UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________  FORM 10-K Amendment 1 ______________  

   ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2011  o

   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from ______________ to ______________  Commission File No.000-53278  IC PLACES, INC. (Exact name of small business issuer as specified in its charter)  Delaware

   42-1662836(State or other jurisdiction of

   incorporation or organization)

   (I.R.S. Employer Identification No.)1211 Orange Ave. Suite 300, Winter Park, FL

   32789(Address of principal executive offices)

   (Zip Code)
  5428 S. Bracken Court, Winter Park, Florida 32792(Former name, former address, if changed since last report)
  407-442-0309(Issuer’s telephone number)
  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. YesþNoo  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.þ  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  Large accelerated filer.o

   Accelerated filer.oNon-accelerated filer.o

   (Do not check if a smaller reporting company)

   Smaller reporting company.þ
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  YesoNoþ  State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2011: $2,336,400  Number of the issuer’s Common Stock outstanding as of March 28, 2012:  355,108,685  Documents incorporated by reference: None .  Transitional Small Business Disclosure Format (Check One): YesoNoþ


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EXPLANITORY NOTE  The Company’s filing of Form 10-K is being amended to identify and clarify items pertaining to our audit firm.  On January 1, 2012, the audit firm of Randall N. Drake CPA, P.A. changed its name to Drake & Klein CPAs.  The change was reported to the PCAOB as a change of name.  This is not a change of auditors for the Company. Certain disclosures on this form have been expanded for this clarification.  There have been no changes to information previously filed, except as mentioned above.  TABLE OF CONTENTS   PagePart IItem 1

   Business

   3Item 1A

   Risk Factors

   3Item 1B

   Unresolved Staff Comments

   7Item 2

   Properties

   7Item 3

   Legal Proceedings

   7Item 4

   Removed and Reserved

   7Part IIItem 5

   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

   8Item 6

   Selected Financial Data.

   9Item 7

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

   9Item 7A

   Quantitative and Qualitative Disclosures about Market Risk

   13Item 8

   Financial Statements and Supplementary Data

   14Item 9

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   25Item 9A

   Controls and Procedures

   25Item 9B

   Other Information

   25Part IIIItem 10

   Directors and Executive Officers and Corporate Governance.

   26Item 11

   Executive Compensation

   27Item 12

   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

   28Item 13

   Certain Relationships and Related Transactions, and Director Independence.

   28Item 14

   Principal Accounting Fees and Services

   28Part IVItem 15

   Exhibits, Financial Statement Schedules

   29Signatures

   

   31


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PART
I  ITEM 1.BUSINESS  Background Information IC Places, Inc. was formed on March 18, 2005
as a Delaware Corporation.  IC Places, Inc. engages in the ownership and
operation of a network of city-based Websites for travelers and local
individuals. The company’s www.icplaces.com website targets tourists and
travelers in the 35-54 age group, providing specific information regarding
dining, lodging, entertainment and other needs, including daycare, on a
city-by-city basis.  Additionally, its Websites provide information about
hotels, restaurants, golf courses, discount event tickets, discount car rentals,
discount airfare, and attraction tickets. The company’s UnofficialU.com,
currently in beta/development, will provide entertainment and information about
travel packages for spring break and summer vacation for college students in
North America. The company’s www.selfhelpcenters.com website provides a
compendium of self-awareness and self-help links, providing on-line life
coaching. The company is based in Celebration, Florida. IC Places Inc. formerly
operated as a subsidiary of Graystone Park Enterprises Inc. Two of the main
sources of IC Places revenue come from Local Online Advertising Sales and Online
Travel Services. These are two of the Internet’s fastest growing sectors.  Business Operations IC Place’s offers 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. Any
business advertising with IC Places will continually experience a memorable
advertising campaign exhibiting efficiency. IC Places supports individual campaign
objectives with an arsenal of online tools designed to fulfill specific creative
goals for each of the four primary campaign objectives: Brand Impact & AwarenessBrand EndorsementBrand Interaction, Education, & FavorabilityDirect Response & Acquisition  Products and Services IC Places is primarily a ‘city guide’
providing up-to-date information for hundreds of cities in the United States. IC
Places will provide information on entertainment, dining and other pertinent
information relating to travel and transportation. The sites offer a full array
of lodging, prices, restaurants, menus, calendars, entertainment, sports, and
educational, recreational, and cultural options, along with special events in
the cities we cover, as well as links to advertisers and travel agent options. Reports to Security Holders  We file reports and other
information with the U.S. Securities and Exchange Commission (“SEC”). You may
read and copy any document that we file at the SEC's public reference facilities
at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-732-0330 for more information about its public reference facilities. Our
SEC filings will be available to you free of charge at the SEC's web site at
www.sec.gov.  At the request of a shareholder,
we will send a copy of an annual report to include audited financial statements.
As a reporting company with the U.S. Securities and Exchange Commission (“SEC”),
we file all necessary quarterly (Form 10-Q), annual (Form 10-K) and other
reports as required.  ITEM 1A.   RISK
FACTORS  Before you invest in our common
stock, you should be aware that there are risks, as described below. You should
carefully consider these risk factors together with all of the other information
included in this prospectus before you decide to purchase shares of our common
stock. Any of the following risks could adversely affect our business, financial
condition and results of operations. We have incurred substantial losses from
inception while realizing limited revenues and we may never generate substantial
revenues or be profitable in the future.


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An investment in our Common Stock is highly speculative and is not an appropriate investment for investors who cannot afford the loss of all or part of their investment. The risks and uncertainties described below are not the only risks we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition, and results of operations could be seriously harmed. Our business is difficult to evaluate because we have a limited operating history. IC Places was incorporated on March 18, 2005, and is still a development stage company with no revenues. For the years ended; December 31, 2011, 2010 and the period of March 18, 2005 (date of inception) through December 31, 2011, net losses were approximately $988,744, $880,953 and $2,116,460, respectively.  We expect to experience fluctuations in future quarterly and annual operating results that may be caused by many factors, including: •

   our ability to achieve significant sales for our products and services;•

   the cost of technology, software and other costs associated with production and distribution;•

   the size and rate of growth of the market for Internet products and online content and services;•

   the potential introduction by others of products that are competitive with our products; and•

   the general economic conditions in the United States and worldwide.
 In view of the foregoing, our results of operations and projections of future operating results are not necessarily meaningful and should not be relied upon as an indication of future performance. We may not be able to achieve the market penetration and advertising revenues we anticipate. Failure to attract and keep customers and provide meaningful timely information could result in loss of customers and corresponding advertising revenues. This could substantially impair our ability to achieve new market share and/or maintain current market share. Our success will be limited if we are unable to attract, retain and motivate highly skilled personnel. Our future success also will depend on our ability to attract, retain and motivate highly skilled engineering, management, sales and other key personnel. Competition for such personnel is, at times, intense in the Internet industry, and we may be unable to successfully attract, integrate or retain sufficiently qualified personnel. In addition, our ability to generate revenues relates directly to our personnel in terms of both numbers and expertise of the personnel we have available to work on the projects. Moreover, competition for qualified employees may require us to increase our cash or equity compensation, which may have an adverse effect on earnings. We compete in a highly competitive market and many of our competitors have greater financial resources and established relationships with major corporate customers. The industry in which we operate is competitive, and is expected to remain competitive. In each of the markets served, we compete on the basis of price, quality, customer service and product and service selection. Our competitive position in various market segments depends upon the relative strength of competitors in the segment and the resources devoted to competing in that segment. Due to their size, certain competitors may be able to allocate greater resources to a particular market segment than we can. As a result, these competitors may be in a better position to anticipate and respond to changing customer preferences, emerging technologies and market trends. In addition, new competitors and alliances may emerge to take market share away. We may be unable to maintain or strengthen our competitive position in our market segments, especially against larger competitors. We any incur additional costs to upgrade systems in order to compete. If we fail to successfully compete, our business, financial position and results of operations may be adversely affected. Our business could suffer if we are liable for infringing the intellectual property rights of others. We may be subject to claims in the ordinary course of our business, including claims of alleged infringement of the trademarks, copyrights and other intellectual property rights of third parties by us and our licensees. Other parties may assert claims of infringement of intellectual property or other proprietary rights against us. These claims, even if without merit, could require us to expend significant financial and managerial resources. Furthermore, if claims like this were successful, we might be required to change our trademarks, alter our content or pay financial damages, any of which could substantially increase our operating expenses. We also may be required to obtain licenses from others to refine, develop, market

and deliver new
services. We may be unable to obtain any needed license on commercially
reasonable terms or at all, and rights granted under any licenses may not be
valid and enforceable. In the future we could be subject to legal proceedings
and claims from time to time in the ordinary course of our business, including
claims of alleged infringement of trademarks and other intellectual property
rights of third parties by us and our licensees. Any such claims could have a
material adverse effect on our business, financial condition and operating
results.


