UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________ FORM 10-K   þ
 ANNUAL
  REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2012  o
 TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from ______________ to
______________  Commission File No.000-53278  IC PUNCH MEDIA, INC. (Exact name of small business issuer as specified in
its charter)  Delaware
 42-1662836(State or other jurisdiction of
  incorporation or organization)
 (I.R.S. Employer Identification No.)1211 Orange Ave. Suite 300, Winter Park,
  FL
 32789(Address of principal executive
  offices)
 (Zip Code)
  5428 S. Bracken Court, Winter Park,
  Florida 32792(Former name, former address, if
  changed since last report)
  407-442-0309(Issuer’s telephone number)
  Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or for such shorter period that the issuer was required to
file such reports), and (2)has been subject to such filing requirements for the
past 90 days. 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


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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, 2012: $6,634,272  Number
of the issuer’s Common Stock outstanding as of April 15, 2013: 1,401,143,159  Documents
incorporated by reference: None .  Transitional
Small Business Disclosure Format (Check One): YesoNoþ


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TABLE OF CONTENTS Part
  I
 
 PageItem
  1
 Business
 3Item
  1A
 Risk
  Factors
 3Item
  1B
 Unresolved
  Staff Comments
 7Item
  2
 Properties
 7Item
  3
 Legal
  Proceedings
 7Item
  4
 Mine
  Safety Disclosures
 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 Punch Media Inc. was formedasIC Places, Inc.
on March 18, 2005 as a Delaware Corporation. The company engages in the
ownership and operation of a network of city-based Websites for travelers and
local individuals. The company’s www.icplaces.com website targets tourists and
travelers in the 35-54 age group, providing specific information regarding
dining, lodging, entertainment and other needs, including daycare, on a
city-by-city basis. Additionally, its Websites provide information about
hotels, restaurants, golf courses, discount event tickets, discount car
rentals, discount airfare, and attraction tickets. The company’s
www.selfhelpcenters.com website provides a compendium of self-awareness and
self-help links, providing on-line life coaching. The company purchased Punch
TV Networks in July of 2012. Punch TV Networks broadcasts 24 hours a day 7 days
a week in 31 cities.  The company is based in Winter Park, Florida.  The
company formerly operated as a subsidiary of Graystone Park Enterprises Inc.
Two of the main sources of IC Places revenue come from Local Online Advertising
Sales and Online Travel Services. These are two of the Internet’s fastest
growing sectors. Business
Operations The company owns and operates 350 City based
websites named icplaces.com. It also owns and manages the Punch Televsion
Network which broadcasts 24 hours a day 7 days and week in 31 cities.  Products and Services IC Places websites are primarily ‘city guides’
providing up-to-date information for hundreds of cities in the United States.
IC Places will provide information on entertainment, dining and other pertinent
information relating to travel and transportation. The sites offer a full array
of lodging, prices, restaurants, menus, calendars, entertainment, sports, and
educational, recreational, and cultural options, along with special events in
the cities we cover, as well as links to advertisers and travel agent options. Launched in October
2012, Punch Television Network began airing its Fall Season of programs with
approximately 70% of the programming being original content.  The
Network earns revenues through selling commercial time between its shows which
air 24 hours a day 7 days a week. Reports
to Security Holders  We
file reports and other information with the U.S. Securities and Exchange
Commission (“SEC”). You may read and copy any document that we file at the
SEC's public reference facilities at 100 F. Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-732-0330 for more information about its
public reference facilities. Our SEC filings will be available to you free of
charge at the SEC's web site at www.sec.gov.  At
the request of a shareholder, we will send a copy of an annual report to
include audited financial statements. As a reporting company with the U.S.
Securities and Exchange Commission (“SEC”), we file all necessary quarterly
(Form 10-Q), annual (Form 10-K) and other reports as required.  ITEM
1A. RISK FACTORS  Before
you invest in our common stock, you should be aware that there are risks, as
described below. You should carefully consider these risk factors together with
all of the other information included in this prospectus before you decide to
purchase shares of our common stock. Any of the following risks could adversely
affect our business, financial condition and results of operations. We have
incurred substantial losses from inception while realizing limited revenues and
we may never generate substantial revenues or be profitable in the future. An investment in our Common Stock is highly speculative
and is not an appropriate investment for investors who cannot afford the loss
of all or part of their investment.


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The risks and
uncertainties described below are not the only risks we face. Additional risks
and uncertainties not presently known to us or that we currently consider
immaterial may also impair our business operations. If any of the following
risks actually occur, our business, financial condition, and results of
operations could be seriously harmed. Our business is difficult to evaluate because we have a
limited operating history. IC Places was incorporated on March 18, 2005, and is
still a development stage company with no revenues. For the years ended;
December 31, 2012, 2011 and the period of March 18, 2005 (date of inception)
through December 31, 2012, net losses were approximately $6,218,981, $998,744,
and $8,335,441, respectively. We expect to experience fluctuations in future
quarterly and annual operating results that may be caused by many factors,
including: •
 our ability to achieve significant
  sales for our products and services;•
 the cost of technology, software and
  other costs associated with production and distribution;•
 the size and rate of growth of the
  market for Internet products and online content and services;•
 the potential introduction by others
  of products that are competitive with our products; and•
 the general economic conditions in the
  United States and worldwide.
  In view of the foregoing, our results of operations
and projections of future operating results are not necessarily meaningful and
should not be relied upon as an indication of future performance. We may not be able to achieve the market penetration
and advertising revenues we anticipate. Failure to attract and keep customers and provide
meaningful timely information could result in loss of customers and
corresponding advertising revenues. This could substantially impair our ability
to achieve new market share and/or maintain current market share. Our success will be limited if we are unable to
attract, retain and motivate highly skilled personnel. Our future success also will depend on our ability
to attract, retain and motivate highly skilled engineering, management, sales
and other key personnel. Competition for such personnel is, at times, intense
in the Internet industry, and we may be unable to successfully attract,
integrate or retain sufficiently qualified personnel. In addition, our ability
to generate revenues relates directly to our personnel in terms of both numbers
and expertise of the personnel we have available to work on the projects.
Moreover, competition for qualified employees may require us to increase our
cash or equity compensation, which may have an adverse effect on earnings. We compete in a highly competitive market and many of
our competitors have greater financial resources and established relationships
with major corporate customers. The industry in which we operate is competitive, and
is expected to remain competitive. In each of the markets served, we compete on
the basis of price, quality, customer service and product and service
selection. Our competitive position in various market segments depends upon the
relative strength of competitors in the segment and the resources devoted to
competing in that segment. Due to their size, certain competitors may be able
to allocate greater resources to a particular market segment than we can. As a
result, these competitors may be in a better position to anticipate and respond
to changing customer preferences, emerging technologies and market trends. In
addition, new competitors and alliances may emerge to take market share away.
We may be unable to maintain or strengthen our competitive position in our
market segments, especially against larger competitors. We any incur additional
costs to upgrade systems in order to compete. If we fail to successfully
compete, our business, financial position and results of operations may be
adversely affected. Our business could suffer if we are liable for
infringing the intellectual property rights of others. We may be subject to claims in the ordinary course
of our business, including claims of alleged infringement of the trademarks,
copyrights and other intellectual property rights of third parties by us and
our licensees. Other parties may assert claims of infringement of
intellectual property or other proprietary rights against us. These claims,
even if without merit, could require us to expend significant financial and
managerial resources. Furthermore, if claims like this were successful, we
might be required to change our trademarks, alter our content or pay financial
damages, any of which could substantially increase our operating expenses. We also
may be required to obtain licenses from others to refine, develop,market and deliver new services. We may be unable to
obtain any needed license on commercially reasonable terms or at all, and
rights granted under any licenses may not be valid and enforceable. In the
future we could be subject to legal proceedings and claims from time to time in
the ordinary course of our business, including claims of alleged infringement
of trademarks and other intellectual property rights of third parties by us and
our licensees. Any such claims could have a material adverse effect on our
business, financial condition and operating results.


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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.


