U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K/A
(Amendment No. 1)
 
 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2013
 
 
For the transition period from N/A to N/A
 
Commission File No. 000-53278
 
 
IC Punch Media, Inc.
(Name of small business issuer as specified in its charter)
 
Delaware                                        42-1662836
(State of Incorporation)                    (IRS Employer Identification No.)
 
1211 Orange Ave., Suite 300, Winter Park, FL 32789
(Address of principal executive offices)
 
407-442-0309
(Issuer's telephone number)
 
 
Securities registered under Section 12(b) of the Exchange Act:
 
None
 
Securities registered under Section 12(g) of the Exchange Act:
 
Common Stock, $0.00001 par value per share
(Title of Class)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 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. Yes [x] No [ ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] 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.
 
Large accelerated filer [   ]                                                                                                                                                                                                               Accelerated Filer [   ]
 
Non-accelerated filer [   ]                                                                                                                                                                                                 Smaller reporting company [X]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
 
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.
 
Class                                                                                                                                                                                              Outstanding at April 21, 2013
-------                                                                                                                                                                                            ------------------------------------
Common stock, $0.00001 par value                                                                                                                                                                                                                                               44,128,053
 


EXPLANATORY NOTE
 
The purpose of this Amendment No. 1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission on April 22, 2014 (the "Form 10-K"), is to correct the following:

·
The number of shares outstanding as of the date of the filing of the original 10K did not correctly reflect the amount of post-split shares outstanding.

·
The amount of depreciation expense for the period ending December 31 2013 was over-stated.

·
Retroactive restatement of Equity in prior periods on the Balance Sheet and Statement of Stockholders' Equity

This Amendment No. 1 to the Form 10-K continues to speak as of the original filing date of the Form 10-K, and does not reflect events that may have occurred subsequent to the original filing date.

TABLE OF CONTENTS

Part I
 
Page
Item 1
Business
3
Item 1A
Risk Factors
3
Item 1B
Unresolved Staff Comments
7
Item 2
Properties
7
Item 3
Legal Proceedings
7
Item 4
Mine Safety Disclosures
7
Part II
 
 
Item 5
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
8
Item 6
Selected Financial Data.
9
Item 7
Management's Discussion and Analysis of Financial Condition and Results of Operation
9
Item 7A
Quantitative and Qualitative Disclosures about Market Risk
13
Item 8
Financial Statements and Supplementary Data
14
Item 9
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
25
Item 9A
Controls and Procedures
25
Item 9B
Other Information
25
Part III
 
 
Item 10
Directors and Executive Officers and Corporate Governance.
26
Item 11
Executive Compensation
27
Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
28
Item 13
Certain Relationships and Related Transactions, and Director Independence.
28
Item 14
Principal Accounting Fees and Services
28
Part IV
 
 
Item 15
Exhibits, Financial Statement Schedules
29
Signatures
 
31






2



PART I



ITEM 1.BUSINESS

Background Information

IC PLACES, INC. (formerly known as IC PUNCH MEDIA, 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 July10, 2012, IC PLACES, INC. (formerly known as IC PUNCH MEDIA, INC) ("the Company" or "Buyer"), entered into an Asset Purchase Agreement with Punch Television Network ("Punch" or "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. In addition and as a result of the issuance of shares to Punch Television Network, 150,000,000 shares were issued to Joseph Collins pursuant to his employment agreement.
 
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.
 
Effective May 14, 2013, the Company rescinded the Punch Television Network Agreement and all associated employment agreements and the entire transaction has been cancelled by mutual agreement of both parties. Joseph Collins resigned as President and Director as result of the rescission of the Punch Television Network Agreement. 
 
Reports to Security Holders

We file reports and other information with the U.S. Securities and Exchange Commission ("SEC"). You may read and copy any document that we file at the SEC's public reference facilities at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for more information about its public reference facilities. Our SEC filings will be available to you free of charge at the SEC's web site at www.sec.gov.

At the request of a shareholder, we will send a copy of an annual report to include audited financial statements. As a reporting company with the U.S. Securities and Exchange Commission ("SEC"), we file all necessary quarterly (Form 10-Q), annual (Form 10-K) and other reports as required.

ITEM 1A. RISK FACTORS

Before you invest in our common stock, you should be aware that there are risks, as described below. You should carefully consider these risk factors together with all of the other information included in this prospectus before you decide to purchase shares of our common stock. Any of the following risks could adversely affect our business, financial condition and results of operations. We have incurred substantial losses from inception while realizing limited revenues and we may never generate substantial revenues or be profitable in the future.

 

3



An investment in our Common Stock is highly speculative and is not an appropriate investment for investors who cannot afford the loss of all or part of their investment.
The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition, and results of operations could be seriously harmed.
Our business is difficult to evaluate because we have a limited operating history.

IC Places was incorporated on March 18, 2005. For the years ended; December 31, 2013, 2012 and the period of March 18, 2005 (date of inception) through December 31, 2013, net losses were approximately $5,865,731, $6,219,281, and $14,201,472, respectively. We expect to experience fluctuations in future quarterly and annual operating results that may be caused by many factors, including:

 
our ability to achieve significant sales for our products and services;
 
 
the cost of technology, software and other costs associated with production and distribution;
 
 
 
the size and rate of growth of the market for Internet products and online content and services;
 
 
the potential introduction by others of products that are competitive with our products; and
 
the general economic conditions in the United States and worldwide.

In view of the foregoing, our results of operations and projections of future operating results are not necessarily meaningful and should not be relied upon as an indication of future performance.
We may not be able to achieve the market penetration and advertising revenues we anticipate.
Failure to attract and keep customers and provide meaningful timely information could result in loss of customers and corresponding advertising revenues. This could substantially impair our ability to achieve new market share and/or maintain current market share.
Our success will be limited if we are unable to attract, retain and motivate highly skilled personnel.
Our future success also will depend on our ability to attract, retain and motivate highly skilled engineering, management, sales and other key personnel. Competition for such personnel is, at times, intense in the Internet industry, and we may be unable to successfully attract, integrate or retain sufficiently qualified personnel. In addition, our ability to generate revenues relates directly to our personnel in terms of both numbers and expertise of the personnel we have available to work on the projects. Moreover, competition for qualified employees may require us to increase our cash or equity compensation, which may have an adverse effect on earnings.
We compete in a highly competitive market and many of our competitors have greater financial resources and established relationships with major corporate customers.
The industry in which we operate is competitive, and is expected to remain competitive. In each of the markets served, we compete on the basis of price, quality, customer service and product and service selection. Our competitive position in various market segments depends upon the relative strength of competitors in the segment and the resources devoted to competing in that segment. Due to their size, certain competitors may be able to allocate greater resources to a particular market segment than we can. As a result, these competitors may be in a better position to anticipate and respond to changing customer preferences, emerging technologies and market trends. In addition, new competitors and alliances may emerge to take market share away. We may be unable to maintain or strengthen our competitive position in our market segments, especially against larger competitors. We any incur additional costs to upgrade systems in order to compete. If we fail to successfully compete, our business, financial position and results of operations may be adversely affected.
Our business could suffer if we are liable for infringing the intellectual property rights of others.
We may be subject to claims in the ordinary course of our business, including claims of alleged infringement of the trademarks, copyrights and other intellectual property rights of third parties by us and our licensees.

