United States
Securities and
Exchange Commission
Washington,
D.C. 20549
Form 10-Q
Amendment 1
[X] QUARTERLY REPORT
UNDER SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE
ACT OF 1934
For the quarterly
period ended September 30, 2011.
or
[ ] TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition
period from __________ to __________.
Commission file
number
000-53278
IC PLACES, INC.
(Name of small business issuer in its charter)
Delaware
(State or other jurisdiction of incorporation or
organization)
42-1662836
(I.R.S. Employer Identification No.)
1211 Orange Ave. Suite 300, Winter Park, FL 32789
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code
:
407-442-0309
Indicate
by check mark whether the registrant: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. (X) Yes (__) No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer (__) Accelerated filer (__) Non-accelerated filer (__) Smaller
reporting company (X)
(Do not check if a smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes (__) No (X
)
The
number of shares of the issuer’s common stock, par value $.00001 per share,
outstanding as of November 14, 2011 was approximately 71,547,619.
EXPLANATORY
NOTE
We are amending our filing of September 30, 2011 to disclose the name,
Greystone Funding, LLC., as the note holder of the convertible note dated
September 23, 2011, which was previously omitted. No other changes have
been made to the financial statements or disclosures.
TABLE OF CONTENTS
|
Page
|
Part I. Financial Information
|
4
|
|
|
Item 1. Financial Statements.
|
4
|
|
|
Balance Sheets for the periods ending
September 30, 2011 (unaudited) and December 31, 2010 (audited).
|
4
|
|
|
Statements of Operation for the three and nine month
periods ending September 30, 2011 and 2010 (unaudited) and for the period
March 18, 2005 (date of inception) through September 30, 2011 (unaudited).
|
5
|
|
|
Statement of Stockholders’ Deficit for the period March 18, 2005 (date of inception) through September 30, 2011 (unaudited)
|
6
|
|
|
Statements of Cash Flows for the nine month periods
ending September 30, 2011 and 2010 (unaudited) and for the period March 18, 2005
(date of inception) through September 30, 2011 (unaudited).
|
7
|
|
|
Notes to Financial Statements (unaudited)
|
8
|
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
9
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
|
12
|
Item 4. Controls and Procedures.
|
12
|
Item 4T. Controls and Procedures.
|
12
|
|
|
Part II. Other Information
|
13
|
|
|
Item 1. Legal Proceedings.
|
13
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
|
13
|
Item 3. Defaults Upon Senior Securities.
|
13
|
Item 4. Removed and Reserved.
|
14
|
Item 5. Other Information.
|
14
|
Item 6. Exhibits
|
14
|
Signatures
|
15
|
Part I. Financial Information
Item 1. Financial Statements.
IC Places, Inc.
|
(A Development Stage Company)
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
September 30, 2011
|
|
December 31, 2010
|
|
|
|
|
(unaudited)
|
|
(audited)
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
Cash
|
|
|
$ 33
|
|
$ -
|
|
Accounts Receivable
|
|
|
2,100
|
|
2,100
|
|
Prepaid Expenses
|
|
|
271,396
|
|
50,583
|
|
Total Current Assets
|
|
|
273,529
|
|
52,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property and Equipment
|
|
|
43,966
|
|
30,240
|
|
Accumulated Depreciation
|
|
|
(28,849)
|
|
(23,007)
|
|
|
|
|
15,117
|
|
7,233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
$ 288,646
|
|
$ 59,916
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Deficit
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
Accrued Liabilities
|
|
|
$ 24,205
|
|
$ 18,753
|
|
Convertible Note Payable
|
|
|
349,208
|
|
-
|
|
Derivative Liability
|
|
|
73,750
|
|
77,373
|
|
Advances from Stockholder
|
|
|
37,238
|
|
102,312
|
|
Total Current Liabilities
|
|
|
484,401
|
|
198,438
|
|
|
|
|
|
|
|
|
Stockholders' Deficit
|
|
|
|
|
|
|
Common Stock, $.00001 par value;
|
|
|
|
|
|
|
500,000,000 shares authorized;
|
|
|
|
|
|
|
31,547,619 and 16,959,147 shares outstanding
|
|
|
316
|
|
170
|
|
Additional Paid In Capital
|
|
|
1,552,085
|
|
1,115,331
|
|
Unearned Stock Based Compensation
|
|
|
(43,333)
|
|
(136,307)
|
|
Accumulated Deficit during the Development Stage
|
|
|
(1,704,823)
|
|
(1,117,716)
|
|
Total Stockholders' Deficit
|
|
|
(195,755)
|
|
(138,522)
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Deficit
|
|
|
$ 288,646
|
|
$ 59,916
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements
|
|
IC Places, Inc.
