United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

~~[X]~~ ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2013~~2014.

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

For the transition period from __________ to __________.

Commission file number 000-53278

IC ~~PUNCH MEDIA~~ PLACES, INC.

FKA IC PUNCH MEDIA, INC.

(Name of small business issuer in its charter)

Delaware

Delaware

42-1662836

(State or other jurisdiction
of incorporation or organization)

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

~~(State~~3915 orSan ~~other~~Fernando ~~jurisdiction~~Rd. ofGlendale, ~~incorporation or~~California ~~organization)~~91204

42-1662836

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

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

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: ~~407.442.0309~~ 323-362-2428

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

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

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

Large accelerated filer ~~(__)~~ ☐ Accelerated filer ~~(__)~~ ☐ Non-accelerated filer ~~(__)~~ ☐ (Do not check if a smaller reporting company)

Smaller reporting company ~~(X)~~☒

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

The number of shares of the issuer’s common stock, par value $.00001 per share, outstanding as of ~~November~~September 1812, ~~2013~~2014 is 3605,~~160~~091,~~433,287~~318.

TABLE OF CONTENTS

Page Part I. Financial Information 3 Item 1. Financial Statements. 3 Balance Sheets for the periods ending ~~September~~June 30, ~~2013~~2014 (unaudited) and December 31, ~~2012~~2013 (audited) 3 Statement of Operations for the three and ~~nine~~six month periods ending ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013 (unaudited) 4 Statements of Cash Flows for the ~~nine~~six month periods ending ~~September~~June 30, ~~2013~~2014 and ~~2012~~2013 (unaudited) 5 Notes to Financial Statements (unaudited) 6 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 1218 Item 3. Quantitative and Qualitative Disclosures About Market Risk. 1520 Item 4. Controls and Procedures. 1520 Item 4T. Controls and Procedures. 1520 Part II. Other Information 1721 Item 1. Legal Proceedings. 1721 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 1721 Item 3. Defaults Upon Senior Securities. 1721 Item 4. Mine Safety Disclosures. 1721 Item 5. Other Information. 1721 Item 6. Exhibits 1721 Signatures 1722

Part I. Financial Information

Item 1. Financial Statements.

IC ~~PUNCH MEDIA~~ PLACES, INC.

~~BALANCE~~FKA IC ~~SHEET~~PUNCH MEDIA, INC.

~~(unaudited)~~BALANCE SHEET

		September 30, 2013 (unaudited)		December 31, 2012 (audited)
Current Assets
Cash	$	2,007	$	1,121
Accounts receivable		3,200		6,688
Allowance for doubtful accounts		(3,200)		---
Prepaid expenses		106,323		146,010
Total Current Assets		108,330		153,819
Fixes assets, net of depreciation		7,291		1,341,835
Intangible assets, net of amortization		---		1,391,382
TOTAL ASSETS		115,621		2,887,036
Current Liabilities
Accrued Liabilities		19,441		72,493
Bank overdraft		---		8,256
Advances from shareholder		---		28,991
Convertible notes payable		286,252		279,355
Derivative liability		287,470		399,566
Total Current Liabilities		593,163		788,661
Stockholders' Deficit
Common stock, $.00001 par value, 4,000,000,000 shares authorized, 2,814,628,092 and 1,284,452,249 shares issued, respectively		28,147		12,845
Unearned stock based compensation		---		(2,710)
Common stock receivable		(1,320)		---
Paid-in capital		9,160,419		10,423,981
Accumulated deficit		(9,664,788)		(8,335,741)
Total Stockholders' Equity		(477,542)		2,098,375
TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)	$	115,621	$	2,887,036

(unaudited)

See notes to financial statements.

	June 30, 2014 (unaudited)			December 31, 2013 (restated)
Current Assets
Cash	$	15,954		$	---
Prepaid expenses		112,500			87,260

Total Current Assets		128,454			87,260

Fixes assets, net of depreciation		7,011			7,952

TOTAL ASSETS	$	135,465		$	95,212

Current Liabilities
Accrued Liabilities		38,932			36,886
Bank overdraft		697			398

Convertible notes payable, net of discount $89,444 and $35,412, respectively		305,865			285,989
Derivative liability		614,971			177,761
Total Current Liabilities		960,465			501,034

Stockholders' Deficit

Preferred stock, $.00001 par value, 500,000,000 shares authorized, 240,000,000 and 240,000,000 shares issued, respectively		2,400			2,400

Common stock, $.00001 par value, 4,000,000,000 shares authorized, 57,759,056 and 31,604,333 shares issued, respectively		578			316
Paid-in capital		13,895,428			13,795,490
Accumulated deficit		(14,723,406	)		(14,204,028	)
Total Stockholders' Equity		(825,000	)		(405,822	)

TOTAL STOCKHOLDERS' EQUITY/(DEFICIT)	$	135,465		$	95,212

3See notes to financial statements.

~~IC PUNCH MEDIA, INC.~~3

~~STATEMENTS OF~~IC ~~OPERATIONS~~PLACES, INC.

~~(unaudited)~~FKA IC PUNCH MEDIA, INC.

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2013		2012			2013	2012
Revenue	$	---	$	50,456	$	---	$	70,679
Direct costs		---		---		---		---
Gross profit		---		50,456		---		70,679
Expenses:
General and administrative		46,608		327,076		170,219		343,775
Depreciation & amortization		1,146		1,070		3,438		104,583
Stock compensation		12,500		4,801,625		48,710		4,842,875
Operating Loss		(60,254)		(5,079,315)		(222,367)		(5,291,233)
Other income & (expense)
Change in derivative		35,930		(1,642,947)		91,382		(1,638,409)
Interest income		1		---		1		---
Beneficial conversion		---		(36,000)		---		(51,000)
Settlement of debts		---		6,286		---		19,042
Interest expense		(15,420)		(118,481)		(151,558)		(214,349)
Net income (loss) from continued operations	$	(39,743)	$	(6,870,457)	$	(282,542)	$	(7,105,270)
Gain (loss) on disposal of assets (net of tax)		(606,778)		---		(1,046,505)		---
Tax on disposal of assets				---				---
Net Income (Loss)	$	(646,521)	$	(6,870,457)	$	(1,329,047)	$	(7,105,270)
Continued Operations earnings per share	$	( 0.00)	$	( 0.01)	$	( 0.00)	$	( 0.01)
Discontinued Operations earnings per share	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted average shares outstanding		2,399,893,830		1,065,373,481		1,897,893,779		747,935,022

STATEMENTS OF OPERATIONS

4(unaudited)

See notes to financial statements.

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2014			2013			2014			2013

Revenue	$	---		$	---		$	---		$	---

Expenses:
General and administrative		36,059			56,247			42,277			122,882
Depreciation & amortization		470			1,875			941			3,021
Stock compensation		37,249			21,000			49,749			36,210
Operating Loss		(73,778	)		(79,122	)		(92,967	)		(162,113	)

Other income & (expense)
Change in derivative		(222,133	)		(48,464	)		(204,562	)		55,452
Interest expense		(222,320	)		(128,405	)		(226,290	)		(136,138	)
Total other income/(expense)		(444,453	)		(176,869	)		(430,852	)		(80,686	)

Net loss from continued operations	$	(518,231	)	$	(255,991	)	$	(523,819	)	$	(242,799	)

Gain/(loss) on disposal of assets (net of tax)		4,441			586,268			4,441			(522,409	)

Net Income (Loss)	$	(513,790	)	$	330,277		$	(519,378	)	$	(765,208	)
Net Income Loss Per Share
Net income (loss) available to common shareholders per share:
Basic:
Loss from continuing operations	$	(0.01	)		(0.01	)		(0.01	)		(0.01	)
Income (loss) from discontinued operations		-			0.03			-			(0.03	)
Net loss	$	(0.01	)		0.02			(0.01	)		(0.04	)
Diluted:
Loss from continuing operations	$	(0.01	)		-			(0.01	)		(0.01	)
Income from discontinued operations		-			0.01			-			(0.03	)
Net income	$	(0.01	)		-			(0.01	)		(0.04	)
Weighted average number of common shares outstanding:
Basic		39,849,965			19,106,807			36,854,450			19,106,807
Diluted		39,849,965			111,668,235			36,854,450			19,106,807

ICSee notes ~~PUNCH~~to ~~MEDIA, INC~~financial statements.

~~STATEMENTS OF CASH FLOWS~~4

~~(unaudited)~~IC PLACES, INC.

	Nine Months Ended September 30,
	2013		2012
Cash Flows from Operating Activities
Net income/(loss) from operations	$	(1,329,047)	$	(7,105,270)
Net income/(loss) from discontinued operations		242,799		---
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments for charges not requiring outlay of cash:
Depreciation		3,438		3,272
Amortization		---		101,311
Change in derivative		(91,382)		1,642,947
Beneficial conversion		---		51,000
Amortization of finance costs and debt discounts		151,558		210,791
Settlement of debt		---		(19,042)
Loss on disposal of assets		1,046,505		---
Tax on disposal of assets		---
Common stock issued for rents		---		---
Common stock issued as compensation and for expenses		48,710		4,842,875
Changes in operating assets and liabilities:
(Increase)/decrease in accounts receivable		3,200		(475)
(Increase)/decrease in prepaid expenses and other assets		39,687		---
Increase/(decrease) in accounts payable and accrued expenses		23,676		20,492
Net cash (used in) operating activities		139,144		(252,099)
Cash Flows from Investing Activities
Net cash (used in) investing activities		---		---
Cash Flows from Financing Activities
Proceeds/(repayments) from loans and notes		(139,000)		265,000
Shareholder advances, proceeds		88,251		95,504
Shareholder advances, repayments		(87,509)		(96,453)
Net cash provided by financing activities		(138,258)		264,051
Net change in cash		886		11,952
Cash at beginning of period		1,121		2,316
Cash at end of period	$	2,007	$	14,268
Supplemental Disclosures of Cash Flow Information:
Conversion of debt to equity		356,000		240,000

FKA IC PUNCH MEDIA, INC.

5STATEMENTS OF CASH FLOWS

~~See notes to financial statements.~~(unaudited)

IC PUNCH MEDIA, INC.

	Six Months Ended June 30,
	2014			2013
Cash Flows from Operating Activities
Net income/(loss) from operations	$	(519,378	)	$	(765,208	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments for charges not requiring outlay of cash:
Depreciation		941			3,021
Excess fair market value of derivatives at issuance		153,998			---
Change in derivative		204,562			(55,452	)
Amortization of debt discount		78,416			210,390
Amortization of prepaid compensation		12,500			---
Common stock issued as compensation and for expenses		24,751			36,210
(Gain)/loss on disposal of assets		(4,441	)		522,409
Changes in operating assets and liabilities:
(Increase)/decrease in accounts receivable		---			---
(Increase)/decrease in prepaid expenses and other assets		(37,740	)		13,229
Increase/(decrease) in accounts payable and accrued expenses		1,648			14,480
Net cash (used in) continuing operating activities		(84,743	)		(20,921	)
Net cash (used in) discontinued operations		---			(28,178	)

Net cash (used in) operating activities		(84,743	)		(49,099	)

Cash Flows from Investing Activities
Purchase of fixed assets		---			(2,082	)
Net cash (used in) investing activities		---			(2,082	)

Cash Flows from Financing Activities
Bank overdraft		697			---
Proceeds/(repayments) from loans and notes, net		100,000			76,000
Shareholder advances/(repayments)		---			742
Net cash provided by financing activities		100,697			76,742

Net change in cash		15,954			25,561
Cash at beginning of period		---			---
Cash at end of period	$	15,954		$	25,561

Supplemental Disclosures of Cash Flow Information:
Conversion of debt to equity	$	45,040		$	144,000
Derivative Liability recorded as debt discount		113,500			--
Reclassification of derivative to APIC		34,850			--

~~(Previously~~See notes ato ~~Development~~financial ~~Stage Company)~~statements.