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Our business will not succeed if we are unable
to keep pace with rapid technological changes. We use the IC Places technology designed by
our Company to serve our clients. These technologies likely will change and may
become obsolete as new technologies develop. Our future success will depend upon
our ability to remain current with the rapid changes in the technologies used in
our business, to learn quickly to use new technologies as they emerge and to
develop new technology-based solutions as appropriate. If we are unable to do
this, we could be at a competitive disadvantage. Our competitors may gain
exclusive access to improved technology, which also could put us at a
competitive disadvantage. If we cannot adapt to these changes, our business,
financial condition or results of operations may be materially affected in an
adverse manner. If we suffer system failures or overloading of
computer systems, our business and prospects could be harmed. The success of our
online offerings is highly dependent on the efficient and uninterrupted
operation of our computer and communications hardware systems. Fire, floods,
earthquakes, power fluctuations, telecommunications failures, hardware
“crashes,” software failures caused by “bugs” or other causes, and similar
events could damage or cause interruptions in our systems. Computer viruses,
electronic break-ins or other similar disruptive problems could also adversely
affect our websites. If our systems, or the systems of any of the websites on
which we advertise or with which we have material marketing agreements, are
affected by any of these occurrences, our business, results of operations and
financial condition could be materially and adversely affected. We are dependent on our management and
employees. We are dependent on the services of our
executive officers and key employees. As of this date, we have two full time
employees and four part time employees, of whom 2 are members of management. We
currently do not maintain key-man life insurance policies on key executive
officers of the Company. There can be no assurance that we can obtain executives
of comparable expertise and commitment in the event of death, or that our
business would not suffer material adverse effects as the result of the death,
disability or voluntary departure of any such executive officer. Further, the
loss of the services of any one or more of these employees could have a
materially adverse effect on our business and our financial condition. In
addition, we will also need to attract and retain other highly skilled technical
and managerial personnel for whom competition is intense. If we are unable to do
so, our business, results of operations and financial condition could be
materially adversely affected. We may issue additional shares that could
dilute your potential ownership interest and limit the ability of a third party
to obtain voting control. Some events over which investors in the
Company have no control could result in the issuance of additional shares of our
Common Stock or issuances of preferred stock (of which none is currently
outstanding), which would dilute the ownership percentage of current
shareholders. We may issue additional shares of Common Stock: •
    to raise additional capital
      or finance acquisitions;•
    upon the exercise or
      conversion of outstanding warrants or convertible notes;•
    in lieu of cash payment of
      interest on our outstanding convertible subordinated notes;
    or•
    to vendors in exchange for
      products or services.
 We will incur increased costs as a result of
becoming a reporting company. As a reporting company, we will incur
significant additional legal, accounting and other expenses in connection with
our public disclosure and other obligations. Management will be engaged in
assisting executive officers, directors and, to a more limited extent,
stockholders, with matters related to insider trading and beneficial ownership
reporting. Although not presently applicable to us, in the future we will be
required to have our registered independent public accounting firm issue an
attestation as to our effectiveness of our internal control over financial
reporting. We have incurred, and expect to continue to
incur, increased general and administrative expenses as a reporting company. We
also believe that compliance with the myriad rules and regulations applicable to
reporting companies and related compliance issues will divert time and attention
of management away from operating and growing our business.


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


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We currently intend to retain any future
earnings to fund growth and, therefore, do not expect to pay any dividends to
our stockholders in the near future. Our bylaws provide for our indemnification of
our officers and directors. Our bylaws require that we indemnify and hold
harmless our officers and directors, to the fullest extent permitted by law,
from certain claims, liabilities and expenses under certain circumstances and
subject to certain limitations and the provisions of Delaware law. Under
Delaware law, a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, against expenses, attorney’s fees, judgments, fines and amounts
paid in settlement, actually and reasonably incurred by him in connection with
an action, suit or proceeding if the person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation.  ITEM 1B.   UNRESOLVED STAFF
COMMENTS  None.  ITEM
2.      PROPERTIES  Currently all staff are home-based with the
majority of IT staff based in Montana.  Management is in Orlando.
  The Orlando office is located in an executive suite, suitable for
corporate administration. IC Places has, through the use of
internationally placed web servers handling the email system and a proprietary
VOIP phone system, created an efficient and reliable communication system which
is utilized fully IC Places owns servers which are hosted on the
Datapipe network. They are redundantly located in Silicon Valley, New York, Hong
Kong and London. Currently traffic to the servers is only at a faction of a
percent of capacity, giving IC Places expansion capacities with its current
server configuration.  ITEM
3.      LEGAL PROCEEDINGS  We are not engaged in any litigation, and we
are unaware of any claims or complaints that could result in future
litigation.  We will seek to minimize disputes with our customers but
recognize the inevitability of legal action in today’s business environment as
an unfortunate price of conducting business.  ITEM
4.      SUBMISSIONS OF MATTERS TO A VOTE OF
SECURITY HOLDERS  No matters were submitted to our
security holders during the year ending December 31, 2011 that were not reported
in a current report on Form 8-K.


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PART
II  ITEM
5.      MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES  Our common stock is quoted on the
Over the Counter Bulletin Board (“OTCBB”) under the symbol “ICPA” for the
reporting period.  Although we are listed on the OTCBB, there can be no
assurance that an active trading market for our stock will develop. Price
quotations on the exchange will reflect inter-dealer prices, without retail
mark-up, mark-down or commission, and may not represent actual transactions.  Should a market develop for our
shares, the trading price of the common stock is likely to be highly volatile
and could be subject to wide fluctuations in response to factors such as actual
or anticipated variations in quarterly operating results, announcements of
technological innovations, new sales formats, or new services by us or our
competitors, changes in financial estimates by securities analysts, conditions
or trends in Internet or traditional retail markets, changes in the market
valuations of other equipment and furniture leasing service providers or
accounting related business services, announcements by us or our competitors of
significant acquisitions, strategic partnerships, joint ventures, capital
commitments, additions or departures of key personnel, sales of common stock and
other events or factors, many of which are beyond our control. In addition, the
stock market in general, and the market for instant messaging business services
in particular, has experienced extreme price and volume fluctuations that have
often been unrelated or disproportionate to the operating performance of such
companies. These broad market and industry factors may materially adversely
affect the market price of the common stock, regardless of our operating
performance.  Consequently, future announcements
concerning us or our competitors, litigation, or public concerns as to the
commercial value of one or more of our services may cause the market price of
our common stock to fluctuate substantially for reasons which may be unrelated
to operating results.  These fluctuations, as well as general economic,
political and market conditions, may have a material adverse effect on the
market price of our common stock.  Cash dividends have not been paid
since inception. In the near future, we intend to retain any earnings to finance
the development and expansion of our business. We do not anticipate paying any
cash dividends on our common stock in the foreseeable future. The declaration
and payment of cash dividends by us are subject to the discretion of our board
of directors. Any future determination to pay cash dividends will depend on our
results of operations, financial condition, capital requirements, contractual
restrictions and other factors deemed relevant at the time by the board of
directors. We are not currently subject to any contractual arrangements that
restrict our ability to pay cash dividends.  At the present time we have no
outstanding options or warrants to purchase securities convertible into common
stock.   Price Range of Common
Stock  Our Common Stock is quoted on the
over-the-counter Pink Sheets LLC electronic quotation service under the symbol
“ICPA.PK.” High*
    