|
|
(A Development Stage Company)
|
|
Statement of Operations
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar 18, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
(inception date)
|
|
|
|
|
For the Three Months Ended
|
|
For the Nine Months Ended
|
|
through
|
|
|
|
|
Sep 30, 2011
|
|
Sep 30, 2010
|
|
Sep 30, 2011
|
|
Sep 30, 2010
|
|
Sep 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ 7,529
|
|
$ 7,418
|
|
$ 21,215
|
|
$ 17,918
|
|
$ 54,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
Programmer and production expense
|
|
8,684
|
|
1,550
|
|
22,359
|
|
27,435
|
|
82,212
|
|
Advertising and promotion
|
|
4,047
|
|
-
|
|
5,871
|
|
32
|
|
34,585
|
|
Selling expense
|
|
12,737
|
|
12,078
|
|
50,939
|
|
27,648
|
|
114,539
|
|
Professional fees
|
|
28,690
|
|
-
|
|
34,691
|
|
4,000
|
|
86,804
|
|
Communications
|
|
368
|
|
524
|
|
5,758
|
|
3,747
|
|
21,078
|
|
Administrative
|
|
8,823
|
|
20,033
|
|
33,344
|
|
35,797
|
|
93,864
|
|
Stock-based compensation
|
|
110,124
|
|
263,306
|
|
349,473
|
|
542,319
|
|
1,175,668
|
|
Depreciation
|
|
1,498
|
|
2,019
|
|
5,842
|
|
5,789
|
|
28,849
|
|
total operating expenses
|
|
174,971
|
|
299,510
|
|
508,277
|
|
646,767
|
|
1,637,599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Loss
|
|
(167,442)
|
|
(292,092)
|
|
(487,062)
|
|
(628,849)
|
|
(1,582,980)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
(10,100)
|
|
(5,204)
|
|
(22,906)
|
|
(11,133)
|
|
(37,831)
|
|
Change in derivative and beneficial conversion
|
|
(29,596)
|
|
1,403
|
|
(77,139)
|
|
1,436
|
|
(84,012)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss before Income Taxes
|
|
(207,138)
|
|
(295,893)
|
|
(587,107)
|
|
(638,546)
|
|
(1,704,823)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Tax Provision (Benefit)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$ (207,138)
|
|
$ (295,893)
|
|
$ (587,107)
|
|
$ (638,546)
|
|
$ (1,704,823)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share, basic and diluted
|
|
$ (0.01)
|
|
$ (0.03)
|
|
$ (0.03)
|
|
$ (0.05)
|
|
|
|
Weighted average shares outstanding
|
|
25,911,584
|
|
9,701,412
|
|
22,795,656
|
|
6,390,373
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IC Places, Inc.
|
(A Development Stage Company)
|
Statement of Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
Additional
|
|
Unearned
|
|
|
|
Total
|
|
|
Capital Stock
|
|
Paid In
|
|
Stock
|
|
Accumulated
|
|
Stockholders'
|
|
|
Shares *
|
|
Par Value
|
|
Capital
|
|
Compensation
|
|
Deficit
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 18, 2005 (Date of Inception)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-Based Compensation, March 18, 2005, par value
|
|
1,666,668
|
|
17
|
|
49,983
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss, date of inception through December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 (audited)
|
|
|
|
|
|
|
|
(65,600)
|
|
(65,600)
|
|
(65,600)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2006
|
|
1,666,668
|
|
17
|
|
49,983
|
|
-
|
|
(65,600)
|
|
(15,600)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss, December 31, 2007
|
|
|
|
|
|
|
|
|
|
(18,160)
|
|
(18,160)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007
|
|
1,666,668
|
|
17
|
|
49,983
|
|
-
|
|
(83,760)
|
|
(33,760)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition for stock, January 15, 2008
|
|
717,335
|
|
7
|
|
207
|
|
|
|
|
|
214
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss, December 31, 2008
|
|
|
|
|
|
|
|
|
|
(94,339)
|
|
(94,339)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2008
|
|
2,384,003
|
|
24
|
|
50,190
|
|
-
|
|
(178,099)
|
|
(127,885)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for services, December 2009
|
|
626,000
|
|
6
|
|
19,044
|
|
|
|
|
|
19,050
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss, December 31, 2009
|
|
|
|
|
|
|
|
|
|
(58,664)
|
|
(58,664)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2009
|
|
3,010,003
|
|
30
|
|
69,234
|
|
-
|
|
(236,763)
|
|
(167,499)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for services:
|
|
|
|
|
|
|
|
|
|
|
|
|
January, 2010 at $.3974 per share
|
|
6,668
|
|
-
|
|
2,650
|
|
|
|
|
|
2,650
|
February, 2010 at $.2558 per share
|
|
93,334
|
|
1
|
|
23,873
|
|
|
|
|
|
23,874
|
March, 2010 at $.2703
|
|
3,025,334
|
|
30
|
|
817,837
|
|
|
|
|
|
817,867
|
July, 2010 at $.033 per share
|
|
3,556,073
|
|
36
|
|
58,810
|
|
|
|
|
|
58,846
|
November 2010, $.025
|
|
300,000
|
|
3
|
|
7,497
|
|
|
|
|
|
7,500
|
December 2010, $.018
|
|
2,000,000
|
|
20
|
|
35,980
|
|
|
|
|
|
36,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued, in advance of service period :
|
|
|
|
|
|
|
|
|
|
|
|
-
|
Unearned stock compensation
|
|
|
|
|
|
|
|
(817,840)
|
|
|
|
(817,840)
|
Stock compensation earned in period
|
|
|
|
|
|
|
|
681,533
|
|
|
|
681,533
