10-K 1 pnch_10k-dec31201.htm FORM 10-K pnch_10k-dec31201.htm - Generated by SEC Publisher for SEC Filing

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 10-K

 

 

þ

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the fiscal year ended December 31, 2012

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the transition period from ______________ to ______________

 

Commission File No. 000-53278 

  

IC PUNCH MEDIA, INC.

(Exact name of small business issuer as specified in its charter)

 

Delaware

42-1662836

(State or other jurisdiction of

incorporation or organization)

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

 

 

 

 

1211 Orange Ave. Suite 300, Winter Park, FL

32789

(Address of principal executive offices)

(Zip Code)

 

 

5428 S. Bracken Court, Winter Park, Florida 32792

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

 

 

407-442-0309

(Issuer’s telephone number)

 

 

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 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes þ  No

  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ 

  

 


 

 

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

 

Large accelerated filer. o  

Accelerated filer. o  

Non-accelerated filer. o  

(Do not check if a smaller reporting company)

Smaller reporting company. þ  

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2012: $6,634,272

 

Number of the issuer’s Common Stock outstanding as of April 15, 2013: 1,401,143,159

 

Documents incorporated by reference: None .

 

Transitional Small Business Disclosure Format (Check One): Yes o No þ 

 


 

 

 

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

 


 

 

 

 

PART I

 

ITEM 1. BUSINESS  

 

Background Information

IC Punch Media Inc. was formed as IC Places, Inc. on March 18, 2005 as a Delaware Corporation. The company engages in the ownership and operation of a network of city-based Websites for travelers and local individuals. The company’s www.icplaces.com website targets tourists and travelers in the 35-54 age group, providing specific information regarding dining, lodging, entertainment and other needs, including daycare, on a city-by-city basis. Additionally, its Websites provide information about hotels, restaurants, golf courses, discount event tickets, discount car rentals, discount airfare, and attraction tickets. The company’s www.selfhelpcenters.com website provides a compendium of self-awareness and self-help links, providing on-line life coaching. The company purchased Punch TV Networks in July of 2012. Punch TV Networks broadcasts 24 hours a day 7 days a week in 31 cities.  The company is based in Winter Park, Florida.  The company formerly operated as a subsidiary of Graystone Park Enterprises Inc. Two of the main sources of IC Places revenue come from Local Online Advertising Sales and Online Travel Services. These are two of the Internet’s fastest growing sectors.

Business Operations

The company owns and operates 350 City based websites named icplaces.com. It also owns and manages the Punch Televsion Network which broadcasts 24 hours a day 7 days and week in 31 cities.

 

Products and Services

IC Places websites are primarily ‘city guides’ providing up-to-date information for hundreds of cities in the United States. IC Places will provide information on entertainment, dining and other pertinent information relating to travel and transportation. The sites offer a full array of lodging, prices, restaurants, menus, calendars, entertainment, sports, and educational, recreational, and cultural options, along with special events in the cities we cover, as well as links to advertisers and travel agent options.

Launched in October 2012, Punch Television Network began airing its Fall Season of programs with approximately 70% of the programming being original content.  The Network earns revenues through selling commercial time between its shows which air 24 hours a day 7 days a week.  

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.

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, and is still a development stage company with no revenues. For the years ended; December 31, 2012, 2011 and the period of March 18, 2005 (date of inception) through December 31, 2012, net losses were approximately $6,218,981, $998,744, and $8,335,441, 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.

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.

 


 

 

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.

 


 

 

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

 

There are two comments letters that will be resolved with this filing.

 

ITEM 2. PROPERTIES

The company has staff in its Punch TV offices in Signal Hill California and in it’s main headquarters located in Winter Park Florida.

The company websites are hosted by Peer1 hosting.

  

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. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted to our security holders during the year ending December 31, 2012 that were not reported in a current report on Form 8-K.

 

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.

