a change in derivative.  The Company currently reports the amount due, under these convertible notes net of unamortized discounts and financing costs (amortized to interest expense over the term of each note) associated with origination fees and the beneficial conversions resulting from the terms of the installment funding.

 

The Company has recognized the derivative liability associated with this agreement and has revalued the beneficial conversion feature, classifying as a derivative liability.  As of September 30, 2012 and December 31, 2011, the derivative liability was calculated to be $656,082 and $94,697, respectively.

 

The derivative valuation resulted from calculation using an option pricing method for the conversion feature of the note payable. The following assumptions were used in our calculation:

 

 

Weighted Average:

   

Stock Price

 

$.0075

Strike Price

 

$.0023

Dividend rate

 

0.0%

Risk-free interest rate

 

.11%

Expected lives (years)

 

.5 years

Expected price volatility

 

395.3%

Forfeiture Rate

 

0.0%

 

Convertible Demand Notes Payable

 

On September 23, 2011, the Company entered into an arrangement with a lender whereby the Company assigned certain debt due the majority shareholder, in the amount of $250,000, secured by a five (5) year employment agreement (see related party footnote).  The note is convertible into shares of the Company stock, at the demand of the lender.  The convertible note is interest bearing at 2% per annum, there are no repayment terms.  Terms of conversion define the stock price as at a 50% discount to the stock price defined as the average three deep bids on the day of funding. For the nine months ended September 30, 2012 we issued 60,000,000 shares valued at $51,000 in satisfaction of payments.  Payments resulted in the recognition of a beneficial conversion, at the time of the issuance, of $51,000 and $0 for the nine month periods ended September 30, 2012 and 2011, respectively.  The remaining balance on this convertible note payable $163,000 and $214,000 as of September 30, 2012 and December 31, 2011, respectively.

 


 

 

9.           Income Tax

 

The Company has not recognized an income tax benefit for the current quarter and year based on uncertainties concerning its ability to generate taxable income in future periods.  The tax benefit for the current period presented is offset by a valuation allowance (100%) established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not.  In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.  

 

10            Equity

 

On June 11, 2010 the Board of Directors of the Company approved a reverse stock split, whereby one common share was issued for each thirty shares of common stock held (“30:1”) (184,060,170 shares exchanged for 6,135,339 shares).

 

The company has one class of stock, common.  Four billion (4,000,000,000) shares of stock are authorized by the company’s Amended Articles of Incorporation filed within the State of Delaware, at par value $.00001

 

Shares issued to consultants during period in advance of services (unearned) to be provided have been charged to a contra-equity account and will be ratably expensed, over the requisite service period, as the services are rendered.

 

The Company, pursuant to its 2010 Equity Compensation Plan, which has been approved by the Company’s Board of Directors, as filed with the Securities and Exchange Commission on February 26, 2010, will issue up to 25,000,000 shares of common stock.  The 2010 Equity Compensation Plan is hoped to further provide a method whereby the Company’s current employees and officers and non employee directors and consultants may be stimulated and allow the Company to secure and retain highly qualified employees, officers, directors and non-employee directors and consultants

  

11.            Related Party Transactions

 

Advances and Loans from Shareholder

 

The majority shareholder has advanced funds, since inception, for the purpose of financing working capital and product development.  As of September 30, 2012 and December 31, 2011, these advances amounted to $49,064 and $50,013, respectively.  There are no formalized agreement or repayment terms to this advance and the amount is payable upon demand.  In the absence of a formal agreement or stated interest rate, the Company is accruing interest at a minimal variable rate, currently 3%.  Management will periodically adjust the rate recognized, following guidelines of applicable federal rates of interest.   Accrued interest on these advances is $5,772 and $5,072 as of September 30, 2012 and December 31, 2011, respectively.

 

Employment Contracts

 

On November 18, 2005 the Company entered into an employment agreement with Steven Samblis to be our Chief Executive Officer.  The agreement provided (1) the issuance of 350 million shares of its common stock; (2) compensation to be 15% of revenues; (3) included a provision to authorize the issuance of shares to maintain majority of control; and (4) termination of agreement on November 18, 2025.   On September 23, 2011, the Company entered into an employment continuation commitment agreement with the Chief Executive Officer, who is the majority shareholder, whereby the Company’s Board of Directors declared a $250,000 amount payable for a five (5) year employment commitment.  The amount has been deferred and will be ratably expensed, as compensation, over the length of the agreement.

 

On July 10, 2012 the Company entered into an executive employment agreement with Joseph Collins in the capacity as President and Co-Chairman of the Board of Directors.  The agreement provides for compensation of $200,000 per year upon completion of capital raise of $3,000,000 and the immediate issuance of 150,000,000 common shares.  Additional shares are to be issued on a progressive level upon the successful raise of capital and additional incentive issuances upon meeting certain business benchmarks.

General Disclosures


 

 

We depend on our sole officer and director, to provide the Company with the necessary funds to implement our business plan, as necessary.  The Company does not have a funding commitment from him or any written agreement for our future required cash needs.