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt converted to shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholder, December 2010, $.0175
|
|
4,000,000
|
|
40
|
|
69,960
|
|
|
|
|
|
70,000
|
Note holder, November 2010, $.0305
|
|
967,735
|
|
10
|
|
29,490
|
|
|
|
|
|
29,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss, December 31, 2010
|
|
|
|
|
|
|
|
|
|
(880,953)
|
|
(880,953)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2010
|
|
16,959,147
|
|
170
|
|
1,115,331
|
|
(136,307)
|
|
(1,117,716)
|
|
(138,522)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continued on next page
Continued from prior page
Shares issued, in advance of service period :
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued January 24, 2011, valued at $.065, 2 years
|
|
1,000,000
|
|
10
|
|
64,990
|
|
(65,000)
|
|
|
|
-
|
Deferred stock compensation earned in period
|
|
|
|
|
|
|
|
157,974
|
|
|
|
157,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued for services:
|
|
|
|
|
|
|
|
|
|
|
|
|
January 24, 2011 at $.065 per share
|
|
1,100,000
|
|
11
|
|
71,489
|
|
|
|
|
|
71,500
|
August 16, 2011 at $.031 per share
|
|
3,000,000
|
|
30
|
|
92,970
|
|
|
|
|
|
93,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt and accrued interest converted to shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
Noteholder, January 2011, $.0271
|
|
2,604,866
|
|
26
|
|
70,474
|
|
|
|
|
|
70,500
|
Noteholder, May 2011, $.0255
|
|
917,647
|
|
9
|
|
23,391
|
|
|
|
|
|
23,400
|
Noteholder, August 2011, $.0302
|
|
2,650,385
|
|
27
|
|
79,973
|
|
|
|
|
|
80,000
|
Noteholder, September 23 2011, $.003
|
|
2,250,000
|
|
23
|
|
6,477
|
|
|
|
|
|
6,500
|
Noteholder, September 30 2011, $.0127
|
|
1,065,574
|
|
10
|
|
13,490
|
|
|
|
|
|
13,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial conversion on note conversion
|
|
|
|
|
|
13,500
|
|
|
|
|
|
13,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss, September 30, 2011 (unaudited)
|
|
|
|
|
|
|
|
|
|
(587,107)
|
|
(587,107)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2011
|
|
31,547,619
|
|
$ 316
|
|
$ 1,552,085
|
|
$ (43,333)
|
|
$ (1,704,823)
|
|
$ (195,755)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* Shares issued prior to June 10, 2010 have been retroactively restated to reflect a 30:1 reverse stock split.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements
|
IC Places, Inc.
|
|
(A Development Stage Company)
|
|
Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
Mar 18, 2005
|
|
|
|
|
|
|
|
|
(inception date)
|
|
|
|
|
|
|
Sep 30, 2011
|
|
Sep 30, 2010
|
|
through
|
|
|
|
|
|
|
(unaudited)
|
|
(unaudited)
|
|
Sep 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
Net Loss from Operations
|
|
|
|
|
|
$ (587,107)
|
|
$ (638,546)
|
|
$ (1,704,823)
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to meet cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
5,842
|
|
5,789
|
|
28,849
|
Stock Based Compensation
|
|
|
|
|
|
349,473
|
|
542,319
|
|
1,175,668
|
Stock Based Payments for Rents
|
|
|
|
|
|
2,187
|
|
2,187
|
|
5,104
|
Change in Derivative and Beneficial Conversion
|
|
|
|
|
|
66,085
|
|
(1,436)
|
|
93,857
|
Amortization of finance costs
|
|
|
|
|
|
|
|
|
|
|
Decreases (increases) in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Accounts Receivable
|
|
|
|
|
|
-
|
|
(2,718)
|
|
(2,100)
|
Accrued Liabilities
|
|
|
|
|
|
6,352
|
|
(4,367)
|
|
24,205
|
Net cash (used in) provided by operations
|
|
|
|
|
|
(157,168)
|
|
(96,772)
|
|
(379,240)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
Capital Expenditures
|
|
|
|
|
|
(13,726)
|
|
(2,406)
|
|
(43,966)
|
Net cash provided by (used in) investing activities
|
|
|
|
|
|
(13,726)
|
|
(2,406)
|
|
(43,966)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
Proceeds from notes and loans
|
|
|
|
|
|
122,500
|
|
80,000
|
|
222,500
|
Stockholder advances
|
|
|
|
|
|
(65,074)
|
|
19,097
|
|
37,238
|
Issuance of common stock
|
|
|
|
|
|
113,501
|
|
-
|
|
163,501
|
Net cash provided by (used in) financing activities
|
|
|
|
|
|
170,927
|
|
99,097
|
|
423,239
|
|
|
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash
|
|
|
|
|
|
33
|
|
(81)
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
Cash, beginning of year
|
|
|
|
|
|
-
|
|
235
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash, ending
|
|
|
|
|
|
$ 33
|
|
$ 154
|
|
$ 33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flows:
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
|
|
|
|
$ -
|
|
$ -
|
|
$ -
|
Cash paid for taxes
|
|
|
|
|
|
$ -
|
|
$ -
|
|
$ -
|
|
|
|
|
|
|
|
|
|
|
|
Non Cash Disclosures
|
|
|
|
|
|
|
|
|
|
|
Long-term lease paid with stock
|
|
|
|
|
|
$ -
|
|
$ 17,500
|
|
$ 17,500
|
Conversion of debt to equity
|
|
|
|
|
|
$ 173,900
|
|
$ -
|
|
$ 203,400
|
Conversion of shareholder debt to equity
|
|
|
|
|
|
$ -
|
|
$ -
|
|
$ 70,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IC Places, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
1.
