icpa_10q-june2012.htm - Generated by SEC Publisher for SEC Filing

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

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

OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012.

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

For the transition period from __________ to __________.

Commission file number 000-53278

IC PLACES, INC.

(Name of small business issuer in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

42-1662836

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

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

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: 407.442.0309

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

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

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

(Do not check if a smaller reporting company)

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

The number of shares of the issuer’s common stock, par value $.00001 per share, outstanding as of August 13, 2012 was approximately 798,427,205.

TABLE OF CONTENTS

	Page
Part I. Financial Information	3

Item 1. Financial Statements.	3

Balance Sheets for the periods ending June 30, 2012 (unaudited) and December 31, 2011 (audited)	3
Statements of Operations for the six month periods ending June 30, 2012 and 2011 (unaudited)	4
Statements of Cash Flows for the six month periods ending June 30, 2012 and 2011 (unaudited)	5
Notes to Financial Statements (unaudited)	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	13
Item 4. Controls and Procedures.	13
Item 4T. Controls and Procedures.	14

Part II. Other Information	15

Item 1. Legal Proceedings.	15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	15
Item 3. Defaults Upon Senior Securities.	15
Item 4. Mine Safety Disclosures.	15
Item 5. Other Information.	15
Item 6. Exhibits	15
Signatures	15

Part I. Financial Information

Item 1. Financial Statements.

IC Places, Inc.
(Previously a Development Stage Company)
Balance Sheets

		June 30, 2012		December 31, 2011
		(unaudited)		(audited)
Current Assets
Cash	$	37,056	$	2,316
Accounts receivable		2,225		2,225
Prepaid expenses		222,708		249,167
Total Current Assets		261,989		253,708

Property and equipment		43,966		43,966
Accumulated depreciation		(35,897)		(33,878)
		8,069		10,088

Total Assets	$	270,058	$	263,796


Liabilities and Stockholders' Deficit
Current Liabilities
Accrued liabilities	$	24,833	$	31,260
Convertible note payable		269,747		353,208
Derivative liability		90,159		94,697
Advances from stockholder		16,264		50,013
Total Current Liabilities		401,003		529,178

Stockholders' Deficit
Common stock, $.00001 par value;
2,000,000,000 shares authorized;
663,427,205 and 16,959,147 shares outstanding		6,634		3,351
Additional paid in capital		2,232,652		1,882,935
Unearned stock based compensation		(18,958)		(35,208)
Accumulated deficit during the development stage		(2,351,273)		(2,116,460)
Total Stockholders' Deficit		(130,945)		(265,382)

Total Liabilities and Stockholders' Deficit	$	270,058	$	263,796


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

IC Places, Inc.
(Previously a Development Stage Company)
Statements of Operations
(unaudited)


		For the Three Months Ended				For the Six Months Ended
		Jun 30, 2012		Jun 30, 2011		Jun 30, 2012		Jun 30, 2011

Revenues	$	10,800	$	7,386	$	20,223	$	13,686

Operating Expenses
Production expense		19,442		5,803		52,430		13,675
Advertising and promotion		558		300		2,228		1,824
Selling expense		12,849		21,518		24,146		38,202
Professional fees		4,119		4,308		9,989		6,001
Communications		2,224		2,402		4,942		5,390
Administrative		12,378		11,400		24,458		24,521
Stock-based compensation		20,625		17,125		41,250		239,349
Depreciation		949		2,172		2,019		4,344
total operating expenses		73,144		65,028		161,462		333,306

Operating Loss		(62,344)		(57,642)		(141,239)		(319,620)

Other Income (Expense):
Interest		(90,070)		(8,629)		(95,868)		(12,806)
Change in derivative		(19,049)		(26,136)		4,538		(47,543)
Beneficial conversion		-		-		(15,000)		-
Settlement of debts		798		-		12,756		-

Net Loss before Income Taxes		(170,665)		(92,407)		(234,813)		(379,969)

Income Tax Provision (Benefit)		-		-		-		-

Net Loss	$	(170,665)	$	(92,407)	$	(234,813)	$	(379,969)


Earnings per share, basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.02)
Weighted average shares outstanding		623,730,502		22,163,517		588,289,021		21,215,481


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

IC Places, Inc.
(Previously a Development Stage Company)
Statements of Cash Flows

		Jun 30, 2012		Jun 30, 2011
		(unaudited)		(unaudited)

Cash Flows from Operating Activities:
Net Loss	$	(234,813)	$	(379,969)

Adjustments to reconcile net loss to meet cash provided by operating activities:
Depreciation		2,019		4,344
Stock Based Compensation		41,250		239,349
Stock Based Payments for Rents		1,459		1,458
Change in Derivative		(4,538)		57,864
Beneficial Conversion		15,000		-
Amortization of finance costs		10,934		-
Accretion of interest on debt discounts		78,605
Settlement of debts		(12,756)		-
Decreases (increases) in assets and liabilities:
Accrued liabilities		6,329		(3,043)
Net cash (used in) operating activities		(96,511)		(79,997)