    
    Low*Fiscal Year 2011First quarter ended
      March 31, 2011
    
    $
    .11
    
    
    $
    .028Second quarter ended
      June 30, 2011
    
    $
    .29
    
    
    $
    .032Third quarter ended
      September 30, 2011
    
    $
    .26
    
    
    $
    .013Fourth quarter ended
      December 31, 2011
    
    $
    .013
    
    
    $
    .0009Fiscal Year 2010 *First quarter ended
      March 31, 2010
    
    $
    .02
    
    
    $
    .01Second quarter ended
      June 30, 2010
    
    $
    .40
    
    
    $
    . 04Third quarter ended
      September 30, 2010
    
    $
    .06
    
    
    $
    .06Fourth quarter ended
      December 31, 2010
    
    $
    .04
    
    
    $
    .04
 *Reflects effect of reverse split (1:30) on
June 11, 2010.  Approximate Number of Equity Security
Holders  On December 31, 2011 the Company's common
stock had a closing price quotation of $.0009.   As of December
31, 2011, there were approximately 231 certificate holders of record of the
Company’s common stock.


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Dividends  We have not declared or paid cash dividends on our common stock.  Stock Option Grants  The Company, pursuant to its 2010 Equity Compensation Plan, which has been approved by the Company’s Board of Directors, as filed with the Securities and Exchange Commission on February 26, 2010, will issue up to 25,000,000 shares of common stock.   The 2010 Equity Compensation Plan is hoped to further provide a method whereby the Company’s current employees and officers and non-employee directors and consultants may be stimulated and allow the Company to secure and retain highly qualified employees, officers, directors and non-employee directors and consultants.  No stock options have been issued as of December 31, 2011.  Registration Rights  We have not granted registration rights to the selling shareholders or to any other persons.  ITEM 6.      SELECTED FINANCIAL DATA  The selected financial data, below, should be read together with “
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our
financial statementsand related notes included in this Annual Report on Form 10-K.  The selected financial data set forth below as of December 31, 2011 and 2010 and for the years then ended are derived from our audited financial statements included in this Annual Report on Form 10-K. All other selected financial data set forth below is derived from our audited financial statements not included in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of our results of operations to be expected in the future.  Selected Financial Information:For the Year EndedDec 31, 2011

   

   

   Dec 31, 2010(audited)

   

   

   (audited)Revenues

   

   $

   30,666

   

   $

   24,411Net Loss

   

   

   (998,744)

   

   

   (880,953)Earnings per share, basic and diluted

   

   

   (0.03)

   

   

   (0.11)Total Assets

   

   $

   263,796

   

   $

   59,916Total Liabilities

   

   

   529,178

   

   

   198,438Total Equity (Deficit)

   

   

   (265,382)

   

   

   (138,522)Working Capital

   

   

   (275,470)

   

   

   (145,755)
   ITEM 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  Cautionary Notice Regarding Forward Looking Statements  The information contained in Item 7 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.  We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance.  All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements.  In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking.  These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our


actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements.  We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.


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

   Obtain $1,200,000 investment•

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

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

   Launch recruitment and training plan for sales and ITC•

   Begin a marketing campaign
  Start-up Requirements Phase 2 launch Expenses:Legal and Form 10 Filing

   

   $

   60,000Business Cards and Marketing Materials

   

   

   25,000Insurance

   

   

   1,750Rent -(First, Last and Security Deposit)

   

   

   15,000Computers and Software

   

   

   25,000Fixtures (Desks, Displays, Chairs etc.)

   

   

   9,400Phones

   

   

   4,000Wireless Application

   

   

   100,000Licensing Program Setup

   

   

   30,000Billboards

   

   

   120,000Promotion and trade shows

   

   

   55,000Total Expenses

   

   $

   445,150Start-up Assets:Cash Required

   

   

   360,000Other Current Assets

   

   

   46,000Long-term Assets

   

   

   25,000Total Assets

   

   $

   431,000Total Requirements

   

   $

   876,150
 Strategy The key elements in our Sales Strategy are centered on market penetration and sales consistency. Market Penetration: Our initial plan is to have an active sales agent in each of our listed markets. The best way to have knowledge of the individual markets is to hire agents that have a strong familiarity of their selling area. In our hiring practices we will be looking for agents that not only have B2B sales experience but also know their market. As we build out our advertising client base in each market,

we will consolidate
geographic areas as the markets demand. We are looking at having sales agents in
a minimum of 85% our selling cities by the end of Q2 of 2012.


10

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Sales Process: Our agents will use a combination of phone and
face-to-face selling. Depending on the market that the agent is working, the
normal process will be to call for an appointment and then present our company
in that scheduled appointment. In some markets, the agents will be better suited
to prospect door to door if those markets are more tailored to that type of
selling. The bottom line is that making the calls and getting in front of the
decision makers will produce sales. To aid in client retention we intend to roll
out our customer service group by Q2 of 2012. The requirement of this group will
be to contact each client on a quarterly basis and give them new information on
upcoming changes with IC Places and to help bring value to their individual
adverting. The customer service group will pull up each site as they speak with
the clients and be available to make changes or recommendations on how to add
value to the information that is posted. They will also be attentive to the
clients’ concerns and use this information to be sure that we are properly
serving our clients’ needs to help with client retention. This group will also
aid in pulling some of the responsibilities from the sales agents so that they
will be able to remain focused on client accusation and not having to spend all
of their time on customer service issues. The head count for this group will be
adjusted to meet the needs of our company. Sales Tracking: We will require each of our agents to submit a
sales funnel on a bi-monthly basis. This funnel will include percentage of close
ratios, contact date and time and current and projected sales. The goal of this
report is to help in estimating future revenues and this report will also be
used as a tool for checks and balances for discrepancies with commissions or
evaluating work standards. Our agents will be using our internet phone service
for telephone prospecting and phone call reports will be used to aid in tracking
hours worked by individual agents. It will be the combination of these two tools
that will be used in evaluating agent’s performance and standards.  Results of Operations  For the years ended December 31, 2011 and
2010.  Revenues  For the years ended; December 31, 2011, 2010
and the period of March 18, 2005 (date of inception) through December 31, 2011,
we generated revenues of $30,666, $24,411 and $64,070, respectively.
 Revenue was generated from advertising revenue.   The
increase was from our initial development efforts.  Subsequent to the
year we established our first monthly revenue contract for movie reviews.  Operating Expenses  Operating costs were incurred in the amount
of $821,327, $885,149, and $1,950,649 for the years ended December 31, 2011,
2010, and for the period March 18, 2005 (date of inception) through December 31,
2011, respectively.   The decrease was attributable to
stock-based compensation expenses of $616,598 compared to $756,930 in the prior
year.  Additionally, we have increased our marketing expenses with the
event of our first sales contract; we anticipate greater viewership, therefore,
will increase our advertisement placement costs in the
future.  Net Loss  The Company recognized net losses of
$998,744, $880,953 and $2,116,460 for the years ended December 31, 2011 and 2010
and for the period March 18, 2005 (date of inception) through December 31, 2011,
respectively.  At this time, normal costs of public filing and
increasing advertising efforts will continue and it is not known when
significant revenues will occur to off-set these expenses.  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.