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


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We do not intend to pay dividends. We currently intend to retain any future earnings to
fund growth and, therefore, do not expect to pay any dividends to our
stockholders in the near future. Our bylaws provide for our indemnification of our
officers and directors. Our bylaws require that we indemnify and hold
harmless our officers and directors, to the fullest extent permitted by law,
from certain claims, liabilities and expenses under certain circumstances and
subject to certain limitations and the provisions of Delaware law. Under Delaware
law, a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, against expenses, attorney’s fees, judgments, fines and amounts
paid in settlement, actually and reasonably incurred by him in connection with
an action, suit or proceeding if the person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation. ITEM
1B. UNRESOLVED STAFF COMMENTS  There
are two comments letters that will be resolved with this filing.  ITEM 2. PROPERTIES The company has staff in its Punch TV offices in
Signal Hill California and in it’s main headquarters located in Winter Park
Florida. The company websites are hosted by Peer1 hosting.  ITEM
3. LEGAL PROCEEDINGS  We
are not engaged in any litigation, and we are unaware of any claims or
complaints that could result in future litigation. We will seek to minimize
disputes with our customers but recognize the inevitability of legal action in
today’s business environment as an unfortunate price of conducting business.  ITEM
4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS  No
matters were submitted to our security holders during the year ending December
31, 2012 that were not reported in a current report on Form 8-K.  PART II  ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES  Our
common stock is quoted on the OTC Markets (“OTCQB”) under the symbol “PNCH” for
the reporting period. Although we are listed on the OTCQB, there can be no
assurance that an active trading market for our stock will continue. Price
quotations on the exchange will reflect inter-dealer prices, without retail
mark-up, mark-down or commission, and may not represent actual transactions.  Should
a market continue for our shares, the trading price of the common stock is
likely to be highly volatile and could be subject to wide fluctuations in
response to factors such as actual or anticipated variations in quarterly
operating results, announcements of technological innovations, new sales
formats, or new services by us or our competitors, changes in financial
estimates by securities analysts, conditions or trends in Internet or
traditional retail markets, changes in the market valuations of other equipment
and furniture leasing service providers or accounting related business
services, announcements by us or ourcompetitors 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.


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Consequently,
future announcements concerning us or our competitors, litigation, or public
concerns as to the commercial value of one or more of our services may cause
the market price of our common stock to fluctuate substantially for reasons
which may be unrelated to operating results. These fluctuations, as well as
general economic, political and market conditions, may have a material adverse
effect on the market price of our common stock.  Cash
dividends have not been paid since inception. In the near future, we intend to
retain any earnings to finance the development and expansion of our business.
We do not anticipate paying any cash dividends on our common stock in the
foreseeable future. The declaration and payment of cash dividends by us are
subject to the discretion of our board of directors. Any future determination
to pay cash dividends will depend on our results of operations, financial
condition, capital requirements, contractual restrictions and other factors
deemed relevant at the time by the board of directors. We are not currently
subject to any contractual arrangements that restrict our ability to pay cash
dividends. At
the present time we have no outstanding options or warrants to purchase
securities convertible into common stock.  Price
Range of Common Stock Our Common Stock is quoted on the OTC Markets OTCQB
electronic quotation service under the symbol “PNCH” High*
 
 
 Low*Fiscal
  Year 2012First
  quarter ended March 31, 2012
 
 $
 .007
 
 
 $
 .001Second
  quarter ended June 30, 2012
 
 $
 .059
 
 
 $
 .002Third
  quarter ended September 30, 2012
 
 $
 .056
 
 
 $
 .007Fourth
  quarter ended December 31,2012
 
 $
 .009
 
 
 $
 .002Fiscal
  Year 2011First
  quarter ended March 31, 2011
 
 $
 .11
 
 
 $
 .028Second
  quarter ended June 30, 2011
 
 $
 .290
 
 
 $
 .032Third
  quarter ended September 30, 2011
 
 $
 .260
 
 
 $
 .013Fourth
  quarter ended December 31, 2011
 
 $
 .013
 
 
 $
 .001
  Approximate
Number of Equity Security Holders  On
December 31, 2012 the Company's common stock had a closing price quotation of
$.0027. As of April 12, 2013, there were approximately 259 certificate holders
of record of the Company’s common stock.  Dividends  We
have not declared or paid cash dividends on our common stock.  Stock
Option Grants  The
Company, pursuant to its 2010 Equity Compensation Plan, which has been approved
by the Company’s Board of Directors, as filed with the Securities and Exchange
Commission on February 26, 2010, will issue up to 25,000,000 shares of common
stock. The 2010 Equity Compensation Plan is hoped to further provide a method
whereby the Company’s current employees and officers and non-employee directors
and consultants may be stimulated and allow the Company to secure and
retain highly qualified employees, officers, directors and non-employee directors and consultants. No stock options have been issued as of December 31, 2012.


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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 31,2012 and 2011 and for the years then ended are derived from our audited financial statements included in this Annual Report on Form 10-K. All other selected financial data set forth below is derived from our audited financial statements not included in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of our results of operations to be expected in the future.  Selected Financial Information:For the Year EndedDec 31, 2012

   

   

   Dec 31, 2011(audited)

   

   

   (audited)Revenues

   

   $

   195,085

   

   $

   30,666Net Loss

   

   

   (6,219,281)

   

   

   (998,744)Earnings per share, basic and diluted

   

   

   (0.007)

   

   

   (0.025)Total Assets

   

   $

   2,887,036

   

   $

   263,796Total Liabilities

   

   

   788,661

   

   

   529,178Total Equity (Deficit)

   

   

   2,098,375

   

   

   (265,382)Working Capital

   

   

   (634,842

   )

   

   (275,470)
  ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.  Cautionary Notice Regarding Forward Looking Statements  The information contained in Item 7 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report. We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean

that the statement is not
forward-looking. These forward-looking statements are subject to certain risks
and uncertainties, including those discussed below. Our actual results,
performance or achievements could differ materially from historical results as
well as those expressed in, anticipated, or implied by these forward-looking
statements. We do not undertake any obligation to revise these forward-looking
statements to reflect any future events or circumstances.


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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
  Launched in October 2012, and through the
acquisition of Punch Television Network, the Company began airing its Fall
season of programs with approximately 70% of the programming being
original content.  The Punch TV Network earns revenues through selling
commercial time between its shows which air 24 hours a day, 7 days a week. Strategy The key elements in our Sales Strategy are centered
on market penetration and sales consistency. Market Penetration: Our initial plan is to have an active sales agent in
each of our listed markets. The best way to have knowledge of the individual
markets is to hire agents that have a strong familiarity of their selling area.
In our hiring practices we will be looking for agents that not only have B2B
sales experience but also know their market. As we build out our advertising
client base in each market, we will consolidate geographic areas as the markets
demand. We are looking at having sales agents in a minimum of 85% our selling
cities by the end of Q2 of 2013. Sales Process: Our agents will use a combination of phone and
face-to-face selling. Depending on the market that the agent is working, the
normal process will be to call for an appointment and then present our company
in that scheduled appointment. In some markets, the agents will be better
suited to prospect door to door if those markets are more tailored to that type
of selling. The bottom line is that making the calls and getting in front of
the decision makers will produce sales. To aid in client retention we intend to roll out our
customer service group by Q2 of 2013. The requirement of this group will be to
contact each client on a quarterly basis and give them new information on
upcoming changes with IC Places and to help bring value to their individual
adverting. The customer service group will pull up each site as they speak with
the clients and be available to make changes or recommendations on how to add
value to the information that is posted. They will also be attentive to the
clients’ concerns and use this information to be sure that we are properly
serving our clients’ needs to help with client retention. This group will also
aid in pulling some of the responsibilities from the sales agents so that they
will be able to remain focused on client accusation and not having to spend all
of their time on customer service issues. The head count for this group will be
adjusted to meet the needs of our company. Sales Tracking: We will require each of our agents to submit a sales
funnel on a bi-monthly basis. This funnel will include percentage of close
ratios, contact date and time and current and projected sales. The goal of this
report is to help in estimating future revenues and this report will also be
used as a tool for checks and balances for discrepancies with commissions or
evaluating work standards.Our agents will be using
our internet phone service for telephone prospecting and phone call reports
will be used to aid in tracking hours worked by individual agents. It will be
the combination of these two tools that will be used in evaluating agent’s
performance and standards.


