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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30,
1996
Commission file Number 0-16205
ICE Holdings, Inc.
(Exact name of small business issuer as specified in its charter.)
Delaware 33-0214792
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7203 Earldom Ave., Playa Del Rey, CA 90293
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 305-1766
SKYDOOR MEDIA & ENTERTAINMENT, INC.
18101 Von Karman Avenue, Suite 1940, Irvine CA 92715
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 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.
YES [X] NO [ ]
As of September 30, 1996, there were 12,610,663 shares of
Common Stock issued and outstanding, of which ___________ are
restricted and ____________ are free trading.
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PART I.
Item 1. FINANCIAL STATEMENTS
Financial statements (including related comments below) filed as
part of this report are listed below:
Management supplied Interim Financial Information for the Three
Month Period and the Six Month Period ended September 30, 1996.
ICE HOLDINGS, INC.
FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
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[LETTERHEAD]
FOX & FOX
CERTIFIED PUBLIC ACCOUNTANTS
18101 VON KARMAN, SOUTH 350
IRVINE, CALIFORNIA 92715
(714) 251-6561
Fax (714) 251-6562
December 13, 1996
The Board of Directors
Ice Holdings, Inc.
We have compiled the accompanying balance sheet of Ice Holdings,
Inc. as of September 30, 1996 and 1995, and the related statements
of income and cash flows for the three and six months then ended,
in accordance with Statements on Standards for Accounting and
Review Services issued by the American Institute of Certified
Public Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the representation of management.
We have not audited or reviewed the accompanying financial
statements and, accordingly, do not express an opinion or any other
form of assurance on them.
The Company has incurred significant losses since its inception.
Management believes that actions being presently take to revise the
Company's operations and financial requirements provide the
opportunity for the Company to continue as a going concern.
However, if the Company is unable to successfully restructure
operations in order to reduce operating losses or generate
operating profits, or raise additional capital, it is uncertain
whether the Company will be able to meet its obligations over the
coming year and it raises substantial doubt about the Company's
ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome
of this uncertainty.
Management has elected to omit substantially all of the disclosures
ordinarily included in financial statements. If the omitted
disclosures were included in the financial statements, they might
influence the user's conclusions about the Company's financial
position and results of operations. Accordingly, these financial
statements are not designed for those who are not informed about
such matters.
/s/ FOX & FOX
Fox & Fox
Irvine, California
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ICE HOLDINGS, INC.
BALANCE SHEETS
SEPTEMBER 30, 1996 AN 1995
<TABLE>
<CAPTION>
ASSETS
1996 1995
_____________ _____________
<S> <C> <C>
Total Assets $ - $ -
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Note payable $ 50,000 -
Note payable - interest 18,520 -
____________ ____________
Total Current Liabilities $ 66,520 -
Stockholders' Equity:
Common stock 69,773 69,773
Additional paid in capital 4,100,950 4,100,950
Stock options and warrants 5,600 5,600
Retained earnings (4,244,811) (4,176,323)
Current year loss (32) -
------------ -----------
Total Stockholders' Equity (68,520) (68,520)
------------ -----------
Total Liabilities and
Stockholders' Equity $ - $ -
============ ============
</TABLE>
See accompanying notes and accountants' report.
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ICE HOLDINGS, INC.
STATEMENT OF INCOME
FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1996
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
1996 1995 1996 1995
________ ________ ________ ________
<S> <C> <C> <C> <C>
Revenue $ - $ - $ - $ -
Operating Expenses:
General and Administrative (178) - (32) -
________ ________ ________ _______
Operating Income (Loss) $ (178) $ - $ (32) $ -
Taxes on Income - - - -
________ ________ ________ _______
Net Income (Loss) $ 178 $ - $ - $ -
======== ======== ======== =======
Earnings per share $ - $ - $ - $ -
======== ======== ======== =======
</TABLE>
See accompanying notes and accountants' report.