4



Other parties may assert claims of infringement of intellectual property or other proprietary rights against us. These claims, even if without merit, could require us to expend significant financial and managerial resources. Furthermore, if claims like this were successful, we might be required to change our trademarks, alter our content or pay financial damages, any of which could substantially increase our operating expenses. We also may be required to obtain licenses from others to refine, develop, market  and deliver new services. We may be unable to obtain any needed license on commercially reasonable terms or at all, and rights granted under any licenses may not be valid and enforceable. In the future we could be subject to legal proceedings and claims from time to time in the ordinary course of our business, including claims of alleged infringement of trademarks and other intellectual property rights of third parties by us and our licensees. Any such claims could have a material adverse effect on our business, financial condition and operating results.
Our business will not succeed if we are unable to keep pace with rapid technological changes.
We use the IC Places technology designed by our Company to serve our clients. These technologies likely will change and may become obsolete as new technologies develop. Our future success will depend upon our ability to remain current with the rapid changes in the technologies used in our business, to learn quickly to use new technologies as they emerge and to develop new technology-based solutions as appropriate. If we are unable to do this, we could be at a competitive disadvantage. Our competitors may gain exclusive access to improved technology, which also could put us at a competitive disadvantage. If we cannot adapt to these changes, our business, financial condition or results of operations may be materially affected in an adverse manner.
If we suffer system failures or overloading of computer systems, our business and prospects could be harmed. The success of our online offerings is highly dependent on the efficient and uninterrupted operation of our computer and communications hardware systems. Fire, floods, earthquakes, power fluctuations, telecommunications failures, hardware "crashes," software failures caused by "bugs" or other causes, and similar events could damage or cause interruptions in our systems. Computer viruses, electronic break-ins or other similar disruptive problems could also adversely affect our websites. If our systems, or the systems of any of the websites on which we advertise or with which we have material marketing agreements, are affected by any of these occurrences, our business, results of operations and financial condition could be materially and adversely affected.
We are dependent on our management and employees.
We are dependent on the services of our executive officers and key employees. As of this date, we have two full time employees and four part time employees, of whom 2 are members of management. We currently do not maintain key-man life insurance policies on key executive officers of the Company. There can be no assurance that we can obtain executives of comparable expertise and commitment in the event of death, or that our business would not suffer material adverse effects as the result of the death, disability or voluntary departure of any such executive officer. Further, the loss of the services of any one or more of these employees could have a materially adverse effect on our business and our financial condition. In addition, we will also need to attract and retain other highly skilled technical and managerial personnel for whom competition is intense. If we are unable to do so, our business, results of operations and financial condition could be materially adversely affected.
We may issue additional shares that could dilute your potential ownership interest and limit the ability of a third party to obtain voting control.

Some events over which investors in the Company have no control could result in the issuance of additional shares of our Common Stock or issuances of preferred stock (of which none is currently outstanding), which would dilute the ownership percentage of current shareholders. We may issue additional shares of Common Stock:

 
to raise additional capital or finance acquisitions;
 
upon the exercise or conversion of outstanding warrants or convertible notes;
 
in lieu of cash payment of interest on our outstanding convertible subordinated notes; or
 
to vendors in exchange for products or services.
We will incur increased costs as a result of becoming a reporting company.
As a reporting company, we will incur significant additional legal, accounting and other expenses in connection with our public disclosure and other obligations. Management will be engaged in assisting executive officers, directors and, to a more limited extent, stockholders, with matters related to insider trading and beneficial ownership reporting. Although not presently applicable to us, in the future we will be required to have our registered independent public accounting firm issue an attestation as to our effectiveness of our internal control over financial reporting.
 

5



We have incurred, and expect to continue to incur, increased general and administrative expenses as a reporting company. We also believe that compliance with the myriad rules and regulations applicable to reporting companies and related compliance issues will divert time and attention of management away from operating and growing our business.
Being a public company also increases the risk of exposure to class action stockholder lawsuits and SEC enforcement actions, and increases the expense to obtain appropriate director and officer liability insurance on acceptable or even reduced policy limits and coverage. As a result, we may find it more difficult to attract and retain qualified persons to serve on our board of directors or as executive officers.
Our Common Stock is subject to the SEC's penny stock rules, and, therefore, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected.
A penny stock is generally defined under the Securities Exchange Act of 1934, as amended ("Exchange Act") as any equity security other than a security that: (i) is an national market system stock listed on a "grandfathered" national securities exchange, (ii) is a national market system stock listed on a national securities exchange or an automated quotation system sponsored by a registered national securities association that satisfies certain minimum quantitative listing standards, (iii) has a transaction price of five dollars or more, or (iv) is a security whose issuer has met certain net tangible assets or average revenues, among other exemptions. Our Common Stock is not currently traded on a national securities exchange or quotation system sponsored by a national securities exchange and our price as reported on the Pink Sheets, LLC, is currently less than five dollars.
In accordance with the rules governing penny stocks, broker-dealers participating in transactions in low-priced securities must first deliver a risk disclosure document that describes the risks associated with such stocks, the broker-dealer's duties in selling the stock, the customer's rights and remedies and certain market and other information. Furthermore, the broker-dealer must make a suitability determination approving the customer for low-priced stock transactions based on the customer's financial situation, investment experience and objectives. Broker-dealers must also disclose these restrictions in writing to the customer, obtain specific written consent from the customer, and provide monthly account statements to the customer.
The effect of these restrictions may decrease the willingness of broker-dealers to make a market in our Common Stock, decrease liquidity of our Common Stock and increase transaction costs for sales and purchases of our Common Stock as compared to other securities. Broker-dealers may find it difficult to effectuate customer transactions in our Common Stock and trading activity in our Common Stock may be adversely affected. As a result, the market price of our Common Stock may be depressed and stockholders may find it more difficult to sell their shares of Common Stock.
If we fail to maintain an effective system of internal control over financial reporting and disclosure controls and procedures, we may be unable to accurately report our financial results and comply with the reporting requirements under the Exchange Act.
We intend to prepare an internal plan of action for compliance with the requirements of Section 404. As a result, we cannot guarantee that we will not have any "significant deficiencies" or "material weaknesses" within our processes. Compliance with the requirements of Section 404 is expected to be expensive and time-consuming. If we fail to complete this evaluation in a timely manner, we could be subject to regulatory scrutiny and a loss of public confidence in our internal control over financial reporting. In addition, any failure to establish an effective system of disclosure controls and procedures could cause our current and potential stockholders and customers to lose confidence in our financial reporting and disclosure required under the Exchange Act, which could adversely affect our business.
We are controlled by our principal stockholders and management, which will limit other stockholders' ability to influence our operations and may affect the likelihood that other stockholders will receive a premium for your securities through a change in control.
Our executive officers, directors and principal stockholders and their affiliates own over 51% of the outstanding shares of Common Stock as of the date of this Registration Statement. These parties effectively control the Company and direct its affairs and have significant influence in the election of directors and approval of significant corporate transactions. The interests of these stockholders may conflict with those of other stockholders. This concentration of ownership may also delay, defer or prevent a change in control of us and some transactions may be more difficult or impossible without the support of these stockholders.
Our Common Stock has a very limited trading market.
Our Common Stock is traded on the over-the-counter Pink Sheets LLC electronic quotation service, an inter-dealer quotation system that provides significantly less liquidity than the NASDAQ stock market or any other national securities exchange. In addition, trading in our Common Stock has historically been extremely limited. This limited trading adversely affects the liquidity of our Common Stock, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and reduction in security analysts' and the media's coverage of us. As a result, there could be a larger spread between the bid and ask prices of our Common Stock and you may not be able to sell shares of our Common Stock when or at prices you desire.