---



Results of
Operations  For
the years ended December 31, 2012 and 2011.  Revenues  For
the years ended December 31, 2012 and 2011, we generated revenues of $195,082
and $30,666, respectively. Revenue was generated from advertising and increased
by the Company’s continuing efforts to develop programming internally.Launched in October 2012, Punch Television Network began
airing its Fall season of programs with approximately 70% of the programming being
original content.  The Network earns revenues through selling commercial
time between its shows which air 24 hours a day, 7 days a week.  Operating
Expenses  Operating
costs were incurred in the amount of $5,392,354 and $821,327, respectively. The
increase was attributable to stock-based compensation expenses of $4,913,738
compared to$616,598 in the prior year. Additionally, we have increased our
marketing expenses with the event of our first sales contract; we anticipate
greater viewership, therefore, will increase our advertisement placement costs
in the future. Administrative costs have also increased due to increased
activity of the Company.  Net
Loss  The
Company recognized net losses of $6,218,981and $998,744, respectively. At this
time, normal costs of public filing and increasing advertising efforts will
continue and it is not known when significant revenues will occur to off-set
these expenses.  Employment
Contracts  On
November 18, 2005 the Company entered into an employment agreement with Steven
Samblis to be our Chief Executive Officer. The agreement provided (1) the
issuance of 350 million shares of its common stock; (2) compensation to be 15%
of revenues; (3) included a provision to authorize the issuance of shares to
maintain majority of control; and (4) termination of agreement on November 18,
2025. On September 23, 2011, the Company entered into an employment
continuation commitment agreement with the Chief Executive Officer, who is the
majority shareholder, whereby the Company’s Board of Directors declared a
$250,000 amount payable for a five (5) year employment commitment. The amount
has been deferred and will be ratably expensed, as compensation, over the
length of the agreement.  On
July 10, 2012 the Company entered into an executive employment agreement with
Joseph Collins in the capacity as President and Co-Chairman of the Board of
Directors. The agreement provides for compensation of $200,000 per year upon
completion of capital raise of $3,000,000 and the immediate issuance of
150,000,000 common shares. Additional shares are to be issued on a progressive
level upon the successful raise of capital and additional incentive issuances
upon meeting certain business benchmarks.  Liquidity
and Capital Resources  The
Company is currently financing its operations primarily through convertible
debt and advances from the majority shareholder. These advances are being made
to supplement any cash generated by the operating revenue. We believe we can
currently satisfy our cash requirements for the next twelve months with our
current expected increase in revenue, and the expected capital to be raised in
private placement and sales of our common stock. Additionally, we will begin to
use our common stock as payment for certain obligations and secure work to be
performed. Management plans to increase revenue in order to sustain operations
for at least the next twelve months.  At
December 31, 2012, the Company did not have adequate cash resources to meet
current obligations. Management believes that financial support from the
majority shareholder to pay minimal and necessary incurred expense will allow
the Company tobenefit from advertising revenue
streams, currently in-place, to produce the anticipated cash flow necessary to support
operations.


---



At
December 31, 2012, the Company had negative working capital of approximately
$634,842 as compared to negative $275,470 at December 31, 2011. Working capital
as of both dates consisted entirely of cash, accounts receivable, and prepaid
expenses, net of current liabilities.  At
December 31, 2012, the Company has minimal cash, increasing accrued
liabilities, negligible revenues, and a history of operating losses. Absent an
outside capital infusion, the Company will seek funding from traditional
banking and other private sources. There are no assurances that any manner of
securities offering (debt or equity) will be successful, and the Company’s
revenues are inadequate to provide for the growth projected in this filing. We
may be reliant on additional shareholder contributions, including from
management, to continue operations. We are hopeful that the market awareness
and financial transparency afforded through becoming a reporting company will
assist us in procuring additional investment capital or loans.  As
reflected in the audited financial statements, as of December 31, 2012, our
auditor’s report included an explanatory paragraph concerns that raise
substantial doubt about the Company’s ability to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the
Company's ability to become profitable and or attain funding through additional
sale of common stock or debt financing. The unaudited financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.   Off-Balance
Sheet Arrangements  We
have no off-balance sheet arrangements.  Management
Consideration of Alternative Business Strategies  In
order to continue to protect and increase shareholder value management believes
that it may, from time to time, consider alternative management strategies to
create value for the company or additional revenues. Strategies to be reviewed
may include acquisitions; roll-ups; strategic alliances; joint ventures on
large projects; issuing common stock as compensation in lieu of cash; and/or
mergers. Management
will only consider these options where it believes the result would be to
increase shareholder value while continuing the viability of the company. At
the current time, there have been no planned commitments to any independent
considerations mentioned above.  Subsequent
Events  The
Company has issued 136,690,910 common shares in connection with its convertible
notes.  The shares were valued at $144,000 at an average price of $.00078 per
share.  Related interest on the notes is $6,360.  Critical
Accounting Policies  The
Company’s significant accounting policies are presented in the Company’s notes
to financial statements for the period ended December 31,2012 and 2011, which
are contained in this filing, the Company’s 2011 Annual Report on Form 10-K.
The significant accounting policies that are most critical and aid in fully
understanding and evaluating the reported financial results include the
following:  The
Company prepares its financial statements in conformity with generally accepted
accounting principles in the United States of America. These principals require
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Management believes that these
estimates are reasonable and have been discussed with the Board of Directors;
however, actual results could differ from those estimates.  Accounts
receivable consist of amounts due for advertising, based on referral
agreements. Advertising revenue is recognized when businesses place
advertisements on the IC Places website or through banner ads or upon a
customer's purchase of partner offerings originated from links through the
company website. An allowance for doubtful accounts is considered to beestablished for any amounts that may not be recoverable,
which is based on an analysis of the Company’s customer credit worthiness, and
current economic trends. Based on management’s review of accounts receivable,
no allowance for doubtful accounts was considered necessary. Receivables are
determined to be past due, based on payment terms of original invoices. The
Company does not typically charge interest on past due receivables.


---



Long-lived
assets such as property, equipment and identifiable intangibles are reviewed
for impairment whenever facts and circumstances indicate that the carrying
value may not be recoverable. When required impairment losses on assets to be
held and used are recognized based on the fair value of the asset. The fair
value is determined based on estimates of future cash flows, market value of
similar assets, if available, or independent appraisals, if required. If the
carrying amount of the long-lived asset is not recoverable from its
undiscounted cash flows, an impairment loss is recognized for the difference
between the carrying amount and fair value of the asset. When fair values are
not available, the Company estimates fair value using the expected future cash
flows discounted at a rate commensurate with the risk associated with the
recovery of the assets. We did not recognize any impairment losses for any
periods presented.  Recent
Accounting Pronouncements  The
Financial Accounting Standards Board and other standard-setting bodies issued
new or modifications to, or interpretations of, existing accounting standards
during the year. The Company has carefully considered the new pronouncements
that alter previous generally accepted accounting principles and does not
believe that any new or modified principles will have a material impact on the
corporation’s reported financial position or operations in the near term. These
recently issued pronouncements have been addressed in the footnotes to the
financial statements included in this filing.  ITEM
7A. QUANTITATIVE AND QUALITIATIVE DISCLOSURES ABOUT MARKET RISK  We
are a Smaller Reporting Company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.   ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  Financial Statements IC Punch Media, Inc. (Previously a Development Stage Company) As of December 31, 2012 and 2011  Contents Financial
  Statements:Report
  of Independent Registered Public Accounting Firm
 F-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