11

---



At December 31, 2011 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.   Off-Balance Sheet
Arrangements  We have no off-balance sheet
arrangements.   Management Consideration of Alternative
Business Strategies  In order to continue to protect and increase
shareholder value management believes that it may, from time to time, consider
alternative management strategies to create value for the company or additional
revenues.  Strategies to be reviewed may include acquisitions;
roll-ups; strategic alliances; joint ventures on large projects; issuing common
stock as compensation in lieu of cash; and/or mergers.  Management will only consider these options
where it believes the result would be to increase shareholder value while
continuing the viability of the company.   At the current time, there
have been no planned commitments to any independent considerations mentioned
above.  Subsequent Events  None  Critical Accounting
Policies  The Company’s significant accounting policies
are presented in the Company’s notes to financial statements for the period
ended December 31, 2011 and 2010, which are contained in this filing, the
Company’s 2011 Annual Report on Form 10-K. The significant accounting policies
that are most critical and aid in fully understanding and evaluating the
reported financial results include the following:  The Company prepares its financial statements
in conformity with generally accepted accounting principles in the United States
of America. These principals require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Management believes that these estimates are reasonable and
have been discussed with the Board of Directors; however, actual results could
differ from those estimates.  Accounts receivable consist of amounts due
for advertising, based on referral agreements.  Advertising revenue is
recognized when businesses place advertisements on the IC Places website or
through banner ads or upon a customer's purchase of partner offerings originated
from links through the company website.  An allowance for doubtful accounts
is considered to be established for any amounts that may not be recoverable,
which is based on an analysis of the Company’s customer credit worthiness, and
current economic trends.  Based on management’s review of accounts
receivable, no allowance for doubtful accounts was considered
necessary.  Receivables are determined to be past due, based on
payment terms of original invoices.  The Company does not typically
charge interest on past due receivables.  Long-lived assets such as property, equipment
and identifiable intangibles are reviewed for impairment whenever facts and
circumstances indicate that the carrying value may not be
recoverable.  When required impairment losses on assets to be held and
used are recognized based on the fair value of the asset.  The fair
value is determined based on estimates of future cash flows, market value of
similar assets, if available, or independent appraisals, if
required.  If the carrying amount of the long-lived asset is not
recoverable from its undiscounted cash flows, an impairment loss is recognized
for the difference between the carrying amount and fair value of the
asset.  When fair values are not available, the Company estimates fair
value using the expected future cash flows discounted at a rate commensurate
with the risk associated with the recovery of the assets.  We did not
recognize any impairment losses for any periods presented.  Recent Accounting
Pronouncements  The Financial Accounting Standards Board and
other standard-setting bodies issued new or modifications to, or interpretations
of, existing accounting standards during the year. The Company has carefully
considered the new pronouncements that alter previous generally accepted
accounting principles and does not believe that any new or modified principles
will have a material impact on the corporation’s reported financial position or
operations in the near term.  These recently issued pronouncements
have been addressed in the footnotes to the financial statements included in
this filing.


12

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ITEM 7A.   QUANTITATIVE AND
QUALITIATIVE DISCLOSURES ABOUT MARKET RISK  We do not hold any derivative instruments and
do not engage in any hedging activities.


13

---



ITEM
8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA   Financial
Statements  IC Places,
Inc. (A
Development Stage Company)  As of December 31,
2011 and 2010 and for the years ended
December 31, 2011, 2010 and for the period March 18, 2005
(date of inception) through December 31, 2011       Contents  Financial Statements:Report of
      Independent Registered Public Accounting Firm
    F-2Balance
      Sheets
    F-3Statements of
      Operations
    F-4Statements of
      Changes in Stockholders’ Equity
    F-5Statements of
      Cash Flows
    F-6/F-7Notes to
      Financial Statements
    F-8 through
F-14


14

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Drake & Klein CPAs A PCAOB Registered Accounting Firm   Report of
Independent Registered Public Accounting Firm  Board of Directors IC Places, Inc. Orlando, FL  We have audited the accompanying balance
sheets of IC Places, Inc (a development stage company).as of December 31, 2011 and 2010 and the related
statements of operations, stockholders’ equity, and cash flows for the years
ended December 31, 2011and 2010 and the period from March 18, 2005 (date of
inception) through December 31, 2011.  These financial statements are the
responsibility of the Company’s management.  Our responsibility is to
express an opinion on these financial statements based on our audit.  We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company is not required at this time, to have, nor were
we engaged to perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal controls over financial
reporting.   Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audit provided a reasonable basis for our opinion.  In our opinion, based on our audit, the
financial statements referred to above present fairly, in all material respects,
the financial position of the Company as of December 31, 2011 and 2010 and the
results of its operations and its cash flows for the years ended December 31,
2011 and 2010 and for the period March 18, 2005 (date of inception) through
December 31, 2011 in conformity with accounting principles generally accepted in
the United States of America  The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As
discussed in Note 4 to the financial statements, the Company has incurred
recurring net losses, resulting in negative cash flows from operations and
negative working capital.   There are limited financial assets in
which to satisfy any future cash requirements. These conditions raise
substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.   /s/ Drake & Klein, CPAs  Drake & Klein CPAs f/k/a Randall N Drake CPA PA Clearwater, Florida March 29, 2012      PO Box 2493 2451 McMullen Booth Rd 2451 McMullen
      Booth Rd.
      Dunedin, FL 34697-2493 Suite 210
      727-512-2743 Clearwater, FL
33759-1362
    2451 McMullen
      Booth Rd
      Suite
      210
      Clearwater, FL
      33759-1362
          15


15

---



IC Places, Inc.(A Development Stage
      Company)Balance SheetDecember 31,
      2011
    
    December 31,
      2010(audited)
    
    (audited)Current AssetsCash
    $
    2,316
    $
    -Accounts Receivable
    
    2,225
    
    2,100Prepaid Expenses
    
    249,167
    
    50,583Total Current Assets
    
    253,708
    
    52,683Property and Equipment
    
    43,966
    
    30,240Accumulated Depreciation
    
    (33,878)
    
    (23,007)10,088
    
    7,233Deferred Tax Assets
    
    -
    
    -Total Assets
    $
    263,796
    $
    59,916Liabilities and Stockholders' DeficitCurrent LiabilitiesAccrued Liabilities
    $
    31,260
    $
    18,753Convertible Note Payable
    
    353,208
    
    -Derivative Liability
    
    94,697
    
    77,373Advances from Stockholder
    
    50,013
    
    102,312Total Current Liabilities
    
    529,178
    
    198,438Stockholders' DeficitCommon Stock, $.00001 par value;2,000,000,000 shares
      authorized;335,108,685 and 16,959,147
      shares outstanding
    
    3,351
    
    170Additional Paid In Capital
    
    1,882,935
    
    1,115,331Unearned Stock Based Compensation
    
    (35,208)
    
    (136,307)Accumulated Deficit during the Development Stage
    
    (2,116,460)
    
    (1,117,716)Total Stockholders' Deficit
    
    (265,382)
    
    (138,522)Total Liabilities and Stockholders' Deficit
    $
    263,796
    $
    59,916The
      accompanying notes are an integral part of these financial statements
       16


16

---



IC Places, Inc.(A Development Stage
      Company)Statement of OperationsMar 18,
    2005(inception date)For the Year Ended
    
    throughDec 31,
    2011
    
    Dec 31,
    2010
    
    Dec 31,
    2011Revenues
    $
    30,666
    $
    24,411
    $
    64,070Operating ExpensesProgrammer and production expense
    
    47,295
    
    34,945
    
    107,148Advertising and promotion
    
    5,976
    
    32
    
    34,690Selling expense
    
    53,703
    
    34,183
    
    117,303Professional fees
    
    38,036
    
    10,200
    
    90,149Communications
    
    7,578
    
    5,451
    
    22,898Administrative
    
    41,270
    
    35,498
    
    101,790Stock-based compensation
    
    616,598
    
    756,930
    
    1,442,793Depreciation
    
    10,871
    
    7,910
    
    33,878total operating expenses
    
    821,327
    
    885,149
    
    1,950,649Operating Loss
    
    (790,661)
    
    (860,738)
    
    (1,886,579)Other Income (Expense):Interest
    
    (32,112)
    
    (13,342)
    
    (47,037)Change in derivative and beneficial conversion
    
    (175,971)
    
    (6,873)
    
    (182,844)Net Loss before Income Taxes
    
    (998,744)
    
    (880,953)
    