 

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

 

  12.          Commitments and Contingencies

 

The Company has entered into agreement for office and studio space for a six year period, beginning in January 2010 and expiring in December 2015.  

 

Future minimum lease payments for the years ended December 31:

 

2012

   

729

2013

   

2,917

2014

   

2,917

2015

   

2,917

thereafter

   

--

   

$

9,479

 

From time to time the Company may be a party to litigation matters involving claims against the Company.  Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

 

Management has considered all events subsequent to the balance sheet through the date that these financial statements were available, which is the date of our filing with the SEC. 

 

 


 

Item 2.  Management’s Discussion and Analysis or Plan of Operation.

 

Note Regarding Forward Looking Statements.

 

This quarterly report on Form 10-Q of IC Places, Inc. for the period ended September 30, 2012 contains certain 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, which are intended to be covered by the safe harbors created thereby.  To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties.  In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements.  Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

 

The following are factors that could cause actual results or events to differ materially from those anticipated, and include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.

 

You should not rely on forward-looking statements in this quarterly report.  This quarterly report contains forward-looking statements that involve risks and uncertainties.  We use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify these forward-looking statements.  Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report.  Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by IC Places, Inc.  For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:

 

(a)           An abrupt economic change resulting in an unexpected downturn in demand;

(b)           Governmental restrictions or excessive taxes on our products;

(c)           Over-abundance of companies supplying computer products and services;

(d)           Economic resources to support the retail promotion of new products and services;

(e)           Expansion plans, access to potential clients, and advances in technology; and

(f)            Lack of working capital that could hinder the promotion and distribution of products and services to a broader based business and retail population.

 

Financial information provided in this Form 10-Q for periods subsequent to September 30, 2012 is preliminary and remains subject to audit.  As such, this information is not final or complete, and remains subject to change, possibly materially  

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The Company had $50,456, $7,529, $70,679, and $21,215 from advertising revenue for the three and nine month periods ended September 30, 2012 and 2011, respectively.  The Company has secured a contract for the commitment, at minimum, to distribute six program licenses: "Instant Movie Reviews"," Instant DVD Reviews", "First Look"," Trailers"," IC Sports".  The Company has also received revenues from other advertising and talent fees.  The addition of Punch TV added $43,506 of revenue for the period of acquisition through September 30, 2012.

 

Operating expenses were $5,129,771, $174,971, $5,291,233 and $508,275 for the three and nine month periods ended September 30, 2012 and 2011, respectively.  Significant operating expenses were related to stock-based share payments which were $4,801,625, $110,124, $4,842,875 and $349,473 for the three and nine month periods ended September 30, 2012 and 2011, respectively.  Shares were issued as compensation for services rendered.  The Company is recording stock-based compensation, valued at the date of the issuance, and ratably expensing over the service period.  Other significant operating expenses were also related to the maintenance of the corporate entity, primarily accounting and legal fees.  Expenses incurred in the development of the web-based search site are expensed as incurred.

 

 

CONTRACTUAL OBLIGATIONS

 


 

Employment Contracts

 

On November 18, 2005 the Company entered into an employment agreement with Steven Samblis to be our Chief Executive Officer.  The agreement provided (1) the issuance of 350 million shares of its common stock; (2) compensation to be 15% of revenues; (3) included a provision to authorize the issuance of shares to maintain majority of control; and (4) termination of agreement on November 18, 2025.   On September 23, 2011, the Company entered into an employment continuation commitment agreement with the Chief Executive Officer, who is the majority shareholder, whereby the Company’s Board of Directors declared a $250,000 amount payable for a five (5) year employment commitment.  The amount has been deferred and will be ratably expensed, as compensation, over the length of the agreement.

 

On July 10, 2012 the Company entered into an executive employment agreement with Joseph Collins in the capacity as President and Co-Chairman of the Board of Directors.  The agreement provides for compensation of $200,000 per year upon completion of capital raise of $3,000,000 and the immediate issuance of 150,000,000 common shares.  Additional shares are to be issued on a progressive level upon the successful raise of capital and additional incentive issuances upon meeting certain business benchmarks.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company is currently financing its operations primarily through loans and advances from the majority shareholder.  These advances are being made to supplement any cash generated by the operating revenue.  We believe we can currently satisfy our cash requirements for the next twelve months with our current expected increase in revenue, and the expected capital to be raised in private placement and sales of our common stock.  Additionally, we will begin to use our common stock as payment for certain obligations and secure work to be performed.  Management plans to increase revenue in order to sustain operations for at least the next twelve months. 

 

At September 30, 2012, the Company did not have adequate cash resources to meet current obligations.  Management believes that financial support from the majority shareholder to pay minimal and necessary incurred expense will allow the Company to benefit from advertising revenue streams, currently in-place, to produce the anticipated cash flow necessary to support operations.