---



2451 N. McMullen Booth Road
  Suite.308
  Clearwater, FL 33759
  
  855.334.0934 Toll free
  Report of Independent Registered Public
Accounting Firm  Board
of Directors IC
Places, Inc. Orlando,
FL  We
have audited the accompanying balance sheets of IC Places, Inc. (formerly a development
stage company)as
of December 31, 2012 and 2011 and the related statements of operations,
stockholders’ equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audit.  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required at this time, to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal controls
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provided a reasonable basis for our opinion.  In
our opinion, based on our audit, the financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 2012 and 2011and the results of its operations and its cash
flows for the years ended December 31, 2012 and 2011 in conformity with
accounting principles generally accepted in the United States of America.  The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 4 to the financial
statements, the Company has incurred recurring net losses, resulting in
negative cash flows from operations and negative working capital. There are
limited financial assets in which to satisfy any future cash requirements.
These conditions raise substantial doubt about the Company’s ability to continue
as a going concern. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.  /s/
DKM Certified Public Accountants  DKM
Certified Public Accountants f/k/a
Drake & Klein CPAs Clearwater,
Florida April
15, 2013


---



IC Punch Media, Inc.Balance SheetDecember 31, 2012
 
 December 31, 2011Current
  AssetsCash
 $
 1,121
 $
 2,316Accounts
  Receivable
 
 6,688
 
 2,225Prepaid
  Expenses
 
 146,010
 
 249,167Total
  Current Assets
 
 153,819
 
 253,708Property
  and Equipment
 
 1,466,121
 
 43,966Accumulated
  Depreciation
 
 (124,286)
 
 (33,878)1,341,835
 
 10,088Intangible
  Assets
 
 1,391,382
 
 -Total
  Assets
 $
 2,887,036
 $
 263,796Liabilities
  and Stockholders' Equity(Deficit)Current
  LiabilitiesBank
  Overdraft
 $
 8,256
 $
 -Accrued
  Liabilities
 
 72,493
 
 31,260Convertible
  Note Payable
 
 279,355
 
 353,208Derivative
  Liability
 
 399,566
 
 94,697Advances
  from Stockholder
 
 28,991
 
 50,013Total
  Current Liabilities
 
 788,661
 
 529,178Stockholders'
  Equity(Deficit)Preferred
  stock, $0.0001 par value500,000,000 shares authorized, 0 and 0 issued
 
 
 -
 
 -Common
  Stock, $.00001 par value;4,000,000,000
  shares authorized;1,284,452,249
  and 335,108,685 shares outstanding
 
 12,845
 
 3,351Additional
  Paid In Capital
 
 10,423,981
 
 1,882,935Unearned
  Stock Based Compensation
 
 (2,710)
 
 (35,208)Accumulated
  Deficit
 
 (8,335,741)
 
 (2,116,460)Total
  Stockholders' Deficit
 
 2,098,375
 
 (265,382)Total
  Liabilities and Stockholders' Equity(Deficit)
 $
 2,887,036
 $
 263,796The accompanying notes are an
  integral part of these financial statements


---



IC
  Punch Media, Inc.
  Statement
  of OperationsFor the Year EndedDec 31, 2012
 
 Dec 31, 2011Revenues
 $
 195,082
 $
 30,666Cost
  of Sales
 
 224,881
 
 -Gross
  Profit
 
 (29,799)
 
 30,666Operating
  Expenses :Programmer
  and production expenses
 
 -
 
 47,295Advertising
  and promotion
 
 23,761
 
 5,976Selling
  expense
 
 -
 
 53,703Professional
  fees
 
 45,420
 
 38,036Communications
 
 5,625
 
 7,578Administrative
 
 389,023
 
 41,270Stock-based
  compensation
 
 4,781,000
 
 616,598Depreciation
  & Amortization
 
 147,525
 
 10,871total
  operating expenses
 
 5,392,354
 
 821,327Operating
  Loss
 
 (5,422,153)
 
 (790,661)Other
  Income (Expense):Interest
 
 (329,060)
 
 (32,112)Change
  in derivative and beneficial conversion
 
 (487,110)
 
 (175,971)Settlement
  of Debts
 
 19,042
 
 -(797,128)
 
 (208,083)Net
  Loss before Income Taxes
 
 (6,219,281)
 
 (998,744)Income
  Tax Provision (Benefit)
 
 -
 
 -Net
  Loss
 $
 (6,219,281)
 $
 (998,744)Earnings
  per share, basic and diluted
 $
 (0.007)
 $
 (0.025)Weighted
  average shares outstanding
 
 871,864,529
 
 39,675,977The accompanying notes are an integral
  part of these financial statements


---



IC Punch Media, Inc.Statement of Stockholders' DeficitAdditional
 
 Unearned
 
 
 
 TotalCapital Stock
 
 Paid In
 
 Stock
 
 Accumulated
 
 Stockholders'Shares *
 
 Par Value
 
 Capital
 
 Compensation
 
 Deficit
 
 DeficitBalance,
  December 31, 2010
 
 16,959,147
 
 170
 
 1,115,331
 
 (136,307)
 
 (1,117,716)
 
 (138,522)Shares
  issued, in advance of service period
 1
 1,000,000
 
 10
 
 64,990
 
 (65,000)
 
 
 
 -Deferred
  stock compensation earned in period
 
 
 
 
 
 166,099
 
 
 
 166,099Shares
  issued for services:
 
 199,338,095
 
 1,993
 
 400,007
 
 
 
 
 
 402,000Debt
  and accrued interest converted to shares
 
 117,811,441
 
 1,1178
 
 302,607
 
 
 
 
 
 303,785Net
  Loss, December 31, 2011
 
 
 
 
 
 
 
 
 
 (998,744)
 
 (998,744)Balance,
  December 31,2011
 
 335,108,685
 $
 3,351
 $
 1,882,935
 $
 (35,208)
 $
 (2,116,460)
 $
 (265,382)Deferred
  stock compensation earned in period
 
 
 
 
 
 32,498
 
 
 
 32,498Debt
  and accrued interest converted to shares
 
 489,550,460,
 
 4,896
 
 896,144
 
 
 
 
 
 901,040Shares
  issued for acquisition of assets:
 
 135,000,000
 
 1,350
 
 2,847,150
 
 
 
 
 
 2,848,500Shares
  issued for compensation and services:
 
 251,000,000
 
 2,510
 
 4,778,490
 
 
 
 
 
 4,781,000Shares
  issued for retirement of debt:
 
 73,793,106
 
 738
 
 19,262
 
 
 
 
 
 20,000Net
  Loss, December 31, 2012
 
 
 
 
 
 
 
 
 
 (6,219,281)
 
 (6,219,281)Balance,
  December 31,2012
 
 1,284,452,249
 $
 12,845
 $
 10,423,981
 $
 (2,710)
 $
 (8,335,741)
 $
 2,098,375.The accompanying notes are an
  integral part of these financial statements


---



IC Punch Media, Inc.Statement of Cash FlowsDec 31, 2012
 
 Dec 31, 2011Cash
  Flows from Operating Activities:Net
  Loss from Operations
 $
 (6,219,281)
 $
 (998,744)Adjustments
  to reconcile net loss to meet cash provided by operating activities:Depreciation
 
 147,525
 
 10,871Stock
  Based Compensation
 
 4,781,000
 
 616,598Stock
  Based Payments for Rents
 
 -
 
 15,416Change
  in Derivative
 
 487,110
 
 159,418Amortization
  of finance costs
 
 329,0602
 
 -Beneficial
  conversion
 
 58,400
 
 -Settlement
  of debts
 
 (19,042)
 
 -Decreases
  (increases) in assets and liabilities:Prepaid
  Expenses
 
 103,157
 
 -Accounts
  Receivable
 
 (4,463)
 
 (125)Accrued
  Liabilities
 
 49,489
 
 13,407Net
  cash (used in) provided by operations
 
 (287,045)
 
 (183,159)Cash
  Flows from Investing Activities:Capital
  Expenditures
 
 (22,155)
 
 (13,726)Net
  cash provided by (used in) investing activities
 
 (22,155)
 
 (13,726)Cash
  Flows from Financing Activities:Proceeds
  from notes and loans
 
 374,000
 
 251,500Stockholder
  advances, proceeds
 
 121,913
 
 28,863Stockholder
  advances, repayments
 
 (189,941)
 