    (2,116,460)Income Tax Provision (Benefit)
    
    -
    
    -
    
    -Net Loss
    $
    (998,744)
    $
    (880,953)
    $
    (2,116,460)Earnings per share, basic and diluted
    $
    (0.03)
    $
    (0.11)Weighted average shares outstanding
    
    39,675,977
    
    7,697,010The
      accompanying notes are an integral part of these financial statements
                    17


17

---



IC Places, Inc.(A Development Stage
      Company)Statement of Stockholders'
      DeficitAdditional
    
    Unearned
    
    
    
    TotalCapital Stock
    
    Paid In
    
    Stock
    
    Accumulated
    
    Stockholders'Shares *
    
    Par Value
    
    Capital
    
    Compensation
    
    Deficit
    
    DeficitBalance, March 18, 2005 (Date of Inception)
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -Stock-Based Compensation, March 18, 2005, par value
    
    1,666,668
    
    17
    
    49,983
    
    
    
    
    
    50,000Net Loss, date of inception through December 31,2006 (audited)
    
    
    
    
    
    
    
    (65,600)
    
    (65,600)
    
    (65,600)Balance, December 31, 2006
    
    1,666,668
    
    17
    
    49,983
    
    -
    
    (65,600)
    
    (15,600)Net Loss, December 31, 2007
    
    
    
    
    
    
    
    
    
    (18,160)
    
    (18,160)Balance, December 31, 2007
    
    1,666,668
    
    17
    
    49,983
    
    -
    
    (83,760)
    
    (33,760)Acquisition for stock, January 15, 2008
    
    717,335
    
    7
    
    207
    
    
    
    
    
    214Net Loss, December 31, 2008
    
    
    
    
    
    
    
    
    
    (94,339)
    
    (94,339)Balance, December 31, 2008
    
    2,384,003
    
    24
    
    50,190
    
    -
    
    (178,099)
    
    (127,885)Shares issued for services, December 2009
    
    626,000
    
    6
    
    19,044
    
    
    
    
    
    19,050Net Loss, December 31, 2009
    
    
    
    
    
    
    
    
    
    (58,664)
    
    (58,664)Balance, December 31, 2009
    
    3,010,003
    
    30
    
    69,234
    
    -
    
    (236,763)
    
    (167,499)Shares issued for services:January, 2010 at $.3974 per share
    
    6,668
    
    -
    
    2,650
    
    
    
    
    
    2,650February, 2010 at $.2558 per share
    
    93,334
    
    1
    
    23,873
    
    
    
    
    
    23,874March, 2010 at $.2703
    
    3,025,334
    
    30
    
    817,837
    
    
    
    
    
    817,867July, 2010 at $.033 per share
    
    3,556,073
    
    36
    
    58,810
    
    
    
    
    
    58,846November 2010, $.025
    
    300,000
    
    3
    
    7,497
    
    
    
    
    
    7,500December 2010, $.018
    
    2,000,000
    
    20
    
    35,980
    
    
    
    
    
    36,000Shares issued, in advance of service period :
    
    
    
    
    
    
    
    
    
    
    
    -Unearned stock compensation
    
    
    
    
    
    
    
    (817,840)
    
    
    
    (817,840)Stock compensation earned in period
    
    
    
    
    
    
    
    681,533
    
    
    
    681,533Debt converted to shares:Shareholder, December 2010, $.0175
    
    4,000,000
    
    40
    
    69,960
    
    
    
    
    
    70,000Noteholder, November 2010, $.0305
    
    967,735
    
    10
    
    29,490
    
    
    
    
    
    29,500Net Loss, December 31, 2010
    
    
    
    
    
    
    
    
    
    (880,953)
    
    (880,953)Balance, December 31, 2010
    
    16,959,147
    
    170
    
    1,115,331
    
    (136,307)
    
    (1,117,716)
    
    (138,522)Shares issued, in advance of service period :Issued January 24, 2011, valued at $.065, 2 years
    
    1,000,000
    
    10
    
    64,990
    
    (65,000)
    
    
    
    -Deferred stock compensation earned in period
    
    
    
    
    
    166,099
    
    
    
    166,099Shares issued for services:January 24, 2011 at $.065 per share
    
    1,100,000
    
    11
    
    71,489
    
    
    
    
    
    71,500August 16, 2011 at $.031 per share
    
    3,000,000
    
    30
    
    92,970
    
    
    
    
    
    93,000October 17, 2011 at $.002 per share
    
    25,238,095
    
    252
    
    50,248
    
    
    
    
    
    50,500December 9, 2011 at $.0011 per share
    
    170,000,000
    
    1,700
    
    185,300
    
    
    
    
    
    187,000Debt and accrued interest converted to shares:Noteholder, January 2011, $.0271
    
    2,604,866
    
    26
    
    70,474
    
    
    
    
    
    70,500Noteholder, May 2011, $.0255
    
    917,647
    
    9
    
    23,391
    
    
    
    
    
    23,400Noteholder, August 2011,
      $.0302
    
    2,650,385
    
    27
    
    79,973
    
    
    
    
    
    80,000Noteholder, September 23,
      2011, $.003
    
    2,250,000
    
    22
    
    38,278
    
    
    
    
    
    38,300Noteholder, September 30,
      2011, $.0061
    
    1,065,574
    
    11
    
    6,489
    
    
    
    
    
    6,500Noteholder, October 27,
      2011, $.003
    
    5,000,000
    
    50
    
    14,950
    
    
    
    
    
    15,000Noteholder, November 10,
      2011, $.0024
    
    7,400,000
    
    74
    
    17,726
    
    
    
    
    
    17,800Noteholder, November 21,
      2011, $.0058
    
    7,400,000
    
    74
    
    42,826
    
    
    
    
    
    42,900Noteholder, December 30
      2011, $.0001
    
    88,522,971
    
    885
    
    8,500
    
    
    
    
    
    9,385Net Loss, December 31, 2011
    
    
    
    
    
    
    
    
    
    (998,744)
    
    (998,744)Balance, December 31, 2011
    
    335,108,685
    $
    3,351
    $
    1,882,935
    $
    (35,208)
    $
    (2,116,460)
    $
    (265,382)* Shares issued prior to June 10, 2010 have been
      retroactively restated to reflect a 30:1 reverse stock split.The
      accompanying notes are an integral part of these financial statements


18

---



IC Places, Inc.(A Development Stage
      Company)Statement of Cash FlowsMar 18,
    2005(inception date)Dec 31,
    2011
    
    Dec 31,
    2010
    
    through(audited)
    
    (audited)
    
    Dec 31,
    2011Cash Flows from Operating Activities:Net Loss from Operations
    $
    (998,744)
    $
    (880,953)
    $
    (2,116,460)Adjustments to reconcile net loss to meet cash
      provided by operating activities:Depreciation
    
    10,871
    
    7,910
    
    33,878Stock Based Compensation
    
    616,598
    
    756,930
    
    1,442,793Stock Based Payments for Rents
    
    15,416
    
    2,916
    
    18,333Change in Derivative
    
    159,418
    
    6,873
    
    187,190Amortization of finance costsDecreases (increases) in assets and liabilities:Accounts Receivable
    
    (125)
    
    (2,100)
    
    (2,225)Accrued Liabilities
    
    13,407
    
    (2,279)
    
    31,260Net cash (used in) provided by operations
    
    (183,159)
    
    (110,703)
    
    (405,231)Cash Flows from Investing Activities:Capital Expenditures
    
    (13,726)
    
    (6,707)
    
    (43,966)Net cash provided by (used in) investing activities
    
    (13,726)
    
    (6,707)
    
    (43,966)Cash Flows from Financing Activities:Proceeds from notes and loans
    
    251,500
    
    100,000
    
    351,500Stockholder advances, proceeds
    
    28,863
    
    17,175
    
    28,863Stockholder advances, repayments
    
    (81,162)
    