Background
Information
IC
Places, Inc. ("The Company") was formed on March 18, 2005 as a
Delaware Corporation and is based in Celebration, Florida. The Company engages
in the ownership and operation of a network of city-based websites for use by
business and vacation travelers as well as local individuals. The Company’s
websites provide local information about hotels, restaurant dining, golf
courses, discount event tickets, discount car rentals, discount airfare, and
attraction tickets.
IC
Place's offers marketing tools and
expertise to advertisers that combine the quality and power of Flash video,
interactive features, the ability to update their information and add special
events immediately and as frequently as desired. The IC Places websites also
incorporate the most comprehensive online tracking and reporting capabilities.
This dramatically enhances the impact and effectiveness of any ad campaign.
2. Summary
of Significant Accounting Policies
The significant accounting policies followed are:
Basis of Presentation
All adjustments consisting of normal
recurring adjustments necessary for a fair statement of (a) the result of
operations for the three and nine month periods ended September 30, 2011, 2010
and the period March 18, 2005 (date of inception) through September 30, 2011;
(b) the financial position at September 30, 2011, and (c) cash flows for the nine
month periods ended September 30, 2011 and 2010, have been made.
The Company prepares its financial
statements in conformity with generally accepted accounting principles in the United States of America. These principals require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Management believes that these estimates are reasonable and
have been discussed with the Board of Directors; however, actual results could
differ from those estimates.
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,
2010 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 months ended September 30, 2011, 2010
and for the period March 18, 2005 (date of inception) to September 30, 2011 is
not necessarily indicative of the results that may be expected for the entire
year.
Effective January 1, 2008, the
Company adopted FASB ASC 820, “Fair Value Measurements and Disclosures” (“ASC
820”), for assets and liabilities measured at fair value on a recurring basis.
ASC 820 establishes a common definition for fair value to be applied to
existing generally accepted accounting principles that require the use of fair
value measurements establishes a framework for measuring fair value and expands
disclosure about such fair value measurements. The adoption of ASC 820 did
not have an impact on the Company’s financial position or operating results,
but did expand certain disclosures.
Fair Value Measurement
ASC 820 defines fair value as the
price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date.
Additionally, ASC 820 requires the use of valuation techniques that
maximize the use of observable inputs and minimize the use of unobservable
inputs. These inputs are prioritized below:
|
Level 1:
|
Observable
inputs such as quoted market prices in active markets for identical assets or
liabilities
|
|
Level 2:
|
Observable
market-based inputs or unobservable inputs that are corroborated by market
data
|
|
Level 3:
|
Unobservable
inputs for which there is little or no market data, which require the use of
the reporting entity’s own assumptions.
|
The Company’s balance sheets include the
following financial instruments: cash, accounts receivable, accrued liabilities
and amounts due to stockholder. The carrying amounts of current assets and
current liabilities approximate their fair value because of the relatively
short period of time between the origination of these instruments and their
expected realization.
Cash and Cash Equivalents
The majority of cash is maintained with a
major financial institution in the United States. Deposits with this
bank may exceed the amount of insurance provided on such
deposits. Generally, these deposits may be redeemed on demand and,
therefore, bear minimal risk. The Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.
Accounts Receivable and Credit
Accounts receivable consist of amounts due
for advertising, based on referral agreements. Advertising
revenue is recognized when businesses place advertisements on the IC Places
website or through banner ads or upon a customer's purchase of partner
offerings originated from links through the company website. An
allowance for doubtful accounts is considered to be established for any amounts
that may not be recoverable, which is based on an analysis of the Company’s
customer credit worthiness, and current economic trends. Based on
management’s review of accounts receivable, no allowance for doubtful accounts
was considered necessary. Receivables are determined to be
past due, based on payment terms of original invoices. The Company
does not typically charge interest on past due receivables.
Property and Equipment
Property and equipment is stated at cost.
Depreciation is computed by the straight-line method over estimated
useful lives (3-7 years). The carrying amount of all long-lived assets is
evaluated periodically to determine if adjustment to the depreciation and
amortization period or the unamortized balance is warranted. Based upon its
most recent analysis, the Company believes that no impairment of property and
equipment existed at December 31, 2010.