 (81,162)Deferred
  financing costs
 
 2,033
 
 -Net
  cash provided by (used in) financing activities
 
 308,005
 
 199,201Net
  Increase (Decrease) in Cash
 
 (1,195)
 
 2,316Cash,
  beginning of year
 
 2,316
 
 -Cash,
  ending
 $
 1,121
 $
 2,316Supplemental
  Cash Flows:Cash
  paid for interest
 $
 -
 $
 -Cash
  paid for taxes
 $
 -
 $
 -Non
  Cash DisclosuresLong-term
  lease paid with stock
 $
 -
 $
 -Conversion
  of debt to equity
 $
 370,500
 $
 303,785Conversion
  of shareholder debt to equity
 $
 20,000
 $
 -Conversion
  of shareholder debt to note
 $
 -
 $
 250,000Acquisition
  of assets
 $
 2,848,500
 $
 -`


---



IC Punch Media, Inc. (Previously a Development Stage Company) Notes to the Financial Statements December 31, 2012 (audited)  1.Background
Information  IC
Places, Inc. ("The Company") was formed on March 18, 2005 as a
Delaware Corporation and is based in Celebration, Florida. On October 12, 2012,
the Company changed its name to IC Punch Media, Inc. The Company engages in the
ownership and operation of a network of city-based websites for use by business
and vacation travelers as well as local individuals. The Company’s websites
provide local information about hotels, restaurant dining, golf courses,
discount event tickets, discount car rentals, discount airfare, and attraction
tickets.  IC
Place's offers marketing tools and expertise to advertisers that combine the
quality and power of Flash video, interactive features, the ability to update
their information and add special events immediately and as frequently as
desired. The IC Places websites also incorporate the most comprehensive online
tracking and reporting capabilities. This dramatically enhances the impact and
effectiveness of any ad campaign.  On
July 10, 2012, IC Places, Inc. (“the Company” or “Buyer”) entered into an Asset
Purchase Agreement with Punch Television Network (“Punch”, “Seller”). Through
the agreement, the Buyer has acquire substantially all of the assets, tangible
and intangible, owned by Seller that are used in, or necessary for the conduct
of, its Television Network business, including, without limitation: (i) the
Station Licenses, subject to any obligations contained in disclosed license
agreements and all related intellectual property; (ii) the fixed assets of
Seller; (iii) any and all customer lists; and (iv) the goodwill associated
therewith, all free and clear of any security interests, mortgages or other
encumbrances. The aggregate consideration for the assets and business was
135,000,000 shares of restricted common shares of PNCH Stock.  Punch
TV is an African American network that includes new programming. Punch TV
Network differs from current “African American” television that uses
research-driven approaches to target African Americans audiences; Punch TV was
designed to deliver entertainment to multicultural audiences. Punch TV
represents a Multi-Media experience that satisfies and excites viewers.  Targeting its audiences based upon psychographics and not
merely demographics,Punch TV
Network can be seen throughout 24 cities and 24 million TV homes.  2.
Summary of Significant Accounting Policies  The
significant accounting policies followed are:  Basis
of Presentation The
Company prepares its financial statements in conformity with generally accepted
accounting principles in the United States of America. These principals require
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Management believes that these estimates
are reasonable and have been discussed with the Board of Directors; however,
actual results could differ from those estimates.  Effective
January 1, 2008, the Company adopted FASB ASC 820, “Fair Value
Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured
at fair value on a recurring basis. ASC 820 establishes a common definition for
fair value to be applied to existing generally accepted accounting principles
that require the use of fair value measurements establishes a framework for
measuring fair value and expands disclosure about such fair value measurements.
The adoption of ASC 820 did not have an impact on the Company’s financial
position or operating results, but did expand certain disclosures. 
 Fair
Value Measurement ASC
820 defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Additionally, ASC 820 requires the use of
valuationtechniques 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, Credit and Revenue Recognition Accounts
receivable consist of amounts due for advertising. Advertising revenue is
recognized when businesses place advertisements on the IC Places website or
through banner ads or upon a customer's purchase of partner offerings
originated from links through the company website. Punch Television records and
recognizes revenue when advertisements are aired through their websites. An
allowance for doubtful accounts is considered to be established for any amounts
that may not be recoverable, which is based on an analysis of the Company’s
customer credit worthiness, and current economic trends. Based on management’s
review of accounts receivable, no allowance for doubtful accounts was
considered necessary. Receivables are determined to be past due, based on
payment terms of original invoices. The Company does not typically charge
interest on past due receivables.  Property
and Equipment Property
and equipment is stated at cost. Depreciation is computed by the straight-line
method over estimated useful lives (3-7 years). The carrying amount of all
long-lived assets is evaluated periodically to determine if adjustment to the
depreciation and amortization period or the unamortized balance is warranted.
Based upon its most recent analysis, the Company believes that no impairment of
property and equipment existed at December 31, 2012.  Long-lived
assets such as property, equipment and identifiable intangibles are reviewed
for impairment whenever facts and circumstances indicate that the carrying
value may not be recoverable. When required impairment losses on assets to be
held and used are recognized based on the fair value of the asset. The fair
value is determined based on estimates of future cash flows, market value of
similar assets, if available, or independent appraisals, if required. If the
carrying amount of the long-lived asset is not recoverable from its
undiscounted cash flows, an impairment loss is recognized for the difference between
the carrying amount and fair value of the asset. When fair values are not
available, the Company estimates fair value using the expected future cash
flows discounted at a rate that commensurate with the risk associated with the
recovery of the assets. We did not recognize any impairment losses for any
periods presented.  Share-based
Compensation All
share-based payments to employees, including grants of employee stock options
to be recognized as compensation expense in the financial statements based on
their fair values. That expense is recognized over the period during which an
employee is required to provide services in exchange for the award, known as
the requisite service period (usually the vesting period). The Company had no
common stock options or common stock equivalents granted or outstanding for all
periods presented.  Advertising
Costs The
costs of advertising are expensed as incurred. Advertising expense was $23,761
and $5,976 for the twelve months ended December 31, 2012 and 2011, respectively.  Income
Taxes


---



The Company accounts for income taxes under the
liability method. This method provides that deferred tax assets and liabilities
are recorded based on the differences between the tax basis of assets and
liabilities and their carrying amounts for financial reporting purpose,
referred to as temporary differences. Deferred tax assets and liabilities at
the end of each period are determined using the currently enacted tax rates
applied to taxable income in the periods in which the deferred tax assets and
liabilities are expected to be settled or realized.  Earnings
(Loss) Per Share Basic
earnings (loss) per share calculations are determined by dividing net income
(loss) by the weighted average number of shares outstanding during the year.
Diluted earnings (loss) per share calculations are determined by dividing net
income (loss) by the weighted average number of shares. There are no options or
warrants outstanding, however, convertible notes payable are considered to be
common stock equivalents, at the date of their maturity (when available to
convert). As of December 31, 2012 and 2011, there are potential share
equivalents based on conversion options associated with our debt instruments
(approximately 90,870,000 potential shares), however, due to net operating
losses sustained anti-dilution issues are not applicable.  3.
Previously a Development Stage Enterprise  The
Company was considered to be in development stage since its formation on March
18, 2005 through December 31, 2011. Through December 31, 2011, the Company had
been primarily engaged in developing an internet portal website and raising
capital to carry out its business plan. The Company, through its service
offerings, has established a recurring base of business and has acquired
agreements which will generate additional advertising revenue. Additionally,
the Company has advanced its business plan of expansion, through the
acquisition of Punch TV. The Company may continue to incur operating losses and
to generate negative cash flow from operating activities while it advances its
customer base and establishes itself in the marketplace and also, through Punch
TV, develop its programming schedules and broadcast channels. The Company's
ability to eliminate operating losses and to generate positive cash flow from
operations in the future will depend upon a variety of factors, many of which
it is unable to control. The Company is requiring additional capital and will
allocate substantial revenues generated towards advertising and branding of its
media business lines. The Company anticipates generating adequate revenues to
cover its operating expenses, however, may not be able to eliminate operating
losses, generate positive cash flow, or achieve or sustain profitability, which
would materially adversely affect its business, operations, and financial
results, as well as its ability to make payments on any obligations it may
incur.  4.
Going Concern  The
accompanying unaudited financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern.  The
Company incurred a net loss for the twelve months ended December 31, 2012. As
of December 31, 2012 the Company had minimal cash with which to satisfy any
future cash requirements. These conditions raise substantial doubt about the
Company’s ability to continue as a going concern. The Company depends upon
capital to be derived from future financing activities such as subsequent
offerings of its common stock or debt financing in order to operate and grow
the business. There can be no assurance that the Company will be successful in
raising such capital. The key factors that are not within the Company's control
and that may have a direct bearing on operating results include, but are not
limited to, acceptance of the Company's business plan, the ability to raise
capital in the future, the ability to expand its customer base, and the ability
to hire key employees to build and maintain websites and to provide services
and support to its customers and users. There may be other risks and
circumstances that management may be unable to predict. 
 The
unaudited financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.  5.
Recently Issued Accounting Pronouncements  Except
for rules and interpretive releases of the SEC under authority of federal
securities laws and a limited number of grandfathered standards, the FASB
Accounting Standards 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 andreleases
and believes any effect will not have a material impact on the Company's
present or future consolidated financial statements.