    -
    
    21,150Issuance of common stock
    
    -
    
    -
    
    50,000Net cash provided by (used in) financing activities
    
    199,201
    
    117,175
    
    451,513Net Increase (Decrease) in Cash
    
    2,316
    
    (235)
    
    2,316Cash, beginning of year
    
    -
    
    235
    
    -Cash, ending
    $
    2,316
    $
    -
    $
    2,316Supplemental Cash Flows:Cash paid for interest
    $
    -
    $
    -
    $
    -Cash paid for taxes
    $
    -
    $
    -
    $
    -Non Cash DisclosuresLong-term lease paid with stock
    $
    -
    $
    17,500
    $
    17,500Conversion of debt to equity
    $
    303,785
    $
    29,500
    $
    333,285Conversion of shareholder debt to equity
    $
    -
    $
    70,000
    $
    70,000Conversion of shareholder debt to note
    $
    250,000
    $
    -
    $
    250,000The
      accompanying notes are an integral part of these financial statements


19

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IC Places, Inc. (A Development Stage Company) Notes to the Financial Statements (Audited)   1.Background Information  IC Places, Inc. ("The Company") was formed on March 18, 2005 as a Delaware Corporation and is based in Celebration, Florida.  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.  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 liabilitiesLevel 2:

   Observable market-based inputs or unobservable inputs that are corroborated by market dataLevel 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.


20

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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 $5,976, $32 and $34,690 for the year ended December 31, 2011, 2010, and for the period March 18, 2005 (date of inception) through December 31, 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 share equivalents and, thus, anti-dilution issues are not applicable.  3.            Development Stage Enterprise  The Company has been in the development stage since its formation on March 18, 2005.  It has primarily engaged in developing an internet portal website and raising capital to carry out its business plan. The Company expects to continue to incur significant operating losses and to generate negative cash flow from operating activities while it develops 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.  If the Company is unable to implement its business plan successfully, it 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 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.


21

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The Company incurred a net loss for the year ended December 31, 2011 and accumulated significant losses for the period March 18, 2005 (date of inception) through the period ended December 31, 2011.  As of December 31, 2011 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 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  In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is intended to improve comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. generally accepted accounting principles and International Financial Reporting Standards. This standard clarifies the application of existing fair value measurement requirements including (1) the application of the highest and best use valuation premise, (2) the methodology to measure the fair value of an instrument classified in a reporting entity’s shareholders’ equity, (3) disclosure requirements for quantitative information on Level 3 fair value measurements and (4) guidance on measuring the fair value of financial instruments managed within a portfolio. In addition, the standard requires additional disclosures of the sensitivity of fair value to changes in unobservable inputs for Level 3 securities.  This standard is effective for interim and annual reporting periods ending on or after December 15, 2011.  The adoption of this guidance did not have a significant impact on the Company’s financial statements.  In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income”, which requires that comprehensive income be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  The standard also requires entities to disclose on the face of the financial statements reclassification adjustments for items that are reclassified from other comprehensive income to net earnings.  This standard no longer allows companies to present components of other comprehensive income only in the statement of equity.  This standard is effective for interim and annual reporting periods beginning after December 15, 2011.  The adoption of this guidance did not have a significant impact on the Company’s financial statements other than the prescribed change in presentation.  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 CodificationTM (“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  Property and equipment consists of:  2011

   

   

   2010Office Furniture

   

   $

   229

   

   $

   229Computer Equipment

   

   

   3,928

   

   

   3,928Software

   

   

   39,809

   

   

   26,08343,966

   

   

   30,240Less accumulated depreciation

   

   

   33,878

   

   

   23,007Property and equipment, net

   

   $

   10,088

   

   $

   7,233
  Depreciation of equipment was $10,871, $7,910 and $33,878 for the year ended December 31, 2011, 2010, and for the period March 18, 2005 (date of inception) through December 31, 2011, respectively.   7.            Convertible Notes Payable  The Company received a total of $242,500 ($142,500 during 2011) of proceeds, received on 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 advances.  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 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.  The Company currently reports the amount due, under these convertible notes, of $139,208, which is net of $3,292 of unamortized financing costs (amortized to interest expense over the term of each note) associated with origination fees from the installments.


22

---



The Company has recognized the derivative liability associated with this agreement and has revalued the beneficial conversion feature, classifying as a derivative liability.  As of December 31, 2011 and December 31, 2010, the derivative liability was calculated to be $94,697 and $77,373, 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

   

   $.0248Strike Price

   

   $.0124Dividend rate

   

   0.0%Risk-free interest rate

   

   1.02%Expected lives (years)

   

   .493Expected price volatility

   

   310%Forfeiture Rate

   

   0.0%
  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 bid on the day of funding.  As of December 31, 2011 we issued 22,050,000 shares valued at $36,000 in satisfaction of payments, resulting in a beneficial conversion at the time of the issuance of $78,000.  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 $214,000.  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.Five Hundred Million (500,000,000) 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 Form S-8, February 26, 2010, will issue up to 25,000,000 shares of common stock.   The 2010 Equity Compensation Plan is hoped to further provide a method whereby the Company’s current employees and officers and non-employee directors and consultants may be stimulated and allow the Company to secure and retain highly qualified employees, officers, directors and non-employee directors and consultants.  10.            Related Party Transactions  The majority shareholder has advanced funds, since inception, for the purpose of financing working capital and product development.  As of December 31, 2011 and December 31, 2010, these advances amounted to $50,013 and $102,312,

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.  In December 2010 the majority shareholder, with
the approval of the Board of Directors, converted $70,000 of the advances into
common shares.


23

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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 expenses, 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,
Contingencies and Subsequent Events  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
    
    $
    2,9172013
    
    
    2,9172014
    
    
    2,9172015
    
    
    2,917thereafter
    
    
    --$
    11,668
  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.


24

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ITEM
9.      CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  We have engaged Drake & Klein, CPAs
(formerly Randall N. Drake, C.P.A.), ("DK") as our independent auditor. On January 1, 2012, the audit firm of Randall N. Drake
CPA, P.A. changed its name to Drake & Klein CPAs.  The change was
reported to the PCAOB as a change of name.  This is not a change of
auditors for the Company. We have not had any disagreements
with DK on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, in connection with its
reports.  ITEM 9A.   CONTROLS AND
PROCEDURES  Evaluation of Disclosure Controls and
Procedures  The Company’s Chief Executive Officer
and acting Chief Financial Officer has evaluated the effectiveness of the
Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) as of the fiscal period ending
December 31, 2011 covered by this Annual Report on Form 10-K.  Based
upon such evaluation, the Chief Executive Officer and acting Chief Financial
Officer has concluded that, as of the end of such period, the Company’s
disclosure controls and procedures were not effective as required under Rules
13a-15(e) and 15d-15(e) under the Exchange Act.  This conclusion by the
Company’s Chief Executive Officer and acting Chief Financial
Officer does not relate to reporting periods after December 31,
2011.  Management’s Report on Internal Control Over
Financial Reporting  Management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) of the Company.
 Internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of
America.  The Company’s internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America, and
that receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company; and
(iii) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company’s assets that
could have a material effect on the financial statements.  Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements.
 Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.  Management, under the supervision of the
Company’s Chief Executive Officer and acting Chief Financial Officer, conducted
an evaluation of the effectiveness of internal control over financial reporting
based on the framework inInternal Control—Integrated
Frameworkissued by the Committee of Sponsoring Organizations of
the Treadway Commission.  Based on this evaluation, management concluded
that the Company’s internal control over financial reporting was not effective
as of December 31, 2011 under the criteria set forth in the inInternal Control—Integrated Framework.  A material weakness is a deficiency, or
combination of deficiencies, in internal control over financial reporting such
that there is a reasonable possibility that a material misstatement of the
Company's annual or interim financial statements will not be prevented or
detected on a timely basis.  Management has determined that material
weaknesses exist due to a lack of segregation of duties, resulting from the
Company's limited resources.  This annual report does not include an
attestation report of the Company’s registered public accounting firm regarding
internal control over financial reporting.  Management’s report was not
subject to attestation by our registered public accounting firm pursuant to
rules of the SEC that permit us to provide only management’s report in this
Annual Report on Form 10-K.  Changes in Internal Control over Financial
Reporting  No change in the Company’s internal control
over financial reporting occurred during the year ended December 31, 2011,
that materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting.  ITEM 9B.    OTHER
INFORMATION  None.