6



We do not intend to pay dividends.
We currently intend to retain any future earnings to fund growth and, therefore, do not expect to pay any dividends to our stockholders in the near future.
Our bylaws provide for our indemnification of our officers and directors.
Our bylaws require that we indemnify and hold harmless our officers and directors, to the fullest extent permitted by law, from certain claims, liabilities and expenses under certain circumstances and subject to certain limitations and the provisions of Delaware law. Under Delaware law, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, against expenses, attorney's fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with an action, suit or proceeding if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.
 
ITEM 2. PROPERTIES
The company has staff in its offices in Glendale, California and its main headquarters is located in Winter Park Florida.

ITEM 3. LEGAL PROCEEDINGS

We are not engaged in any litigation, and we are unaware of any claims or complaints that could result in future litigation. We will seek to minimize disputes with our customers but recognize the inevitability of legal action in today's business environment as an unfortunate price of conducting business.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.
PART II



ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 
Our common stock is quoted on the OTC Markets ("OTCQB") under the symbol "PNCH" for the reporting period. Although we are listed on the OTCQB, there can be no assurance that an active trading market for our stock will continue. Price quotations on the exchange will reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Should a market continue for our shares, the trading price of the common stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as actual or anticipated variations in quarterly operating results, announcements of technological innovations, new sales formats, or new services by us or our competitors, changes in financial estimates by securities analysts, conditions or trends in Internet or traditional retail markets, changes in the market valuations of other equipment and furniture leasing service providers or accounting related business services, announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments, additions or departures of key personnel, sales of common stock and other events or factors, many of which are beyond our control. In addition, the stock market in general, and the market for instant messaging business services in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. These broad market and industry factors may materially adversely affect the market price of the common stock, regardless of our operating performance.




7




Consequently, future announcements concerning us or our competitors, litigation, or public concerns as to the commercial value of one or more of our services may cause the market price of our common stock to fluctuate substantially for reasons which may be unrelated to operating results. These fluctuations, as well as general economic, political and market conditions, may have a material adverse effect on the market price of our common stock.

Cash dividends have not been paid since inception. In the near future, we intend to retain any earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. The declaration and payment of cash dividends by us are subject to the discretion of our board of directors. Any future determination to pay cash dividends will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant at the time by the board of directors. We are not currently subject to any contractual arrangements that restrict our ability to pay cash dividends.

At the present time we have no outstanding options or warrants to purchase securities convertible into common stock.

Price Range of Common Stock

Our Common Stock is quoted on the OTC Markets OTCQB electronic quotation service under the symbol "PNCHD"

 
 
High
   
Low
 
Fiscal Year 2013
 
   
 
First quarter ended March 31, 2013
 
$
1.50
   
$
.25
 
Second quarter ended June 30, 2013
 
$
.99
   
$
.15
 
Third quarter ended September 30, 2013
 
$
. 29
   
$
. 04
 
Fourth quarter ended December 31,2013
 
$
.05
   
$
.01
 
Fiscal Year 2012
               
First quarter ended March 31, 2012
 
$
.0028
   
$
.0018
 
Second quarter ended June 30, 2012
 
$
.0175
   
$
.0113
 
Third quarter ended September 30, 2012
 
$
.0081
   
$
.0075
 
Fourth quarter ended December 31, 2012
 
$
.003
   
$
.0023
 


Approximate Number of Equity Security Holders

On December 31, 2013 the Company's common stock had a closing price quotation of $0.02.  As of December 31, 2013, there were approximately 259 certificate holders of record of the Company's common stock.
Dividends

We have not declared or paid cash dividends on our common stock.

Stock Option Grants

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. No stock options have been issued as of December 31, 2013.
 
Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.
 

8




ITEM 6. SELECTED FINANCIAL DATA

The selected financial data, below, should be read together with "  Management's Discussion and Analysis of Financial Condition and Results of Operations " and our  financial statements  and related notes included in this Annual Report on Form 10-K.

The selected financial data set forth below as of December 31, 2013 and 2012 and for the years then ended are derived from our audited financial statements included in this Annual Report on Form 10-K. All other selected financial data set forth below is derived from our audited financial statements not included in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of our results of operations to be expected in the future.

 
Selected Financial Information:
 
   
 
 
 
For the Year Ended
 
 
 
Dec 31, 2013
   
Dec 31, 2012
 
 
 
(audited)
   
(audited)
 
 
 
   
 
Revenues
 
$
---
   
$
195,082
 
Net Loss
   
(5,865,731
)
   
(6,219,281
)
 
               
 Earnings per share, basic and diluted
   
(0.26
)
   
(0.69
)
 
               
 
               
Total Assets
 
$
95,368
   
$
2,887,036
 
 
               
Total Liabilities
   
501,034
     
788,661
 
Total Equity (Deficit)
   
(405,666
)
   
2,098,375
 
Working Capital
   
(413,774
)
   
(634,842
)


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Notice Regarding Forward Looking Statements

The information contained in Item 7 contains 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. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

We desire to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995.

This filing contains a number of forward-looking statements which reflect management's current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words "believe," "expect," "intend," "anticipate," "estimate," "may," variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

9




Readers should not place undue reliance on these forward-looking statements, which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 
Plan of Operation

IC Places is looking to bring tech Entrepreneurship mindset to Hollywood. The company is planning to create an entertainment campus style facility that connects production startups, innovative writers, accelerator programs, and entertainment entrepreneurs in a single location which allows individual creativity without the isolation most start-up company's experience. 

The choices are few for small production companies, producers, writers and individuals looking to branch out on their own in the world of entertainment. Smaller production companies spend an outrageous amount of money on a private office in an isolated building or join a co-working facility where their teams would be surrounded by non-entertainment freelancers.

Every Entertainment Entrepreneur knows that he has to surround his team with the best resources to make his company and productions a success. That will be the foundation of IC Places: a high-quality creative community that offers ultimate flexibility for a rapidly-growing entertainment startup. Real estate is just a platform for us to deliver an entire ecosystem custom-focused on accelerating the growth of the entertainment companies at IC Places – their success is our best marketing.
 
At the heart of IC Places is the Company's belief in being "creatively independent." That will drive us to constantly seek out the best entertainment start-ups and the best partners for our community.  We believe that quality begets quality and great companies are a product of a great environment.
 
Websites, VU Television and Out-Of-Home Partners
 
IC Places will use all of its current points of distribution as connection vehicles for the companies it brings in under its corporate umbrella to create worldwide awareness for the companies and the projects they work on. 
 