---



6. Asset
acquisition  On
July 10, 2012 IC Punch Media, Inc. (“the Company” or “Buyer”) entered into an
Asset Purchase Agreement with Punch Television Network (“Punch”, “Seller”).
Through the agreement, the Buyer has acquire substantially all of the assets,
tangible and intangible, owned by Seller that are used in, or necessary for the
conduct of, its Television Network business, including, without limitation: (i)
the Station Licenses, subject to any obligations contained in disclosed license
agreements and all related intellectual property; (ii) the fixed assets of
Seller; (iii) any and all customer lists; and (iv) the goodwill associated
therewith, all free and clear of any security interests, mortgages or other
encumbrances. The aggregate consideration for the assets and business was
135,000,000 shares of restricted common shares of PNCH Stock.  Assets
acquired are as follows:  Tangible
  assetsFilm
  Library
 
 $
 650,000Software
  and broadcast equipment
 
 
 757,118Total Tangible assets
 
 
 1,407,118Intangible
  assetsAffiliate
  agreements
 
 
 750,000Program
  licenses
 
 
 300,000Goodwill
 
 
 391,382Total intangible assets
 
 
 1,441,382Total assets acquired
 
 $
 2,848,500Consideration
  givenCommon
  stock
 
 $
 2,848,500
   7.
Property and Equipment  December 31, 2012
 
 
 December 31, 2011(unaudited)
 
 
 (audited)Office
  Furniture
 
 $
 10,571
 
 $
 229Film
  Library
 
 
 650,000
 
 
 -Satellite
  Equipment
 
 
 18,000
 
 
 -Computer
  Equipment
 
 
 517,983
 
 
 3,928Software
 
 
 269,567
 
 
 39,8091,466,121
 
 
 43,966Less
  accumulated depreciation
 
 
 (124,285)
 
 
 33,878Property
  and equipment, net
 
 $
 1,341,836
 
 $
 10,088
   Depreciation
of equipment was $97,317 and $10,871 for the twelve months ended December 31,
2012 and 2011, respectively.  8.
Intangible Properties


---



December 31, 2012
 
 
 December 31, 2011(unaudited)
 
 
 (audited)Amortizable
  intangiblesAffiliate licenses
 
 
 750,000
 
 
 -Programming licesnes
 
 
 300,000
 
 
 -Total amortizable assets
 
 
 1,050,000
 
 
 -Accumulated amortization
 
 
 50,000
 
 
 -1,000,000
 
 
 -Goodwill
 
 
 391,382
 
 
 -Intangible
  assets, net
 
 $
 1,391,382
 
 $
 -
    Amortization
expense was $50,000 and $0 for the twelve month periods ended December 31, 2012
and 2011, respectively on useful lives of 2- 7 years..  9.
Convertible Notes Payable  Notes
payable consist of the following convertible notes (further described below): 
   December
  31, 2012
 
 
 December
  31, 2011(audited)
 
 
 (audited)Convertible
  notes payable: a series of notes have been issued at various times with
  identical terms: maturity within 9 months; interest rate at 8%; convertible
  at 50-65% discount to trading fair market value; convertible at option of
  holder
 
 $
 211,500
 
 $
 209,000Convertible
  demand note payable, dated September 23, 2011, no maturity date, 2% interest
  rate, convertible at 50% discount to trading price at time of demand
 
 
 155,600
 
 
 163,000Debt discount
 
 
 (82,701)
 
 
 (11,539)Deferred
  financing costs
 
 
 (5,044)
 
 
 (7,253)279,355
 
 
 353,208Long-term
  portion of convertible debt
 
 
 --
 
 
 --Current
  portion of convertible debt
 
 $
 279,355
 
 $
 353,208
   Convertible
Notes Payable  The
Company receives proceeds, at various dates, from an unrelated third party in
exchange for a series of convertible promissory notes at an annual interest
rate of 8% on any unpaid principal and a maturity date of nine months from the
date of funding. A penalty interest rate will be in effect for any amount of
principal or interest which is not paid when due shall bear interest at the
rate of twenty two percent (22%) per annum from the due date.  The
note is convertible at the option of the holder at any time during the lending
period. The note is convertible into common stock at a discounted conversion
price from the calculated average of the lowest three trading prices for the
common stock during the ten trading day period prior to the date of the conversion
notification. The holder has converted a portion of these notes in satisfaction
of the amounts due. During the twelve month period ended December 31, 2012,
notes with a face value of $316,800 were converted into 426,565,385 shares of
common stock.


---



The
debt conversion was recorded at the fair market value of the stock, at an
average price of $.00074. The difference in the calculated issue price, per the
agreed terms listed above, and the fair market value of the shares resulted in
recognition of $487,110 as an expense of the conversion, included as a change
in derivative. The Company currently reports the amount due, under these
convertible notes net of unamortized discounts and financing costs (amortized
to interest expense over the term of each note) associated with origination
fees and the beneficial conversions resulting from the terms of the installment
funding.  The
Company has recognized the derivative liability associated with these agreements
and has revalued the beneficial conversion feature, classifying as a derivative
liability. As of December 31, 2012 and December 31, 2011, the derivative
liability was calculated to be $399,566 and $94,697, respectively.  The
derivative valuation resulted from calculation using an option pricing method
for the conversion feature of the note payable. The following assumptions were
used in our calculation:  Weighted
  Average:Stock Price
 
 $.0100Strike Price
 
 $.0030Dividend rate
 
 0.0%Risk-free
  interest rate
 
 .12%Expected lives
  (years)
 
 .5
  yearsExpected price
  volatility
 
 345.01%Forfeiture Rate
 
 0.0%
   Convertible
Demand Notes Payable  On
September 23, 2011, the Company entered into an arrangement with a lender
whereby the Company assigned certain debt due the majority shareholder, in the
amount of $250,000, secured by a five (5) year employment agreement (see
related party footnote). The note is convertible into shares of the Company
stock, at the demand of the lender. The convertible note is interest bearing at
2% per annum, there are no repayment terms. Terms of conversion define the
stock price as at a 50% discount to the stock price defined as the average
three deep bids on the day of funding. For the twelve months ended December 31,
2012 we issued 62,985,075 shares valued at $58,400 in satisfaction of payments.
Payments resulted in the recognition of a beneficial conversion, at the time of
the issuance, of $58,400 and $78,000 for the twelve month periods ended
December 31, 2012 and 2011, respectively. The remaining balance on this
convertible note payable is $155,600 and $214,000 as of December 31, 2012 and
December 31, 2011, respectively.  10.
Income Tax  The
Company has not recognized an income tax benefit based on uncertainties
concerning its ability to generate taxable income in future periods. The tax
benefit for the current period presented is offset by a valuation allowance
(100%) established against deferred tax assets arising from operating losses
and other temporary differences, the realization of which could not be
considered more likely than not. In future periods, tax benefits and related
deferred tax assets will be recognized when management considers realization of
such amounts to be more likely than not.  2012
 
