Los Angeles, CA --Monday, December 9, 2013 IC Punch Media, Inc. (OTCQB: PNCH) announced today that on Friday, November 15, 2013 the company issued a Revocation of Rescission Notice to Joseph Collins and Punch TV Inc. The Notice was delivered to Collins and His attorney Shaune Arnold.
The Revocation of Rescission Notice informed Collins and Punch that IC Punch Media, Inc. revoked the agreement to rescind the Asset Purchase agreement of the all assets of Punch TV.
About the The Asset Purchase Agreement
On July 10th 2012 The Asset Purchase Agreement was entered into by and between IC Places, Inc., a Delaware corporation maintaining its principal place of business at 1211 Orange Avenue, Suite 300, Winter Park, Florida 32789 (“IC Places”) and Punch Television Network, Incorporated, a California corporation maintaining its principal place of business at 2698 Dawson Avenue, Signal Hill.
The "Acquired Assets” included all right, title, and interest in and to the assets of Punch, including certain of its (a) approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies regarding utilization of the Acquired Assets, (b) books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials relating to the Acquired Assets as well as the broadcast rights relating to the affiliated television stations identified on Exhibit B; provided, however, that the Acquired Assets shall not include (i) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Punch as a corporation or (ii) any of the rights of Punch under this Agreement (or under any side agreement between Punch on the one hand.
Under the Assumption of Liabilities, the Parties agreed that neither IC Places nor any of its designees shall assume or become responsible for any Liabilities of Punch with respect to the Acquired Assets at the Closing or at any time thereafter. All Liabilities of Punch in existence at the Closing shall continue to be Liabilities of Punch subsequent to the Closing until thereafter extinguished. The Parties further agree that IC Places shall not have any liability to any person or entity, including any governmental or other regulatory agency in connection with any activity contemplated by Punch and/or all persons and/or entities acting in concert or participation with them. Punch hereby agrees to indemnify and hold harmless IC Places with respect to all Liabilities and any Adverse Consequence that may arise from any activity or conduct of Punch and/or all persons and/or entities acting in concert or participation with them.
The Governing Law of the Agreement was governed by and construed in accordance with the
domestic laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction)
Inclusion in Public Records
The actual assets purchased from Punch TV where included in IC Punch Media’s Form 10K Filed April 14th 2013 with the SEC after being physically audited in the company’s Signal Hill offices by auditors Drake & Klein CPAs.
http://www.sec.gov/Archives/edgar/data/143759...c31201.htm
Reason for the Revocation of Rescission
After Collins and Punch TV received 135 million shares of the company’s common stock (valued at 3.5 million at the time of the transaction) for the purchase of all Punch assets, Collins either sold and or transferred those shares to other individuals. Being that Punch and Collins no longer own those shares and no longer control them, they cannot return them. As such, rendering the rescission impossible.
Representation
On November 18th, 2013 IC Punch Media Inc. retained The Kernan Law Firm in Beverly Hills, California. To represent the company in reacquiring the assets purchased by IC Punch Media Inc. July 10th 2012 via the jointly agreed upon ASSET PURCHASE AGREEMENT BETWEEN IC PLACES, INC. AND PUNCH, INC.
The Kernan Law Firm has informed the company that Collins and Punch TV Inc. had agreed the beginning of December that they will attend a Mediation in Los Angeles, CA the first quarter of 2014 with IC Punch Media as a step in resolving the matter.
IC Places Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of uncertainties and risks that could significantly affect the company's current plans and expectations, as well as future results of operations and financial condition. A more extensive listing of risks and factors that may affect the company's business prospects and cause actual results to differ materially from those described in the forward-looking statements can be found in the reports and other documents filed by the company with the Securities and Exchange Commission. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Contact:
IC Punch Media Inc.
407-442-0309
info@icplaces.com