~~Notes to the Financial Statements~~5

~~September 30~~IC PLACES, ~~2013 and 2012~~INC.

~~(unaudited)~~FKA IC PUNCH MEDIA, INC.

~~1. Background Information~~Notes to the Financial Statements

ICJune ~~PUNCH MEDIA~~30, ~~INC. ("The~~2014 ~~Company") was formed on March 18, 2005 as a Delaware Corporation~~ and is based in Celebration, Florida. The Company engages in the ownership and operation of a network of city-based websites for use by business and vacation travelers as well as local individuals. The Company’s websites provide local information about hotels, restaurant dining, golf courses, discount event tickets, discount car rentals, discount airfare, and attraction tickets. 2013

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. (Unaudited)

~~On July 10, 2012 IC PUNCH MEDIA, INC~~1. (“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 ICPA Stock. InBackground ~~addition and as a result of the issuance of shares to Punch Television Network, 150,000,000 shares were issued to Joseph Collins pursuant to his employment agreement.~~Information

~~Punch~~IC TVPlaces, isInc. an("The ~~African~~Company") was ~~American~~formed ~~network~~on ~~that~~March ~~includes~~18, ~~new~~2005 ~~programming~~as a Delaware Corporation and was based in Celebration, Florida. ~~Punch~~ TVThe ~~Network~~Company ~~differs from~~engaged ~~current~~in ~~“African~~the ~~American”~~ownership and ~~television~~operation ~~that~~of ~~uses~~a ~~research~~network of city-~~driven~~based ~~approaches to~~websites ~~target~~for ~~African~~use ~~Americans~~by ~~audiences;~~business ~~Punch~~and TVvacation ~~was~~travelers ~~designed~~as towell ~~deliver entertainment~~as tolocal ~~multicultural~~individuals. ~~audiences~~The Company's www. ~~Punch~~icplaces.com TVwebsites ~~represents~~provide alocal information about hotels, restaurant dining, golf courses, discount event tickets, ~~Multi-Media~~discount ~~experience~~car ~~that~~rentals, ~~satisfies~~discount airfare, and ~~excites~~attraction ~~viewers~~tickets.

~~Effective May~~On 14July 10, ~~2013~~2012, ~~the~~IC ~~Company~~Places, ~~rescinded~~Inc. ("the Company" or "Buyer") entered into an Asset Purchase Agreement with Punch Television Network ~~Agreement~~(“Punch ~~and~~TV", ~~all~~"Seller"). ~~associated~~Through ~~employment~~the ~~agreements~~agreement, ~~and~~ the ~~entire~~Buyer ~~transaction~~ has ~~been cancelled~~acquire bysubstantially ~~mutual~~all ~~agreement~~ of ~~both~~the ~~parties.~~assets, ~~Joseph~~tangible ~~Collins~~and intangible, owned ~~resigned~~by asSeller ~~President~~that ~~and~~are ~~Director~~used asin, ~~result~~or ofnecessary for the ~~rescission~~conduct of, ~~the~~its ~~Punch~~ Television Network ~~Agreement. All~~business, ~~285~~including, ~~million~~without ~~shares~~limitation: (i) the ~~Company~~Station ~~issued~~Licenses, assubject to any obligations contained in disclosed license agreements and all related intellectual property; a(ii) ~~result~~the fixed assets of ~~the~~Seller; ~~previous~~(iii) ~~contracts~~any ~~are~~and ~~expected~~all tocustomer belists; ~~returned~~and to(iv) the goodwill associated therewith, all free and clear ~~Company~~of any security interests, mortgages or other encumbrances. The ~~Company~~ ~~has~~aggregate ~~received~~consideration ~~153,000,000~~for ~~shares,~~the ~~leaving~~assets ~~132~~and business was 13,~~000~~500,000 shares ~~receivable as~~ of ~~September~~restricted ~~30,~~common ~~2013.~~shares of PNCH Stock.

2Punch TV is an African American network that includes new programming. ~~Summary~~ Punch TV Network differs from current "African American" television that uses research-driven ofapproaches ~~Significant~~to ~~Accounting~~target African Americans audiences; Punch TV was designed to deliver entertainment to multicultural audiences. Punch ~~Policies~~ TV represents a Multi-Media experience that satisfies and excites viewers.

~~The~~Effective ~~significant~~May ~~accounting~~14, ~~policies~~2013, ~~followed~~the Company rescinded ~~are:~~the Punch Television Network Agreement and all associated employment agreements and the entire transaction has been cancelled by mutual agreement of both parties. Joseph Collins resigned as President and Director as result of the rescission of the Punch Television Network Agreement. Of the shares 15,000,000 restricted common shares issued to Collins for his employment agreement and 13,500,00 restricted common shares issued to purchase the assets of Punch TV, 13,000,00 shares remain outstanding, 15,500,000 were returned to the Company.

~~Basis~~In September 2013, the Company announced that it will begin broadcasting Drive-In TV (Formerly VU Television), the first 24/7 video network launched by IC Punch Media, Inc. Drive-In TV takes you back to a time when movies did not have to work so hard to be entertaining. The network takes you to a time when millions of families and crazy kids spent their Friday nights excited to find out what was ~~Presentation~~in store for them at the Drive-in theater. Drive-In TV follows the classic Drive-In Theater formula. Complete with a sword wielding serial killers¸ Kung Foo Masters, plenty of space men, bumbling gum shoe type detectives and a string of cute¸ albeit ditzy female victims and their jock or nerd boyfriends. Drive in TV is classic, predictable and entertaining up until the end TV.

The network is available free of charge on ~~Company~~FilmOn.com, ~~prepares~~icplaces.com ~~its~~and ~~financial~~via ~~statements~~the inFilmOn ~~conformity~~mobile ~~with~~app ~~generally~~on ~~accepted accounting~~all ~~principles~~iPhone inand ~~the~~Android ~~United~~devices ~~States~~as ofwell ~~America~~as several set top devices. ~~These~~ ~~principals~~Drive-In ~~require~~TV ~~management~~is toone ~~make~~of ~~estimates~~the first 24/7 networks launched exclusively, and ~~assumptions~~in ~~that~~partnership ~~affect~~with FilmOn through the ~~reported~~FilmOn platform, and is focused ~~amounts~~on oftapping ~~assets~~into ~~and~~this ~~liabilities~~highly ~~and~~profitable ~~disclosure~~18-34 ofviewer ~~contingent~~market ~~assets~~which ~~and liabilities~~is atharder ~~the~~to ~~date~~reach ofthrough traditional TV. Under the ~~financial~~partnership, FilmOn ~~statements~~offers VU Television full access to its cutting edge broadcast platform and ~~the~~wide ~~reported~~bandwidth ~~amounts~~pipeline. ofDrive-In TV uses the ~~revenues~~platform to program and ~~expenses~~broadcast ~~during~~its ~~the~~network ~~reporting~~24/7 ~~period~~in a day parted format. ~~Management~~ ~~believes that~~While ~~these~~FilmOn will cover the broadcasting costs, the ~~estimates~~Company ~~are~~will ~~reasonable~~handle all aspects of running the network and ~~have~~then ~~been~~the ~~discussed~~two ~~with~~companies will share the ~~Board~~advertising ofrevenues ~~Directors;~~on the initial ~~however,~~pre-roll ~~actual~~ad ~~results~~when ~~could~~a ~~differ~~viewer ~~from~~loads ~~those~~the ~~estimates~~player the first time.

6In 2013, the Company entered into an agreement to manage the assets of Imagination TV. Imagination TV is a 24/7 day parted Television Network built around the World's most fascinating Motivators, Educators and Authors, delivering programing geared to Inspire, Motivate and Entertain our audience.

~~All adjustments~~In ~~consisting~~March of ~~normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three and nine month period ended September 30~~2014, ~~2013 and 2012; (b)~~ the ~~financial~~Company ~~position~~moved ~~at September 30,~~it’s ~~2013,~~headquarters ~~and~~to ~~(c)~~Empire ~~cash~~Media ~~flows~~Center ~~for~~in ~~the~~Glendale ~~nine month period ended September 30, 2013 and 2012, has been made~~California.

~~The interim~~On ~~financial~~December ~~information~~11, ~~referred~~2013, toin ~~above~~accordance ~~has~~with ~~been prepared and presented~~the inrelevant ~~conformity~~sections ~~with~~of ~~accounting~~the ~~principles~~Delaware ~~generally~~General ~~accepted~~Corporation inLaw, the ~~United~~Company's ~~States applicable~~Board toof ~~interim~~Directors ~~financial~~approved ~~information~~the ~~and~~amendment ~~with~~of the ~~instructions~~Company's Certificate of Incorporation to ~~Form 10-Q~~change ~~and~~the ~~Article~~Company's 8name ofto ~~Regulation~~“IC ~~S-X~~Places, Inc”.

The unaudited financial statement and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying unaudited financial statements should be read in conjunction with the financial statements for the years ended December 31, 2012 and notes thereto in the Company’s annual report, filed as an exhibit with the Securities and Exchange Commission. Operating results for the three and nine month period ended September 30, 2013 and 2012 is not necessarily indicative of the results that may be expected for the entire year.6

~~Fair~~2. ~~Value Measurement~~Summary of Significant Accounting Policies

~~ASC 820~~The Management ~~defines~~of ~~fair~~the ~~value~~Company asis ~~the~~responsible ~~price~~for ~~that~~the ~~would be~~selection ~~received~~and touse ~~sell~~of anappropriate ~~asset~~accounting orpolicies ~~paid~~and tothe ~~transfer~~appropriateness aof their ~~liability~~application. Critical inaccounting anpolicies ~~orderly~~and practices ~~transaction~~are ~~between~~those ~~market~~that ~~participants~~are atboth ~~the~~most ~~measurement~~important ~~date. Additionally,~~to ~~ASC 820~~the ~~requires~~portrayal of the ~~use~~Company's offinancial ~~valuation~~condition ~~techniques~~and ~~that~~results and require management's ~~maximize~~most ~~the~~difficult, ~~use~~subjective, or complex judgments, often as a result of ~~observable~~the ~~inputs~~need ~~and~~to ~~minimize~~make estimates about the ~~use~~effects of ~~unobservable~~matters ~~inputs~~that are inherently uncertain. ~~These~~ ~~inputs~~The Company's significant and critical accounting policies and practices are ~~prioritized~~disclosed below: as required by generally accepted accounting principles.

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

Basis of Presentation

The ~~Company’s~~ following (a) condensed balance ~~sheets~~sheet as ~~include~~of December 31, 2013, which has been derived from audited financial statements, and (b) the ~~following~~unaudited condensed financial ~~instruments:~~statements have ~~cash,~~been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of ~~accounts~~the ~~receivable~~Securities and Exchange Commission (“SEC”), ~~accrued~~and ~~liabilities~~should be read in conjunction with the audited financial statements and ~~amounts~~notes ~~due~~thereto tocontained ~~stockholder~~in the Company’s Form 10-K/A Amendment No. 2 filed with the SEC on July 8, 2014. In the opinion ~~The~~of ~~carrying~~management, ~~amounts~~all adjustments, consisting of ~~current~~normal ~~assets~~recurring ~~and~~adjustments, ~~current~~necessary ~~liabilities~~for ~~approximate their~~a fair ~~value~~presentation ~~because~~of financial position and the results of operations for the ~~relatively~~interim ~~short~~periods ~~period~~presented have been reflected herein. The results of ~~time~~operations ~~between~~for ~~the~~interim ~~origination~~periods are not necessarily indicative of ~~these~~the ~~instruments~~results ~~and~~to ~~their~~be expected ~~realization~~for future quarters or for the full year. Notes to the condensed financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 as reported in the Form 10-K/A have been omitted.