25

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

   Position

   Period

   Age----------------------

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

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

   ----------Steven Samblis

   5428 S Bracken Court

   Winter Park, FL 32792

   President, Chief Executive Officer and Chairman

   Sept 2003 - Present

   50Shawn Conti

   3111 W De Leon #8

   Tampa FL 33609

   Secretary, Treasurer and Director

   Jan 2007 - Present

   31Luke Martin

   502 W. Babcock

   Bozeman, MT 59715

   Chief Technology Officer

   Jan 2008 - Present

   33Peter Messineo

   1982 Otter Way

   Palm Harbor, FL 34685

   Chief Financial Officer

   February 2010 – Present

   51
  Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years. Management Team Steve Samblis, President, CEO and Chairman of the Board Mr. Samblis is the founder of IC Places and has been dedicating significant time, commencing in 2002, in the development and execution of its plan of operations.  Prior to IC Places, Inc., Mr. Samblis worked several years as a stock broker. He also consulted with the Michigan Senate in regards to securities legislation.  During his period as a stockbroker, he founded a company that produced and marketed audio programs.  Steve co-hosted “The World’s Most Powerful Marketing Tool” with author Mark Victor Hansen of “Chicken Soup for the Soul” fame.  Returning to the brokerage industry, Steve worked in the area of IPO Analysis. In this position he was quoted in over 200 magazines, ranging from “Time” to “The Wall Street Journal”.  Later Steve hosted the Investor’s Institute, a TV show which aired nationally.  During the show Steve toured the U.S. and delivered seminars teaching people about IPOs.  Luke Martin: Chief Technical Officer Luke Martin has an extensive background in web development and economic analysis.  Luke has a Master’s degree in Economics and has spent considerable time developing advanced trading applications for commodity brokers and producers.  Luke’s programming knowledge, combined with his business education and experience allows him to smoothly liaison between business/marketing departments and tech departments.  During the period 2007 through the date of merger with IC Places, Luke created Bridger Web, a web development company that supports the needs of data dependent companies.  IC Places acquired the assets of Bridger Web in a stock swap.  IC Places then dissolved Bridger Web and absorbed its operations and assets into the daily operations of IC Places.  Prior to Bridger Web, Luke was Director of New Product Development for Cash Grain Bids from January 2004 through January 2007.  Additionally, from February 2003 through January 2004 Luke was a Small Business Development Advisor for the Peace Corps Morocco.  Shawn Conti: Secretary, Treasurer, Business Development Officer Shawn Conti earned a BS in Economics from the Richard T. Farmer School of Business at Miami University in Oxford, OH. Shawn currently resides in Tampa, FL and is active in commercial real estate development and leasing.  Shawn specializes in retail real estate and has worked with the nation's largest retail developers and Real Estate Investment Trusts.  Shawn is a Member of the International Council of Shopping Centers (ICSC), ICSC Next Generation, a Licensed Florida Real Estate Broker and is a candidate for the prestigious CCIM designation.  In 2008, Real Estate Florida magazine named Shawn to its 30 under 30 list, which honors the most successful commercial real estate professionals under the age of 30.  Peter Messineo:  Chief Financial Officer. Mr. Messineo is a CPA in Florida and New York and has over 25 years of accounting experience in public accounting practice, consulting and private industry.  His public accounting experience has been with national and regional CPA firms servicing a

broad based clientele
including software, manufacturing firms, distribution companies, and various
service industry companies. Consulting experience has been with an international
consulting firm servicing multi-billion dollar clients, in the capacity of
financial support and reporting and with personal clients in the capacity as an
intermediary compiling annual and quarterly filings required of the Securities
and Exchange Commission.  Peter received his degree in accounting from Pace
University in New York and his Master’s in Business Administration in Finance
from Long Island University.


26

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Term of Office  Our directors are appointed for a one-year
term to hold office until the next annual general meeting of our shareholders or
until removed from office in accordance with our bylaws. Our officers are
appointed by our board of directors and hold office until removed by the
board.  Code of Ethics  We have adopted a code of ethics as of
December 31, 2006 that applies to our principal executive officer, principal
financial officer, and principal accounting officer as well as our employees.
 Our standards are in writing and are to be posted on our website at a
future time.  The following is a summation of the key points of the Code of
Ethics we adopted:  ·Honest and ethical conduct, including ethical handling of
actual or apparent conflicts of interest between personal and professional
relationships; ·Full, fair, accurate, timely, and understandable
disclosure reports and documents that a small business issuer files with, or
submits to, the Commission and in other public communications made by our
Company; ·Full compliance with applicable government laws, rules
and regulations; ·The prompt internal reporting of violations of the code
to an appropriate person or persons identified in the code; and ·Accountability for adherence to the code.  Corporate Governance  We are a small reporting company, not subject
to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act
respecting any director.  We have conducted special Board of Director
meetings almost every month since inception.  Each of our directors has
attended all meetings either in person or via telephone conference.  We
have no standing committees regarding audit, compensation or other nominating
committees.  In addition to the contact information in private
placement memorandum, each shareholder will be given specific information on how
he/she can direct communications to the officers and directors of the
corporation at our annual shareholders meetings.  All communications from
shareholders are relayed to the members of the Board of Directors.  Section 16(a) Beneficial Ownership Reporting
Compliance  Under Section 16(a) of the Exchange Act, our
directors and certain of our officers, and persons holding more than 10 percent
of our common stock are required to file forms reporting their beneficial
ownership of our common stock and subsequent changes in that ownership with the
United States Securities and Exchange Commission.  Such persons are
also required to furnish Coastline Corporate Services, Inc. with copies of all
forms so filed.  Based solely upon a review of copies of such
forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we
believe that as of the date of this report, our executive officers, directors
and greater than 10 percent beneficial owners complied on a timely basis with
all Section 16(a) filing requirements.  ITEM
11.     EXECUTIVE COMPENSATION  The table below summarizes all compensation
awarded to, earned by, or paid to our executive officers by any person for all
services rendered in all capacities to us for the fiscal years ended December
31, 2011 and 2010.  The following summary compensation table sets
forth all compensation awarded to, earned by, or paid to the named executive
officers paid by us during the years ended December 31, 2011 and 2010 in all
capacities for the accounts of our executives, including the Chief Executive
Officer (CEO) and Chief Financial Officer (CFO):  (a)
    (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)
    (i)
    (j)Name and principal
      position(1)
    Year
    Salary
($)
    Bonus ($)
    Stock Awards
      ($)
    Option Awards
      ($)
    Non-Equity Incentive Plan
      Comp ($)
    Non-Qualified Deferred Comp
      Earnings ($)
    All Other Comp
      ($)
    Total
  ($)Steven Samblis, President, Chief Executive Officer
      and Chairman
    2011
      2010
      2009
      2008
      2007
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-Shawn Conti, Secretary, Treasurer and
      Director
    2011
      2010
      2009
      2008
      2007
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-Luke Martin, Chief Technology Officer
    2011
      2010
      2009
      2008
      2007
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-Peter Messineo, Chief Financial
    Officer
    2011
      2010
      2009
      2008
      2007
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      -0-
      -0-
      -0-
    -0-
      -0-
      1500
      1500
      -0-
    -0-
      -0-
      1500
      1500
      -0-(1) There
      is no employment contract with Executives or Directors at this time. Nor
      are there any agreements for compensation in the future. A salary and
      stock options and/or warrants program may be developed in the
      future.