 
 2011Expected
  statutory rate
 
 
 34.0
 %
 
 
 34.0
 %State
  Income tax rate, net of federal benefit
 
 
 3.6
 %
 
 
 3.6
 %Permanent
  Differences
 
 
 0.0
 %
 
 
 0.0
 %Temporary
  Differences
 
 
 0.0
 %
 
 
 0.0
 %Valuation
  Allowance
 
 
 (37.6
 )
 
 
 (37.6
 )0.0
 %
 
 
 0.0
 %


---



Deferred income taxes are the
result of timing differences between book and tax basis of certain assets and
liabilities, timing of income and expense recognition of certain items and net operating
loss carry-forwards.  The
Company assesses temporary differences resulting from different treatments of
items for tax and accounting purposes. These differences result in deferred tax
assets and liabilities, which are recorded in our balance sheets. The Company
evaluates the realizability of its deferred tax assets and assesses the need
for a valuation allowance on an ongoing basis. In evaluating its deferred tax
assets, the Company considers whether it is more likely than not that the
deferred income tax assets will be realized. The ultimate realization of
deferred tax assets depends upon generating sufficient future taxable income
prior to the expiration of the tax attributes.  In assessing the need
for a valuation allowance the Company must project future levels of taxable
income. This assessment requires significant judgment. The Company examined the
evidence related to a recent history of tax losses, the economic conditions in
which it operates recent organizational changes, its forecasts and projections.
The Company therefore has recorded a valuation allowance against all deferred
tax assets as of December 31, 2012 and 2011.  The
following is a schedule of the deferred tax assets and liabilities as of
December 31, 2012 and 2011:  December 31,2012
 
 
 2011Deferred
  Tax AssetsNet
  Operating Losses
 
 $
 813,600
 
 
 $
 277,100Stock
  based compensation
 
 
 2,295,600
 
 
 
 512,300Less
  valuation allowance
 
 
 (3,109,200)
 
 
 
 (789,400)-
 
 
 
 -Deferred
  Tax LiabilitiesTotal
  Deferred Tax Assets (Liabilities)
 
 $
 -
 
 
 $
 -Net
  Deferred Tax Asset (Liabilities)
 
 $
 -
 
 
 $
 -
  Under
the Internal Revenue Code of 1986, as amended,, net operating losses can be
carried forward for twenty years.   As of December 31, 2011 the
Company has net operating loss carry forwards of approximately $2,200,000. 
These losses begin to expire in 2025.  The
Company is currently open to audit under the statute of limitations by the
Internal Revenue Service for the years ending December 31, 2008 through
2011. The Company state income tax returns are open to audit under the statute
of limitations for the years ending December 31, 2008 through 2011.  The
Company recognizes interest and penalties related to income taxes in income tax
expense. The Company had incurred no penalties and interest for the years ended
December 31, 2012 and 2011.   11.
Equity  Four
billion (4,000,000,000) shares of common stock are authorized by the company’s
Amended Articles of Incorporation filed within the State of Delaware, at par
value $.00001. Shares
issued to consultants during period in advance of services (unearned) to be
provided have been charged to a contra-equity account and will be ratably
expensed, over the requisite service period, as the services are rendered. The
Company, pursuant to its 2010 Equity Compensation Plan, which has been approved
by the Company’s Board of Directors, as filed with the Securities and Exchange
Commission on February 26, 2010, will issue up to 25,000,000 shares of common
stock. The 2010 Equity Compensation Plan is hoped to further provide a method
whereby the Company’s current employees and officers and non-employee directors
and consultants may be stimulated and allow the Company to secure and retain
highly qualified employees, officers, directors and non-employee directors and
consultants.  On
October 31, 2012, the Company’s Board of Directors approved the amendment of
the Company’s Certificate of Incorporation to change the Company’s name to IC
Punch Media, Inc. and to provide for a class of “blank check” preferred
stock.  The Company also authorized five hundred million (500,000,000)
shares of preferred stock, par value $.000001.  The Board of Directors is
expressly vested with the authority to divide any or all of the Preferred Stock
into series in addition tothose set forth below
and to fix and determine the relative rights and preferences of the shares of
each series so established, provided, however, that the rights and
preferences of various series may vary only with respect to:


---



the
     rate of dividend;
 whether
     the shares may be called and, if so, the call price and the terms and
     conditions of call;
 the
     amount  payable upon the shares in the event of voluntary and
     involuntary liquidation;
 sinking
     fund provisions, if any, for the call or redemption of the shares;
 the
     terms and conditions, if any, on which the shares may be converted;
 voting
     rights; and
 whether
     the shares will be cumulative,  noncumulative, or partially
     cumulative as to dividends and the dates from which any cumulative
     dividends are to accumulate.   12.
Related Party Transactions  Advances
and Loans from Shareholder  The
majority shareholder has advanced funds, since inception, for the purpose of
financing working capital and product development. As of December 31, 2012 and
December 31, 2011, these advances amounted to $28,991 and $50,013,
respectively. There are no formalized agreement or repayment terms to this
advance and the amount is payable upon demand. In the absence of a formal
agreement or stated interest rate, the Company is accruing interest at a
minimal variable rate, currently 3%. Management will periodically adjust the
rate recognized, following guidelines of applicable federal rates of interest.  Employment
Contracts  On
November 18, 2005 the Company entered into an employment agreement with Steven
Samblis to be our Chief Executive Officer. The agreement provided (1) the
issuance of 350 million shares of its common stock; (2) compensation to be 15%
of revenues; (3) included a provision to authorize the issuance of shares to
maintain majority of control; and (4) termination of agreement on November 18,
2025. On September 23, 2011, the Company entered into an employment
continuation commitment agreement with the Chief Executive Officer, who is the
majority shareholder, whereby the Company’s Board of Directors declared a $250,000
amount payable for a five (5) year employment commitment. The amount has been
deferred and will be ratably expensed, as compensation, over the length of the
agreement.  On
July 10, 2012 the Company entered into an executive employment agreement with Joseph
Collins in the capacity as President and Co-Chairman of the Board of Directors.
The agreement provides for compensation of $200,000 per year upon completion of
capital raise of $3,000,000 and the immediate issuance of 150,000,000 common
shares. Additional shares are to be issued on a progressive level upon the
successful raise of capital and additional incentive issuances upon meeting
certain business benchmarks.  General
Disclosures  We
depend on our sole officer and director, to provide the Company with the
necessary funds to implement our business plan, as necessary. The Company does
not have a funding commitment from him or any written agreement for our future
required cash needs.  The
amounts and terms of the above transactions may not necessarily be indicative
of the amounts and terms that would have been incurred had comparable
transactions been entered into with independent third parties.  13.
Commitments and Contingencies  The
Company has entered into agreement for office and studio space for a six year
period, beginning in January 2010 and expiring in December 2015.  Future
minimum lease payments for the years ended December 31:


---



2012

   

   

   2,9252013

   

   

   2,9172014

   

   

   2,9172015

   

   

   2,917thereafter

   

   

   --$

   11,675
   From time to time the Company may be a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.  14. Subsequent events  Subsequent to December 31, 2012, the Company issued 136,690,910 shares of common stock for the settlement of convertible debt.  Management has considered all events subsequent to the balance sheet through the date that these financial statements were available, which is the date of our filing with the SEC.    ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  We have engaged DKM Certified Public Accountants (formerly Randall N. Drake, C.P.A.), ("DKM") as our independent auditor. On January 1, 2012, the audit firm of Randall N. Drake CPA, P.A. changed its name to Drake & Klein CPAs. The change was reported to the PCAOB as a change of name. This is not a change of auditors for the Company. On December 17, 2012, the audit firm of Drake & Klein CPAs changed its name to DKM Certified Public Accountants.  The change was reported to the PCAOB as a change of name.  This is not a change of auditors for the Company.  We have not had any disagreements with DKM on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, in connection with its reports.  ITEM 9A. CONTROLS AND PROCEDURES  Evaluation of Disclosure Controls and Procedures  The Company’s Chief Executive Officer and acting Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the fiscal period ending December 31, 2012 covered by this Annual Report on Form 10-K. Based upon such evaluation, the Chief Executive Officer and acting Chief Financial Officer has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This conclusion by the Company’s Chief Executive Officer and acting Chief Financial Officer does not relate to reporting periods after December 31, 2012.  Management’s Report on Internal Control Over Financial Reporting  Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process

designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting principles
generally accepted in the United States of America.