~~Cash~~Fair ~~and Cash~~Value ~~Equivalents~~Measurement

~~The majority~~ASC of820 ~~cash~~defines isfair ~~maintained~~value ~~with~~as athe ~~major~~price ~~financial~~that would ~~institution~~be inreceived ~~the~~to ~~United States. Deposits~~sell ~~with~~an ~~this~~asset ~~bank~~or ~~may~~paid ~~exceed~~to ~~the~~transfer ~~amount~~a ofliability ~~insurance provided~~in onan ~~such~~orderly ~~deposits. Generally,~~transaction ~~these~~between ~~deposits~~market ~~may~~participants beat ~~redeemed~~the onmeasurement ~~demand~~date. ~~and~~Additionally, ~~therefore,~~ASC ~~bear~~820 ~~minimal~~requires ~~risk. The~~the ~~Company~~use ~~considers~~of ~~all highly~~valuation ~~liquid~~techniques ~~investments~~that ~~purchased~~maximize ~~with~~the anuse ~~original maturity~~ of ~~three~~observable ~~months~~inputs orand ~~less~~minimize tothe beuse ~~cash~~of ~~equivalents~~unobservable inputs. These inputs are prioritized below:

Accounts Receivable, Credit and Revenue Recognition

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

~~Accounts receivable~~The ~~consist~~Company's ofbalance ~~amounts~~sheets ~~due~~include ~~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~~following ~~customer's~~financial ~~purchase~~instruments: ofcash, ~~partner~~accounts ~~offerings~~receivable, ~~originated~~accrued ~~from~~liabilities, ~~links~~convertible ~~through~~notes ~~the company~~payable ~~website. Punch Television records~~ and ~~recognizes~~derivative ~~revenue when advertisements are aired through their websites~~liabilities. An ~~allowance for doubtful~~The ~~accounts~~carrying ~~is considered to be established for any~~ amounts ~~that may not be recoverable, which is based on an analysis~~ of ~~the~~current ~~Company’s~~assets ~~customer credit worthiness,~~ and current ~~economic~~liabilities ~~trends. Based~~approximate ontheir ~~management’s~~fair ~~review of~~value ~~accounts~~because ~~receivable,~~of nothe ~~allowance~~relatively ~~for~~short ~~doubtful accounts was considered~~period ~~necessary. Receivables~~of ~~are~~time ~~determined~~between tothe beorigination ~~past due, based on payment terms~~ of ~~original~~these ~~invoices. The~~instruments ~~Company~~and ~~does~~their ~~not~~expected ~~typically charge interest on past due receivables~~realization.

7The Company’s derivative liabilities consist of price protection features for embedded conversion features on debt which are carried at fair market value, and are classified as Level 3 liabilities. The Company uses the Black-Scholes-Merton option pricing model to determine the fair market value of those instruments (see Note 8).

Property and Equipment

Property and equipment is stated at cost. ~~Depreciation~~ 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 ~~September~~June 30, ~~2013~~ 2014.

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.7

~~Share~~Long-lived assets such as property, and equipment 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 ~~Compensation~~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.

~~All share-based~~Related 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.Parties

~~Advertising~~The ~~Costs~~Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

~~The~~Share-based ~~costs of advertising are expensed as incurred.~~Compensation

~~Income~~All share-based payments to employees, including ~~Taxes~~grants of Common stock 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 granted or outstanding for all periods presented.

~~The Company~~Advertising 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.Costs

~~Earnings~~The costs of advertising are expensed as incurred. ~~(Loss)~~Advertising ~~Per~~expense ~~Share~~was $0 and $2,726 for the three month period ended June 30, 2014 and 2013, respectively. Advertising expense was $0 and $3,131 for the six months ended June 30, 2014 and 2013, respectively.

~~Basic earnings~~Income (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 September 30, 2013, there are potential share equivalents based on conversion options associated with our debt instruments (approximately 308,000,000 potential shares), however, due to net operating losses sustained, anti-dilution issues are not applicable.Taxes

3The Company accounts for income taxes under the liability method. ~~Previously~~ This method provides that deferred tax assets and liabilities are recorded based on the differences between athe ~~Development~~tax ~~Stage~~basis ~~Enterprise~~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.

~~The Company~~Earnings ~~was~~(Loss) ~~considered~~Per 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 had advanced its business plan of expansion, through the acquisition of Punch TV in July 2012, however in May, 2013, the Company rescinded the acquisition of Punch TV assets. 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. 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.Share

8Basic 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 they are available to convert. As of June 30, 2014, there are potential share equivalents based on conversion options associated with our debt instruments and preferred stock, however, due to net operating losses sustained anti-dilution issues are not applicable, except for the three months ended June 30, 2013.

~~4. Going~~Use ~~Concern~~of Estimates

The ~~accompanying~~preparation ~~unaudited~~of financial statements ~~have been prepared~~ in conformity with generally accepted accounting principles ~~generally~~requires ~~accepted~~management into make estimates and assumptions about future events that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities and the ~~United~~related ~~States~~notes at the date of ~~America~~the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, ~~which~~but ~~contemplate~~are ~~continuation~~not limited to: valuation of share-based transactions, valuation of derivative liabilities and valuation of deferred tax assets. We based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the ~~Company~~circumstances, asthe aresults ~~going~~of ~~concern~~which form the basis for making judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

~~The~~Actual ~~Company~~results ~~incurred~~could adiffer net loss for the nine months ended September 30, 2013. As of September 30, 2013 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~~those ~~financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business~~estimates. 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~~Deferred ~~unaudited~~Financing ~~financial~~Costs, 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.net

~~5. Recently~~Costs ~~Issued~~with ~~Accounting~~respect ~~Pronouncements~~to the issuance of common stock, or debt instruments by the Company are initially deferred and ultimately offset against the proceeds from such equity transactions or amortized as debt discount over the term of any debt funding, if successful, or expensed if the proposed equity or debt transaction is unsuccessful.

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

6The Company records conventional convertible debt in accordance with ASC Topic 470-20, “Debt with Conversion and Other Options. ~~Property~~” Conventional convertible debt is a financial instrument in which the holder may only realize the value of the conversion option by exercising the option and ~~Equipment~~receiving the entire proceeds in a fixed number of shares or the equivalent amount of cash. Conventional convertible debt with a non-detachable conversion feature that does not contain a cash settlement option, and is not accounted for as a derivative, is recorded as a debt instrument in its entirety.

	September 30, 2013	December 31, 2012
	(unaudited)	(audited)
Office Furniture	$ 10,603	$ 10,571
Computer Equipment	2,050	517,983
Film Library	---	650,000
Satellite Equipment		18,000
Software	---	269,566
Total Property and Equipment	12,653	1,466,121
Less accumulated depreciation	(5,362)	(124,285)
Property and equipment, net	$ 7,291	$ 1,341,835

~~Depreciation~~Derivatives ~~for the nine months ending September 30~~Liabilities, ~~2013~~Beneficial ~~and~~conversion features ~~2012 was $3,438~~ and ~~$3,272,~~Debt ~~respectively.~~Discounts

9The Company evaluates stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, “Derivative Instruments and Hedging: Contracts in Entity’s Own Equity”. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

If a conversion feature of conventional convertible debt is not accounted for as a derivative instrument and provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount. The ~~following~~convertible ~~fixed~~debt ~~asset~~is ~~values~~recorded ~~have~~net ~~been~~of ~~removed~~the ~~from~~discount related to the BCF. The Company’s ~~balance~~amortizes ~~sheet~~the asdiscount ato ~~result~~interest expense over the life of the ~~rescission~~debt ~~made~~using ~~effective~~the onstraight-line ~~May~~method ~~14,~~which ~~2013:~~approximates the effective interest rate method.

	Cost	Accum Amort
Furniture & Equip	$ 1,422,155	$ (280,516)

Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

7Issuances of the Company’s common stock or warrants for acquiring goods or services are measured at the fair value of the consideration or the fair value of the equity instruments issued, whichever is more reliably measurable. ~~Intangible~~ ~~Properties~~The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is sufficiently large disincentive for non-performance) or (ii) the date at which performance is complete. When it is appropriate for the Company to recognize the cost of a transaction during the financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates.

OnCorrection ~~July~~of ~~10, 2012 IC PUNCH MEDIA, INC. (“the Company” or “Buyer”) entered into~~ an ~~Asset~~Error 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, orPreviously ~~necessary~~Issued ~~for~~Financial the conduct of, its Television Network business, including, without limitation: (i) the Station Licenses, subject to any obligations contained in disclosed license agreements and all related intellectual property; (ii) the fixed assets of Seller; (iii) any and all customer lists; and (iv) the goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances. The aggregate consideration for the assets and business was 135,000,000 shares of restricted common shares of ICPA Stock. Statements

The Company ~~valued~~follows ~~the~~guidance ~~consideration~~under ofASC ~~shares~~250-10-45-23 atfor ~~the~~reporting ~~fair~~any ~~market~~error ~~value~~in the financial statements of ~~the~~a ~~shares~~prior atperiod discovered after the ~~date~~financial ofstatements ~~acquisition~~are ~~($.0211)~~issued ator anare ~~amount~~available ofto ~~$2,848,500~~be issued. The ~~Company~~current ~~allocated~~comparative statements as presented reflect the ~~costs~~retroactive toapplication ~~identifiable~~of ~~assets~~any ~~and~~error ~~the~~corrections. ~~remainder~~Those ~~was~~items ~~considered~~that toare bereported as error corrections in the ~~value~~Company’s restatements of ~~station~~net income and ~~programming~~retained ~~licenses~~earnings, ~~and~~as ~~therefore~~well ~~cost~~as ~~was~~other ~~assigned~~affected tobalances ~~intangible~~for ~~assets. The~~all ~~net~~periods ~~intangible~~reported ~~costs~~there-in, ~~assigned~~are ~~were~~disclosed in ~~$2,836,715~~Note 5 of the footnotes to the financial statements presented herein.

~~The following intangible asset values have been removed from the Company’s balance sheet as a result of the Punch TV rescission made effective on May 14, 2013:~~9

	Cost	Accumulated Amortization
Affiliates	$ 750,000	$ 0
License	300,000	(75,000)
	$ 1,050,000	$ (75,000)

3. Going Concern

~~8. Convertible~~The ~~Notes~~accompanying ~~Payable~~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.

~~Notes~~The ~~payable~~Company ~~consists~~incurred a net loss for the six months ended June 30, 2014. As of June 30, 2014, the ~~following~~Company ~~convertible~~had ~~notes~~minimal ~~(further~~cash ~~described~~with ~~below):~~ 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.

		September 30, 2013		December 31, 2012
		(unaudited)		(unaudited)
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	$	202,750	$	211,500
Convertible demand note payable, dated September 23, 2011, no maturity date, 2% interest rate, convertible at 50% discount to trading price at time of demand		155,600		155,600
Debt discount		(64,620)		(82,701)
Deferred financing costs		(7,478)		(5,044)
	$	286,252	$	279,355
Long-term portion of convertible debt	$	--	$	--
Current portion of convertible debt	$	286,252	$	279,335

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.

104. Recently Issued Accounting Pronouncements

~~Convertible~~In ~~Notes~~June ~~Payable~~2014 the FASB issued ASU 2014-10 regarding development stage entities. The ASU removes the definition of development stage entity, as was previously defined under generally accepted accounting principles in the United States (U.S. GAAP), from the accounting standards codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.