 


 

 

 

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 “PNCH”

 

 

High*

 

 

Low*

 

Fiscal Year 2012

 

 

 

 

 

 

First quarter ended March 31, 2012

 

$

.007

 

 

$

.001

 

Second quarter ended June 30, 2012

 

$

.059

 

 

$

.002

 

Third quarter ended September 30, 2012

 

$

.056

 

 

$

.007

 

Fourth quarter ended December 31,2012

 

$

.009

 

 

$

.002

 

Fiscal Year 2011

 

 

 

 

 

 

 

 

First quarter ended March 31, 2011

 

$

.11

 

 

$

.028

 

Second quarter ended June 30, 2011

 

$

.290

 

 

$

.032

 

Third quarter ended September 30, 2011

 

$

.260

 

 

$

.013

 

Fourth quarter ended December 31, 2011

 

$

.013

 

 

$

.001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Approximate Number of Equity Security Holders

 

On December 31, 2012 the Company's common stock had a closing price quotation of $.0027. As of April 12, 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, 2012.

 


 
 

 

 

Registration Rights

 

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

 

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 31,2012 and 2011 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, 2012

 

 

Dec 31, 2011

 

 

 

(audited)

 

 

(audited)

 

 

 

 

 

 

 

Revenues

 

$

195,085

 

$

30,666

Net Loss

 

 

(6,219,281)

 

 

(998,744)

Earnings per share, basic and diluted

 

 

(0.007)

 

 

(0.025)

 

 

 

 

 

 

 

Total Assets

 

$

2,887,036

 

$

263,796

Total Liabilities

 

 

788,661

 

 

529,178

Total Equity (Deficit)

 

 

2,098,375

 

 

(265,382)

Working Capital

 

 

(634,842

)

 

(275,470)

 

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.

 


 

 

 

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.  

During the current phase of this project, the following major events will occur, some of them simultaneously:

Obtain $1,200,000 investment

Rent and equip IC Places central office location (and required permits)

Launch the Wireless Application, Video Classified Advertisements, and Restaurant Menu Ordering system

Launch recruitment and training plan for sales and ITC

Begin a marketing campaign

 

Launched in October 2012, and through the acquisition of Punch Television Network, the Company began airing its Fall season of programs with approximately 70% of the programming being original content.  The Punch TV Network earns revenues through selling commercial time between its shows which air 24 hours a day, 7 days a week.

Strategy

The key elements in our Sales Strategy are centered on market penetration and sales consistency.

Market Penetration:

Our initial plan is to have an active sales agent in each of our listed markets. The best way to have knowledge of the individual markets is to hire agents that have a strong familiarity of their selling area. In our hiring practices we will be looking for agents that not only have B2B sales experience but also know their market. As we build out our advertising client base in each market, we will consolidate geographic areas as the markets demand. We are looking at having sales agents in a minimum of 85% our selling cities by the end of Q2 of 2013.

Sales Process:

Our agents will use a combination of phone and face-to-face selling. Depending on the market that the agent is working, the normal process will be to call for an appointment and then present our company in that scheduled appointment. In some markets, the agents will be better suited to prospect door to door if those markets are more tailored to that type of selling. The bottom line is that making the calls and getting in front of the decision makers will produce sales.

To aid in client retention we intend to roll out our customer service group by Q2 of 2013. The requirement of this group will be to contact each client on a quarterly basis and give them new information on upcoming changes with IC Places and to help bring value to their individual adverting. The customer service group will pull up each site as they speak with the clients and be available to make changes or recommendations on how to add value to the information that is posted. They will also be attentive to the clients’ concerns and use this information to be sure that we are properly serving our clients’ needs to help with client retention. This group will also aid in pulling some of the responsibilities from the sales agents so that they will be able to remain focused on client accusation and not having to spend all of their time on customer service issues. The head count for this group will be adjusted to meet the needs of our company.

Sales Tracking:

We will require each of our agents to submit a sales funnel on a bi-monthly basis. This funnel will include percentage of close ratios, contact date and time and current and projected sales. The goal of this report is to help in estimating future revenues and this report will also be used as a tool for checks and balances for discrepancies with commissions or evaluating work standards. Our agents will be using our internet phone service for telephone prospecting and phone call reports will be used to aid in tracking hours worked by individual agents. It will be the combination of these two tools that will be used in evaluating agent’s performance and standards.

 


 

 

Results of Operations

 

For the years ended December 31, 2012 and 2011.