To achieve these goals the company will need to raise money to purchase the real estate that houses its future operations as well as necessary equipment for the facility.  The company may look into leasing options as well. 

Results of Operations

For the twelve months ended December 31, 2013 and 2012.

Revenues

For the years ended December 31, 2013 and 2012, we generated revenues of $0 and $195,082, respectively. Sales were generated from advertising revenue.


10




Operating Expenses

Operating costs were incurred in the amount of $3,249,883 and $5,392,354 for the periods ending December 31, 2013 and 2012, respectively. The decrease was largely attributable to lower stock-based compensation expenses of $1,758,290 in the prior year. Administrative costs have also decreased due to decreased activity of the Company.  In the future, we anticipate greater viewership and therefore we anticipate an increase in our advertisement placement costs in the future.

Net Loss

The Company recognized net losses of $5,865,731 and $6,219,281 for the twelve months ending December 31, 2013 and 2012, respectively. At this time, normal costs of public filing and increasing advertising efforts will continue and it is not known when significant revenues will occur to off-set these expenses.

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.

Liquidity and Capital Resources

The Company is currently financing its operations primarily through loans from third parties. 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 December 31, 2013, the Company did not have adequate cash resources to meet current obligations. Management believes that financial support from third parties 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 December 31, 2013, the Company had negative working capital of approximately $413,774 as compared to negative $634,842 at December 31, 2012. Working capital as of both dates consisted entirely of cash, accounts receivable, and prepaid expenses, net of current liabilities.

At December 31, 2013, the Company has minimal cash, 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, 2013, 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 audited 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.




11




Management Consideration of Alternative Business Strategies

In order to continue to protect and increase shareholder value management believes that it may, from time to time, consider alternative management strategies to create value for the company or additional revenues. Strategies to be reviewed may include acquisitions; roll-ups; strategic alliances; joint ventures on large projects; issuing common stock as compensation in lieu of cash; and/or mergers.

Management will only consider these options where it believes the result would be to increase shareholder value while continuing the viability of the company. At the current time, there have been no planned commitments to any independent considerations mentioned above.

Subsequent Events

Effective on or about March 26, 2014, the Company's Board of Directors approved an amendment to certain relative rights and preferences of the "Series A Convertible Preferred Stock" established on October 31, 2012.   As a result of the Amended Certificate of Designations, the authorized Series A Convertible Preferred Stock was increased to 500,000,000 shares with each share having ten (10) votes.

Effective on or about March 26, 2014, the Company's Board of Directors and majority stockholder approved an amendment to its Certificate of Incorporation to change the name of the Company to "IC Places, Inc.".

Effective on or about March 26, 2014, the Company's Board of Directors and majority stockholder approved a 100:1 reverse stock split.  The financial statements have been formatted to reflect the retro-application of this event.

Critical Accounting Policies

The Company's significant accounting policies are presented in the Company's notes to financial statements for the period ended December 31, 2013 and 2012, which are contained in this filing, the Company's 2013 Annual Report on Form 10-K. The significant accounting policies that are most critical and aid in fully understanding and evaluating the reported financial results include the following:

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.

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. 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.

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.

Recent Accounting Pronouncements

The Financial Accounting Standards Board and other standard-setting bodies issued new or modifications to, or interpretations of, existing accounting standards during the year. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. These recently issued pronouncements have been addressed in the footnotes to the financial statements included in this filing.

12




ITEM 7A. QUANTITATIVE AND QUALITIATIVE 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




Financial Statements
IC Places, Inc.
(Formerly known as IC Punch Media, Inc.)
As of December 31, 2013 and 2012





Contents

Financial Statements:
 
Report of Independent Registered Public Accounting Firm
F-2
Balance Sheets
F-3
Statements of Operations
F-4
Statements of Changes in Stockholders' Equity
F-5
Statements of Cash Flows
F-6/F-7
Notes to Financial Statements
F-8 through F-14


 

F - 1



 
 
2451 N. McMullen Booth Road
Suite.308
Clearwater, FL 33759
 
Toll fee: 855.334.0934
 
Fax: 800.581.1908

 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



The Board of Directors and Stockholders
IC Places, Inc.
We have audited the accompanying balance sheets of IC Places, Inc. as of December 31, 2013 and 2012, and the related statements of operations, stockholders' deficiency, and cash flows for the years then ended.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 IC Places, Inc. as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies.  Those conditions raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans regarding those matters are described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ DKM Certified Public Accountants

DKM Certified Public Accountants
Clearwater, Florida
April 15, 2014 and for the changes mentioned in the explanatory note on April 30, 2014



 
 
PCAOB Registered
 
 
AICPA Member
 
 
 



 

F - 2



IC Places, Inc.
(Formerly known as IC Punch Media, Inc.)
Balance Sheet
 

 

 
December 31, 2013
   
December 31, 2012
 
 
 
(restated)
   
(audited)
 
 
 
   
 
Current assets
 
   
 
Cash
 
$
---
   
$
1,121
 
Accounts receivable
   
3,200
     
6,688
 
Allowance for doubtful accounts
   
(3,200
)
   
---
 
Prepaid expenses
   
87,260
     
146,010
 
Total current assets
   
87,260
     
153,819
 
 
               
Property and equipment, net of depreciation
   
8,108
     
1,341,835
 
Intangible assets, net of amortization
   
---
     
1,391,382
 
 
   
8,108
     
2,733,217
 
 
               
Total assets
 
$
95,368
   
$
2,887,036
 
 
               
 
               
Liabilities and stockholders' deficit
               
Current liabilities
               
Bank overdraft
   
398
     
8,276
 
Accrued liabilities
   
31,150
     
29,339
 
Accrued Interest
   
5,736
     
43,154
 
Convertible note payable, net of discount
   
285,989
     
279,335
 
Derivative liability
   
177,761
     
399,566
 
Advances from stockholder
   
---
     
28,991
 
Total current liabilities
   
501,034
     
788,661
 
 
               
Stockholders' deficit
               
Common stock, $.00001 par value;
               
4,000,000,000 shares authorized;
               
31,604,333 and 12,844,523 shares outstanding
   
316
     
128
 
Additional paid in capital
   
13,795,490
     
10,436,698
 
Unearned stock based compensation
   
---
     
(2,710
)
Common stock receivable
   
---
     
---
 
Accumulated deficit
   
(14,201,472
)
   
(8,335,741
)
Total Stockholders' Deficit
   
(405,666
)
   
2,098,375
 
 
               
Total liabilities and stockholders' deficit
 
$
95,368
   
$
2,887,036
 

 


The accompanying notes are an integral part of these financial statements
 

F - 3



IC PLACES, INC.
(Formerly known as IC Punch Media, Inc.)
Statements of Operations

 

 
 
For the twelve months
   
For the twelve months
 
 
 
Ended
   
Ended
 
 
 
December 31, 2013
   
December 31, 2012
 
 
 
(restated)
   
(audited)
 
 
 
   
 
 NET REVENUES
 
$
-
   
$
195,082
 
 
               
 COST OF SERVICES
   
-
     
224,881
 
 
               
 
   
-
     
(29,799
)
 
               
 OPERATING EXPENSES:
               