~~The Company~~In ~~receives proceeds~~addition, atthe ~~various~~ASU ~~dates,~~eliminates ~~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~~requirements ~~of funding. A penalty interest rate will be in effect~~ for ~~any~~development ~~amount~~stage ~~of principal~~entities orto ~~interest which is not paid when due shall bear interest at the rate of twenty two percent~~ (~~22%~~i) ~~per~~present ~~annum from the due~~ inception-to-date~~. The~~ ~~note~~information ~~is convertible~~in at the ~~option~~statement of ~~the~~income, ~~holder~~cash atflow ~~any~~and ~~time during the lending~~stockholders' ~~period. The~~equity, ~~note is convertible into common stock at a conversion price of 35%~~ (~~65% discount~~ii) oflabel the ~~calculated~~financial ~~average~~statements ofas ~~the~~those ~~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~~development ofstage ~~these notes in satisfaction of the amounts due. During the nine month period ended September 30~~entity, ~~2013,~~(iii) ~~notes~~disclose ~~with~~ a ~~face~~description ~~value~~ of ~~$312,000 and penalties in~~ the ~~amount~~ ~~of $59,000 were converted into 701,175,843 shares of common stock.~~ development ~~The~~stage ~~debt~~activities ~~conversion was recorded at the fair market value of the stock, at an average price of $.0005. The difference~~ in ~~the~~which ~~calculated issue price, per~~ the ~~agreed~~entity ~~terms~~is ~~listed above~~engaged, and ~~the~~(iv) ~~fair~~disclose ~~market value of the shares resulted~~ in ~~a recognition of $91,382 as income from~~ the ~~conversion,~~first ~~included~~year ~~as a change~~ in ~~derivative. The~~which ~~Company currently reports~~ the ~~amount~~entity ~~due,~~is ~~under~~no ~~these convertible~~longer ~~notes~~a ~~net of unamortized discounts and financing costs (amortized to~~development ~~interest~~stage ~~expense~~entity ~~over~~that ~~the~~in ~~term~~prior ofyears ~~each~~it ~~note)~~had ~~associated~~been ~~with~~in ~~origination fees and~~ the ~~beneficial~~development ~~conversions resulting from the terms of the installment funding~~stage.

The Company has ~~recognized~~chosen to early adopt the ~~derivative~~ASU ~~liability~~for ~~associated~~the ~~with~~Company’s financial ~~this~~statements ~~agreement~~as of June 30, 2014. The adoption ~~and~~of ~~has~~this ~~revalued~~ASU impacted the ~~beneficial~~Company’s ~~conversion~~reporting ~~feature,~~by ~~classified~~eliminating the requirement to report inception to date financial information and describe the Company as a ~~derivative~~development stage company as previously ~~liability~~required. As ofManagement ~~September~~does 30not believe that any other recently issued, but ~~2013~~not ~~and~~yet ~~December~~effective 31accounting pronouncements, ~~2012~~if adopted, ~~the~~would ~~derivative liability~~have ~~was~~a ~~calculated~~material toeffect beon ~~$287,470~~the ~~and~~accompanying ~~$399,566,~~financial ~~respectively~~statements.

~~The derivative~~5. ~~valuation~~Correction ~~resulted~~of ~~from~~error, ~~calculation~~restatement ~~using an option pricing method for the conversion feature~~ of ~~the~~financial ~~note payable. The following assumptions were used in our calculation:~~statements

~~Weighted~~The Company’s net loss for the ~~Average:~~three and six month’s period ended June 30, 2014 included a reduction of expenses of approximately $50,000 as a result of the Company correcting amortization of prepaid stock compensation in the year ended December 31, 2012. This correction resulted in reduced general and administrative expense of approximately $50,000. This error was not considered material to prior periods, individually, or in the aggregate, and was not considered material to the three and six month periods ended June 30, 2014. These errors did not impact debt covenant compliance not operating results or earnings (loss) per share. Therefore, these items were corrected in the current period.

Stock price	$.0004
Strike price	$.0001
Dividend rate	0.0%
Risk-free interest rate	.06%
Expected lives (years)	.5 years
Expected price volatility	261.94%
Forfeiture rate	0.0%

The Company issued 240,000,000 shares of its Series A Preferred in December 2013 to its Chief Executive Officer. The correct number of Series A Preferred shares outstanding as of the date of the filing of the original 10-K/A on May 1, 2014 did not correctly reflect the amount of preferred shares outstanding, as reflected in the table below.

Convertible Demand Notes Payable

		As originally reported				As restated
Number of the issuer's Preferred Stock outstanding as of the date of the most recently filed Form 10-K/A on May 1, 2014			---				240,000,000

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 at a 50% discount to the stock price defined as the average three deep bids on the day of funding. For the nine months ended September 30, 2013, no shares were issued in satisfaction of payments and therefore no recognition of a beneficial conversion was made for the period. Since inception of this note, through September 30, 2013, the Company has issued 85,035,045 shares valued at $94,400 in satisfaction of payments. Payments resulted in the recognition of a beneficial conversion, at the time of the issuance, of $0 and $51,000 for the nine month periods ended September 30, 2013 and 2012, respectively. Since there is an option for repayment in cash, the beneficial conversion will be determined at the time of demand if shares are used in satisfaction of the payment request. The remaining balance on this convertible note payable was $155,600 and $155,600 as of September 30, 2013 and December 31, 2012, respectively.10

~~9. Income Tax~~Restatement

The ~~Company~~prior ~~accounts for~~period ~~income~~amounts ~~taxes~~included on ~~under Section 740-10-30 of~~ the ~~FASB~~Balance ~~Accounting~~Sheet ~~Standards Codification, which requires recognition of deferred tax assets and liabilities~~ for the ~~expected~~period ~~future~~ending ~~tax~~December ~~consequences~~31, of2013 ~~events that~~ have been ~~included~~restated into ~~the~~reflect ~~financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on~~ the ~~differences~~amount ~~between the financial statement and tax bases~~ of ~~assets~~preferred ~~and~~shares ~~liabilities~~outstanding as ~~using~~well ~~enacted~~as ~~tax~~an ~~rates~~error in ~~effect~~depreciation for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period ~~that includes the enactment date~~.

11The table below reflects the resulting effect to the financial statements.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

December 31, 2013
	As Previously Reported			Adjustment			As Restated
Balance Sheet (Extract)
Fixed assets, net of depreciation	$	8,108		$	(156	)	$	7,952
Stockholders’ deficit
Series A Preferred stock	$	---		$	2,400		$	2,400
Common stock	$	316		$	---		$	316
Paid in capital	$	13,795,490		$	---		$	13,795,490
Accumulated deficit	$	(14,201,472	)	$	(2,556	)	$	(14,204,028	)
Total Stockholders’ Deficit	$	(405,666	)	$	(156	)	$	(405,822	)
Total Liabilities & Equity	$	95,368		$	(156	)	$	95,212

Statement of Operations (Extract)
Depreciation	$	1,713		$	156		$	1,869
Stock Compensation	$	3,022,710		$	2,400		$	3,025,110
Net Loss	$	(5,865,885	)	$	(2,400	)	$	(5,868,287	)

~~The Company has not recognized an income tax benefit for the current quarter and year based on uncertainties concerning its ability to generate taxable income in future periods.~~ The Company ~~has~~determined ~~available~~that ~~net operating loss carry-forwards for financial statement and federal income tax purposes. These loss carry-forwards expire if not used within 20 years from~~ the year generated. The Company's management has decided a valuation allowance is necessary to reduce any tax benefits to zero because the available benefits are more likely than not to expire before they can be used. The tax based accumulated ~~deficit~~depreciation ~~creates~~and ~~tax~~related depreciation ~~benefits~~expense inwas ~~the~~previously ~~amount~~understated ofby $~~2,329,214 from inception through September 30, 2013~~156.

10The Company determined that the preferred stock based compensation paid out as per the majority shareholder’s employment agreement in the amount of $2,400 had previously not been recognized. ~~Equity~~

~~Four~~6. ~~billion~~Property ~~(4,000,000,000)~~and ~~shares of common stock are authorized by the company’s Amended Articles of Incorporation filed within the State of Delaware, at par value $.00001.~~Equipment

Shares issued to consultants during the 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.

	June 30, 2014			December 31, 2013
	(unaudited)			(restated)
Office Furniture	$	10,571		$	10,571
Computer Equipment		2,018			2,018
		12,589			12,589
Less accumulated depreciation		(5,578	)		(4,637	)
Property and equipment, net	$	7,011		$	7,952

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. 11

OnDepreciation expense ~~October~~was ~~31,~~$471 ~~2012,~~and ~~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~~$1,146 ~~Inc. and to provide~~ for athe ~~class~~three ofmonths ~~“blank~~ended ~~check”~~June ~~preferred stock. The Company also authorized five hundred million (500~~30,~~000,000)~~ ~~shares~~2014 ~~of preferred stock, par value $.000001. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series in addition to those set forth below~~ and ~~to fix and determine the relative rights and preferences of the shares of each series so established~~2013, ~~provided, however, that the rights and preferences of various series may vary only with respect to:~~ respectively.

~~the~~Depreciation ~~rate~~expense ofwas ~~dividend;~~$941 and $3,021 for the six months ended June 30, 2014 and 2013, respectively.

~~whether~~7. ~~the~~Notes ~~shares may be called and, if so, the call price and the terms and conditions of call;~~ Payable

~~the~~Convertible ~~amount payable~~Notes ~~upon the shares in the event of voluntary and involuntary liquidation;~~ Payable

~~sinking~~Convertible ~~fund~~notes ~~provisions~~have been issued at various times to a third party lender. The convertible notes mature within 9 months from the date of issuance, ifaccrue ~~any~~interest at a rate at 8% per year, ~~for~~and ~~the~~are ~~call~~convertible orat ~~redemption~~the option of the note holder into shares; of common stock at a 50-65% discount of the 10 day trailing trading price of the stock value.

To properly account for the convertible ~~terms~~note ~~and~~payable, ~~conditions~~the Company performed a detailed analysis to obtain a thorough understanding of the transaction. The Company reviewed ASC Topic 815, ifto identify whether any, onequity-linked ~~which~~features in the original issue discount convertible notes are freestanding or embedded. The Company determined that there were no free standing features. The convertible notes payable was then analyzed in accordance with Topic 815 to determine if the embedded conversion feature should be bifurcated and accounted for at fair value and remeasured at fair value in income. Due to the variable number of shares ~~may~~that could be ~~converted;~~issued, the Company determined that the embedded conversion feature did meet the requirements for bifurcation pursuant to Topic 815. As a result the Company recognized a derivative liability at fair value on the date of issuance and at each reporting date.

~~voting~~During ~~rights;~~2014, ~~and~~$45,040 of principal and accrued interest was converted into 34,850,789 shares of common stock.

~~whether~~The ~~the~~outstanding ~~shares~~balance ~~will~~at June be30, ~~cumulative~~2014 and December 31, ~~noncumulative~~ 2013 was $135,710 orand ~~partially~~$171,250, ~~cumulative~~respectively. asThe tounamortized ~~dividends~~discount ~~and~~at ~~the~~June ~~dates~~30, ~~from~~2014 ~~which~~and ~~any~~December 31, ~~cumulative~~2013 ~~dividends~~was ~~are~~$87,397 toand ~~accumulate.~~$32,861, respectively.

12Interest expense for the three month period ended June 30, 2014 and 2013 was $3,028 and $2,849, respectively.

OnInterest ~~May~~expense ~~15, 2013,~~for the ~~Company rescinded the Punch Television Network Agreement and all~~six ~~associated~~month ~~employment~~period ~~agreements. As~~ended ofJune ~~September~~ 30, ~~2013,~~2014 ~~153 million shares out of the 285 million issued have been returned to the Company~~ and ~~132~~2013 ~~million shares remain receivable to the Company. The fair value of the shares returned~~ was $~~0.0081~~6,606 ~~per~~and ~~share or a value of~~ $29,~~308~~304,~~500~~ respectively.