 

Revenues

 

For the years ended December 31, 2012 and 2011, we generated revenues of $195,082 and $30,666, respectively. Revenue was generated from advertising and increased by the Company’s continuing efforts to develop programming internally.  Launched in October 2012, Punch Television Network began airing its Fall season of programs with approximately 70% of the programming being original content.  The Network earns revenues through selling commercial time between its shows which air 24 hours a day, 7 days a week.  

 

Operating Expenses

 

Operating costs were incurred in the amount of $5,392,354 and $821,327, respectively. The increase was attributable to stock-based compensation expenses of $4,913,738 compared to$616,598 in the prior year. Additionally, we have increased our marketing expenses with the event of our first sales contract; we anticipate greater viewership, therefore, will increase our advertisement placement costs in the future. Administrative costs have also increased due to increased activity of the Company.

 

Net Loss

 

The Company recognized net losses of $6,218,981and $998,744, 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.

 

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

 

Liquidity and Capital Resources

 

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

 

At December 31, 2012, the Company did not have adequate cash resources to meet current obligations. Management believes that financial support from the majority shareholder to pay minimal and necessary incurred expense will allow the Company to benefit from advertising revenue streams, currently in-place, to produce the anticipated cash flow necessary to support operations.

 


 

 

 

At December 31, 2012, the Company had negative working capital of approximately $634,842 as compared to negative $275,470 at December 31, 2011. Working capital as of both dates consisted entirely of cash, accounts receivable, and prepaid expenses, net of current liabilities.

 

At December 31, 2012, 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, 2012, our auditor’s report included an explanatory paragraph concerns that raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to become profitable and or attain funding through additional sale of common stock or debt financing. The unaudited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements.

 

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

 

The Company has issued 136,690,910 common shares in connection with its convertible notes.  The shares were valued at $144,000 at an average price of $.00078 per share.  Related interest on the notes is $6,360.

 

Critical Accounting Policies

 

The Company’s significant accounting policies are presented in the Company’s notes to financial statements for the period ended December 31,2012 and 2011, which are contained in this filing, the Company’s 2011 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.

 

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 Punch Media, Inc.

(Previously a Development Stage Company)

As of December 31, 2012 and 2011

 

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

 


 

 

 

 

 

 

2451 N. McMullen Booth Road

Suite.308

Clearwater, FL 33759

 

855.334.0934 Toll free

 

Report of Independent Registered Public Accounting Firm

 

Board of Directors

IC Places, Inc.

Orlando, FL

 

We have audited the accompanying balance sheets of IC Places, Inc. (formerly a development stage company) as of December 31, 2012 and 2011 and the related statements of operations, stockholders’ equity, 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 audit.

 

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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required at this time, to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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 controls 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provided a reasonable basis for our opinion.

 

In our opinion, based on our audit, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and 2011and the results of its operations and its cash flows for the years ended December 31, 2012 and 2011 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has incurred recurring net losses, resulting in negative cash flows from operations and negative working capital. There are limited financial assets in which to satisfy any future cash requirements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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

f/k/a Drake & Klein CPAs

Clearwater, Florida

April 15, 2013

 

 

 


 

 

 

IC Punch Media, Inc.

Balance Sheet

 

 

 

 

 

 

 

 

December 31, 2012

 

December 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

$

1,121

$

2,316

 

Accounts Receivable

 

6,688

 

2,225

 

Prepaid Expenses

 

146,010

 

249,167

 

Total Current Assets

 

153,819

 

253,708

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and Equipment

 

1,466,121

 

43,966

 

Accumulated Depreciation

 

(124,286)

 

(33,878)

 

 

 

1,341,835

 

10,088

 

 

 

 

 

 

 

Intangible Assets

 

1,391,382

 

-

 

 

 

 

 

 

 

Total Assets

$

2,887,036

$

263,796

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity(Deficit)

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Bank Overdraft

$

8,256

$

-

 

Accrued Liabilities

 

72,493

 

31,260

 

Convertible Note Payable

 

279,355

 

353,208

 

Derivative Liability

 

399,566

 

94,697

 

Advances from Stockholder

 

28,991

 

50,013

 

Total Current Liabilities

 

788,661

 

