10-K/A

 

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

For the transition period from N/A to N/A

Commission File No. 000-53278

IC Punch Media, Inc.

(Name of small business issuer as specified in its charter)

Delaware                                        42-1662836

(State of Incorporation)                    (IRS Employer Identification No.)

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

(Address of principal executive offices)

407-442-0309

(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.00001 par value per share

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [ ]                    Accelerated Filer [ ]

Non-accelerated filer [ ]                      Smaller reporting company [X]

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

Indicate the number of shares outstanding of each of the issuer's classes of

common stock, as of the latest practicable date.

       Class                                Outstanding at April 15, 2013

       -----                                -------------------------------

Common stock, $0.00001 par value                        1,401,143,159

                                EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Company's Quarterly Report on Form

10-K for the fiscal year ended December 31, 2012 filed with the Securities

and Exchange Commission on April 15, 2013 (the "Form 10-K"), is solely to

furnish Exhibit 101 to the Form 10-K. Exhibit 101 provides the financial

statements and related notes from the Form 10-K formatted in XBRL (Extensible

Business Reporting Language).

No other changes have been made to the Form 10-K. This Amendment No. 1 to the

Form 10-K continues to speak as of the original filing date of the Form 10-K,

does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

Pursuant to rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the  Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the  Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

ITEM 6 - EXHIBITS

31.1*  Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act

31.2*  Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.

32.1*  Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

32.2*  Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.

101**  Interactive Data Files pursuant to Rule 405 of Regulation S-T.

----------

*  Previously filed

** Filed herewith

SIGNATURES

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.

                                    IC Punch Media, Inc.

                                    Registrant 

Date: April 16, 2013                By: /s/ Steven Samblis

                                          -----------------------------------

                                          Steven Samblis

                                          Chief Executive Officer, Principal

                                          Executive Officer

                                    By: /s/ Steven Samblis

                                          -----------------------------------

                                          Steven Samblis

                                          Chief Financial Officer

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Convertible Notes Payable (Detail Textuals) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Conversion of debt to equity	$ 370,500	$ 303,785
Change in derivative	487,110	159,418
Convertible promissory notes
Debt Instrument [Line Items]
Interest rate on unpaid principal amount	8.00%
Maturity term	9 months
Penalty interest rate	22.00%
Conversion of debt to equity	316,800
Common stock converted (in shares)	426,565,385
Conversion price	$ 0.00074
Change in derivative	$ 487,110

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Subsequent Event (Detail Textuals)	12 Months Ended
	Dec. 31, 2012
Subsequent Event [Line Items]
Number of common stock for the settlement of convertible debt	136,690,910

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Related Party Transactions (Detail Textuals) (USD $)			12 Months Ended		0 Months Ended	1 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Majority shareholder Advanced funds	Dec. 31, 2011 Majority shareholder Advanced funds	Jul. 10, 2012 President and Co-Chairman Executive Employment Agreement	Nov. 18, 2005 Steven Samblis Employment agreement	Sep. 23, 2011 Steven Samblis Employment continuation commitment agreement Line of Credit
Related Party Transaction [Line Items]
Advances from stockholder	$ 28,991	$ 50,013	$ 28,991	$ 50,013
Accrued interest	72,493	31,260
Stated minimal variable rate			3.00%
Debt instrument, description			In the absence of a formal agreement or stated interest rate, the Company is accruing interest at a minimal variable rate
Common stock issued as per agreement						350,000,000
Percentage revevue for compensation						15.00%
Amount payable							250,000
Compensation on completion of capital raise					200,000
Capital raised					$ 3,000,000
Common shares issued on capital raise					150,000,000

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Property and Equipment (Detail Textuals) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Depreciation	$ 147,525	$ 10,871
Equipment
Property, Plant and Equipment [Line Items]
Depreciation	$ 97,317	$ 10,871

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Convertible Notes Payable (Tables)

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

Schedule of convertible notes payable

		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

Schedule of fair value assumptions

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%

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Income Tax (Details 2) (USD $)	Dec. 31, 2012	Dec. 31, 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 Assets, Net of Valuation Allowance
Deferred Tax Liabilities
Total Deferred Tax Assets (Liabilities)
Net Deferred Tax Asset (Liabilities)

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Convertible Notes Payable - Derivative Valuation Assumptions (Details 1) (USD $)	12 Months Ended
	Dec. 31, 2012
Weighted Average:
Stock Price	$ 0.0100
Strike Price	$ 0.0030
Dividend rate	0.00%
Risk-free interest rate	0.12%
Expected lives (years)	6 months
Expected price volatility	345.01%
Forfeiture Rate	0.00%

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Commitments and Contingencies (Details) (USD $)	Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]
2012	$ 2,925
2013	2,917
2014	2,917
2015	2,917
thereafter
Total future minimum payments	$ 11,675

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Previously a Development Stage Enterprise

12 Months Ended

Dec. 31, 2012

Development Stage Enterprises [Abstract]

Previously a Development Stage Enterprise

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.

