<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-16205
ICE HOLDINGS, INC.
(Exact Name of registrant as specified in its charter)
Delaware 33-0214792
(State or other jurisdiction of incorporation (I.R.S Employer I.D. Number)
or organization)
7203 Earldom Avenue, Plana Del Ray, CA 90293
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (310) 305-1766
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock
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 report(s), and (2) has been subject to
such filing requirements for the past 90 days.
YES __X__ NO _____
As of May 31, 1997 there were 11,107,966 shares of Common Stock issued and
outstanding, of which 6,947, 340 are restricted and 4,106,626 are free trading.
<PAGE>
ITEM 1. BUSINESS
Introduction
ICE Holdings, Inc., a Delaware corporation (the "Registrant") was organized
under the laws of the State of Delaware on February 6, 1987, originally
under the name of Shopping at Home Television Network, Inc. On February
10, 1989, the Registrant merged with Vegas Chips, a closely held Nevada
corporation and changed its name to Vegas Chips, Inc. The Registrant
became Skydoor Media & Entertainment, Inc. effective December 15, 1995. On
October 9, 1996, the Registrant changed its name to ICE Holdings, Inc.
In conjunction with a transfer of a majority of the Registrant's common
shares in July, 1995, the Registrant ceased production and marketing of
snack food products and sold its snack food manufacturing equipment,
effectively discontinuing operations. As Skydoor Media & Entertainment,
Inc., the Registrant intended to provide on-line computer networking
services required for the operation of a central data processing web site
service. The Registrant was investigating the ability to conduct sales and
marketing of a wide variety of services via the internet.
ICE Holdings, Inc., since October, 1996, is positioning itself as an
integrated company assisting in the development of emerging information,
communications and entertainment technology companies. The Registrant will
provide working capital, financial and management services, and strategic
relationships for subsidiaries which are being identified for future
control.
Products and Operations
The Registrant identified its first acquisition in April 1997 and signed an
acquisition agreement on April 24, 1997, wherein the Registrant would
acquire sixty-percent of the common stock of Default Management Network,
Inc., a Nevada corporation ("DMN"). In May 1997, the Registrant paid
$1,500 for 1,500,000 shares of common stock in DMN. Also as part of this
acquisition, the Registrant is providing DMN with a $2,000,000 revolving
line of credit. The initial advances on this line of credit through June
30, 1997 total $500,000 under an agreement which has not been finalized as
to the terms and conditions for this interim financing. Other than this
acquisition, the Registrant has no productive assets. The Registrant is
pursuing the development of additional financial resources and other
targeted companies for future acquisitions. The Registrant will be
marketing its services to other acquisition targets as additional investor
capital is acquired.
The Registrant had no full time employees as of March 31, 1997. As of
April 1, 1997, Mr. Gregory J. Martin, currently the Registrant's President,
became the company's only employee. However, the Registrant during the
past six months has used the services of consultants and independent
contractors as required.
ITEM 2. PROPERTIES
The Registrant maintains an office located at 7203 Earldom Avenue, Plana
Del Ray, California. The Company has been awaiting closing of acquisitions
as a prelude to site selection of Corporate Headquarters. Previous press
releases originally targeted San Diego, California, however recent
developments have focused attention on Orange County and a planned move is
imminent.
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
The Registrant is not a party to any material pending legal proceedings;
and, to the best of its knowledge, no such act by or against the Registrant
is being threatened or considered, with the exception of the following:
(1) In November 1995, Mr. John A. Jacobson lent $50,000 to Skydoor
Media & Entertainment, Inc.("Skydoor"), the predecessor in interest of the
Registrant. Skydoor gave Jacobson a promissory note in the amount of
$50,000 plus 12% interest with a conversion option to common stock at $0.68
per share (the "Note").
In January 1996, Mr. Jacobson allegedly attempted to convert the Note.
However, the principals of Skydoor allegedly would not allow him to do so,
nor did they pay him.
Mr. Jacobson filed a complaint against Skydoor, its principals, and its
predecessor-in-interest, Vegas Chips, Inc., on June 14, 1996, in Orange
County Superior Court, case number 765161. The case was removed to Federal
Court on motion of the defendants, but has since been remanded back to
State Court.
The Registrant took over control of Skydoor in October 1996 at which time
this litigation was still pending, unbeknownst to the Registrant and
contrary to the representations of the sellers. Therefore, as successor-
in-interest to Skydoor, the Registrant may still be responsible for this
action. However, the Registrant's potential financial exposure for this
contingent liability as discussed in Note 17 of the Financial Statements is
remote and should not impact upon the Registrant in excess of $50,000.00,
exclusive of any costs associated with the defense and resolution of the
claims.