Long-lived assets such as property,
equipment and identifiable intangibles are reviewed for impairment whenever
facts and circumstances indicate that the carrying value may not be
recoverable. When required impairment losses on assets to be held
and used are recognized based on the fair value of the asset. The
fair value is determined based on estimates
of future
cash flows, market value of similar assets, if available, or independent
appraisals, if required. If the carrying amount of the long-lived
asset is not recoverable from its undiscounted cash flows, an impairment loss
is recognized for the difference between the carrying amount and fair value of
the asset. When fair values are not available, the Company estimates
fair value using the expected future cash flows discounted at a rate
commensurate with the risk associated with the recovery of the
assets. We did not recognize any impairment losses for any periods presented.
Share-based Compensation
All share-based payments to employees,
including grants of employee stock options to be recognized as compensation
expense in the financial statements based on their fair values. That expense is
recognized over the period during which an employee is required to provide
services in exchange for the award, known as the requisite service period
(usually the vesting period). The Company had no common stock options or common
stock equivalents granted or outstanding for all periods presented.
Advertising Costs
The costs of advertising are expensed as
incurred. Advertising expense was $4,047, $0, $5,871, $32 and $34,585 for
the three and nine months ended September 30, 2011, 2010, and for the period
March 18, 2005 (date of inception) through September 30, 2011, respectively.
Income Taxes
The Company accounts for income taxes
under the liability method. This method provides that deferred tax assets and
liabilities are recorded based on the differences between the tax basis of
assets and liabilities and their carrying amounts for financial reporting
purpose, referred to as temporary differences. Deferred tax assets and
liabilities at the end of each period are determined using the currently
enacted tax rates applied to taxable income in the periods in which the
deferred tax assets and liabilities are expected to be settled or realized.
Earnings (Loss) Per Share
Basic earnings (loss) per share
calculations are determined by dividing net income (loss) by the weighted
average number of shares outstanding during the year. Diluted earnings (loss)
per share calculations are determined by dividing net income (loss) by the
weighted average number of shares. There are no share equivalents and, thus,
anti-dilution issues are not applicable.
3. Development
Stage Enterprise
The Company has been in the development stage since its formation
on March 18, 2005. It has primarily engaged in developing an
internet portal website and raising capital to carry out its business plan. The
Company expects to continue to incur significant operating losses and to
generate negative cash flow from operating activities while it develops its
customer base and establishes itself in the marketplace. The
Company's ability to eliminate operating losses and to generate positive cash
flow from operations in the future will depend upon a variety of factors, many
of which it is unable to control. If the Company is unable to
implement its business plan successfully, it may not be able to eliminate operating
losses, generate positive cash flow, or achieve or sustain profitability, which
would materially adversely affect its business, operations, and financial
results, as well as its ability to make payments on any obligations it may
incur.
4. Going
Concern
The accompanying unaudited financial statements have been prepared
in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.
The Company incurred a net loss for the nine months ended September
30, 2011 and accumulated significant losses for the period March 18, 2005 (date
of inception) through the period ended September 30, 2011. As of September
30, 2011 the Company had minimal cash with which to satisfy any future cash
requirements. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. The Company depends upon capital to be
derived from future
financing activities such as
subsequent offerings of its common stock or debt financing in order to operate
and grow the business. There can be no assurance that the Company
will be successful in raising such capital. The key factors that are
not within the Company's control and that may have a direct bearing on operating
results include, but are not limited to, acceptance of the Company's business
plan, the ability to raise capital in the future, the ability to expand its
customer base, and the ability to hire key employees to build and maintain
websites and to provide services and support to its customers and
users. There may be other risks and circumstances that management
may be unable to predict.
The unaudited financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and classification
of assets or the amounts and classification of liabilities that may result from
the possible inability of the Company to continue as a going concern.
5. Recently
Issued Accounting Pronouncements
Except for rules and
interpretive releases of the SEC under authority of federal securities laws and
a limited number of grandfathered standards, the FASB Accounting Standards
Codification™ (“ASC”) is the sole source of authoritative GAAP literature
recognized by the FASB and applicable to the Company. Management has reviewed
the aforementioned rules and releases and believes any effect will not have a
material impact on the Company's present or future consolidated financial
statements.
6. Property
and Equipment
Property and
equipment consists of:
|
|
|
September 30, 2011
|
|
|
December 31, 2010
|
|
|
|
(unaudited)
|
|
|
(audited)
|
Office Furniture
|
|
$
|
229
|
|
$
|
229
|
Computer
Equipment
|
|
|
3,928
|
|
|
3,928
|
Software
|
|
|
39,809
|
|
|
26,083
|
|
|
|
43,966
|
|
|
30,240
|
Less
accumulated depreciation
|
|
|
28,849
|
|
|
23,007
|
Property and equipment, net
|
|
$
|
15,117
|
|
$
|
7,233
|
Depreciation of equipment was $1,498, 2,019, $5,842, $5,789 and $28,849
for the three and nine months ended September 30, 2011, 2010, and for the
period March 18, 2005 (date of inception) through September 30, 2011,
respectively.
7. Convertible
Notes Payable
The Company received a total of $222,500 ($122,500 during 2011) of
proceeds, received on various dates, from an unrelated third party in exchange
for a series of convertible promissory notes at an annual interest rate of 8%
on any unpaid principal and a maturity date of nine months from the date of
advances. A penalty interest rate will be in effect for any amount of
principal or interest which is not paid when due shall bear interest at the
rate of twenty two percent (22%) per annum from the due date. The note is
convertible at the option of the holder at any time during the lending period.