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Income Tax (Detail Textuals) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Net operating losses carried forward in years	20 years
Net operating losses carried forward		$ 2,200,000

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Summary of Significant Accounting Policies (Detail Textuals) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Accounting Policies [Abstract]
Depreciation method	Straight-line method
Useful life of property	3-7 years
Advertising expense	$ 23,761	$ 5,976
Number of potential share equivalents based on conversion options with debt instruments	90,870,000	90,870,000

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Background Information (Detail Textuals) (Common Stock)	12 Months Ended
	Dec. 31, 2012
Common Stock
Background Information [Line Items]
Shares issued for acquisition of assets: (in shares)	135,000,000

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Equity (Detail Textuals) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Stockholders' Equity Note [Abstract]
Common stock, shares authorized	4,000,000,000	4,000,000,000
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	500,000,000	500,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001

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Asset acquisition (Details) (Punch Television Network, USD $)	Dec. 31, 2012
Punch Television Network
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

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Asset acquisition (Details 1) (Punch Television Network)	12 Months Ended
	Dec. 31, 2012
Punch Television Network
Business Acquisition [Line Items]
Shares issued for acquisition of assets: (in shares)	135,000,000

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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. 

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Property and Equipment - Summary (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Property, Plant and Equipment [Line Items]
Property and equipment	$ 1,466,121	$ 43,966
Less accumulated depreciation	(124,286)	(33,878)
Property and equipment, net	1,341,835	10,088
Office Furniture
Property, Plant and Equipment [Line Items]
Property and equipment	10,571	229
Film Library
Property, Plant and Equipment [Line Items]
Property and equipment	650,000
Satellite Equipment
Property, Plant and Equipment [Line Items]
Property and equipment	18,000
Computer Equipment
Property, Plant and Equipment [Line Items]
Property and equipment	517,983	3,928
Software
Property, Plant and Equipment [Line Items]
Property and equipment	$ 269,567	$ 39,809

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Convertible Notes Payable (Detail Textuals 1) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Conversion of debt to equity	$ 370,500	$ 303,785
Convertible Notes Payable | Majority shareholder
Debt Instrument [Line Items]
Debt arrangement with lender, maximum borrowing amount	250,000
Interest rate on convertible notes	2.00%
Debt and accrued interest converted to shares (in shares)	62,985,075
Conversion of debt to equity	58,400
Amount of beneficial conversion	58,400	78,000
Debt arrangement with lender, remaining borrowing amount	$ 155,600	$ 214,000
Period of employment commitment	5 years
Percentage of discount on share price	50.00%

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Balance Sheets (USD $)	Dec. 31, 2012	Dec. 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)
Property and equipment, net	1,341,835	10,088
Intangible Assets	1,391,382
Total Assets	2,887,036	263,796
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

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Equity (Detail Textuals 1) (2010 Equity Compensation Plan)	Feb. 26, 2010
2010 Equity Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued under equity compensation plan (in shares)	25,000,000

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Statement of Cash Flows (USD $)	12 Months Ended
	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	3,290,602
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

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Intangible Properties (Detail Textuals) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 50,000	$ 0
Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life	2 years
Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life	7 years

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Asset acquisition (Tables)

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

Schedule of business acquisitions by acquisition

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

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Convertible Notes Payable - Summary (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Debt Instrument [Line Items]
Convertible notes payable	$ 279,355	$ 353,208
Long-term portion of convertible debt
Current portion of convertible debt	279,355	353,208
Convertible notes payable
Debt Instrument [Line Items]
Convertible notes payable	211,500	209,000
Convertible demand note payable
Debt Instrument [Line Items]
Convertible notes payable	155,600	163,000
Debt discount
Debt Instrument [Line Items]
Convertible notes payable	(82,701)	(11,539)
Deferred financing costs
Debt Instrument [Line Items]
Convertible notes payable	$ (5,044)	$ (7,253)

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Intangible Properties (Tables)

12 Months Ended

Dec. 31, 2012

Finite-Lived Intangible Assets, Gross [Abstract]

Schedule of intangible assets and goodwill

		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	$	-

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Background Information

12 Months Ended

Dec. 31, 2012

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Background Information

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. 

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Balance Sheets (Parenthetical) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Statement Of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	500,000,000	500,000,000
Preferred stock, shares issued	0	0
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized	4,000,000,000	4,000,000,000
Common stock, shares outstanding	1,284,452,249	335,108,685

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Equity

12 Months Ended

Dec. 31, 2012

Stockholders' Equity Note [Abstract]

Equity

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.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2012	Apr. 15, 2013	Jun. 30, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	IC Punch Media, Inc.
Entity Central Index Key	0001437596
Trading Symbol	pnch
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Well-Known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding		1,401,143,159
Entity Public Float			$ 6,634,272
Document Type	10-K
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY

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Related Party Transactions

12 Months Ended

Dec. 31, 2012

Related Party Transactions [Abstract]

Related Party Transactions

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.