(2) On approximately October 23, 1996, Mr. Dale Jacobs wrote a letter
to Ms. Barbara Katz, U.S. SEC Senior Attorney, alleging that La Jolla
Securities participated in market manipulation and short selling and
trading on inside information in connection with the reverse stock split of
the Registrant. This letter did not directly implicate the Registrant. To
date, the Registrant has received no communication from the SEC with
regards to this letter.
Also in connection with the reverse stock split, Mr. Howard P. Kamin, an
attorney, sent a letter to Skydoor, dated October 25, 1996, stating that
Mr. Kamin's client purchased 140,000 shares of the Registrant and lost
approximately $15,000 when the stock split. The letter requests someone
from Skydoor to contact Mr. Kamin to settle this matter. This letter did
not directly implicate the Registrant itself. To date, the Registrant has
not had any other communications, oral or written, with Mr. Kamin.
Last, in connection with the reverse stock split, M. Richard Cutler, an
attorney, sent a letter to Emmett, Larkin & Company, Inc., stating that Mr.
Cutler's clients incurred substantial financial losses as a result of
alleged stock manipulation and short trading by La Jolla Securities.
Emmett, Larkin & Company, Inc. is the clearing firm for La Jolla
Securities. This letter did not directly implicate the Registrant itself.
To date, the Registrant has not had any other communications, oral or
written, with Mr. Cutler.
<PAGE>
Management of the Registrant believes that the Registrant's potential
financial exposure for any activities taken by third parties in connection
with the reverse stock split is remote.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Registrant's security holders
during the last quarter of its fiscal year ended March 31, 1997.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY STOCK
AND RELATED SHAREHOLDER MATTERS
The authorized capital stock of the Registrant consists of 50,000,000
shares of common stock, $0.001 par value.
As of May 31, 1997, there are approximately 2,300 shareholders currently
holding Common Stock in Registrant. Registrant has approximately
11,107,966 shares of common stock outstanding, of which approximately
4,106,626 shares are free trading and the remainder are restricted shares
under Rule 144.
The Registrant's Common Stock is traded on the NASD over-the-counter
bulletin board system under the symbol "ICEH". The high and low bid prices
for the Registrant's common stock for period of October 18, 1996 through
December 31, 1996 and the fourth quarter ended March 31, 1997 were as
follows:
<TABLE>
<CAPTION>
1996 HIGH LOW
- ---------------------------------------------------------------------------
<S> <C> <C>
Period from 10/18/96 through $ 6.125 $ 3.125
12/31/96
Fourth quarter ended 3/31/97 $ 8.75 $ 4.125
- ---------------------------------------------------------------------------
</TABLE>
The foregoing over-the-counter quotations reflect inter-dealer prices,
without retail mark-up, mark-down, or commission, and may not necessarily
reflect actual transactions.
The payment by the Registrant of dividends, if any, in the future, rests
with the discretion of its Board of Directors, and will depend, among other
things, upon the Registrant's earnings, its capital requirements, and its
financial condition, as well as other relevant factors. The Registrant has
not paid or declared any dividends due to its present financial status and,
due to its contemplated financial requirements, does not contemplate or
anticipate paying any dividends upon its common stock in the foreseeable
future. Under Delaware corporate law, dividends may be paid out of surplus
or, in case there is no surplus, out of net profits for the fiscal year in
which the dividend is declared and/or the preceding fiscal year.
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Plan of Operation
The Registrant will be pursuing acquisition of capital for the
implementation of the Company's business plan. ICE Holdings, Inc. is
attempting through various channels to raise at least $5,000,000 to pursue
various business acquisitions. The Company's goal is to challenge the
traditional venture capital and investment communities and become a
regional leader in assisting technology companies to meet their business
goals. The Registrant plans to offer subsidiaries the development of a
tightly integrated package of capital resources, financial and management
expertise and strategic relationships. The Registrant is assembling the
technical and business expertise to be able to identify, select and acquire
target companies with high intrinsic value in emerging information,
communications and entertainment technology companies of Southern
California.
The Registrant has been able to meet its current cash needs through its
original resources and relationships with other investors. As part of the
acquisition of Default Management Network, Inc., the Registrant may need to
raise an additional $1,500,000 during 1997 to be available for the balance
of the revolving line of credit that is part of the acquisition's
structure. Management believes that with the proper associations, the
Registrant we be able to meet the financial needs of the agreement.