OnThe ~~April 29, 2013, the~~ Company ~~issued~~amortized ~~550,000,000 shares of common stock to its CEO~~debt ~~pursuant~~discount tofor ~~his~~the ~~employment~~three ~~agreement~~month ~~dated~~period ~~November~~ended 18June 30, ~~2005. These~~2014 ~~shares were~~and ~~valued~~2013 atwas $~~0.0001~~32,037 orand $5118,~~500~~599, respectively.

OnThe ~~May 1, 2013, the~~ Company ~~issued~~amortized ~~300,000,000~~debt discount ~~shares~~for ofthe ~~common~~six ~~stock~~month toperiod ~~its~~ended ~~CEO~~June ~~pursuant to his employment agreement dated November 18~~30, ~~2005. These~~2014 ~~shares~~and ~~were valued~~2013 atwas $~~0.0001~~57,464 orand $323,~~000~~130, respectively.

11On September 23, 2011, the Company issued a convertible note to a third party for $155,600. ~~Related~~ The convertible notes have no maturity date, accrue interest at 2% per year, and convertible at ~~Party~~the ~~Transactions~~option of the note holder into shares of common stock at a 50% discount of the trading price of the stock value.

~~Advances~~To properly account for the convertible note payable, the Company performed a detailed analysis to obtain a thorough understanding of the transaction. The Company reviewed ASC Topic 815, to identify whether any equity-linked features in the original issue discount convertible notes are freestanding or embedded. The Company determined that there were no free standing features. The convertible notes payable was then analyzed in accordance with Topic 815 to determine if the embedded conversion feature should be bifurcated and ~~Loans~~accounted for ~~from~~at ~~Shareholder~~fair value and remeasured at fair value in income. Due to the variable number of shares that could be issued, the Company determined that the embedded conversion feature did meet the requirements for bifurcation pursuant to Topic 815. As a result the Company recognized a derivative liability at fair value on the date of issuance and at each reporting date.

The majority shareholder has advanced funds, since inception, for the purpose of financing working capital and product development. As of September 30, 2013 and December 31, 2012, these advances amounted to $0 and $28,991, 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.12

~~Employment~~The outstanding balance at ~~Contracts~~June 30, 2014 and December 31, 2013 was $155,600, respectively. The unamortized discount at June 30, 2014 and December 31, 2013 was $0 and $0, respectively.

~~On November~~Interest ~~18,~~expense ~~2005~~for the ~~Company entered into an employment agreement with Steven~~three ~~Samblis~~month toended beJune ~~our~~30, ~~Chief~~2014 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)~~2013 ~~termination~~was 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~~776 ~~amount payable for a five (5) year employment commitment. The amount has been deferred~~ and ~~will be ratably expensed~~$0, ~~as compensation, over the length of the agreement~~respectively.

OnInterest ~~July 10,~~expense ~~2012~~for the ~~Company entered into an executive employment agreement with Joseph~~six ~~Collins~~month inended ~~the~~June ~~capacity~~30, as2014 ~~President~~ and ~~Co-Chairman~~2013 ofwas ~~the Board of Directors. The agreement provides for compensation of~~ $~~200~~1,~~000~~543 ~~per~~and ~~year upon completion of capital raise of~~ $30,~~000,000~~ ~~and the immediate issuance of 150,000,000 common shares~~respectively. ~~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.~~

~~Rescission~~On May 14, 2014, the Company issued a convertible note to a third party for $32,000. The convertible note mature one year from the date of ~~Punch~~issuance, TVaccrues interest at 8% per year, is convertible at the option of the note holder into share of common stock at a 45% of the 15 day trailing trading price of the stock value, and can be repaid within 180 days at 150% of face amount of the convertible note.

OnTo ~~May~~properly ~~14,~~account for the ~~2013~~convertible note payable, the Company ~~filed~~performed ~~Form~~a ~~8-K~~detailed ~~with~~analysis ~~the~~to ~~Securities~~obtain ~~and~~a ~~Exchange~~thorough ~~Commission~~understanding ~~and disclosed~~of ~~that~~ the transaction. The Company ~~rescinded~~reviewed ASC Topic 815, to identify whether any equity-linked features in the ~~Punch~~original ~~Television~~issue ~~Network~~discount ~~Agreement~~convertible ~~and~~notes ~~all~~are ~~associated~~freestanding ~~employment~~or ~~agreements~~embedded. byThe ~~mutual~~Company ~~agreement~~determined ofthat ~~both parties~~there were no free standing features. The convertible notes payable was ~~Joseph Collins~~then ~~resigned~~analyzed asin ~~President~~accordance with Topic 815 to determine if the embedded conversion feature should be bifurcated and ~~director~~accounted asfor at ~~result~~fair ofvalue and remeasured at fair value in income. Due to the ~~rescission~~variable number of shares that could be issued, the Company determined ~~Punch~~that ~~Television~~the ~~Network~~embedded ~~Agreement~~conversion ~~and~~feature asdid meet the requirements for bifurcation pursuant to Topic 815. As a result, the Company isrecognized a noderivative ~~longer accruing~~liability ~~wages~~at ~~under~~fair value on the ~~terms~~date of ~~Mr.~~issuance ~~Collin’s~~and ~~Agreement~~at each reporting date.

OnThe ~~May~~outstanding ~~21,~~balance ~~2013,~~at ~~Consent~~June ~~to Action by Shareholders Without a Meeting was delivered to the Company deeming it in the best interests of the Company to remove Joseph Collins from the Board of Directors of the Company~~30, ~~President~~2014 ofand ~~the~~December ~~Company~~31, ~~Co-Chairman~~2013 ~~of the~~was ~~Company~~$32,000 and ~~any~~$0, ~~capacity~~respectively. asThe aunamortized ~~Board~~discount ~~Member~~at orJune ~~Employee. On same date~~30, ~~the~~ ~~Company~~2014 ~~appointed Gayle Dickie~~ and ~~Meredith~~December ~~Walters to the Board of Directors of the Company. Additionally~~31, ~~Gayle Dickie was appointed~~ ~~President~~2013 ~~of the Company and James Allen Bradley~~ was ~~appointed~~$28,055 ~~as VP of Production~~ and ~~Operations~~$0, respectively.

~~Resignation~~Interest ofexpense for the three ~~Director~~month ended June 30, 2014 and 2013 was $316 and $0, respectively.

~~Effective~~Interest ~~August~~expense ~~12, 2013,~~for the ~~Company requested the resignation of Meredith Walters from the Board~~six ofmonth ~~Directors~~ended ~~who~~June ~~served~~30, as2014 anand ~~interim~~2013 ~~board~~was ~~member~~$316 ~~during the company’s restructuring of management. Meredith accepted~~ and ~~offered~~$0, ~~her resignation~~respectively.

13The Company amortized debt discount for the three month ended June 30, 2014 and 2013 was $3,945 and $0, respectively.

~~12. Commitments~~The Company amortized debt discount or the six month ended June 30, 2014 and ~~Contingencies~~2013 was $3,945 and $0, respectively.

~~The~~Original ~~Company~~Issue ~~has~~Discount ~~entered~~Convertible ~~into~~note ~~agreement for office and studio space for a six year period, beginning in January 2010 and expiring in December 2015.~~ payable

~~Future~~On ~~minimum~~April ~~lease~~4, ~~payments~~2014, the Company issued an original issue discount convertible note payable to a third party for $25,000. The note matures 6 months from the ~~years~~date ~~ended~~of ~~December~~issuance, and ~~31:~~is convertible at the option of the note holder into shares of common stock at a 42% discount from the lowest intra-day trading price 10 days prior to conversion.

2013	2,917
2014	2,917
2015	2,917
thereafter	--
	$ 8,751

To properly account for the original issue discount convertible note payable, the Company performed a detailed analysis to obtain a thorough understanding of the transaction. The Company reviewed ASC Topic 815, to identify whether any equity-linked features in the original issue discount convertible notes are freestanding or embedded. The Company determined that there were no free standing features. The convertible notes payable was then analyzed in accordance with Topic 815 to determine if the embedded conversion feature should be bifurcated and accounted for at fair value and remeasured at fair value in income. Due to the variable number of shares that could be issued, the Company determined that the embedded conversion feature did meet the requirements for bifurcation pursuant to Topic 815. As a result the Company recognized a derivative liability at fair value on the date of issuance and at each reporting date.

~~From~~The ~~time~~outstanding tobalance ~~time~~at ~~the~~June 30, ~~Company~~2014 ~~may~~and beDecember a31, ~~party~~2013 towas ~~litigation~~$22,000 ~~matters~~and ~~involving~~$0, ~~claims against the Company~~respectively. ~~Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.~~

~~Management~~Interest ~~has~~expense ~~considered~~for ~~all events subsequent to~~ the ~~balance~~three ~~sheet~~month ended ~~through~~June ~~the~~30, ~~date~~2014 ~~that~~and ~~these~~2013 ~~financial~~was ~~statements~~$0 ~~were~~and ~~available~~$0, ~~which is the date of our filing with the SEC~~respectively.

13~~. Subsequent Events~~

~~Management~~Interest ~~has~~expense ~~evaluated~~for ~~subsequent events through~~ the ~~date~~six ~~the~~month ended ~~financial~~June ~~statements~~30, ~~were~~2014 ~~issued.~~and ~~Based~~2013 onwas ~~our~~$0and ~~evaluation~~$0, ~~the following events have occurred and require disclosure:~~respectively.

OnThe ~~October~~Company ~~23,~~amortized ~~the~~debt ~~Company~~discount for ~~requested~~ the ~~resignation~~three ofmonth ~~Gayle~~ended ~~Dickie~~June ~~from~~30, ~~her~~2014 ~~role on the Board of Directors~~ and as2013 ~~the~~was ~~Company’s~~$11,885 ~~President. Ms. Dickie served as an interim Board Member during the company’s restructuring of management. Gayle accepted~~ and ~~offered~~$0, ~~her resignation~~respectively.

OnThe ~~October~~Company ~~23,~~amortized ~~the~~debt ~~Board~~discount or ofthe ~~Directors~~six ~~appointed~~month ~~Steve~~ended ~~Samblis~~June as30, ~~President~~2014 ~~of the Company~~ and ~~Joshua~~2013 ~~Mandel~~ was ~~appointed~~$11,885 asand a$0, ~~Director of the Company~~respectively.

~~The~~On June 12, 2014, the Company issued ~~received~~an original issue discount convertible note payable to a third party for $1650,000. inThe ~~proceeds~~note ~~from~~matures an6 ~~unrelated~~months ~~third~~from ~~party~~the indate of ~~exchange~~issuance, ~~for~~and ais convertible ~~promissory~~at ~~note~~the atoption anof ~~annual~~the ~~interest~~noteholder ~~rate~~into shares of 8%common onstock at a fixed discount of .00005. However, if the Company’s share price, at any ~~unpaid~~time ~~principal~~before ~~and~~June 12, 2015 loses the bid, then the fixed conversion price resets to .00001. If the Company gets a ~~maturity~~“DTC ~~date~~chill”, ofany ~~nine~~time ~~months~~before ~~from~~June 12, 2015, then the ~~date~~discount is reset to 65% off the low of the ~~funding~~previous 5 trading days.