 

At September 30, 2012, the Company had negative working capital of approximately $753,000 as compared to negative $275,000 at December 31, 2011.  Working capital as of both dates consisted entirely of cash, accounts receivable, and prepaid expenses, net of current liabilities.

 

At September 30, 2012 , the Company has minimal cash and tangible assets, increasing accrued liabilities, negligible revenues, and a history of operating losses.  Absent an outside capital infusion, the Company will seek funding from traditional banking and other private sources.  There are no assurances that any manner of securities offering (debt or equity) will be successful, and the Company’s revenues are inadequate to provide for the growth projected in this filing.  We may be reliant on additional shareholder contributions, including from management, to continue operations.  We are hopeful that the market awareness and financial transparency afforded through becoming a reporting company will assist us in procuring additional investment capital or loans.

 

As reflected in the audited financial statements, as of December 31, 2011, our auditor’s report included an explanatory paragraph concerns that raise substantial doubt about the Company’s ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company's ability to become profitable and or attain funding through additional sale of common stock or debt financing.  The unaudited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Off Balance Sheet Arrangements  

 

We have no off balance sheet arrangements.

 

Subsequent Events

 

On October 31, 2012 the Company’s Board of Directors approved the amendment of the Company’s Certificate of Incorporation to change the Company’s name to IC Punch Media, Inc. and to provide for a class of “blank check” preferred stock.  The Company is authorizing five hundered million (500,000,000) shares of preferred stock, par value $.000001.  The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series in addition to those set  forth below and to fix and determine the relative rights and preferences of the shares of each series so established, provided, however, that  the rights and preferences of various series may vary only with respect to:


 
  • the rate of dividend;
  • whether the shares may be called and, if so, the call price and the terms and conditions of call;
  • the amount  payable upon the shares in the event of voluntary and involuntary liquidation;
  • sinking fund provisions, if any, for the call or redemption of the shares;
  • the terms and conditions, if any, on which the shares may be converted;
  • voting rights; and
  • whether the shares will be cumulative,  noncumulative or partially cumulative as to dividends and the dates from which any cumulative dividends are to accumulate.

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

 

We are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 4.  Controls and Procedures

 

Item 4(T).  Controls and Procedures.

 

(a)           Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures.

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

With respect to the period ending September 30, 2012, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures,  as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. 

 

Based upon our evaluation regarding the period ending September 30, 2012 , the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.  Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct. 

 

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives.  However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud.  A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

 

(b) Changes in Internal Controls.

 


 

There have been no changes in the Company’s internal control over financial reporting during the period ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

Part II.  Other Information

 

Item 1.  Legal Proceedings.

 

None.

 

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

 

None..

 

Item 3.  Defaults Upon Senior Securities

 

None

 

Item 4.  Mine Safety Disclosures.

 

Not applicable.

 

Item 5.  Other Information.

 

Mr. Peter Messineo, our Chief Financial Officer,  has submitted his resignation effective November 15, 2012. His departure is not due to any disagreement with the Company on any matter related to the Company’s operations.  Mr. Steven Samblis, our Chief Executive Officer will assume these responsibilities until a replacement can be arranged, which is expected to be announced concurrently with the effective departure.

 

Item 6.  Exhibits

 

 

   

Exhibit

Number

Description

 

 

31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101

Interactive Data Files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.**

 

*     Filed herein

**  In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed "furnished" and not "filed."

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

                                                IC PLACES, INC.

 

 

Date: November 13, 2012                 By:  /s/ Steven Samblis

                                                                                                                                                  

                                                STEVEN SAMBLIS,

                                               Chief Executive Officer

                                                Chief Financial Officer

 

Exhibit 31.1

CERTIFICATION

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULES 13A-14 AND 15D-14

OF THE SECURITIES EXCHANGE ACT OF 1934

 

I, Steven Samblis, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of IC Places, Inc. for the quarter ended September 30, 2012;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

                 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

  1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  2. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  3. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  4. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

  1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
  2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: November 13, 2012

 

 

Steven Samblis

Chief Executive Officer

 

 

Exhibit 31.2

CERTIFICATION

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULES 13A-14 AND 15D-14

OF THE SECURITIES EXCHANGE ACT OF 1934

 

I, Peter Messineo, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of IC Places, Inc. for the quarter ended September 30, 2012;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

                           

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

  1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  2. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  3. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  4. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

  1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
  2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: November 13, 2012

 

 

Peter Messineo

Chief Financial Officer

 

 

Exhibit 32.1

 

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 as filed with the Securities and Exchange Commission (the “Report”) by IC Places, Inc. (the “Registrant”), I, Steven Samblis, hereby certify that:

 

1.

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of Registrant.

 

 

Date: November 13, 2012

 

 

Steven Samblis

Chief Executive Officer

 

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT

TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the filing of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 as filed with the Securities and Exchange Commission (the “Report”) by IC Places, Inc. (the “Registrant”), I, Peter Messineo, hereby certify that:

 

1.

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of Registrant.

 

 

Date: November 13, 2012

 

 

Peter Messineo

Chief Financial Officer