Cash Flows from Financing Activities:
Proceeds from notes and loans		165,000		122,500
Stockholder advances, proceeds		22,500		-
Stockholder advances, repayments		(56,249)		(39,119)
Net cash provided by financing activities		131,251		83,381

Net Increase (Decrease) in Cash		34,740		3,384

Cash, beginning of year		2,316		-
Cash, ending	$	37,056	$	3,384

Supplemental Cash Flows:
Cash paid for interest	$	-	$	-
Cash paid for taxes	$	-	$	-

Non Cash Disclosures
Conversion of debt to equity	$	157,500	$	93,900


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

IC Places, Inc.

(Previously a Development Stage Company)

Notes to the Financial Statements

(unaudited)

1. Background Information

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

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

2. Summary of Significant Accounting Policies

The significant accounting policies followed are:

Basis of Presentation

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

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

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

Fair Value Measurement

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

	Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities
	Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data
	Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

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

Cash and Cash Equivalents

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

Accounts Receivable and Credit

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.

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, 2011.

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

Share-based Compensation

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

Advertising Costs

The costs of advertising are expensed as incurred. Advertising expense was $2,228 and $1,824 for the six months ended June 30, 2012 and 2011, respectively.

Income Taxes

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

Earnings (Loss) Per Share

Basic earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares outstanding during the year. Diluted earnings (loss) per share calculations are determined by dividing net income (loss) by the weighted average number of shares. There are no options or warrants outstanding, however, convertible notes payable are considered to be common stock equivalents, at the date of their maturity (when available to convert). As of June 30, 2012 and 2011, there are no share equivalents and, thus, 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. The Company expects to continue to incur significant operating losses and to generate negative cash flow from operating activities while it advances its customer base and establishes itself in the marketplace. 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 business model. 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 six months ended June 30, 2012. As of June 30, 2012 the Company had minimal cash with which to satisfy any future cash requirements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to build and maintain websites and to provide services and support to its customers and users. There may be other risks and circumstances that management may be unable to predict.

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

5. Recently Issued Accounting Pronouncements

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

6. Property and Equipment

		June 30, 2012		December 31, 2011
		(unaudited)		(audited)
Office Furniture	$	229	$	229
Computer Equipment		3,928		3,928
Software		39,809		39,809
		43,966		43,966
Less accumulated depreciation		35,897		33,878
Property and equipment, net	$	8,069	$	10,088

Depreciation of equipment was $2,019 and $4,344 for the six months ended June 30, 2012 and 2011, respectively.

7. Convertible Notes Payable

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

		June 30, 2012		December 31, 2011
		(unaudited)		(audited)
Convertible notes payable: a series of notes have been issued at various times with identical terms: maturity within 9 months; interest rate at 8%; convertible at 50-65% discount to trading fair market value; convertible at option of holder	$	180,500	$	142,500
Convertible demand note payable, dated September 23, 2011, no maturity date, 2% interest rate, convertible at 50% discount to trading price at time of demand		199,000		214,000
Debt discount		(101,895)
Deferred financing costs		(7,858)		(3,292)
		269,747		353,208
Long-term portion of convertible debt		--		--
Current portion of convertible debt	$	269,747	$	353,208

Convertible Notes Payable

The Company receives proceeds, at various dates, from an unrelated third party in exchange for a series of convertible promissory notes at an annual interest rate of 8% on any unpaid principal and a maturity date of nine months from the date of funding. A penalty interest rate will be in effect for any amount of principal or interest which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date. The note is convertible at the option of the holder at any time during the lending period. The note is convertible into common stock at a conversion price of 35% (65% discount) of the calculated average of the lowest three trading prices for the common stock during the ten trading day period prior to the date of the conversion notification. The holder has converted a portion of these notes in satisfaction of the amounts due. During the six month period ended June 30, 2012, notes with a face value of $142,500 was converted into 298,318,520 shares of common stock, at an average price of $.00048, calculated per the agreed terms listed above. The Company currently reports the amount due, under these convertible notes net of unamortized discounts and financing costs (amortized to interest expense over the term of each note) associated with origination fees and the beneficial conversions resulting from the terms of the installment funding.

The Company has recognized the derivative liability associated with this agreement and has revalued the beneficial conversion feature, classifying as a derivative liability. As of June 30, 2012 and December 31, 2011, the derivative liability was calculated to be $90,159 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		$.0023
Strike Price		$.0007
Dividend rate		0.0%
Risk-free interest rate		.06%
Expected lives (years)		.5 years
Expected price volatility		431.9%
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. Since inception of this note, through June 30, 2012 we issued 5,250,000 shares valued at $33,500 in satisfaction of payments. Payments resulted in the recognition of a beneficial conversion, at the time of the issuance, of $15,000 and $0 for the six month periods ended June 30, 2012 and 2011, respectively. Since there is an option for repayment in cash, the beneficial conversion will be determined at the time of demand, if shares are used in satisfaction of the payment request. The remaining balance on this convertible note payable is resulting in remaining balance on this convertible note is $199,000 and $214,000 as of June 30, 2012 and December 31, 2011, respectively.