To properly account for the original issue discount convertible note payable, the Company performed a detailed analysis to obtain a thorough understanding of the transaction. The Company ~~issued~~reviewed ~~345~~ASC Topic 815,~~805,195~~ ~~shares~~to identify whether any equity-linked features in ~~satisfaction~~the original issue discount convertible notes are freestanding or embedded. The Company determined that there were no free standing features. The convertible notes payable was then analyzed in accordance with Topic 815 to determine if the embedded conversion feature should be bifurcated and accounted for at fair value and remeasured at fair value in income. Due to the variable number of ~~payments~~shares that could be issued, the Company determined that the embedded conversion feature did meet the requirements for bifurcation pursuant to Topic 815. As a result the Company recognized a derivative liability at fair value on ~~its~~the ~~convertible~~date ~~promissory~~of ~~notes~~issuance and at each reporting date.

~~Item~~The 2.outstanding ~~Management’s~~balance ~~Discussion~~June 30, 2014 and ~~Analysis~~December or31, ~~Plan~~2013 ofwas ~~Operation~~$50,000 and $0, respectively.

~~Note~~Interest ~~Regarding~~expense ~~Forward~~for ~~Looking~~the ~~Statements~~three month ended June 30, 2014 and 2013 was $0 and $0, respectively.

~~This~~Interest ~~quarterly~~expense ~~report on Form 10-Q of IC PUNCH MEDIA, INC.~~ for the ~~period~~six month ended ~~September~~June 30, ~~2013~~2014 ~~contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,~~ and ~~Section~~2013 ~~21E~~was of$0 the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and ~~uncertainties. In particular~~$0, ~~statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements~~respectively. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

The ~~following~~Company ~~are~~amortized ~~factors~~debt ~~that~~discount for ~~could~~the ~~cause~~three ~~actual~~month ~~results~~ended orJune ~~events~~30, to2014 ~~differ~~and ~~materially~~2013 ~~from~~was ~~those anticipated~~$5,122 and ~~include but are not limited to: general economic~~$0, ~~financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings~~respectively.

14The Company amortized debt discount or the six month ended June 30, 2014 and 2013 was $5,122 and $0, respectively.

~~You should not rely on forward-looking statements in this quarterly report~~8. ~~This~~ ~~quarterly~~Derivative report contains forward-looking statements that involve risks and uncertainties. We use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by IC PUNCH MEDIA, INC. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:Liabilities

~~(a) An~~The ~~abrupt~~Company ~~economic~~determined ~~change~~that ~~resulting~~the embedded conversion features in anthe ~~unexpected~~convertible ~~downturn~~notes payable resulted in ~~demand;~~a potential variable number of shares. Due to the variable number of shares that could be issued, the Company determined that the embedded conversion features were derivatives. As a result, the Company recoginzed a derivative liability at fair value on the date of issuance and at each reporting date.

~~(b) Governmental~~The ~~restrictions~~Company orused ~~excessive~~the ~~taxes~~binomial onpricing ~~our~~model and ~~products;~~assumptions that consider, among other factors, the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates in estimating fair value for the warrants considered to be derivative instruments. As of June 30, 2014, the underlying assumptions were used to compute the derivative laibility:

Risk-free interest rate	0.04 % - 0.10	%
Expected dividend yield	0.00	%
Expected term (in years)	.0.5 - 1.0
Expected volatility	130 % - 690	%

~~(d) Economic~~Changes ~~resources~~in tofair ~~support~~value of the ~~retail~~derivative ~~promotion~~financial instruments are recognized in the statement of ~~new~~operations ~~products~~as a derivative gain or loss and ~~services~~are included in other income (expense). The warrant derivative gains (losses) are non-cash income (expenses); and for the three month and six month periods ended June 30, 2014 related derivative gain or loss is included in other income (expense) in the statement of operations.

~~(e) Expansion plans, access to potential clients, and advances in technology; and~~14

~~(f) Lack~~ Changes ofin ~~working~~the ~~capital~~derivative ~~that~~warrant ~~could~~liability for ~~hinder~~ the ~~promotion~~three and ~~distribution~~six ofmonth ~~products~~periods ~~and~~June ~~services~~30, to2014 aare ~~broader~~as ~~based business and retail population.~~follows:

Financial information provided in this Form 10-Q for periods subsequent to September 30, 2013 is preliminary and remains subject to audit. As such, this information is not final or complete, and remains subject to change, possibly materially.

	Three Months Ended June 30, 2014			Six Months Ended June 30, 2014
Balance at beginning period	$	131,072		$	177,761
Fair value of embedded conversion features		296,616			267,498
Reclassification of derivative liabilities to APIC		(34,850	)		(34,850	)
Increase (decrease) in the fair value of warrant liability		222,133			204,562
Balance at end of period		614,971			614,971

~~Management’s~~10. ~~Discussion and Analysis of Financial Condition and Results of Operations~~Equity

~~Three~~Preferred ~~months ending September 30, 2013 as compared to September 30, 2012~~Stock

~~The~~On October 31, 2012, the Company's ~~had~~Board $0of ~~and~~Directors ~~$50,456~~approved ~~from~~the ~~advertising~~amendment ~~revenue~~of ~~for~~the Company's Certificate of Incorporation to change the ~~three~~Company's ~~month~~name ~~period~~to ~~ended~~IC ~~September~~Punch 30Media, ~~2013~~Inc. and ~~2012~~to provide for a class of "blank check" preferred stock. The Company is authorizing five hundred million (500,000,000) ~~respectively~~shares of preferred stock, par value $.00001. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series in addition to those set forth below and to fix and determine the relative rights and preferences of the shares of each series so established, provided, however, that the rights and preferences of various series may vary only with respect to:

~~General~~* ~~and~~the ~~administrative~~rate ~~expenses~~of ~~for~~dividend; * whether the ~~three~~shares ~~months~~may ~~ended~~be ~~September~~called 30and, ~~2013~~if ~~were $46~~so,~~608~~ ~~compared~~the tocall ~~$328,146~~price ~~for~~and the ~~three~~terms ~~months~~and ~~ended~~conditions ~~September~~of ~~30,~~call; ~~2012.~~* ~~General~~the ~~and~~amount ~~Administrative~~payable ~~expenses~~upon ~~decreased~~the asshares ain ~~result~~the event of ~~decreased~~voluntary ~~travel~~and ~~expense~~involuntary ~~and~~liquidation; ~~professional~~* ~~fees.~~sinking ~~The~~fund ~~Company~~provisions, ~~has~~if ~~realized~~any, afor ~~net~~the ~~loss~~call ~~from~~or ~~operations~~redemption of ~~$39,743~~the ~~for~~shares; * the ~~three~~terms ~~months~~and ~~ended~~conditions, ~~September~~if 30any, ~~2013~~on ~~compared~~which tothe ashares ~~net~~may ~~loss~~be ofconverted; ~~$6,870,457~~* ~~for~~voting rights; and * whether the ~~three~~shares ~~months~~will ~~ended~~be ~~September~~cumulative, 30noncumulative, ~~2012. The~~or ~~decrease~~partially ~~represents~~cumulative aas ~~decrease~~to individends ~~stock~~and ~~based~~the ~~compensation~~dates from which any cumulative dividends are to accumulate.

~~Nine~~Our ~~months~~board ~~ending~~of ~~September~~directors 30has authorized 240,000,000 shares ~~2013~~of Series A Convertible Preferred Stock (“Series A”). Except as ~~compared~~otherwise provided in the Certificate of Designation of the Series A (the “Designation”) or our by-laws, each holder of shares of Series A shall have voting rights equal to ~~September~~10 30shares of common stock. The holders of Series A are entitled to receive dividends when, ~~2012~~and if, declared by the board.

The Company had $0 and $70,679 from advertising revenue for the nine month periods ended September 30, 2013 and 2012, respectively. The Company has secured a contract for the commitment, at minimum, to distribute five program licenses: "Instant Movie Reviews"," Instant DVD Reviews", "First Look"," Trailers", and "IC Sports". The Company has also received revenues from other advertising and talent fees. Prior to March 31, 2012, the Company recorded $43,506 of revenue from Punch TV and $0 for the current period. Prior earnings have been recorded as discontinued operations as a result of the rescission of the Punch TV assets on May 14, 2013.15

~~Operating~~At ~~expenses~~June ~~were $222~~30,~~367~~ ~~and $5~~2014,~~291,233~~ ~~for~~ the ~~nine~~Series ~~month~~A is ~~period~~convertible ~~ended~~at ~~September~~any ~~30,~~time ~~2013~~ and ~~2012,~~from ~~respectively. During~~time ~~the~~to ~~nine~~time ~~months~~after ~~ending~~the ~~September~~issue ~~30,~~date ~~2013~~at ~~and 2012,~~ the ~~Company~~holder’s ~~issued~~option ~~shares~~at asa ~~compensation~~rate ~~for~~of ~~services~~10 ~~in the amount~~ shares of ~~$48,710~~Series ~~and~~A ~~$4,842,875,~~for ~~respectively.~~1 ~~The~~share ~~Company~~of iscommon ~~recording~~ stock~~-based~~. ~~compensation,~~As ~~valued at the date~~ of ~~the~~September ~~issuance~~11, ~~and~~2014, ~~ratably~~per ~~expensing~~amendment ~~over~~2 ~~the service period. Other significant operating expenses were also related~~ to ~~the~~Series ~~maintenance~~A this ofprovision ~~the~~has been ~~corporate~~changed ~~entity,~~where ~~primarily~~as ~~accounting~~reverse ~~and~~stock ~~legal~~splits ~~fees. Expenses~~do ~~incurred~~not inchange ~~the~~Preferred ~~development~~share ~~of the web-based search site are expensed as incurred~~holdings.

~~CONTRACTUAL~~The ~~OBLIGATIONS~~conversion price of the Series A Preferred (the “Conversion Price”) shall be proportionately reduced for a stock dividend, stock split, subdivision , combination or similar arrangements.

~~Employment~~The ~~Contracts~~holders of Series A will receive an amount per share equal of (i) $1.00, adjusted for any recapitalization, stock combinations, stock dividends, stock options and the like with respect to such shares, plus and accumulated but unpaid dividends, and (ii) the amount such holder would receive if such holder has converted its shares of SeriesA to common stock, subject to but immediately prior to such holder has converted its shares of Series A to common stock, subject to but immediately prior to such Liquidation (the “Liquidation Preference”). The Liquidation Preference was $240,000,000 at June 30, 2014 and December 31, 2013.

OnCommon 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.Stock

15The 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. As of June 30, 2014 and December 31, 2013, the outstanding number of shares was 25,000,000.

On March ~~July~~27, 102014, ~~2012~~a ~~the~~100:1 ~~Company~~reverse ~~entered~~stock ~~into~~split anapproved ~~executive~~by ~~employment agreement with Joseph Collins in~~ the ~~capacity~~Company's ~~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~~majority ~~immediate~~stockholder ~~issuance~~on ofDecember ~~150~~11,~~000,000~~ 2005 ~~common~~became ~~shares~~effective. ~~Additional~~The ~~shares~~financial ~~are~~statements tohave bebeen formatted ~~issued~~to onreflect ~~a progressive level upon~~ the ~~successful~~retro-application ~~raise~~ of ~~capital~~this ~~and additional incentive issuances upon meeting certain business benchmarks~~event.

On May 147, ~~2013~~2014, the Company’s ~~rescinded the Punch Television Network Agreement and all associated employment agreements by mutual agreement of both parties. Joseph Collins resigned as~~ President ~~and~~returned ~~director~~an ~~as result~~ aggregate of ~~the~~10,914,616 ~~rescission~~shares of ~~the~~common ~~Punch~~stock ~~Television~~to ~~Network Agreement and as a result,~~ the Company’s istreasury at nopar ~~longer~~value ~~accruing~~or ~~wages under the terms of Mr~~$0.0001 ~~Collin’s~~per ~~Agreement~~share.