529,178

 

 

 

 

 

 

 

Stockholders' Equity(Deficit)

 

 

 

 

 

Preferred stock, $0.0001 par value

 

 

 

 

 

500,000,000 shares authorized, 0 and 0 issued

 

 

-

 

-

Common Stock, $.00001 par value;

 

 

 

 

 

4,000,000,000 shares authorized;

 

 

 

 

 

1,284,452,249 and 335,108,685 shares outstanding

 

12,845

 

3,351

 

Additional Paid In Capital

 

10,423,981

 

1,882,935

 

Unearned Stock Based Compensation

 

(2,710)

 

(35,208)

 

Accumulated Deficit

 

(8,335,741)

 

(2,116,460)

 

Total Stockholders' Deficit

 

2,098,375

 

(265,382)

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity(Deficit)

$

2,887,036

$

263,796

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

 


 

 

 

IC Punch Media, Inc.

Statement of Operations

 

 

 

 

 

 

 

 

For the Year Ended

 

 

Dec 31, 2012

 

Dec 31, 2011

 

 

 

 

 

Revenues

$

195,082

$

30,666

 

 

 

 

 

Cost of Sales

 

224,881

 

-

 

 

 

 

 

Gross Profit

(29,799)

 

30,666

 

 

 

 

 

Operating Expenses :

 

 

 

 

Programmer and production expenses

 

-

 

47,295

Advertising and promotion

 

23,761

 

5,976

Selling expense

 

-

 

53,703

Professional fees

 

45,420

 

38,036

Communications

 

5,625

 

7,578

Administrative

 

389,023

 

41,270

Stock-based compensation

 

4,781,000

 

616,598

Depreciation & Amortization

 

147,525

 

10,871

total operating expenses

 

5,392,354

 

821,327

 

 

 

 

 

Operating Loss

 

(5,422,153)

 

(790,661)

 

 

 

 

 

Other Income (Expense):

 

 

 

 

Interest

 

(329,060)

 

(32,112)

Change in derivative and beneficial conversion

 

(487,110)

 

(175,971)

Settlement of Debts

 

19,042

 

-

 

 

(797,128)

 

(208,083)

Net Loss before Income Taxes

 

(6,219,281)

 

(998,744)

 

 

 

 

 

Income Tax Provision (Benefit)

 

-

 

-

 

 

 

 

 

Net Loss

$

(6,219,281)

$

(998,744)

 

 

 

 

 

 

 

 

 

 

Earnings per share, basic and diluted

$

(0.007)

$

(0.025)

Weighted average shares outstanding

 

871,864,529

 

39,675,977

 

 

The accompanying notes are an integral part of these financial statements

 

 


 

 

 

IC Punch Media, Inc.

Statement of Stockholders' Deficit

 

 

 

 

 

 

 

 

 

 

Additional

 

Unearned

 

 

 

Total

 

 

Capital Stock

 

Paid In

 

Stock

 

Accumulated

 

Stockholders'

 

 

Shares *

 

Par Value

 

Capital

 

Compensation

 

Deficit

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2010

 

16,959,147

 

170

 

1,115,331

 

(136,307)

 

(1,117,716)

 

(138,522)

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued, in advance of service period

1

1,000,000

 

10

 

64,990

 

(65,000)

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred stock compensation earned in period

 

 

 

 

 

166,099

 

 

 

166,099

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for services:

 

199,338,095

 

1,993

 

400,007

 

 

 

 

 

402,000

 

 

 

 

 

 

 

 

 

 

 

Debt and accrued interest converted to shares

 

117,811,441

 

1,1178

 

302,607

 

 

 

 

 

303,785

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss, December 31, 2011

 

 

 

 

 

 

 

 

 

(998,744)

 

(998,744)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31,2011

 

335,108,685

$

3,351

$

1,882,935

$

(35,208)

$

(2,116,460)

$

(265,382)

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred stock compensation earned in period

 

 

 

 

 

32,498

 

 

 

32,498

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt and accrued interest converted to shares

 

489,550,460,

 

4,896

 

896,144

 

 

 

 

 

901,040

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for acquisition of assets:

 

135,000,000

 

1,350

 

2,847,150

 

 

 

 

 

2,848,500

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for compensation and services:

 

251,000,000

 

2,510

 

4,778,490

 

 

 

 

 

4,781,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for retirement of debt:

 

73,793,106

 

738

 

19,262

 

 

 

 

 

20,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss, December 31, 2012

 

 

 

 

 

 

 

 

 

(6,219,281)

 

(6,219,281)

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31,2012

 

1,284,452,249

$

12,845

$

10,423,981

$

(2,710)

$

(8,335,741)

$

2,098,375

 

 

 

 

 

 

 

 

 

 

 

 

 

.

