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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 December 31, 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
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 February 11, 1996, there were 11,107,966 shares of Common Stock issued
and outstanding, of which 9,851,549 are restricted and 1,256,417 are free
trading.
=============================================================================
<PAGE>
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 Nine Month Period ended December 31, 1996.
ICE HOLDINGS, INC.
FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
<PAGE>
[LETTERHEAD]
FOX & FOX
CERTIFIED PUBLIC ACCOUNTANTS
18101 VON KARMAN, SOUTH 350
IRVINE, CALIFORNIA 92715
(714) 251-6561
Fax (714) 251-6562
February 14, 1997
The Board of Directors
Ice Holdings, Inc.
We have compiled the accompanying balance sheet of Ice Holdings, Inc. as of
December 31, 1996 and 1995, and the related statements of income and cash
flows for the three and nine 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
<PAGE>
ICE HOLDINGS, INC.
BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
ASSETS
1996 1995
_____________ _____________
<S> <C> <C>
Current Assets
Cash $ 126,048 $ -
Property and Equipment (at cost):
Office Equipment, net of
depreciation 1,949 -
_____________ _____________
Total Assets $ 127,997 $ -
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 2,410 -
Note payable 50,000 -
Note payable - interest 6,871 -
Other current liabilities 2,000 -
____________ ____________
Total Current Liabilities $ 61,281 -
____________ ____________
Long-Term Liabilities
Note payable 130,000 -
____________ ____________
Stockholders' Equity:
Common stock 11,108 58
Stock options and warrants - 5,600
Additional paid in capital 4,248,965 4,170,665
Accumulated deficit (4,244,811) (4,176,323)
Current year loss (78,546)) -
------------ -----------
Total Stockholders' Equity (63,284) -
------------ -----------
Total Liabilities and
Stockholders' Equity $ 127,997 $ -
============ ============
</TABLE>
See accompanying notes and accountants' report.
<PAGE>
ICE HOLDINGS, INC.
STATEMENT OF INCOME
FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
1996 1995 1996 1995
________ ________ ________ ________
<S> <C> <C> <C> <C>
Revenue $ - $ - $ - $ -
Operating Expenses:
General and Administrative 78,514 - 78,546 -
________ ________ ________ _______
Operating Income (Loss) $(78,514) $ - $(78,546) $ -
Taxes on Income - - - -
________ ________ ________ _______
Net Income (Loss) $(78,514) $ - $(78,546) $ -
======== ======== ======== =======
Earnings per share $ - $ - $ - $ -
======== ======== ======== =======
</TABLE>
See accompanying notes and accountants' report.
<PAGE>
ICE HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
<TABLE>
<CAPTION>
Nine Months Ended
December 31,
1996 1995
____________ ____________
<S> <C> <C>
Cash Flows From Operating Activities:
Loss $ (78,546) $ -
Adjustment to reconcile loss to
net cash provided by operating
activities
Depreciation - -
Increase (Decrease) in:
Accounts payable 2,410 -
Other current liabilities 2,000 -
Accrued interest payable (11,649) -
____________ ____________
Cash Used by Operating Activities (85,785) -
____________ ____________
Cash Flows From Investing Activities
Purchase of equipment (1,949) -
____________ ____________
Cash Used by Investing Activities (1,949) -
Cash Flows From Financing Activities
Long-term borrowings 130,000 -
Sale of common stock 83,750 -
____________ ____________
Net Cash Provided by Financing
Activities 213,750 -
____________ ____________
Net Increase in Cash 126,016 -
Cash at beginning of period $ 32 $ -
____________ ____________
Cash at end of period $ 126,048 $ -
============ ============
</TABLE>
See accompanying notes and accountants' report.
<PAGE>
ICE HOLDINGS, INC.
NOTES TO COMPILED FINANCIAL STATEMENTS
DECEMBER 31 1996 AND 1995
REVERSE STOCK SPLIT
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 13,921,085 shares issued and outstanding. After
the split and adjustments for fractional ceded shares, there were 57,966
shares issued and outstanding.