~~LIQUIDITY~~On May ~~AND~~7, ~~CAPITAL~~2014, ~~RESOURCES~~an aggregate of 1,531,450 shares of common stock was returned to the Company’s treasury by two shareholders for a value of $4,441 or $0.016 per share. The shares outstanding were related to an acquisition that was rescinded by both parties. As a result, the Company has recorded the value of the shares returned as a gain on the disposal of assets.

~~The~~On ~~Company~~June is2, currently financing its operations primarily through loans and advances from the majority shareholder. These advances are being made to supplement any cash generated by the operating revenue. We believe we can currently satisfy our cash requirements for the next twelve months with our current expected increase in revenue2014, ~~and~~ the Company ~~expected~~issued ~~capital~~an toaggregate ~~be raised in private placement and sales~~ of ~~our~~3,750,000 common ~~stock. Additionally,~~shares ~~we will begin~~ to ~~use~~consultants ~~our common stock~~ as ~~payment~~compensation for ~~certain~~services ~~obligations and secure work to be performed~~provided. ~~Management~~ ~~plans~~The tostock ~~increase~~was ~~revenue in order to sustain operations for~~ valued at ~~least~~approximately ~~the~~$24,750 ~~next~~or ~~twelve~~$0.0066 ~~months~~per share.

At ~~September~~various ~~30,~~times ~~2013,~~during the ~~Company~~six ~~did~~month ~~not~~period ending ~~have~~June ~~adequate~~30, ~~cash~~2014, ~~resources~~the toCompany ~~meet~~issued ~~current~~an ~~obligations. Management~~aggregate ~~believes~~of ~~that~~34,850,789 ~~financial~~shares ~~support~~in ~~from~~satisfaction ~~the~~of ~~majority~~debt ~~shareholder to pay minimal~~ and ~~necessary~~accrued ~~incurred~~interest ~~expense~~for ~~will~~a ~~allow~~value of ~~the Company to benefit from advertising revenue streams~~$45, ~~currently in-place~~040, toor ~~produce~~an ~~the~~average ~~anticipated~~of ~~cash~~$0.0013 ~~flow~~per ~~necessary to support operations~~share.

~~At September 30, 2013, the Company had negative working capital of approximately $484,833 as compared to negative $634,842 at December 31, 2012~~11. ~~Working~~ ~~capital~~Related asParty ~~of both dates consisted entirely of cash, accounts receivable, and prepaid expenses, net of current liabilities.~~Transactions

AtEmployment September 30, 2013, the Company has minimal cash and tangible assets, increasing accrued liabilities, negligible revenues, and a history of operating losses. Absent an outside capital infusion, the Company will seek funding from traditional banking and other private sources. There are no assurances that any manner of securities offering (debt or equity) will be successful, and the Company’s revenues are inadequate to provide for the growth projected in this filing. We may be reliant on additional shareholder contributions, including from management, to continue operations. We are hopeful that the market awareness and financial transparency afforded through becoming a reporting company will assist us in procuring additional investment capital or loans. Contracts

AsOn November ~~reflected~~18, in2005 the ~~audited~~Company ~~financial~~entered ~~statements,~~into asan ofemployment ~~December~~agreement ~~31,~~with ~~2012,~~Steven Samblis to be our ~~auditor’s~~Chief ~~report~~Executive ~~included~~Officer. The anagreement ~~explanatory~~provided ~~paragraph~~(1) ~~concerns~~the ~~that~~issuance ~~raise~~of ~~substantial~~35 ~~doubt~~million ~~about~~shares ~~the~~of ~~Company’s~~its ~~ability~~common stock; (2) compensation to ~~continue~~be as15% aof ~~going~~revenues; ~~concern. The~~(3) included ~~ability~~a ofprovision to authorize the ~~Company~~issuance of shares to ~~continue~~maintain asmajority aof ~~going~~control; ~~concern~~and is(4) ~~dependent~~termination of agreement on November 18, 2025. On September 23, 2011, the Company's entered ~~ability~~into toan ~~become~~employment ~~profitable~~continuation ~~and~~commitment oragreement ~~attain~~with ~~funding~~the ~~through~~Chief ~~additional~~Executive ~~sale~~Officer, who is the majority shareholder, whereby the Company’s Board of ~~common~~Directors ~~stock~~declared ora ~~debt~~$250,000 ~~financing~~amount payable for a five (5) year employment commitment. The amount ~~unaudited~~has ~~financial~~been ~~statements~~deferred doand ~~not~~will ~~include~~be ~~any~~ratably ~~adjustments~~expensed, ~~that~~as ~~might~~compensation, beover ~~necessary~~the iflength of the ~~Company~~agreement. isMr. ~~unable~~Samblis has agreed to ~~continue~~defer the compensation as aset ~~going~~forth ~~concern~~in the Agreement until such time the Company has sufficient funds to cover the expense.

~~Off~~Advances ~~Balance~~and ~~Sheet~~Loans ~~Arrangements~~ from Shareholder

WeThe majority ~~have~~shareholder has advanced funds, since inception, for the purpose of financing working capital and product development. As of June 30, 2014 and June 30, 2013, these advances amounted to $0 and $1,200, respectively. There are no ~~off~~formalized ~~balance~~agreement ~~sheet~~or repayment ~~arrangements~~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.

~~Subsequent Events~~16

~~Management has evaluated subsequent events through the date the financial statements were issued~~12. ~~Based~~Commitments ~~on our evaluation the following events have occurred~~ and ~~require disclosure:~~Contingencies

~~The~~From ~~Punch~~time ~~Television~~to ~~Network~~time, ~~Agreement~~the ~~made~~Company ~~effective~~may ~~July~~be ~~10,~~a ~~2012~~party to ~~and~~litigation ~~the~~matters ~~associated~~involving ~~employment~~claims ~~agreement~~against ~~were~~the ~~rescinded~~Company. asManagement ofbelieves ~~May~~that ~~14,~~there ~~2013.~~are Asno acurrent ~~result~~matters ofthat ~~the~~would ~~rescission~~have a ofmaterial ~~the~~effect ~~Punch~~on ~~Television~~the ~~Network~~Company's ~~Agreement,~~financial ICposition ~~Punch~~or ~~Media,~~results ~~Inc~~of operations. ~~will~~Management ~~change~~has ~~its~~considered ~~name~~all events subsequent to VUthe ~~Media~~balance ~~Corporation,~~sheet ~~which~~through ~~change~~the ~~requires~~date usthat tothese ~~file~~financial ~~Amended~~statements ~~Articles~~were ofavailable, ~~Incorporation~~which ~~with~~is the ~~Delaware~~date ~~Secretary~~ of ~~State's~~our ~~office after a Section 14~~ filing with the ~~Securities and Exchange Commission~~ SEC.

1613. Subsequent Events

OnSubsequent ~~October~~to ~~23,~~ the current ~~Company~~period ~~requested~~ended ~~the~~June ~~resignation~~30, of2014, ~~Gayle Dickie from her role on~~ the ~~Board of Directors and as the~~ Company’s ~~President.~~has ~~Ms.~~identified ~~Dickie served as an interim Board Member during~~ the ~~company’s~~following ~~restructuring~~material ~~of management. Gayle accepted and offered her resignation.~~events:

OnSubsequent ~~October~~to 23June 30, ~~the~~2014, ~~Board~~note holders converted $100,582 of ~~Directors~~principal ~~appointed~~on ~~Steve~~convertible ~~Samblis~~notes asand ~~President~~$1,900 of ~~the~~accrued ~~Company~~interest ~~and~~into ~~Joshua~~281,331,816 ~~Mandel~~shares of ~~was~~common ~~appointed~~stock asin asatisfaction ~~Director~~ of ~~the Company~~debt.

~~The~~Subsequent ~~Company~~to ~~received~~June 30, ~~$158~~2014,~~000~~ inthe ~~proceeds~~Company ~~from~~issued an316,000,000 ~~unrelated~~shares ~~third~~to ~~party~~individuals inas ~~exchange~~compensation for ~~convertible~~services ~~promissory~~to ~~notes~~the atCompany. anThe ~~annual~~shares ~~interest~~were ~~rate~~valued at of$284,400 8%in ~~on any unpaid principal and a maturity date of nine months from~~ the ~~date of funding~~aggregate.

~~The Company issued 345,805,195 shares in satisfaction of payments on its convertible promissory notes.~~ 17

Item 3 2. Management’s ~~Quantitative~~Discussion and ~~Qualitative~~Analysis ~~Disclosures~~or ~~About~~Plan of ~~Market Risk~~Operation.

WeNote ~~are~~Regarding aForward ~~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.~~Looking Statements

~~Item~~This 4quarterly report on Form 10-Q of IC PLACES, INC. ~~Controls~~FKA IC PUNCH MEDIA, INC. for the period ended June 30, 2014 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and ~~Procedures~~Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished.

~~Item~~The ~~4(T). Controls~~following are factors that could cause actual results or events to differ materially from those anticipated, and ~~Procedures~~include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; and the costs and effects of legal proceedings.

~~(a)~~You should not rely on forward-looking statements in this quarterly report. This quarterly report contains forward-looking statements that involve risks and uncertainties. ~~Management’s~~We ~~Conclusions~~use ~~Regarding~~words ~~Effectiveness~~such ofas ~~Disclosure~~"anticipates," ~~Controls~~"believes," "plans," "expects," "future," "intends," and ~~Procedures~~similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by IC PLACES, INC. FKA IC PUNCH MEDIA, INC. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:

~~The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is~~ (a) An ~~process~~abrupt ~~designed~~economic ~~under~~change ~~the~~resulting ~~supervision~~in ofan ~~the~~unexpected ~~Company’s~~downturn Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in ~~accordance with U.S. generally accepted accounting principles.~~demand;

With respect to the period ending September 30, 2013, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(eb) Governmental ~~and~~restrictions ~~15d-15(e)~~or ~~promulgated~~excessive ~~under~~taxes ~~the Securities Exchange Act of 1934 and based~~ on ~~the~~our ~~criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.~~ products;

~~Based~~(c) Over-abundance upon our evaluation regarding the period ending September 30, 2013, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ~~ability~~companies tosupplying ~~have~~computer ~~multiple~~products ~~levels of transaction review. Through the use of external consultants~~ and ~~the review process, management believes that the financial statements and other information presented herewith are materially correct.~~ services;

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

(be) Expansion ~~Changes~~plans, access to potential clients, and advances in ~~Internal~~technology; ~~Controls~~and

~~There~~(f) Lack ~~have~~of ~~been~~working nocapital ~~changes~~that incould ~~the~~hinder ~~Company’s internal control over financial reporting during~~ the ~~period~~promotion ~~ended~~and ~~September~~distribution ~~30,~~of ~~2013~~products ~~that~~and ~~have~~services ~~materially affected, or are reasonably likely~~ to ~~materially~~a ~~affect,~~broader ~~the~~based ~~Company’s~~business ~~internal~~and retail ~~controls over financial reporting~~population.

~~Part~~Financial information IIprovided in this Form 10-Q for periods subsequent to June 30, 2014 is preliminary and remains subject to audit. ~~Other~~ As ~~Information~~such, this information is not final or complete, and remains subject to change, possibly materially.

~~Item~~Management’s 1.Discussion ~~Legal~~and ~~Proceedings~~Analysis of Financial Condition and Results of Operations

17Three months ending June 30, 2014 as compared to June 30, 2013

~~None~~The Company had $0 and $0 from advertising revenue for the three month period ended June 30, 2014 and 2013, respectively.

~~Item~~General 2and administrative expenses for the three months ended June 30, 2014 were $36,059 compared to $56,247 for the three months ended June 30, 2013. ~~Unregistered~~General ~~Sales~~and Administrative expenses decreased as a result of ~~Equity~~decreased ~~Securities~~travel expense and ~~Use~~professional fees. The Company has realized a loss from continued operations of ~~Proceeds~~$518,231 for the three months ended June 30, 2014 compared to a net loss of $255,991 for the three months ended June 30, 2013. The increase in the Company’s loss is primarily due to increases in professional fees and the loss on the change in our derivative financing offset by a decrease in stock compensation expense, The Company’s stock compensation expense for the three months ending June 30, 2014 was offset by a correction to amortization of unearned stock compensation for the period in the amount of approximately $50,000.