The note is convertible into common stock at a conversion price of the
calculated average of the lowest three trading prices for the common stock
during the ten trading day period prior to the date of the conversion
notification. The holder has converted a portion of these notes in
satisfaction of the amounts due. During the nine month period ended September
30, 2011, notes with a face value of $187,400 and accrued interest of $900 was
converted into 7,238,472 shares of common stock, at an average price of $.0259.
The Company currently reports the amount due, under these convertible notes, of
$112,708, which is net of $5,792 of unamortized financing costs (amortized to
interest expense over the term of each note) associated with origination fees
from the installments.
The Company has recognized the derivative liability associated
with this agreement and has revalued the beneficial conversion feature,
classifying as a derivative liability. As of September 30, 2011 and December
31, 2010, the derivative liability was calculated to be $73,750 and $77,373,
respectively.
The derivative valuation resulted from calculation using an option
pricing method for the conversion feature of the note payable. The following
assumptions were used in our calculation:
Weighted Average:
|
|
|
Stock Price
|
|
$.0248
|
Strike Price
|
|
$.0124
|
Dividend rate
|
|
0.0%
|
Risk-free interest rate
|
|
1.02%
|
Expected lives (years)
|
|
.493
|
Expected price
volatility
|
|
310%
|
Forfeiture Rate
|
|
0.0%
|
On September 23, 2011, the Company entered into an arrangement
with Greystone Funding, LLC, ("Greystone") 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 Greystone.
The convertible note is interest bearing at 2% per annum, there are no
repayment terms. Terms of conversion define the stock price as at a 50%
discount to the stock price defined as the average three deep bid on the day of
funding. As of September 30, 2011 we issued 2,250,000 shares valued at $13,500
in satisfaction of payments, resulting in a beneficial conversion at the time
of the issuance of $13,500. Since there is an option for repayment in cash,
the beneficial conversion will be determined at the time of demand, if shares
are used in satisfaction of the payment request. The remaining balance on this
convertible note payable is resulting in remaining balance on this convertible
note is $236,500.
8. Income
Tax
The Company has not recognized an income tax benefit for the
current quarter and year based on uncertainties concerning its ability to
generate taxable income in future periods. The tax benefit for the
current period presented is offset by a valuation allowance (100%) established
against deferred tax assets arising from operating losses and other temporary
differences, the realization of which could not be considered more likely than
not. In future periods, tax benefits and related deferred tax assets
will be recognized when management considers realization of such amounts to be
more likely than not.
9 Equity
On June 11, 2010 the Board of Directors of the Company approved a
reverse stock split, whereby one common share was issued for each thirty shares
of common stock held (“30:1”) (184,060,170 shares exchanged for 6,135,339 shares).
The financial statements presented reflect the previously reported common
shares and weighted average common shares, retroactively for comparative
purposes.
The company has one class of stock, common.
Five Hundred Million (500,000,000) shares of stock are
authorized by the company’s Amended Articles of Incorporation filed within the
State of Delaware, at par value $.00001
.
Shares issued to consultants during period in advance of services
(unearned) to be provided have been charged to a contra-equity account and will
be ratably expensed, over the requisite service period, as the services are
rendered.
The
Company, pursuant to its 2010 Equity Compensation Plan, which has been approved
by the Company’s Board of Directors, as filed with the Securities and Exchange
Commission on February 26, 2010, will issue up to 25,000,000 shares of common
stock. The 2010 Equity Compensation Plan is hoped to further provide a method
whereby the Company’s current employees and officers and non employee directors
and consultants may be stimulated and allow the Company to secure and retain
highly qualified employees, officers, directors and non employee directors and
consultants
10. Related
Party Transactions
The majority shareholder has advanced funds, since inception, for
the purpose of financing working capital and product development. As of September
30, 2011 and December 31, 2010, these advances amounted to $37,238 and
$102,312, respectively. There are no formalized agreement or repayment terms to
this advance and the amount is payable upon demand. In the absence of a formal
agreement or stated interest rate, the Company is accruing interest at a
minimal variable rate, currently 3%. Management will periodically adjust the
rate recognized, following guidelines of applicable
federal
rates of interest. In December 2010 the majority shareholder, with the
approval of the Board of Directors, converted $70,000 of the advances into
common shares.
On September 23, 2011, the Company entered into an employment agreement
with the President and Chief Executive Officer, who is the majority
shareholder, whereby the Company’s Board of Directors declared a $250,000
amount payable for a five (5) year employment commitment. The amount has been
deferred and will be ratably expenses, as compensation, over the length of the
agreement.
We depend on our sole officer and director, to provide the Company
with the necessary funds to implement our business plan, as necessary. The
Company does not have a funding commitment from him or any written agreement
for our future required cash needs.
The amounts and terms of the above transactions may not
necessarily be indicative of the amounts and terms that would have been
incurred had comparable transactions been entered into with independent third
parties.
11. Commitments,
Contingencies and Subsequent Events
The Company has entered into agreement for office and studio space
for a six year period, beginning in January 2010 and expiring in December 2015.