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

                           

 

 


 

 

 

 

 

IC Punch Media, Inc.

Statement of Cash Flows

 

 

 

 

 

 

Dec 31, 2012

 

Dec 31, 2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

 

Net Loss from Operations

$

(6,219,281)

$

(998,744)

 

 

 

 

 

 

 

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

 

 

 

 

 

Depreciation

 

147,525

 

10,871

 

Stock Based Compensation

 

4,781,000

 

616,598

 

Stock Based Payments for Rents

 

-

 

15,416

 

Change in Derivative

 

487,110

 

159,418

 

Amortization of finance costs

 

329,0602

 

-

 

Beneficial conversion

 

58,400

 

-

 

Settlement of debts

 

(19,042)

 

-

 

Decreases (increases) in assets and liabilities:

 

 

 

 

 

Prepaid Expenses

 

103,157

 

-

 

Accounts Receivable

 

(4,463)

 

(125)

 

Accrued Liabilities

 

49,489

 

13,407

 

Net cash (used in) provided by operations

 

(287,045)

 

(183,159)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

Capital Expenditures

 

(22,155)

 

(13,726)

 

Net cash provided by (used in) investing activities

 

(22,155)

 

(13,726)

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

Proceeds from notes and loans

 

374,000

 

251,500

 

Stockholder advances, proceeds

 

121,913

 

28,863

 

Stockholder advances, repayments

 

(189,941)

 

(81,162)

 

Deferred financing costs

 

2,033

 

-

 

Net cash provided by (used in) financing activities

 

308,005

 

199,201

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash

 

(1,195)

 

2,316

 

 

 

 

 

 

 

Cash, beginning of year

 

2,316

 

-

 

 

 

 

 

 

 

Cash, ending

$

1,121

$

2,316

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flows:

 

 

 

 

 

Cash paid for interest

$

-

$

-

 

Cash paid for taxes

$

-

$

-

 

 

 

 

 

 

 

Non Cash Disclosures

 

 

 

 

 

Long-term lease paid with stock

$

-

$

-

 

Conversion of debt to equity

$

370,500

$

303,785

 

Conversion of shareholder debt to equity

$

20,000

$

-

 

Conversion of shareholder debt to note

$

-

$

250,000

 

Acquisition of assets

$

2,848,500

$

-

 

 

`

 

 

 

 

 


 

 

 

IC Punch Media, Inc.

(Previously a Development Stage Company)

Notes to the Financial Statements

December 31, 2012

(audited)

 

1. Background Information

 

IC Places, Inc. ("The Company") was formed on March 18, 2005 as a Delaware Corporation and is based in Celebration, Florida. On October 12, 2012, the Company changed its name to IC Punch Media, Inc. 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.  Targeting its audiences based upon psychographics and not merely demographics, Punch TV Network can be seen throughout 24 cities and 24 million TV homes. 

 

2. Summary of Significant Accounting Policies

 

The significant accounting policies followed are:

 

Basis of Presentation

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

 

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

 

Property and Equipment

Property and equipment is stated at cost. Depreciation is computed by the straight-line method over estimated useful lives (3-7 years). The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of property and equipment existed at December 31, 2012.

 

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

 

Share-based Compensation

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

 

Advertising Costs

The costs of advertising are expensed as incurred. Advertising expense was $23,761 and $5,976 for the twelve months ended December 31, 2012 and 2011, respectively.

 

Income Taxes

 


 

 

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

 

Earnings (Loss) Per Share

Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. There are no options or warrants outstanding, however, convertible notes payable are considered to be common stock equivalents, at the date of their maturity (when available to convert). As of 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.