 General and administrative expenses
   
225,460
     
463,829
 
 Depreciation
   
1,713
     
147,525
 
 Stock Compensation
   
3,022,710
     
4,781,000
 
 
               
 Total operating expenses
   
3,249,883
     
5,392,354
 
 
               
 OPERATING INCOME/(LOSS)
   
(3,249,883
)
   
(5,422,153
)
 
               
 OTHER INCOME (EXPENSE):
               
 
               
Beneficial conversion
   
---
     
---
 
Loss on conversion of debt
   
(18,000
)
   
---
 
Gain on forgiveness of debt
   
28,941
     
19,042
 
Interest income
   
1
     
---
 
Interest expense
   
(21,157
)
   
(329,060
)
Loan default expense
   
(77,750
)
   
---
 
Change in derivative
   
135,636
     
(487,110
)
 
               
 Total other income (expense)
   
47,671
     
(797,128
)
 
               
 INCOME/(LOSS) FROM CONTINUING OPERATIONS
   
(3,205,019
)
   
(6,219,281
)
 
               
 Loss on disposal of assets
   
(2,663,519
)
   
---
 
 
               
 
               
 NET LOSS
 
$
(5,865,731
)
 
$
(6,219,281
)
 
               
 NET LOSS PER COMMON SHARE
               
 - BASIC AND DILUTED:
 
$
(0.26
)
 
$
(0.69
)
 
               
 Weighted common shares outstanding
               
 - basic and diluted
   
22,665,171
     
9,080,316
 

 


 See accompanying notes to the financial statements
 

F - 4



IC PLACES, INC.
(Formerly known as IC Punch Media, Inc.)
Statement of Changes in Stockholders' Equity

 

 
 
Common Stock,
$0.00001 Par Value
   
Additional
   
Unearned
   
   
Total
 
 
 
Number of
   
   
Paid-in
   
Stock
   
Accumulated
   
Stockholders'
 
 
 
Shares
   
Amount
   
Capital
   
Compensation
   
Deficit
   
Deficit
 
Balance, December 31, 2011
   
3,351,087
   
$
34
   
$
1,886,253
   
$
(35,208
)
 
$
(2,116,460
)
 
$
(265,382
)
 
                                               
Deferred compensation earned in period
                           
32,498
             
32,498
 
 
                                               
Debt and accrued interest converted to shares
   
4,895,505
     
49
     
900,991
                     
901,040
 
 
                                               
Shares issued for acquisition of assets
   
1,350,000
     
13
     
2,848,487
                     
2,848,500
 
 
                                               
Shares issued for compensation and services
   
2,510,000
     
25
     
4,780,975
                     
4,781,000
 
 
                                               
 
                                               
Shares issued for retirement of debt
   
737,931
     
7
     
19,993
                     
20,000
 
 
                                               
Net loss
                                   
(6,219,281
)
   
(6,219,281
)
 
                                               
Balance, December 31, 2012
   
12,844,523
     
128
     
10,436,698
     
(2,710
)
   
(8,335,741
)
   
2,098,375
 
 
                                               
Shares issued for compensation and services
   
8,500,000
     
85
     
2,969,915
                     
2,970,000
 
 
                                               
Debt and accrued interest converted to shares
   
10,459,810
     
105
     
396,875
                     
396,980
 
 
                                               
Debt conversion shares cancelled
   
(300,000
)
   
(3
)
   
(35,997
)
                   
(36,000
)
 
                                               
Debt converted to shares
   
100,000
     
1
     
27,999
                     
28,000
 
 
                                               
 
                                               
Net loss
                           
2,710
     
(5,865,731
)
   
(5,863,021
)
 
                                               
Balance, December 31, 2013
   
31,604,333
   
$
316
   
$
13,795,490
   
$
-
   
$
(14,201,472
)
 
$
(405,666
)

 


See accompanying notes to the financial statements.
 

F - 5



IC PLACES, INC.
(Formerly known as IC Punch Media Inc.)
Statement of Cash Flows

 

 
 
Dec 31, 2013
   
Dec 31, 2012
 
 
 
(restated)
   
(audited)
 
 
 
   
 
Cash Flows from Operating Activities:
 
   
 
Net Loss from Operations
 
$
(5,865,731
)
 
$
(6,219,281
)
 
               
Adjustments to reconcile net loss to meet cash provided by operating activities:
               
Depreciation
   
1,713
     
147,525
 
Stock Based Compensation
   
2,972,710
     
4,781,000
 
Change in Derivative
   
135,636
     
487,110
 
Amortization of finance costs and debt discounts
   
98,907
     
329,060
 
Beneficial conversion
   
---
     
58,400
 
Gain on forgiveness of debt
   
(28,941
)
   
(19,042
)
Loss on conversion of debt
   
18,000
     
---
 
Loss on disposal of assets
   
2,663,519
     
---
 
Bad debt
   
3,200
     
---
 
Decreases (increases) in assets and liabilities:
               
Accounts Receivable
   
3,488
     
(4,463
)
Prepaid expenses & other current assets
   
58,750
     
103,157
 
 
               
Change in derivative liability
   
(221,805
)
   
---
 
Accounts payable & accrued expenses
   
(50,163
)
   
49,489
 
Net cash (used in) provided by operations
   
(210,717
)
   
(287,045
)
 
               
 
               
Cash Flows from Investing Activities:
               
Capital Expenditures
   
(2,018
)
   
(22,155
)
Net cash provided by (used in) investing activities
   
(2,018
)
   
(22,155
)
 
               
 
               
Cash Flows from Financing Activities:
               
Proceeds/(repayments) from notes and loans
   
240,200
     
374,000
 
Stockholder advances, proceeds
   
12,700
     
121,913
 
Stockholder advances, repayments
   
(41,691
)
   
(189,941
)
Deferred financing costs
   
405
     
2,033
 
Net cash provided by (used in) financing activities
   
211,614
     
308,005
 
 
               
Net Increase (Decrease) in Cash
   
(1,121
)
   
(1,195
)
 
               
Cash, beginning of year
   
1,121
     
2,316
 
 
               
Cash, ending
 
$
---
   
$
1,121
 
 
               
 
               
Non Cash Disclosures
               
Conversion of debt to equity
 
$
396,980
   
$
370,500
 
Conversion shares cancelled, re-issued
 
$
8,000
   
$
---
 
Conversion of shareholder debt to note
 
$
---
   
$
20,000
 
Default penalty
 
$
77,750
   
$
---
 
Acquisition of assets
 
$
---
   
$
2,848,500
 

 


See accompanying notes to the financial statements.
 

F - 6




IC Places, Inc.
(Formerly known as IC Punch Media, Inc.)
Notes to the Financial Statements
December 31, 2013
(Audited and Restated)





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 PNCH 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.

Effective May 14, 2013, the Company rescinded the Punch Television Network Agreement and all associated employment agreements and the entire transaction has been cancelled by mutual agreement of both parties. Joseph Collins resigned as President and Director as result of the rescission of the Punch Television Network Agreement.  All 285 million shares the Company issued as a result of the previous contracts are expected to remain outstanding.