Future minimum lease payments for the years ended December 31:
2011
|
|
$
|
729
|
2012
|
|
|
2,917
|
2013
|
|
|
2,917
|
2014
|
|
|
2,917
|
2015
|
|
|
2,917
|
thereafter
|
|
|
--
|
|
|
$
|
12,396
|
From time to time the Company may be a party to litigation matters
involving claims against the Company. Management believes that there are
no current matters that would have a material effect on the Company’s financial
position or results of operations.
Management has considered all events subsequent to the balance
sheet through the date that these financial statements were available, which is
the date of our filing with the SEC.
Item 2. Management’s Discussion and Analysis or Plan
of Operation.
Note Regarding Forward
Looking Statements.
This quarterly report on Form
10-Q of IC Places, Inc. for the period ended September 30, 2011 contains
certain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, which are intended to be covered by the safe harbors
created thereby. To the extent that such statements are not recitations of
historical fact, such statements constitute forward-looking statements which,
by definition, involve risks and uncertainties. In particular, statements under
the Sections; Description of Business, Management's Discussion and Analysis of
Financial Condition and Results of Operations contain forward-looking
statements. Where, in any forward-looking statement, the Company expresses an
expectation or belief as to future results or events, such expectation or
belief is expressed in good faith and believed to have a reasonable basis, but
there can be no assurance that the statement of expectation or belief will
result or be achieved or accomplished.
The following are factors
that could cause actual results or events to differ materially from those
anticipated, and include but are not limited to: general economic, financial
and business conditions; changes in and compliance with governmental
regulations; changes in tax laws; and the costs and effects of legal
proceedings.
You should not rely on forward-looking statements in this
quarterly report. This quarterly report contains forward-looking statements
that involve risks and uncertainties. We use words such as
"anticipates," "believes," "plans,"
"expects," "future," "intends," and similar
expressions to identify these forward-looking statements. Prospective investors
should not place undue reliance on these forward-looking statements, which
apply only as of the date of this annual report. Our actual results could
differ materially from those anticipated in these forward-looking statements
for many reasons, including the risks faced by IC Places, Inc. For example, a
few of the uncertainties that could affect the accuracy of forward-looking
statements include:
(a) An abrupt economic change resulting in an unexpected
downturn in demand;
(b) Governmental restrictions or excessive taxes on our
products;
(c) Over-abundance of companies supplying computer
products and services;
(d) Economic resources to support the retail promotion
of new products and services;
(e) Expansion plans, access to potential clients, and advances
in technology; and
(f) Lack of working capital that could hinder the
promotion and distribution of products and services to a broader based business
and retail population.
Financial information provided in this Form 10-Q for periods
subsequent to September 30, 2011 is preliminary and remains subject to audit..
As such, this information is not final or complete, and remains subject to
change, possibly materially
.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
The Company had $7,529, $7418,
$21,215, $17,918 and $54,619 from advertising revenue for the three and nine
month periods ended September 30, 2011, 2010 and for the period March 18, 2005
(date of inception) through September 30, 2011, respectively. The Company has
secured a contract for the commitment, at minimum, to distribute six program
licenses: "Instant Movie Reviews"," Instant DVD Reviews",
"First Look"," Trailers"," IC Sports". The
Company has also received revenues from other advertising and talent fees.
Operating expenses were $174,971,
$299,510, $508,277, $646,767 and $1,637,599 for the three and nine month periods
ended September 30, 2011, 2010 and for the period March 18, 2005 (date of
inception) through September 30, 2011, respectively. Significant operating
expenses were related to stock-based share payments which were $110,124, $263,306,
$349,473, and $542,319 for the three and nine month periods ended September 30,
2011 and 2010, respectively. Shares were issued as compensation for services
rendered. The Company is recording stock-based compensation, valued at the
date of the issuance, and ratably expensing over the service period. Other
significant operating expenses were also related to the maintenance of the
corporate entity, primarily accounting and legal fees. Expenses incurred in
the development of the web-based search site are expensed as incurred.
The Company does not expect to generate any meaningful revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under the Securities Exchange Act of 1934 unless and until such time that the Company begins meaningful operations.
CONTRACTUAL OBLIGATIONS
None.
LIQUIDITY AND CAPITAL RESOURCES
The Company is currently financing its operations primarily through loans and advances from the majority shareholder. These advances are being made to supplement any cash generated by the operating revenue. We believe we can currently satisfy our cash requirements for the next twelve months with our current expected increase in revenue, and the expected capital to be raised in private placement and sales of our common stock. Additionally, we will begin to use our common stock as payment for certain obligations and secure work to be performed. Management plans to increase revenue in order to sustain operations for at least the next twelve months.
At September 30, 2011 the Company did not have adequate cash resources to meet current obligations. Management believes that financial support from the majority shareholder to pay minimal and necessary incurred expense will allow the Company to benefit from advertising revenue streams, currently in-place, to produce the anticipated cash flow necessary to support operations.
At
September 30, 2011
, the Company had negative working capital of approximately $210,000 as compared to negative $146,000 at December 31, 2010. Working capital as of both dates consisted entirely of cash, accounts receivable, and prepaid expenses, net of current liabilities; accordingly the Company does not anticipate being required to register pursuant to the Investment Company Act of 1940 and expects to be limited in its ability to invest in securities, other than cash equivalents and government securities, accordingly. There can be no assurances that any investment made by the Company will not result in losses.