 

3. Previously a Development Stage Enterprise

 

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

 

4. Going Concern

 

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

 

The Company incurred a net loss for the twelve months ended December 31, 2012. As of December 31, 2012 the Company had minimal cash with which to satisfy any future cash requirements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to build and maintain websites and to provide services and support to its customers and users. There may be other risks and circumstances that management may be unable to predict.

 

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

 

5. Recently Issued Accounting Pronouncements

 

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

 


 

 

 

6. Asset acquisition

 

On July 10, 2012 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 PNCH Stock.

 

Assets acquired are as follows:

 

Tangible assets

 

 

 

 

Film Library

 

$

650,000

 

Software and broadcast equipment

 

 

757,118

 

Total Tangible assets

 

 

1,407,118

Intangible assets

 

 

 

 

Affiliate agreements

 

 

750,000

 

Program licenses

 

 

300,000

 

Goodwill

 

 

391,382

 

Total intangible assets

 

 

1,441,382

 

 

 

 

 

 

Total assets acquired

 

$

2,848,500

 

 

 

 

 

Consideration given

 

 

 

 

Common stock

 

$

2,848,500

 

 

7. Property and Equipment

 

 

 

 

December 31, 2012

 

 

December 31, 2011

 

 

 

(unaudited)

 

 

(audited)

Office Furniture

 

$

10,571

 

$

229

Film Library

 

 

650,000

 

 

-

Satellite Equipment

 

 

18,000

 

 

-

Computer Equipment

 

 

517,983

 

 

3,928

Software

 

 

269,567

 

 

39,809

 

 

 

1,466,121

 

 

43,966

Less accumulated depreciation

 

 

(124,285)

 

 

33,878

Property and equipment, net

 

$

1,341,836

 

$

10,088

 

 

Depreciation of equipment was $97,317 and $10,871 for the twelve months ended December 31, 2012 and 2011, respectively.

 

8. Intangible Properties

 

 


 

 

 

 

 

December 31, 2012

 

 

December 31, 2011

 

 

 

(unaudited)

 

 

(audited)

Amortizable intangibles

 

 

 

 

 

 

Affiliate licenses

 

 

750,000

 

 

-

Programming licesnes

 

 

300,000

 

 

-

Total amortizable assets

 

 

1,050,000

 

 

-

Accumulated amortization

 

 

50,000

 

 

-

 

 

 

1,000,000

 

 

-

Goodwill

 

 

391,382

 

 

-

Intangible assets, net

 

$

1,391,382

 

$

-

 

 

 

Amortization expense was $50,000 and $0 for the twelve month periods ended December 31, 2012 and 2011, respectively on useful lives of 2- 7 years..

 

9. Convertible Notes Payable

 

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

 

 

 

 

 

 

December 31, 2012

 

 

December 31, 2011

 

 

 

(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

 

$

211,500

 

$

209,000

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

 

 

163,000

Debt discount

 

 

(82,701)

 

 

(11,539)

Deferred financing costs

 

 

(5,044)

 

 

(7,253)

 

 

 

279,355

 

 

353,208

Long-term portion of convertible debt

 

 

--

 

 

--

Current portion of convertible debt

 

$

279,355

 

$

353,208

 

 

Convertible Notes Payable

 

The Company receives proceeds, at various dates, from an unrelated third party in exchange for a series of convertible promissory notes at an annual interest rate of 8% on any unpaid principal and a maturity date of nine months from the date of funding. A penalty interest rate will be in effect for any amount of principal or interest which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date.

 

The note is convertible at the option of the holder at any time during the lending period. The note is convertible into common stock at a discounted conversion price from 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, 2012, notes with a face value of $316,800 were converted into 426,565,385 shares of common stock.

 


 

 

 

The debt conversion was recorded at the fair market value of the stock, at an average price of $.00074. 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 $487,110 as an expense of the conversion, included as a change in derivative. The Company currently reports the amount due, under these convertible notes net of unamortized discounts and financing costs (amortized to interest expense over the term of each note) associated with origination fees and the beneficial conversions resulting from the terms of the installment funding.