In September 2013, the Company announced that it will begin broadcasting VU Television, the first 24/7 video network launched by IC Punch Media, Inc. The network will offer original series as well as shows from its production partners. The network will be available free of charge on FilmOn.com, icplaces.com and via the FilmOn mobile app on all iPhone and Android devices as well as several set top devices. VU Television will be one of the first 24/7 networks launched exclusively, and in partnership with FilmOn through the FilmOn platform, and is focused on tapping into this highly profitable 18-34 viewer market which is harder to reach through traditional TV. Under the partnership, FilmOn will offer VU Television full access to its cutting edge broadcast platform and wide bandwidth pipeline.  VU Television will use the platform to program and broadcast its network 24/7 in a day parted format. While FilmOn will cover the broadcasting costs, the Company will handle all aspects of running the network and then the two companies will share the advertising revenues.

On December 11, 2013, in accordance with the relevant sections of the Delaware General Corporation Law, the Company's Board of Directors approved the amendment of the Company's Certificate of Incorporation to change the Company's name to IC Places, Inc.

2. Summary of Significant Accounting Policies

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of their application.  Critical accounting policies and practices are those that are both most important to the portrayal of the Company's financial condition and results and require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company's significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.




F - 7




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.
 
Effective January 1, 2008, the Company adopted FASB ASC 820, "Fair Value Measurements and Disclosures" ("ASC 820"), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company's financial position or operating results, but did expand certain disclosures.
 
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.

Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customer's current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.


F - 8




Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.  The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determine when receivables are past due or delinquent based on how recently payments have been received.

Outstanding account balances are reviewed individually for collectability.  The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable.

As of December 31, 2013 and 2012, the Company recorded $3,200 and $0, respectively in bad debt expense and $3,200 and $0 in allowances for doubtful accounts, respectively.

The Company does not have any off-balance-sheet credit exposure to its customers at December 31, 2013 or December 31, 2012.

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 December 31, 2013.

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 that commensurate with the risk associated with the recovery of the assets. We did not recognize any impairment losses for any periods presented.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:  a. the nature of the relationship(s) involved b. description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

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.




F - 9




Advertising Costs
The costs of advertising are expensed as incurred. Advertising expense was $2,661 and $23,761 for the twelve months ended December 31, 2013 and 2012, respectively.

Cash Flows Reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method ("Indirect method") as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

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 December 31, 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 sustained anti-dilution issues are not applicable.

Subsequent Events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

3. Going Concern

The accompanying audited 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 twelve months ended December 31, 2013. As of December 31, 2013 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.
 

F - 10




The audited 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.

4. 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.

In February 2013, the FASB issued ASU No. 2013-02, " Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. " The ASU adds new disclosure requirements for items reclassified out of accumulated other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities for fiscal years beginning after December 15, 2013.

In February 2013, the Financial Accounting Standards Board, or FASB, issued ASU No. 2013-04, " Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date ."  This ASU addresses the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2013.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
 
5. Correction of error, restatement of financial statements

The number of shares outstanding as of the date of the filing of the original 10K did not correctly reflect the amount of post-split shares outstanding, as reflected in the table below.

 
As originally reported
As restated
 
Number of the issuer's Common Stock outstanding as of the date the original report was filed, April 15, 2014
534,769,650
44,128,053
 


Restatement

The amount of depreciation expense for the period ending December 31 2013 was over-stated.  The table below reflects the resulting effect to the financial statements.

December 31, 2013
 
 
 
As filed
 
Adjustment
   
Restated Actual
 
Balance Sheet (Extract)
 
 
   
 
Assets
 
 
   
 
Fixed assets, net of depreciation
 
$
6,508
 
 
 
$
(2,027
)
 
$
4,481
 
 
                       
Total Assets
 
$
93,405
 
 
 
$
(2,027
)
 
$
95,368
 
 
Stockholders' deficit
                       
Accumulated deficit
 
$
(14,203,435
)
 
 
$
(2,027
)
 
$
(14,201,472
)
Total Stockholders' Deficit
 
$
(407,629
)
 
 
$
(2,027
)
 
$
(405,666
)
Total Liabilities & Equity
 
$
93,405
 
 
 
$
(2,027
)
 
$
95,368
 
 
       
 
               
 
       
 
               
Statement of Operations (Extract)
       
 
               
Depreciation expense
 
$
4,584
 
 
 
$
(2,871
)
 
$
1,713
 
General and administrative
 
$
225,396
 
 
 
$
64
   
$
225,460
 
Loss on disposal of assets  
 
$
2,662,675
 
 
 
$
844
   
$
2,663,519
 
Net Loss
 
$
(5,867,694
)
 
 
$
(1,963
)
 
$
(5,865,731
)

The prior period amounts included on the Balance Sheet for the period ending December 31, 2013 have been restated to reflect the correct retroactive application of the Company's reverse stock split.
December 31, 2012
 
 
As filed
 
Adjustment
 
Restated Actual
 
Balance Sheet (Extract)
 
 
 
Common Stock
 
$
12,845
   
$
(12,717
)
 
$
128
 
 
                       
Additional Paid in Capital
 
$
10,423,981
   
$
12,717
   
$
10,436,698
 
 
                       

The prior period amounts included on the Statement of Stockholders' Equity for the period ending December 31, 2011 have been restated to reflect the correct retroactive application of the Company's reverse stock split as well as recognition of an addition error.

December 31, 2011
 
 
 
   
   
 
Statement of Stockholders' Equity (Extract)
 
Additional Paid in Capital
   
Unearned Stock Compensation
   
Total Stockholders' Deficit
 
 
As filed
 
$
1,898,992
   
$
(85,208
)
 
$
(265,382
)
*
 
                       
Adjustment
 
$
(12,739
)
 
$
50,000
   
$
33,943
 
 
                       
Restated Actual
 
$
1,886,253
   
$
(35,208
)
 
$
(265,382
)
*
 
                       

* In the original 10-K filed for the period ending December 31, 2013, Total Stockholders' Deficit for the periods ending December 31, 2013 and 2012  erroneously reflected the same amount.  The correct balance for the period ending December 31, 2012 should have reflected ($299,325) instead of ($265,382).


6. Property and Equipment
 
 
 
December 31, 2013
   
December 31, 2012
 
 
 
(audited)
   
(audited)
 
Office Furniture
 
$
10,571
   
$
10,571
 
Film Library
   
---
     
650,000
 
Satellite Equipment
   
---
     
18,000
 
Computer Equipment
   
2,018
     
517,983
 
Software
   
---
     
269,566
 
 
   
12,589
     
1,466,121
 
Less accumulated depreciation
   
(4,481
)
   
(124,285
)
Property and equipment, net
 
$
8,108
   
$
1,341,835
 
 
Depreciation expense was $1,713 and $147,525 for the twelve months ended December 31, 2013 and 2012, respectively.

7. Intangible Properties

On July 10, 2012 IC PLACES, INC. (formerly known as IC Punch Media, 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. 
 