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Statement of Operations (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Statement [Abstract]
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
Nonoperating Income (Expense)	(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 (in dollars per share)	$ (0.007)	$ (0.025)
Weighted average shares outstanding (in shares)	871,864,529	39,675,977

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Asset acquisition

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

Asset acquisition

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

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Recently Issued Accounting Pronouncements

12 Months Ended

Dec. 31, 2012

New Accounting Pronouncements and Changes In Accounting Principles [Abstract]

Recently Issued Accounting Pronouncements

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.

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Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

Schedule of 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

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

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.

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Convertible Notes Payable

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

Convertible Notes Payable

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.

 

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Property and Equipment

12 Months Ended

Dec. 31, 2012

Property, Plant and Equipment [Abstract]

Property and Equipment

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.

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Intangible Properties

12 Months Ended

Dec. 31, 2012

Finite-Lived Intangible Assets, Gross [Abstract]

Intangible Properties

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..

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Income Tax

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Income Tax

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.

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Intangible Properties (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Amortizable intangibles
Affiliate licenses	$ 750,000
Programming licesnes	300,000
Total amortizable assets	1,050,000
Accumulated amortization	50,000
Finite-Lived Intangible Assets, Net	1,000,000
Goodwill	391,382
Intangible assets, net	$ 1,391,382

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

Basis of Presentation

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

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

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, 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

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

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

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

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

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.

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Income Tax (Tables)

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Schedule of effective income tax rate reconciliation

	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	%

Schedule of deferred tax assets and liabilities

	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)	$	-	$	-

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Income Tax (Details 1)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Income Tax Disclosure [Abstract]
Expected statutory rate	34.00%	34.00%
State Income tax rate, net of federal benefit	3.60%	3.60%
Permanent Differences	0.00%	0.00%
Temporary Differences	0.00%	0.00%
Valuation Allowance	(37.60%)	(37.60%)
Effective Income Tax Rate, Continuing Operations	0.00%	0.00%

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Statement of Stockholders' Deficit (USD $)	Capital Stock	Additional Paid In Capital	Unearned Stock Compensation	Accumulated Deficit	Total
Balance at Dec. 31, 2010	$ 170	$ 1,115,331	$ (136,307)	$ (1,117,716)	$ (138,522)
Balance (in shares) at Dec. 31, 2010	16,959,147
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued, in advance of service period	10	64,990	(65,000)
Shares issued, in advance of service period (in shares)	1,000,000
Deferred stock compensation earned in period			166,099		166,099
Shares issued for services:	1,993	400,007			402,000
Shares issued for services: (in shares)	199,338,095
Debt and accrued interest converted to shares	11,178	302,607			303,785
Debt and accrued interest converted to shares (in shares)	117,811,441
Net Loss				(998,744)	(998,744)
Balance at Dec. 31, 2011	3,351	1,882,935	(35,208)	(2,116,460)	(265,382)
Balance (in shares) at Dec. 31, 2011	335,108,683
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Deferred stock compensation earned in period			32,498		32,498
Debt and accrued interest converted to shares	4,896	896,144			901,040
Debt and accrued interest converted to shares (in shares)	489,550,460
Shares issued for acquisition of assets:	1,350	2,847,150			2,848,500
Shares issued for acquisition of assets: (in shares)	135,000,000
Shares issued for retirement of debt:	738	19,262			20,000
Shares issued for retirement of debt: (in shares)	73,793,106
Shares issued for compensation and services:	2,510	4,778,490			4,781,000
Shares issued for compensation and services: (in shares)	251,000,000
Net Loss				(6,218,981)	(6,219,281)
Balance at Dec. 31, 2012	$ 12,845	$ 10,423,981	$ (2,710)	$ (8,335,441)	$ 2,098,375
Balance (in shares) at Dec. 31, 2012	1,284,452,249

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Going Concern

12 Months Ended

Dec. 31, 2012

Going Concern

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.

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Schedule of future minimum lease payments

2012		2,925
2013		2,917
2014		2,917
2015		2,917
thereafter		--
	$	11,675

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Convertible Notes Payable - Summary (Parentheticals) (Details) (USD $)			12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 Convertible notes payable	Dec. 31, 2012 Convertible notes payable Minimum [Member]	Dec. 31, 2012 Convertible notes payable Maximum [Member]	Dec. 31, 2012 Convertible demand note payable
Debt Instrument [Line Items]
Interest rate on convertible notes			8.00%			2.00%
Derivative liability	$ 399,566	$ 94,697
Discount rate on convertible notes				50.00%	65.00%	50.00%
Maturity term			9 months

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Subsequent events

12 Months Ended

Dec. 31, 2012

Subsequent Events [Abstract]

Subsequent events

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.