27

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Executive Compensation No officer or director has received any
compensation from us.  Until we achieve significant operational revenues,
it is not anticipated that any officer or director will receive compensation
from us. Steve Samblis has received no compensation
from us nor have we accrued any cash or non-cash compensation for his services
since he was elected as an officer and director.  He will not receive any
compensation from us for his services until after we achieve significant
operational revenues. Shawn Conti has received no compensation from
us nor have we accrued any cash or non-cash compensation for his services since
he was elected as an officer and director.  He will not receive any
compensation from us for his services until after we achieve significant
operational revenues. Luke Martin has received no compensation from
us nor have we accrued any cash or non-cash compensation for his services since
he was elected as an officer and director.  He will not receive any
compensation from us for his services until after we achieve significant
operational revenues. Peter Messineo has received no compensation
from us nor have we accrued any cash or non-cash compensation for his services
since he was elected as an officer and director.  He will not receive any
compensation from us for his services until after we achieve significant
operational revenues. Additional Compensation of Directors We have no stock option, retirement, pension,
or profit-sharing programs for the benefit of directors, officers or other
employees.  Board of Directors and Committees Our board of directors appoints our executive
officers to serve at the discretion of the board.  Our directors receive no
compensation from us for serving on the board.  Until we achieve
significant operational revenues, we do not intend to reimburse our officers or
directors for travel and other expenses incurred in connection with attending
the board meetings or for conducting business activities.  Employment Agreements  Currently, we have no employment
agreements with any of our Directors or Officers.


28

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Director Compensation  We have provided no compensation to our
directors for services provided as directors.  Stock Option Grants  The Company, pursuant
to its 2010 Equity Compensation Plan, which has been approved by the Company’s
Board of Directors, as filed with the Securities and Exchange Commission on Form
S-8, February 26, 2010, will issue up to 25,000,000 shares of common
stock.   The 2010 Equity Compensation Plan is hoped to further provide
a method whereby the Company’s current employees and officers and non-employee
directors and consultants may be stimulated and allow the Company to secure and
retain highly qualified employees, officers, directors and non-employee
directors and consultants.  ITEM
12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS  The following table sets forth
information concerning the beneficial ownership of shares of our common stock
with respect to stockholders who were known by us to be beneficial owners of
more than 5% of our common stock as of November 15, 2006, and our officers and
directors, individually and as a group.  Unless otherwise indicated, the
beneficial owner has sole voting and investment power with respect to such
shares of common stock.  Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission ("SEC")
and generally includes voting or investment power with respect to
securities.  In accordance with the SEC rules, shares of our common stock
which may be acquired upon exercise of stock options or warrants which are
currently exercisable or which become exercisable within 60 days of the date of
the table are deemed beneficially owned by the optionees, if applicable.  The following table provides the names and
addresses of each person known to us to own more than 5% of our outstanding
common stock as of March 25, 2011, and by the officers and directors,
individually and as a group.  All shares are owned directly.   Name
    Position
    Common Stock
      Owned
    Percentage Owned----------------------
    --------------------------
    -------------------
    ----------------Steven Samblis
      5428 S Bracken Court
      Winter Park, FL 32792
    President, Chief Executive
      Officer and Chairman
    105,916,762
    31.6%Shawn Conti
      3111 W De Leon #8
      Tampa, FL 33609
    Secretary, Treasurer and
      Director
    67,500
    >1%Luke Martin
      502 W. Babcock
      Bozeman, MT 59715
    Chief Technology
      Officer
    247,000
    >1%Peter Messineo
      1982 Otter Way
      Palm Harbor, FL 34685
    Chief Financial
      Officer
    102,033,334
    30.4%
    ITEM 13.    CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.  In 2005, the Company issued 20,000,000 share of its stock
valued at par ($50,000) in exchange for Steven Samblis’ development of
ICPlaces.com websites.  This cost and all related compensation to Steven
Samblis (an officer of the Company) has been charged to expense in 2005.
 Following a 1:10 reverse split in 2007, and certain transfers affected for
personal financial planning purposes, Steve Samblis owned 47,476,800.Steve Samblis converted $70,000 of debt payable for
4,000,000 shares of common stock, at the current fair market value of
approximately $.0175 per share.  Following a 1:30 split on June 11, 2010
and converting $70,000 debt to stock Steve Samblis owns 9,521,560 shares. 
As of December 31, 2011, Mr. Samblis beneficially owns 105,916,762 shares of
common stock.  ITEM
14.     PRINCIPAL ACCOUNTING FEES AND
SERVICES  Audit Fees


29

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On January 1, 2012, the audit firm of Randall N. Drake
CPA, P.A. changed its name to Drake & Klein CPAs.  The change was
reported to the PCAOB as a change of name.  This is not a change of
auditors for the Company. Drake & Klein, CPAs (formerly Randall N.
Drake, CPA, PA) has been our principal auditor, commencing in 2008.  For
professional services rendered for the audit of the Company’s financial
statements for the years ended December 31, 2011 and 2010 and for the review of
the Company’s financial statements for the periods ended March 31, June
30, and September 30, 2011.  Audit fees by year were:  Total2011
    
    $
    14,0002010
    
    $
    14,000
   Audit Related Fees  There were no fees for audit related services
for the years ended December 31, 2011 and 2010.  Tax Fees  For the Company’s fiscal years ended December
31, 2011 and 2010, we were not billed for professional services rendered for tax
compliance, tax advice, and tax planning.  All Other Fees  The Company did not incur any other fees
related to services rendered by our principal accountant for the period ended
December 31, 2011 and 2010.  Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.  Effective May 6, 2003, the Securities and
Exchange Commission adopted rules that require that before our auditor is
engaged by us to render any auditing or permitted non-audit related service, the
engagement be: ·approved by our audit committee; or ·entered into pursuant to pre-approval policies and
procedures established by the audit committee, provided the policies and
procedures are detailed as to the
particular  service,  the  audit committee is
informed of each service, and such policies and procedures do not include
delegation of the audit committee's responsibilities to management.  We do not have an audit
committee.  Our entire board of directors pre-approves all services
provided by our independent auditors.  The pre-approval process has just been
implemented in response to the new rules.  Therefore, our board of
directors does not have records of what percentage of the above
fees was pre-approved.  However, all of the above services and fees
were reviewed and approved by the entire board of directors either before or
after the respective services were rendered.  PART
IV  ITEM
15.     EXHIBITS, FINANCIAL STATEMENT
SCHEDULES  Item
6.      Exhibits and Reports of Form
8-K.  (a)
    Financial
      Statements are included herewith(b)
    ExhibitsExhibit Number
    Exhibit Title3.1
    Articles of Incorporation*3.2
    Bylaws**10.1
    Stock Purchase and Sale Agreement between IC
      Places, Inc. and Bridger Web, Inc.*10.2
    2010Equity Compensation Plan***14
    Code of Ethics23.1
    Consent of Independent Auditors31.1
    Certification of Steven Samblis pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.32.1
    Certification of Steven Samblis pursuant to 18
      U.S.C. Section 1350 as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
    Certification of Peter Messineo pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002.32.2
    Certification of Peter Messineo pursuant to 18
      U.S.C. Section 1350 as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.


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Those exhibits marked with an asterisk and required to be
filed hereunder, are incorporated by reference and can be found in their
entirety in our original Form 10 Registration Statement, filed under SEC File
Number000-53278, at the SEC website at
www.sec.gov:  *   Filed as an exhibit to the Form
10 Amendment No. 1 filed with the SEC on July 30, 2008 ** Filed as an exhibit to the Form 10
Amendment No. 3 filed with the SEC on August 11, 2008 ***Filed as an exhibit to Form S-8, filed
with the SEC on February 26, 2010


31

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SIGNATURES  In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.  IC Places, Inc.Dated: August 30, 2012

   By:

   /s/ Steven SamblisSteven SamblisChief Executive Officer
   In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.  Name

   Title

   Date/s/Steven Samblis

   Director, Chairman, Chief Executive Officer

   August 30, 2012Steven Samblis/s/ Peter Messineo

   Chief Financial Officer

   August 30, 2012Peter Messineo/s/ Shawn Conti

   Director, Secretary, Treasurer

   August 30, 2012Shawn Conti
   32


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