 

The Company has recognized the derivative liability associated with these agreements and has revalued the beneficial conversion feature, classifying as a derivative liability. As of December 31, 2012 and December 31, 2011, the derivative liability was calculated to be $399,566 and $94,697, respectively.

 

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

 

Weighted Average:

 

 

Stock Price

 

$.0100

Strike Price

 

$.0030

Dividend rate

 

0.0%

Risk-free interest rate

 

.12%

Expected lives (years)

 

.5 years

Expected price volatility

 

345.01%

Forfeiture Rate

 

0.0%

 

 

Convertible Demand Notes Payable

 

On September 23, 2011, the Company entered into an arrangement with a lender whereby the Company assigned certain debt due the majority shareholder, in the amount of $250,000, secured by a five (5) year employment agreement (see related party footnote). The note is convertible into shares of the Company stock, at the demand of the lender. The convertible note is interest bearing at 2% per annum, there are no repayment terms. Terms of conversion define the stock price as at a 50% discount to the stock price defined as the average three deep bids on the day of funding. For the twelve months ended December 31, 2012 we issued 62,985,075 shares valued at $58,400 in satisfaction of payments. Payments resulted in the recognition of a beneficial conversion, at the time of the issuance, of $58,400 and $78,000 for the twelve month periods ended December 31, 2012 and 2011, respectively. The remaining balance on this convertible note payable is $155,600 and $214,000 as of December 31, 2012 and December 31, 2011, respectively.

 

10. Income Tax

 

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

 

  

 

2012

 

 

2011

 

Expected statutory rate

 

 

34.0

%

 

 

34.0

%

State Income tax rate, net of federal benefit

 

 

3.6

%

 

 

3.6

%

Permanent Differences

 

 

0.0

%

 

 

0.0

%

Temporary Differences

 

 

0.0

%

 

 

0.0

%

Valuation Allowance

 

 

(37.6

)

 

 

(37.6

)

  

 

 

0.0

%

 

 

0.0

%

 

 


 

 

Deferred income taxes are the result of timing differences between book and tax basis of certain assets and liabilities, timing of income and expense recognition of certain items and net operating loss carry-forwards.

 

The Company assesses temporary differences resulting from different treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded in our balance sheets. The Company evaluates the realizability of its deferred tax assets and assesses the need for a valuation allowance on an ongoing basis. In evaluating its deferred tax assets, the Company considers whether it is more likely than not that the deferred income tax assets will be realized. The ultimate realization of deferred tax assets depends upon generating sufficient future taxable income prior to the expiration of the tax attributes.  In assessing the need for a valuation allowance the Company must project future levels of taxable income. This assessment requires significant judgment. The Company examined the evidence related to a recent history of tax losses, the economic conditions in which it operates recent organizational changes, its forecasts and projections. The Company therefore has recorded a valuation allowance against all deferred tax assets as of December 31, 2012 and 2011.

 

The following is a schedule of the deferred tax assets and liabilities as of December 31, 2012 and 2011:

 

 

 

December 31,

 

  

 

2012

 

 

2011

 

Deferred Tax Assets

 

 

 

 

 

 

Net Operating Losses

 

$

813,600

   

$

277,100

 

Stock based compensation

 

 

2,295,600

     

512,300

 

Less valuation allowance

 

 

(3,109,200)

 

 

 

(789,400)

 

 

 

 

-

 

 

 

-

 

Deferred Tax Liabilities

 

 

         

 

Total Deferred Tax Assets (Liabilities)

 

$

-

   

$

-

 

 

 

 

         

 

Net Deferred Tax Asset (Liabilities)

 

$

-

   

$

-

 

 

Under the Internal Revenue Code of 1986, as amended,, net operating losses can be carried forward for twenty years.   As of December 31, 2011 the Company has net operating loss carry forwards of approximately $2,200,000.  These losses begin to expire in 2025.

 

The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending December 31, 2008 through 2011. The Company state income tax returns are open to audit under the statute of limitations for the years ending December 31, 2008 through 2011.

 

The Company recognizes interest and penalties related to income taxes in income tax expense. The Company had incurred no penalties and interest for the years ended December 31, 2012 and 2011.

 

 

11. Equity

 

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 also authorized 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.