F - 11




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 following intangible asset values have been removed from the Company's balance sheet as a result of the Punch TV rescission made effective on May 14, 2013:
 
 
 
Cost
   
Accumulated Amortization
 
Affiliates
 
$
750,000
   
$
---
 
License
   
300,000
     
(75,000
)
 
 
$
1,050,000
   
$
(75,000
)
 
8. Convertible Notes Payable

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

 
 
 
December 31, 2013
   
December 31, 2012
 
 
 
(audited)
   
(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
 
$
171,250
   
$
211,500
 
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
   
155,600
     
155,600
 
Debt discount
   
(35,412
)
   
(82,701
)
Deferred financing costs
   
(5,449
)
   
(5,044
)
 
   
285,989
     
279,355
 
Long-term portion of convertible debt
 
$
--
   
$
--
 
Current portion of convertible debt
 
$
285,989
   
$
279,355
 

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.

These notes are convertible at the option of the holder at any time during the lending period. These notes are 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 twelve month period ended December 31, 2013, $384,500 in principle and $12,480 in interest were converted into 10,459,810 shares of common stock.




F - 12




The debt conversion was recorded at the fair market value of the stock, at an average price of $0.038. The difference in the calculated issue price, per the agreed terms listed above, and the fair market value of the shares resulted in recognition of $135,636 as income on 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 December 31, 2013 and December 31, 2012, the derivative liability was calculated to be $177,761 and $399,566, 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
 
$
.0004
 
Strike Price
 
$
.0001
 
Dividend rate
   
0.0
%
Risk-free interest rate
   
.10
%
Expected lives (years)
.5 years
 
Expected price volatility
   
395.33
%
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. During the twelve months ended December 31, 2013, the Company issued 100,000 shares in satisfaction of payments for a value of $28,000. Also during the period, the Company cancelled shares issued in satisfaction of payments for a value of $36,000, resulting in a loss on conversion of debt of $18,000.  Payments resulted in the recognition of a beneficial conversion, at the time of the issuance, of $0 and $58,400 for the twelve month periods ended December 31, 2013 and 2012, respectively. The remaining balance on this convertible note payable is $155,600 and $155,600 as of December 31, 2013 and December 31, 2012, respectively.
 
9. Income Tax

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification.  Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.




F - 13




The Company adopted section 740-10-25 of the FASB Accounting Standards Codification ("Section 740-10-25"). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in years and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

The Company has not recognized an income tax benefit for the year based on uncertainties concerning its ability to generate taxable income in future periods. The Company has available net operating loss carry-forwards for financial statement and federal income tax purposes. These loss carry-forwards expire if not used within 20 years from the year generated. The Company's management has decided a valuation allowance is necessary to reduce any tax benefits to zero because the available benefits are more likely than not to expire before they can be used. The tax based accumulated deficit creates tax benefits in the amount of $4,971,202 from inception through December 31, 2013.

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 two classes of stock, common and preferred. Four billion (4,000,000,000) shares of common 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.

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 hundred 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.
 
On April 29, 2013, the Company issued 5,500,000 shares of common stock to its CEO pursuant to his employment agreement dated November 18, 2005.  These shares were valued at $1,650,000, or $0.30 per share.

On May 1, 2013, the Company issued 3,000,000 shares of common stock to its CEO pursuant to his employment agreement dated November 18, 2005.  These shares were valued at $1,320,000, or $0.44 per share.
 
At various times during the twelve month period ending December 31, 2013, the Company issued an aggregate of 10,459,810 shares in satisfaction of debt and accrued interest for a value of $396,980, or an average of $0.038 per share.

In March 2013, the Company cancelled 30,000,000 common shares issued to a creditor during the period ending December 31, 2012 for a value of $36,000 and reissued 10,000,000 common shares as payment on the debt for a value of $28,000.

Effective December 5, 2013, the Company's Board of Directors approved an amendment to certain relative rights and preferences of the "Series A Convertible Preferred Stock" established on October 31, 2012.   The Amended Certificate of Designations provides that the authorized Series A Convertible Preferred Stock will be increased to 500,000,000 shares with each share having ten (10) votes.

Effective on or about March 26, 2014, the Company's Board of Directors and majority stockholder approved a 100:1 reverse stock split.  The financial statements included in this Form 10-K have been formatted to reflect the retro-application of this event.





F - 14


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 December 31, 2013 and December 31, 2012, these advances amounted to $0 and $28,991, 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.
 
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.
  
Rescission of Punch TV
 
On May 14, 2013, the Company filed Form 8-K with the Securities and Exchange Commission and disclosed that the Company rescinded the Punch Television Network Agreement and all associated employment agreements by mutual agreement of both parties. Joseph Collins resigned as President and director as result of the rescission of the Punch Television Network Agreement and as a result, the Company is no longer accruing wages under the terms of Mr. Collin's Agreement.
 
On May 21, 2013, Consent to Action by Shareholders Without a Meeting was delivered to the Company deeming it in the best interests of the Company to remove Joseph Collins from the Board of Directors of the Company, President of the Company, Co-Chairman of the Company, and any capacity as a Board Member or Employee.  On same date, the Company appointed Gayle Dickie and Meredith Walters to the Board of Directors of the Company.  Additionally, Gayle Dickie was appointed President of the Company and James Allen Bradley was appointed as VP of Production and Operations.
 
Resignation of Director
 
Effective August 12, 2013, the Company requested the resignation of Meredith Walters from the Board of Directors who served as an interim board member during the company's restructuring of management. Meredith accepted and offered her resignation.
 
12. Commitments and Contingencies

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

Future minimum lease payments for the years ended December 31:
2014
   
2,917
 
2015
   
2,917
 
thereafter
   
--
 
 
 
$
11,675
 

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.
 
13. Subsequent Events

Effective on or about March 26, 2014, the Company's Board of Directors approved an amendment to certain relative rights and preferences of the "Series A Convertible Preferred Stock" established on October 31, 2012.   As a result of the Amended Certificate of Designations, the authorized Series A Convertible Preferred Stock was increased to 500,000,000 shares with each share having ten (10) votes.

Effective on or about March 26, 2014, the Company's Board of Directors and majority stockholder approved an amendment to its Certificate of Incorporation to change the name of the Company to "IC Places, Inc.".

Effective on or about March 26, 2014, the Company's Board of Directors and majority stockholder approved a 100:1 reverse stock split.  The financial statements have been formatted to reflect the retro-application of this event.



F - 15




ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no changes in, or disagreements with our independent accountants, DKM Certified Public Accountants on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, in connection with its reports.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company's Chief Executive Officer and acting Chief Financial Officer has evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the fiscal period ending December 31, 2013 covered by this Annual Report on Form 10-K. Based upon such evaluation, the Chief Executive Officer and acting Chief Financial Officer has concluded that, as of the end of such period, the Company's disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This conclusion by the Company's Chief Executive Officer and acting Chief Financial Officer does not relate to reporting periods after December 31, 2013.
 
Management's Report on Internal Control Over Financial Reporting
 
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, under the supervision of the Company's Chief Executive Officer and acting Chief Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was not effective as of December 31, 2013 under the criteria set forth in the in Internal Control—Integrated Framework.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that material weaknesses exist due to a lack of segregation of duties, resulting from the Company's limited resources.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

No change in the Company's internal control over financial reporting occurred during the year ended December 31, 2013, that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
 
ITEM 9B. OTHER INFORMATION

None.