NEW STOCK ISSUES
During the quarter ended December 31, 1996, the Company issued a total of
11,050,000 shares of common stock. This brings the total shares issued and
outstanding to 11,107,966. The par value of these shares is considered to be
$0.001, which results in common stock value of $11,108.
<PAGE>
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 December 31, 1996, compared to the three
month period ended December 31, 1995, and changes in financial
condition during the three months ended December 31, 1996.
RESULTS OF OPERATIONS
SALES:
Net sales for the period ended December 31, 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 December 31, 1996.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Selling, general and administrative expenses were $0 in the three months ended
December 31, 1995. The Company did expend $78,514 in the three months ended
December 31, 1996 for legal and consulting expenses to position the Company
for future acquisitions.
FINANCIAL CONDITION:
Working capital at December 31, 1996 was $64,767. As of December 31, 1996,
the Company had received $130,000 as an advance on an operating loan of
$162,800 which is convertible to common stock at a later date.
<PAGE>
PART II
Item 1. LEGAL PROCEEDINGS
The Registrant, as previously reported, 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. As of December 31, 1996,
no payments on this promissory note have been made. 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 effected a 250:1 reverse split of issued and
outstanding shares effective October 18, 1996.
c. As of October 15, 1996, the Registrant's Board of Directors
authorized the following sales of common stock, as previously reported in
the 8-K filed October 22, 1996.
(1) Four Million Six Hundred Fifty Thousand (4,650,000) common shares
for a total consideration of Twenty-three Thousand ($23,250) Dollars.
The sale of these shares will be sold pursuant to the transaction
exemption afforded by Regulation S. These offers and sales involve
ten non-U.S. persons in offshore transactions as these terms are
defined in Regulation S.
(2) Six Million Fifty Thousand (6,050,000) common shares for a total
consideration of Thirty Thousand Two Hundred Fifty ($30,250) Dollars.
The sale of these shares will be sold pursuant to the transaction
exemption afforded by Section 4(2) of the Securities Act of 1933, as
amended. These offers and sales involve ten U.S. persons.
(3) Three Hundred Fifty Thousand (350,000) common shares for a total
consideration of Seven Thousand ($7,000) Dollars. The sale of these
shares will be sold pursuant to a Registration Statement filed on Form
S-8 in accordance with the Company's 1996 Stock Option Plan.
Item 3. DEFAULT ON SENIOR SECURITIES
As of December 31, 1996, the Registrant is in default on the Jacobson
Note, as disclosed in Item 1 above. The note is for $50,000 and is in dispute
although the Company has accrued interest on the note through December 31,
1996 of $6,871.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None applicable.
Item 5. OTHER INFORMATION
None applicable.
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. The following reports on Form 8-K were filed
during the quarter ended September 30, 1996:
(1) The Registrant filed a Form 8-K dated October 10, 1996
disclosing a change in control, appointment of new directors,
notification of the assistance of a consultant to the Registrant,
authorization of a change in par value, change of corporate name, and
resignation of directors. Also, a notification that the share
registry was considered out of balance at that time was included.
(2) The Registrant filed a Form 8-K dated October 22, 1996
disclosing an appointment of new directors, a reverse stock split of
250 to 1, sale of common stock and resignation of directors.
(3) The Registrant filed a Form 8-K dated November 4, 1996 appointing
new directors and officers.
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
Date: February 20, 1997 ______________________________
Gregory J. Martin, Secretary
Secretary
Date: February 20, 1997 ______________________________
Matthew Zuckerman, President
Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS INCLUDED IN REGISTRANT'S FORM 10QSB FOR THE NINE MONTHS
ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THOSE
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> DEC-31-1996
<CASH> 126,048
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,949
<DEPRECIATION> 0
<TOTAL-ASSETS> 127,997
<CURRENT-LIABILITIES> 61,281
<BONDS> 0
0
0
<COMMON> 11,108
<OTHER-SE> (74,392)
<TOTAL-LIABILITY-AND-EQUITY> 127,997
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 78,546
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (78,546)
<INCOME-TAX> 0
<INCOME-CONTINUING> (78,546)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (78,546)
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