 

 

12. 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, 2012 and December 31, 2011, these advances amounted to $28,991 and $50,013, respectively. There are no formalized agreement or repayment terms to this advance and the amount is payable upon demand. In the absence of a formal agreement or stated interest rate, the Company is accruing interest at a minimal variable rate, currently 3%. Management will periodically adjust the rate recognized, following guidelines of applicable federal rates of interest.

 

Employment Contracts

 

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

 

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

 

General Disclosures

 

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

 

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

 

13. Commitments and Contingencies

 

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

 

Future minimum lease payments for the years ended December 31:

 


 
 

 

 

2012

 

 

2,925

2013

 

 

2,917

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.

 

14. Subsequent events

 

Subsequent to December 31, 2012, the Company issued 136,690,910 shares of common stock for the settlement of convertible debt. 

 

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

 

 

 

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

 

We have engaged DKM Certified Public Accountants (formerly Randall N. Drake, C.P.A.), ("DKM") as our independent auditor.

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.

On December 17, 2012, the audit firm of Drake & Klein CPAs changed its name to DKM Certified Public Accountants.  The change was reported to the PCAOB as a change of name.  This is not a change of auditors for the Company.

 

We have not had any disagreements with DKM 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, 2012 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, 2012.

 

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, 2012 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, 2012, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

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             Sept 2003 - Present                             52

1211 Orange Ave. Suite 300                                    and Co-Chairman

Winter Park, FL

 

Joseph Collins

2698 Dawson Ave. Suite A

Signal Hill, CA 90755

 

President and Co-Chairman

 

July 2012 - Present

 

 

49

 

 

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.

 

Joseph Collins - President  and Co-Chairman of the Board

Mr. Collins is the founder of Punch TV Networks. During his 30 years in television production and programming, Joseph has accumulated a long list of accomplishments. Along with the production of over 600 TV commercials to his credit, Mr. Collins has received recognitions for his vision. Specifically, Mr. Collins was presented with the 1996 Entrepreneur of the Year Award by Senator Diane Feinstein, Senator Fred Aguilar, and Senator Barbara Boxer. Additionally, he has received accolades from City Council members. His rich entrepreneurial spirit and accomplishments has led to the creation of Punch TV.

 

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.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal years ended December 31, 2012 and 2011.

 

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 31,2012 and 2011 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

2012

2011

2010

2009

2008

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-

-0-

8,200

-0-

-0-

-0-

-0-

 

 

 

 

 

 

 

 

 

 

 

Shawn Conti, Secretary, Treasurer and Director

2011

2010

2009

2008

2007

-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-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

 

 

 

 

 

 

 

 

 

 

 

Luke Martin, Chief Technology Officer

2011

2010

2009

2008

2007

-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-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

 

 

 

 

 

 

 

 

 

 

 

Joseph Collins

President,

Co-Chairman

2012

2011

2010

2009

2008

6,800

-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-

-0-

6,800

-0-

-0-

-0-

-0-

Peter Messineo, (1) Chief Financial Officer

2012

2011

2010

2009

2008

-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-

1500

1500

-0-

-0-

1500

1500

(1)     Resigned November 15, 2012

 

 

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.


 

 

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

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.

 

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 April 12, 2013, 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 and Chairman, Chief Financial Officer

374,031,201

29%

Joseph Collins

2698 Dawson Ave. Suite A

Signal Hill, CA 90755

President

150,000,000

>1%

Luke Martin

502 W. Babcock

Bozeman, MT 59715

Chief Technology Officer

247,000

>1%

 


 

 

 

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, 2012, Mr. Samblis beneficially owns 300,238,095 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, 2012 and 2011 and for the review of the Company’s financial statements for the periods ended March 31, June 30, and September 30, 2012, audit fees by year were:

 

 

Total

 

 

2012

 

$

14,000

 

 

2011

 

$

14,000

 

 

 

 

Audit Related Fees

 

There were no fees for audit related services for the years ended December 31, 2012 and 2011.

 

Tax Fees

 

For the Company’s fiscal years ended December 31, 2012 and 2011, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.

 

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, 2012 and 2011.

 


 

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.

 

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.