28




PART III

 
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
Directors and Executive Officers

Name
Position
Period
Age
Steven Samblis
Chief Executive Officer, CFO, and Co-Chairman
Sept 2003 - Present
53

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.
 
Management Team

Steve Samblis, President, CEO, CFO and Co-Chairman of the Board
Mr. Samblis is the founder of IC Places and has been dedicating significant time, commencing in 2002, in the development and execution of its plan of operations. Prior to IC Places, Inc., Mr. Samblis worked several years as a stock broker. He also consulted with the Michigan Senate in regards to securities legislation. During his period as a stockbroker, he founded a company that produced and marketed audio programs. Steve co-hosted "The World's Most Powerful Marketing Tool" with author Mark Victor Hansen of "Chicken Soup for the Soul" fame. Returning to the brokerage industry, Steve worked in the area of IPO Analysis. In this position he was quoted in over 200 magazines, ranging from "Time" to "The Wall Street Journal". Later Steve hosted the Investor's Institute, a TV show which aired nationally. During the show Steve toured the U.S. and delivered seminars teaching people about IPOs.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Code of Ethics
 
We have adopted a code of ethics as of December 31, 2006 that applies to our principal executive officer, principal financial officer, and principal accounting officer as well as our employees. Our standards are in writing and are to be posted on our website at a future time. The following is a summation of the key points of the Code of Ethics we adopted:

 Honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
 Full, fair, accurate, timely, and understandable disclosure reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by our Company;
 Full compliance with applicable government laws, rules and regulations;
 The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
 Accountability for adherence to the code.
 
Corporate Governance

We are a small reporting company, not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act respecting any director. We have conducted special Board of Director meetings almost every month since inception. Each of our directors has attended all meetings either in person or via telephone conference. We have no standing committees regarding audit, compensation or other nominating committees. In addition to the contact information in private placement memorandum, each shareholder will be given specific information on how he/she can direct communications to the officers and directors of the corporation at our annual shareholders meetings. All communications from shareholders are relayed to the members of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission. Such persons are also required to furnish Coastline Corporate Services, Inc. with copies of all forms so filed.

Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of the date of this report, our executive officers, directors and greater than 10 percent beneficial owners complied on a timely basis with all Section 16(a) filing requirements.




29




ITEM 11. EXECUTIVE COMPENSATION

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended December 31,2013 and 2012 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):
 
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
Name and principal position
Year
Salary ($)
Bonus ($)
Stock Awards ($)
Option Awards ($)
Non-Equity Incentive Plan Comp ($)
Non-Qualified Deferred Comp Earnings ($)
All Other Comp ($)
Total ($)
Steven Samblis, President, Chief Executive Officer and Chairman
2013
2012
2011
2010
2009
72,528
8,200
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
72,528
                   8,200
-0-
-0-
-0-

Executive Compensation

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.
 
Additional Compensation of Directors

We have no stock option, retirement, pension, or profit-sharing programs for the benefit of directors, officers or other employees.

Board of Directors and Committees

Our board of directors appoints our executive officers to serve at the discretion of the board. Our directors receive no compensation from us for serving on the board. Until we achieve significant operational revenues, we do not intend to reimburse our officers or directors for travel and other expenses incurred in connection with attending the board meetings or for conducting business activities.

Director Compensation
We have provided no compensation to our directors for services provided as directors.
 
Stock Option Grants
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 Form S-8, 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.
 
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of November 15, 2006, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.




30



Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission ("SEC") and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable.

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of March 28, 2014, and by the officers and directors, individually and as a group. All shares are owned directly.

 
Name
Position
Common Stock Owned
Percentage Owned
Steven Samblis
5428 S Bracken Court
Winter Park, FL 32792
Chief Executive Officer, Chairman, and Chief Financial Officer
10,926,414
34.57%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
In 2005, the Company issued 20,000,000 share of its stock valued at par ($50,000) in exchange for Steven Samblis' development of ICPlaces.com websites. This cost and all related compensation to Steven Samblis (an officer of the Company) has been charged to expense in 2005. Following a 1:10 reverse split in 2007, and certain transfers affected for personal financial planning purposes, Steve Samblis owned 47,476,800. Steve Samblis converted $70,000 of debt payable for 4,000,000 shares of common stock, at the current fair market value of approximately $.0175 per share. Following a 1:30 split on June 11, 2010 and converting $70,000 debt to stock, Steve Samblis owned 9,521,560 shares. As of December 31, 2013, Mr. Samblis beneficially owns 10,926,414 shares of common stock.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees
On January 1, 2012, the audit firm of Randall N. Drake CPA, P.A. changed its name to Drake & Klein CPAs. The change was reported to the PCAOB as a change of name. This is not a change of auditors for the Company.

Drake & Klein, CPAs (formerly Randall N. Drake, CPA, PA) has been our principal auditor, commencing in 2008. For professional services rendered for the audit of the Company's financial statements for the years ended December 31, 2013 and 2012 and for the review of the Company's financial statements for the periods ended March 31, June 30, and September 30, 2013, audit fees by year were:
 
 
Total
 
2013
 
$
14,000
 
2012
 
$
14,000
 

Audit Related Fees

There were no fees for audit related services for the years ended December 31, 2013 and 2012.

Tax Fees

For the Company's fiscal years ended December 31, 2013 and 2012, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.


31




All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the period ended December 31, 2013 and 2012.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
 approved by our audit committee; or
 entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.
 
We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.
 
The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees was pre-approved. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.





32


PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Item 6.      Exhibits and Reports of Form 8-K.
 

(a)
Financial Statements are included herewith
 
 
(b)
Exhibits
 
 
 
 
 
Exhibit Number
Exhibit Title
 
3.1
Articles of Incorporation*
 
3.2
Bylaws**
 
10.1
Stock Purchase and Sale Agreement between IC Places, Inc. and Bridger Web, Inc.*
 
10.2
2010 Equity Compensation Plan***
 
14
Code of Ethics
 
23.1
Consent of Independent Auditors
 
31.1
Certification of Steven Samblis pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32.1
Certification of Steven Samblis pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.2
Certification of Steven Samblis pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32.2
Certification of Steven Samblis pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 

 
 
 
Those exhibits marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form 10 Registration Statement, filed under SEC File Number  000-53278 , at the SEC website at www.sec.gov:               
 
*Filed as an exhibit to the Form 10 Amendment No. 1 filed with the SEC on July 30, 2008
** Filed as an exhibit to the Form 10 Amendment No. 3 filed with the SEC on August 11, 2008
***Filed as an exhibit to Form S-8, filed with the SEC on February 26, 2010


33




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, there unto duly authorized.


 
IC Places, Inc. (fka IC PUNCH MEDIA, INC)
 
 
 
 
 
Dated: April 30, 2014
By:
/s/ Steven Samblis
 
 
 
Steven Samblis
 
 
 
Chief Executive Officer
 
 
 




In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.


 
 
 
Name
Title
Date
 
 
 
/s/ Steven Samblis
Director, Chairman,
Chief Executive Officer
April 30, 2014
Steven Samblis
 
 
 
 
 
/s/ Steven Samblis
Chief Financial Officer
April 30, 2014
Steven Samblis