FORM 8-K CURRENT REPORT Pursuant to Section

FORM 8-K



CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): July 10, 2012









IC Places, Inc.




(Exact name of registrant as specified in its charter)










Delaware





000-53278





42-1662836




(state or other jurisdiction of incorporation)





(Commission File Number)





(IRS Employer Identification Number)










1211 Orange Avenue, Suite 300, Winter Park, FL





32789




(address of principal executive offices)





(zip code)










(407) 442-0309




(registrant’s telephone number, including area code)










Not Applicable




(former name or former address, if changed since last report)










Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


















1

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








SECTION 1 - Registrant’s Business and Operations



ITEM 1.01. Entry into a Material Definitive Agreement



On July 10, 2012 IC Places, Inc. (“the Company” or “Buyer”) entered into an Asset Purchase Agreement with Punch Television Network (“Punch”, “Seller”). Through the agreement, the Buyer has acquire substantially all of the assets, tangible and intangible, owned by Seller that are used in, or necessary for the conduct of, its Television Network business, including, without limitation: (i) the Station Licenses, subject to any obligations contained in disclosed license agreements and all related intellectual property; (ii) the fixed assets of Seller; (iii) any and all customer lists; and (iv) the goodwill associated therewith, all free and clear of any security interests, mortgages or other encumbrances. The aggregate consideration for the assets and business was 135,000,000 shares of restricted common shares of ICPA Stock.





ITEM 9.01. Financial Statements and Exhibits.



(a) Financial statements of business acquired:



None



(d) Exhibits:



None









NUMBER


EXHIBIT
















SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.










IC PLACES, INC.




















Dated: July 16, 2012


/s/ Steven Samblis







Steven Samblis







Chief Executive Officer







President