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



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



Management,
under the supervision of the Company’s Chief Executive Officer and acting Chief
Financial Officer, conducted an evaluation of the effectiveness of internal
control over financial reporting based on the framework 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, 2012 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, 2012, that materially affected, or is
reasonably likely to materially affect, the Company’s internal control over
financial reporting.



ITEM
9B. OTHER INFORMATION



None.



PART III

ITEM
10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Name
 Position
 Period
 Age----------------------
 --------------------------
 ---------------
 ----------


Steven
Samblis                                                       Chief Executive
Officer, CFO             Sept 2003 - Present                             52

1211
Orange Ave. Suite 300                                    and Co-Chairman

Winter
  Park, FL
  
  Joseph
  Collins
  2698
  Dawson Ave. Suite A
  Signal
  Hill, CA  90755
 President and Co-Chairman
 July 2012 -
  Present
 49






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

---



Management Team

Steve
Samblis, President, CEO, CFO and Co-Chairman of the Board

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



Joseph
Collins - Presidentand Co-Chairman of the Board

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



Term
of Office



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



Code
of Ethics



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



Honest and
ethical conduct, including ethical handling of actual or apparent conflicts of
interest between personal and professional relationships;

Full, fair,
accurate, timely, and understandable disclosure reports and documents that a
small business issuer files with, or submits to, the Commission and in other
public communications made by our Company;

Full compliance
with applicable government laws, rules and regulations;

The prompt
internal reporting of violations of the code to an appropriate person or
persons identified in the code; and

Accountability
for adherence to the code.



Corporate
Governance



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



Section
16(a) Beneficial Ownership Reporting Compliance



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

---



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



ITEM
11. EXECUTIVE COMPENSATION



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



The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the years
ended December 31,2012 and 2011 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):



(a)
 (b)
 (c)
 (d)
 (e)
 (f)
 (g)
 (h)
 (i)
 (j)Name and principal position
 Year
 Salary ($)
 Bonus ($)
 Stock Awards ($)
 Option Awards ($)
 Non-Equity Incentive Plan Comp ($)
 Non-Qualified Deferred Comp Earnings ($)
 All Other Comp ($)
 Total ($)Steven
  Samblis, President, Chief Executive Officer and Chairman
 2012
  2011
  2010
  2009
  2008
 8,200
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 8,200
  -0-
  -0-
  -0-
  -0-Shawn
  Conti, Secretary, Treasurer and Director
 2011
  2010
  2009
  2008
  2007
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-Luke
  Martin, Chief Technology Officer
 2011
  2010
  2009
  2008
  2007
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-Joseph
  Collins
  President,
  Co-Chairman
 2012
  2011
  2010
  2009
  2008
 6,800
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 6,800
  -0-
  -0-
  -0-
  -0-Peter
  Messineo, (1) Chief Financial Officer
 2012
  2011
  2010
  2009
  2008
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -0-
  -0-
  -0-
  -0-
  -0-
 -
  -0-
  1500
  1500
 -0-
  -0-
  1500
  1500(1)Resigned
  November 15, 2012




Executive Compensation

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

---





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

Additional
Compensation of Directors

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

Board
of Directors and Committees

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



Director
Compensation



We
have provided no compensation to our directors for services provided as
directors.



Stock
Option Grants



The
Company, pursuant to its 2010 Equity Compensation Plan, which has been approved
by the Company’s Board of Directors, as filed with the Securities and Exchange
Commission on Form S-8, February 26, 2010, will issue up to 25,000,000 shares
of common stock. The 2010 Equity Compensation Plan is hoped to further provide
a method whereby the Company’s current employees and officers and non-employee
directors and consultants may be stimulated and allow the Company to secure and
retain highly qualified employees, officers, directors and non-employee
directors and consultants.



ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS



The
following table sets forth information concerning the beneficial ownership of
shares of our common stock with respect to stockholders who were known by us to
be beneficial owners of more than 5% of our common stock as of November 15,
2006, and our officers and directors, individually and as a group. Unless
otherwise indicated, the beneficial owner has sole voting and investment power
with respect to such shares of common stock.



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



The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding common stock as of April 12, 2013, and by
the officers and directors, individually and as a group. All shares are owned
directly.



Name
 Position
 Common Stock Owned
 Percentage Owned----------------------
 --------------------------
 -------------------
 ----------------Steven Samblis
  5428
  S Bracken Court
  Winter
  Park, FL 32792
 Chief Executive Officer and Chairman,
  Chief Financial Officer
 374,031,201
 29%Joseph
  Collins
  2698
  Dawson Ave. Suite A
  Signal
  Hill, CA  90755
 President
 150,000,000
 >1%Luke
  Martin
  502
  W. Babcock
  Bozeman,
  MT 59715
 Chief Technology Officer
 247,000
 >1%


---







ITEM
13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.



In
2005, the Company issued 20,000,000 share of its stock valued at par ($50,000)
in exchange for Steven Samblis’ development of ICPlaces.com websites. This cost
and all related compensation to Steven Samblis (an officer of the Company) has
been charged to expense in 2005. Following a 1:10 reverse split in 2007, and
certain transfers affected for personal financial planning purposes, Steve
Samblis owned 47,476,800. Steve Samblis converted $70,000 of debt payable for
4,000,000 shares of common stock, at the current fair market value of
approximately $.0175 per share. Following a 1:30 split on June 11, 2010 and
converting $70,000 debt to stock Steve Samblis owned 9,521,560 shares. As of
December 31, 2012, Mr. Samblis beneficially owns 300,238,095 shares of common
stock.



ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Audit
Fees



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



Drake
& Klein, CPAs (formerly Randall N. Drake, CPA, PA) has been our principal
auditor, commencing in 2008. For professional services rendered for the audit
of the Company’s financial statements for the years ended December 31, 2012 and
2011 and for the review of the Company’s financial statements for the periods
ended March 31, June 30, and September 30, 2012, audit fees by year were:

Total2012
 
 $
 14,0002011
 
 $
 14,000






Audit
Related Fees



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



Tax
Fees



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



All
Other Fees



The
Company did not incur any other fees related to services rendered by our
principal accountant for the period ended December 31, 2012 and 2011.



---



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



Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before our auditor is engaged by us to render any auditing or permitted
non-audit related service, the engagement be:



approved by our
audit committee; or

entered into
pursuant to pre-approval policies and procedures established by the audit
committee, provided the policies and procedures are detailed as to the
particular service, the audit committee is informed of each service, and such
policies and procedures do not include delegation of the audit committee's
responsibilities to management.



We
do not have an audit committee. Our entire board of directors pre-approves all
services provided by our independent auditors.



The
pre-approval process has just been implemented in response to the new rules.
Therefore, our board of directors does not have records of what percentage of
the above fees was pre-approved. However, all of the above services and fees
were reviewed and approved by the entire board of directors either before or
after the respective services were rendered.



PART IV



ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



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



(a)
 Financial
  Statements are included herewith(b)
 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 Steven Samblis pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.2
 Certification
  of Steven Samblis pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
  Section 302 of the Sarbanes-Oxley Act of 2002.




Those exhibits marked with an asterisk and required to be
filed hereunder, are incorporated by reference and can be found in their
entirety in our original Form 10 Registration Statement, filed under SEC File
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

---





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 Punch Media, Inc.Dated:
  April 15, 2013
 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
 April
  15, 2013Steven
  Samblis/s/
  Steven Samblis
 Chief
  Financial Officer
 April
  15, 2013Steven
  Samblis