8. Income Tax

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

9 Equity

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

The company has one class of stock, common. Two billion (2,000,000,000) shares of stock are authorized by the company’s Amended Articles of Incorporation filed within the State of Delaware, at par value $.00001.

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

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

10. Related Party Transactions

The majority shareholder has advanced funds, since inception, for the purpose of financing working capital and product development. As of June 30, 2012 and December 31, 2011, these advances amounted to $16,264 and $50,013, respectively. There are no formalized agreement or repayment terms to this advance and the amount is payable upon demand. In the absence of a formal agreement or stated interest rate, the Company is accruing interest at a minimal variable rate, currently 3%. Management will periodically adjust the rate recognized, following guidelines of applicable federal rates of interest. Accrued interest on these advances is $5,477 and $5,072 as of June 30, 2012 and December 31, 2011, respectively.

On September 23, 2011, the Company entered into an employment agreement with the President and 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.

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.

11. 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		1,458
2013		2,917
2014		2,917
2015		2,917
thereafter		--
	$	10,208

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

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

11. Subsequent Events

On July 10, 2012 IC Places, Inc. (“the Company” or “Buyer”) completed an Asset Purchase Agreement with Punch Television Network (“Punch”, “Seller”). Through the agreement, the Buyer acquired substantially all of the assets, tangible and intangible, owned by Seller that are used in, or necessary for the conduct of, its Television Network business, including, without limitation: (i) the Station Licenses, subject to any obligations contained in disclosed license agreements and all related intellectual property; (ii) the fixed assets of Seller; (iii) any and all customer lists; and (iv) the goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances. The aggregate consideration for the assets and business was 135,000,000 shares of restricted common shares of ICPA Stock, valued at the fair market value at the date of transaction of $.0211 or $2,848,500, to be allocated to the identifiable assets.

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

Note Regarding Forward Looking Statements.

This quarterly report on Form 10-Q of IC Places, Inc. for the period ended June 30, 2012 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

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

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

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

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

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

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

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

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

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

The Company had $10,800, $7,386, $20,223 and $13,686 from advertising revenue for the three and six month periods ended June 30, 2012 and 2011, respectively. The Company has secured a contract for the commitment, at minimum, to distribute six program licenses: "Instant Movie Reviews"," Instant DVD Reviews", "First Look"," Trailers"," IC Sports". The Company has also received revenues from other advertising and talent fees.

Operating expenses were $73,144, $65,028, $161,462 and $333,306 for the three and six month periods ended June 30, 2012 and 2011, respectively. Significant operating expenses were related to stock-based share payments which were $20,625, $17,125, $41,250 and $239,349 for the three and six month periods ended June 30, 2012 and 2011, respectively. Shares were issued as compensation for services rendered. The Company is recording stock-based compensation, valued at the date of the issuance, and ratably expensing over the service period. Other significant operating expenses were also related to the maintenance of the corporate entity, primarily accounting and legal fees. Expenses incurred in the development of the web-based search site are expensed as incurred.

CONTRACTUAL OBLIGATIONS

None.

LIQUIDITY AND CAPITAL RESOURCES

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

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

At June 30, 2012, the Company had negative working capital of approximately $139,000 as compared to negative $275,000 at December 31, 2011. Working capital as of both dates consisted entirely of cash, accounts receivable, and prepaid expenses, net of current liabilities.

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

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

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

Subsequent Events

On 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 acquired substantially all of the assets, tangible and intangible, owned by Seller that are used in, or necessary for the conduct of, its Television Network business, including, without limitation: (i) the Station Licenses, subject to any obligations contained in disclosed license agreements and all related intellectual property; (ii) the fixed assets of Seller; (iii) any and all customer lists; and (iv) the goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances. The aggregate consideration for the assets and business was 135,000,000 shares of restricted common shares of ICPA Stock, valued at the fair market value at the date of transaction of $.0211 or $2,848,500, to be allocated to the identifiable assets.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Item 4(T). Controls and Procedures.

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

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

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

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

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

(b) Changes in Internal Controls.

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

Part II. Other Information

Item 1. Legal Proceedings.

None.

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

None..

Item 3. Defaults Upon Senior Securities

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits


Exhibit Number	Description

31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101	Interactive Data Files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.**

* Filed herein

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

SIGNATURES

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

	IC PLACES, INC.

Date: August 13, 2012	By: /s/ Steven Samblis
	STEVEN SAMBLIS, Chief Executive Officer Chief Financial Officer