~~None.~~Six months ending June 30, 2014 as compared to June 30, 2013

~~Item~~The 3.Company ~~Defaults~~had ~~Upon~~$0 ~~Senior~~and ~~Securities~~$0 from advertising revenue for the six month period ended June 30, 2014 and 2013, respectively.

~~None.~~18

General and administrative expenses for the six months ended June 30, 2014 were $92,518 compared to $162,113 for the six months ended June 30, 2013. General and Administrative expenses decreased as a result of decreased travel expense and professional fees. The Company has realized a loss from continued operations of $523,819 for the six months ended June 30, 2014 compared to a net loss of $242,799 for the six months ended June 30, 2013. The overall increase is largely attributed to the loss associated with derivative financing offset by a decrease in stock compensation expense. The Company’s stock compensation expense for the six months ending June 30, 2014 was offset by a correction to amortization of unearned stock compensation for the period in the amount of $50,000.

CONTRACTUAL OBLIGATIONS

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 35 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. Mr. Samblis has agreed to defer the compensation as set forth in the Agreement until such time the Company has sufficient funds to cover the expense.

LIQUIDITY AND CAPITAL RESOURCES

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

At June 30, 2014, the Company did not have adequate cash resources to meet current obligations. Management believes that financial support from the majority shareholder to pay minimal and necessary incurred expense will allow the Company to benefit from advertising revenue streams, currently in-place, to produce the anticipated cash flow necessary to support operations.

At June 30, 2014, the Company had negative working capital of approximately $832,011 as compared to negative $413,774 at December 31, 2013. Working capital as of both dates consisted entirely of cash, accounts receivable, and prepaid expenses, net of current liabilities.

At June 30, 2014, the Company has minimal cash and tangible assets, increasing accrued liabilities, negligible revenues, and a history of operating losses. Absent an outside capital infusion, the Company will seek funding from traditional banking and other private sources. There are no assurances that any manner of securities offering (debt or equity) will be successful, and the Company’s revenues are inadequate to provide for the growth projected in this filing. We may be reliant on additional shareholder contributions, including from management, to continue operations. We are hopeful that the market awareness and financial transparency afforded through becoming a reporting company will assist us in procuring additional investment capital or loans.

As reflected in the unaudited interim financial statements as of June 30, 2014, we have included an explanatory paragraph related to issues that raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to become profitable and or attain funding through additional sale of common stock or debt financing. The unaudited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

Subsequent Events

Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation the following events have occurred and require disclosure:

Subsequent to June 30, 2014, note holders converted $100,582 of principal on convertible notes and $1,900 of accrued interest into 281,331,816 shares of common stock in satisfaction of debt.

Subsequent to June 30, 2014, the Company issued 316,000,000 shares to individuals as compensation for services to the Company. The shares were valued at $284,400 in the aggregate.

The number of shares of the issuer’s common stock, par value $.00001 per share, outstanding as of August 16, 2014 is 605,091,318.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Item 4(T). Controls and Procedures

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

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

With respect to the period ending June 30, 2014, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based upon our evaluation regarding the period ending June 30, 2014, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the review process, management believes that the financial statements and other information presented herewith are materially correct.

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

(b) Changes in Internal Controls

There have been no changes in the Company’s internal control over financial reporting during the period ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

None.

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

At various times during the three month period ending June 30, 2014, the Company issued an aggregate of 29,074,297 shares in satisfaction of debt and accrued interest for a value of $21,934, or an average of $0.0008 per share.

On May 7, 2014, an aggregate of 1,531,450 shares of common stock was returned to the Company’s treasury by two shareholders for a value of $4,441 or $0.016 per share. The shares outstanding were related to an acquisition that was rescinded by both parties. As a result, the Company has recorded the value of the shares returned as a gain on the disposal of assets.

On June 2, 2014, the Company issued an aggregate of 3,750,000 common shares to consultants as compensation for services provided. The stock was valued at approximately $24,750 or $0.0066 per share.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~Mr.~~Not ~~Peter Messineo, our Chief Financial Officer, submitted his resignation effective November 15, 2012~~applicable. His departure is not due to any disagreement with the Company on any matter related to the Company’s operations. Mr. Steven Samblis, our Chief Executive Officer will assume these responsibilities until a replacement can be arranged, which is expected to be announced concurrently with the effective departure.

~~On May 21, 2013,~~Item Consent to Action by Shareholders Without a Meeting was delivered to the Company deeming it in the best interests of the Company to remove Joseph Collins from the Board of Directors of the Company, President of the Company, Co-Chairman of the Company, and any capacity as a Board Member or Employee6. OnExhibits same date, the Company appointed Gayle Dickie and Meredith Walters to the Board of Directors of the Company. Additionally, Gayle Dickie was appointed President of the Company and James Allen Bradley was appointed as VP of Production and Operations.

GAYLE DICKIE

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

~~Producer, Writer~~* Filed herein

As** In ~~President~~accordance ~~and~~with ~~COO of~~Regulation ~~Hey Girl Hey Entertainment LLC~~S-T, ~~Gayle is a consistent top performer and well~~ ~~respected~~the ~~entertainment~~Interactive ~~executive~~Data ~~with~~Files ~~solid relationships having 25 years~~ in ~~the~~ ~~business~~Exhibit of101 ~~programming, sales/distribution of television, film, syndication, music, animation, toy licensing, marketing, packaging and producing, as well as raising private equity providing exclusive services~~ to ~~various~~ ~~clients and independent studios worldwide. A former syndicator, Gayle was~~ the ~~first~~Quarterly ~~female~~Report ~~Vice~~on ~~President~~Form ~~for~~10-Q ~~Blair~~shall ~~Entertainment,~~be ~~holding~~deemed ~~executive positions~~"furnished" ~~at Viacom, Mattel Television Syndication, a division of Mattel Toys, Inc., Television Program Enterprises, Fries Entertainment~~ and ~~Orion~~not ~~Television Syndication~~"filed. She regularly syndicated, packaged and distributed movie and television programs to over 210 television stations domestically, working with top broadcast O&O stations (U.S.) managing $25M in advertising and $25M in revenues with some of the most recognizable programs in television."

During her tenure as a domestic syndicator, Gayle helped program hundreds of television stations in the top 150 markets, including first air on stations such as, KPXN-TV, KOFY-TV, KTXA-TV, KDFI-TV, KTXH-TV, KZAT-TV, KSTW-TV, KSAZ-TV, KTVD and KDOB-TV in markets such as Los Angeles, San Francisco, Dallas, Houston, Seattle, Phoenix, Denver and Bakersfield. These television stations went on to become strong independent stations still continuing in today’s domestic market and some now affiliated with major networks such as FOX and CW.21

In the early 90’s she effectively pitched and packaged, “DRAGONBALL Z” to Saban Entertainment, supervising all domestic syndication and marketing efforts. The show sold in more than 150 television markets, became one of the most successful ‘japanimation’ programs in the world with global revenues estimated over $100M. In 1997, her independent movie, “THE GIFTED,” went to Cannes Film Festival with sales over $8M.SIGNATURES

~~The~~In ~~following~~accordance ~~two years,~~with ~~Gayle~~Section ~~was~~13 ~~recruited~~or as15(d) ~~a Managing Director/Business Development~~ of the ~~Entertainment~~Exchange ~~and Media for Covansys~~Act, ~~Inc.~~the ~~She~~Registrant ~~was~~caused ~~responsible~~this ~~for~~report ~~$14M in sales of business intelligence for television/film/studio/music companies providing end-~~to~~-end~~ ~~solutions~~be ~~and~~signed ~~custom~~on ~~development~~its ~~software~~behalf ~~applications~~by ~~increasing brand~~the ~~visibility to Warner Bros.~~undersigned, ~~Fox~~thereunto ~~Filmed~~duly ~~Entertainment, Universal, Dreamworks, MGM, Sony, Paramount, E Networks, Disney and DirecTV~~authorized.

	IC PLACES, INC.,
	FKA IC PUNCH MEDIA, INC.

Date: September 12, 2014	By:	/s/ Steven Samblis
		STEVEN SAMBLIS,
		Chief Executive Officer
		Chief Financial Officer

Continuing her independent spirit, she produced and raised $10M in private equity/financing for a feature film in 2009, hiring all above the line talent, (Cloris Leachman, Toni Braxton, Chazz Palminteri, Cary Elwes, and Jamie Presley) successfully recouping Michigan’s 42% of tax credit/spend back to investors.22

With numerous TV shows and films in development, Gayle is a member of NATPE & FAME. A former competitive athlete, Gayle set (and still holds) the WORLD RECORD of 13,104 Bent- Knee Sit Ups in 12 Hours on ABC-TV in 1980. It was a World Wide Television Event Program entitled, “The New and Spectacular Guinness Book of World Records.”

As a Producer and Writer, Gayle is a creative consultant on a number of television and film projects for various television cable and broadcast networks. She is currently forming strategic alliances with some of Hollywood’s brightest talent in music, sports and entertainment to develop a new mini-major studio partnership.

MEREDITH C. WALTERS

Meredith is an accomplished dynamic media sales and marketing executive with over 25 years of experience in the Broadcast Television, Cable, and Digital Media industries.

Meredith is considered an innovative sales leader with diverse career experiences at the top networks in Television and Cable, including FOX, UPN, NBC, and COX Media. Throughout her career in Television and New Media, Meredith was instrumental in the launch and introduction of several networks such as FOX, MSNBC, UPN, NETZERO and OHH digital network, SOLUTREA to the advertising marketplace.

During her long tenure in broadcast television, Meredith was responsible for over $ 500MM in advertising revenue. Her experience has included the some of the top billing stations and station groups in the industry including, (FOX, UPN, TRIBUNE, NBC, BELO, COX) in all major markets in the U.S., (NY, LA CHICAGO, PHIL, BOSTON, SF, D.C.) In her position as National Sales Manager at UPN 44, Meredith was part of the launch of the cutting edge UPN network and was responsible for over $31 MM in national revenue. During her tenure at NBC, Meredith developed advertising revenue of over $15 MM and co-created the “Chris Matthews College tour” show, generating $500K in incremental revenue for the fledging network. This show was also a one of a kind integrated sponsorship program incorporating a specialized content. This show is still on the NBC cable networks today. While at FOX, Meredith was hired to reorganize one of the FOX O&O owned and operated) stations group offices and was responsible for over $33MM in revenue, and successfully increasing sales for the office by 18%.

Meredith also has over 9 years of sales management experience at top network rep firms giving her extensive exposure with every major market and all top owned and operated station groups where she was responsible for a combined $64 MM in sales and the management of up to 20 sales reps in 10 offices nationwide. She consistently outperformed competitive market revenue shares by 16 % year-to-year and increased revenues by 20% year to year.

In 2007, Meredith was a founder in a Digital Multi Media startup focused on wireless content delivery networks including OOH digital networks. She was responsible for all strategic alliance and media negotiations and deployment of the distribution networks generating 15 MM in new revenue. Meredith is currently providing consultant services for a start- up OOH Company, as well as music licensing for television stations and advertising agencies.

Item 6. Exhibits

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

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

SIGNATURES

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

IC PUNCH MEDIA, INC.

Date: November 19, 2013 By: /s/ Steven Samblis

STEVEN SAMBLIS,

Chief Executive Officer

Chief Financial Officer

Filing Compare · Imagination TV, Inc.