At September 30, 2011, the Company has minimal cash and tangible assets, increasing accrued liabilities, negligible revenues, and a history of operating losses. The company plans to raise $1.2 Million dollars to launch its next phase of business and expenses associated with the next Phase are listed below. Absent an outside capital infusion, the Company will seek funding from traditional banking and other private sources. There are no assurances that any manner of securities offering (debt or equity) will be successful, and the Company’s revenues are inadequate to provide for the growth projected in this filing. We may be reliant on additional shareholder contributions, including from management, to continue operations. We are hopeful that the market awareness and financial transparency afforded through becoming a reporting company will assist us in procuring additional investment capital or loans.
As reflected in the audited financial statements, as of December 31, 2010, our auditor’s report included an explanatory paragraph concerns that raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to become profitable and or attain funding through additional sale of common stock or debt financing. The Company has attained bank funding which is anticipated to satisfy expenses for the current year. 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.
Plan of Operation.
During the current phase of this project, the following major events will occur, some of them simultaneously:
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•
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Obtain $1,200,000 investment
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|
•
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Rent and equip IC Places central office location (and required permits)
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|
•
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Launch the Wireless Application, Video Classified Advertisements, and Restaurant Menu Ordering system
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•
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Launch recruitment and training plan for sales and ITC
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|
•
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Begin a marketing campaign
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Start-up Requirements
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|
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Phase 2 launch Expenses:
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|
|
|
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Legal and Form 10 Filing
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$
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60,000
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Business Cards and Marketing Materials
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|
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25,000
|
|
Insurance
|
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1,750
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Rent -(First, Last and Security Deposit)
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15,000
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Computers and Software
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|
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25,000
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Fixtures (Desks, Displays, Chairs etc.)
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9,400
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Phones
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|
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4,000
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Wireless Application
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|
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100,000
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Licensing Program Setup
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|
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30,000
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Billboards
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120,000
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Promotion and trade shows
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|
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55,000
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Total Expenses
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$
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445,150
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Start-up Assets:
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|
|
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Cash Required
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|
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360,000
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Other Current Assets
|
|
|
46,000
|
|
Long-term Assets
|
|
|
25,000
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|
Total Assets
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|
$
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431,000
|
|
Total Requirements
|
|
$
|
876,150
|
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Strategy
The key elements in our Sales Strategy are centered on market penetration and sales consistency.
Market Penetration:
Our initial plan is to have an active sales agent in each of our listed markets. The best way to have knowledge of the individual markets is to hire agents that have a strong familiarity of their selling area. In our hiring practices we will be looking for agents that not only have B2B sales experience but also know their market. As we build out our advertising client base in each market, we will consolidate geographic areas as the markets demand. We are looking at having sales agents in a minimum of 85% our selling cities within the next three to six months.
Sales Process:
Our agents will use a combination of phone and face-to-face selling. Depending on the market that the agent is working, the normal process will be to call for an appointment and then present our company in that scheduled appointment. In some markets, the agents will be better suited to prospect door to door if those markets are more tailored to that type of selling. The bottom line is that making the calls and getting in front of the decision makers will produce sales.
To aid in client retention we intend to roll out our customer service group within three months of establishing 80% of our target cities sales agents. The requirement of this group will be to contact each client on a quarterly basis and give them new information on upcoming changes with IC Places and to help bring value to their individual adverting. The customer service group will pull up each site as they speak with the clients and be available to make changes or recommendations on how to add value to the information that is posted. They will also be attentive to the clients’ concerns and use this information to be sure that we are properly serving our clients’ needs to help with client retention. This group will also aid in pulling some of the responsibilities from the sales agents so that they will be able to remain focused on client accusation
and not having to spend all of their time on customer
service issues. The head count for this group will be adjusted to meet the
needs of our company.
Sales Tracking:
We will require each of our
agents to submit a sales funnel on a bi-monthly basis. This funnel will include
percentage of close ratios, contact date and time and current and projected
sales. The goal of this report is to help in estimating future revenues and
this report will also be used as a tool for checks and balances for
discrepancies with commissions or evaluating work standards. Our agents will be
using our internet phone service for telephone prospecting and phone call
reports will be used to aid in tracking hours worked by individual agents. It
will be the combination of these two tools that will be used in evaluating
agent’s performance and standards.
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 September 30, 2010, 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 September 30, 2011, 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
September 30, 2011 that have materially affected, or are reasonably likely to
materially affect, the Company’s internal controls over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None..
Item 3. Defaults Upon Senior Securities
None
Item 4.
Removed and Reserved
.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
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Exhibit
Number
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Description
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31.1
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Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
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31.2
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Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
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32.1
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Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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32.2
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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101
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Interactive Data Files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.**
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* Filed herein
** In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed "furnished" and not "filed."
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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IC PLACES, INC.
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Date: April 17, 2012
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By: /s/ Steven Samblis
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STEVEN SAMBLIS,
Chief Executive Officer
Chief Financial Officer
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