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ICE HOLDINGS, INC
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
<TABLE>
<CAPTION>
Six Months Ended
September 30,
1996 1995
____________ ____________
<S> <C> <C>
Operating Activities:
Net income $ (32) $ -
Changes in assets and liabilities
Accrued expenses (18,520) -
Note payable - shareholder 18,520 -
____________ ____________
Cash Used by Operating Activities (32) -
____________ ____________
Net Decrease in Cash (32) -
Cash at beginning of period $ 32 $ -
____________ ____________
Cash at end of period $ - $ -
============ ============
</TABLE>
See accompanying notes and accountants' report.
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ICE HOLDINGS, INC
NOTES TO COMPILED FINANCIAL STATEMENTS
SEPTEMBER 30 1996 AND 1995
SUBSEQUENT EVENTS
Subsequent to September 30, 1996 but prior to the issuance of these
financial statements, the Company took the following actions:
The Company changes its name from Skydoor Media & Entertainment,
Inc. to Ice Holdings, Inc.
The Company also changed its address to 7203 Avenue, Playa Del Rey,
CA 90293.
The Company's Board of Directors authorized a reverse split of the
Company's common shares on October 15, 1996 with an effective date
of October 18, 1996. Before the split there were 12,610,663 common
shares issued and outstanding. After the split there a re 50, 443
shares issued and outstanding.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is a discussion of the results of operations for the
three month period ended September 30, 1996, compared to the three
month period ended September 30, 1995, and changes in financial
condition during the three months ended September 30, 1996.
RESULTS OF OPERATIONS
SALES:
Net sales for the period ended September 30, 1996 remained a $0.
The Company has had no sales since converting to an entertainment
and marketing company in December, 1995.
COST OF SALES:
Cost of sales as a percentage of sales was 0% in the three month
period ended September 30, 1996.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Selling, general and administrative expenses were $0 in the three
months ended September 30, 1996.
FINANCIAL CONDITION:
Working capital at September 30, 1996 was $0.
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PART II
Item 1. LEGAL PROCEEDINGS
The Registrant was named as a defendant in a civil action
commenced on June 14, 1996 in the Superior Court for the State of
California, County of Orange. The case was removed from Superior
Court in the U.S,. District Court, Central District of California,
Southern Division on August 30, 1996. John A. Jacobson is the
plaintiff and the defendants are Skydoor Media & Entertainment,
Inc., Jeffrey S. Benice, Glen Horan, Sam Bose, Fred Fateri, and
Vegas Chips, Inc. The facts underlying the proceeding arise from
a promissory note. The promissory note is in the face amount of
$50,000, dated November 8, 1995 and due on November 8, 1996. The
terms and conditions of the note are the subject matter of the
lawsuit. The relief sought by plaintiff is rescission, payment
and, or damages.
Item 2. CHANGES IN SECURITIES
a. There have been no working capital restrictions and no
limitations placed upon the payment of dividends; and none have
been paid from the date of inception of the Registrant to the
present.
b. The Registrant sold Seven Million (7,000,000) par value
$0.001 per share, for a total consideration of Twenty-five Thousand
($25,000) Dollars pursuant to the terms of a Stock Purchase
Agreement.
Item 3. DEFAULT ON SENIOR SECURITIES
There have been no defaults on any of the securities of the
Registrant.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 17, 1996, the majority shareholders of the
Registrant consented to the change in par value and Stock Purchase
Agreement set forth above in Item 2.
Item 5. OTHER INFORMATION
a. The Registrant changed its name from Skydoor Media &
Entertainment, Inc. to Ice Holdings, Inc. on October 9, 1996.
b. The Registrant effected a 200:1 reverse split of issued
and outstanding shares effective October 18, 1996.
Item 6. EXHIBITS AND REPORTS ON 8-K
Exhibits and Reports on Form 8-K (including related comments
thereto) filed as part of this report are listed below:
a. EXHIBITS. The following exhibits are filed with or
incorporated by reference in this report: None applicable.
b. REPORTS ON FORM 8-K. 1. No reports on Form 8-K were
filed during the quarter ending September 30, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
ICE HOLDINGS, INC.
A Delaware Corporation
/s/ Gregory Martin
Date: __________________ ______________________________
Gregory J. Martin, Secretary
Secretary
/s/ Matthew Zuckerman
Date: __________________ ______________________________
Matthew Zuckerman, President
Director