ITEM 7. FINANCIAL STATEMENTS
Reference is hereby made to Item 13 of this report with respect to the
financial statements.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Executive Officers
The directors and officers of the Registrant are as follows:
<TABLE>
<CAPTION>
Name Age Position
- ------------------------ --- ---------
<S> <C> <C>
Gregory J. Martin 41 Sole Director, President,
Chief Executive Officer,
Secretary
Edward Hanson 49 Chief Financial Officer
</TABLE>
<PAGE>
Mr. Gregory J. Martin, Sole Director, President, Chief Executive Officer,
and Secretary, is an international business executive and management
consultant. He has 13 years general and technical management experience in
aviation operations and defense aerospace systems. He also served for 13
years as a Naval Officer and Naval Aviator in a variety of roles including
department head, maintenance officer, mission commander, flight instructor,
and maintenance test pilot. For two years he worked as a Systems Analyst
for Vitro Corporation managing operational test and evaluation of ASW
Helicopters, under a contract to the Naval Space and Warfare Systems
Command. For the last five years he has been active in international
business in a variety of roles including Managing Director of Claridge
House, Ltd., a Hong Kong firm, and President of PowerTech International,
Inc., a start-up international business consulting firm. Mr. Martin has a
B.S. in Physical Science from the U.S. Naval Academy, and an executive
level, international business MBA from the University of Southern
California's IBEAR Program.
Mr. Edward G. Hanson, Chief Financial Officer, joined the Registrant May
15, 1997. Mr. Hanson is a certified public accountant and has a B.B.A. in
Accounting and Finance from the University of Hawaii. In addition to Mr.
Hanson's duties as the Registrant's Chief Financial Officer, he is the
Chief Financial Officer for Marketing Direct Concepts, Inc. From October
1995 through June 1997, Mr. Hanson was Chief Financial Officer and a
Director of I/OMagic Corporation, a public company. From June 1995 through
December 1996, Mr. Hanson was Chief Financial Officer and a Director of
Pacific International Enterprises, Inc., a public company. Mr. Hanson was
Chief Financial Officer and a Director of Peabodys Coffee, Inc. from May
1995 through May 1996. From January 1995 through July 1995, he was
Controller of Iwerks Entertainment, Inc., a public company, responsible for
its accounting department and all corporate financial reporting. Mr.
Hanson was Vice President and Controller of Sante Fe Extruders from June
1993 through January 1995. From August 1985 to June 1993, Mr. Hanson was
President of Hanson & Associates, an independent management consulting
firm.
During the fiscal year ended March 31, 1997, the Board of Directors held
less than ten meetings. All of the directors attended one hundred percent
of the meetings of the Board of Directors.
The Registrant does not have a nominating committee of the Board of
Directors.
ITEM 10. EXECUTIVE COMPENSATION
The Company's Board of Directors authorized the compensation of
several of its officers with restricted shares of the Company's common
stock and options. The following officers of the Company receive the
following annual cash salaries and other compensation:
<PAGE>
<TABLE>
<CAPTION>
Summary Compensation Table
Name and Principal Fiscal Annual Awards (2)
Year Salary(1) Restricted Securities
Stock Underlying
Awards (3) Options
<S> <C> <C> <C> <C>
___________________________________________________________________________
Matthew M. Zuckerman 1996 $ 30,000 700,000 (5) 0
President (4)
- ---------------------------------------------------------------------------
Gregory J. Martin 1996 $ 30,000 75,000 (6) 0
Vice President and
Chief Financial Officer
- ---------------------------------------------------------------------------
All Officers as a Group
(2 Persons) 1996 $ 60,000 775,000 0
- ---------------------------------------------------------------------------
</TABLE>
(1) No officers received any bonus or other annual compensation other than
salaries during fiscal 1996, nor did any officers receive any amounts for
personal benefits, such as the cost of automobiles, life insurance, or
medical insurance.
(2) No officers received or will receive any long term incentive plan
(LTIP) payouts or other payouts during fiscal 1997.
(3) All stock awards are shares of Common Stock of the Registrant.
(4) Mr. Zuckerman resigned on April 30, 1997.
(5) Mr. Zuckerman purchased 700,000 shares of Common Stock of the
Registrant for $0.005 per share.
(6) Mr. Martin purchased up to 75,000 shares of common stock of the
Registrant for $0.005 per share.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of May 31, 1997, the outstanding shares
of Common Stock of the Registrant owned of record or beneficially by each
person who owned of record, or was known by the Registrant to own
beneficially, more than 5% of the Registrant's common stock, and the name
and shareholdings of each officer and director of the Registrant as a
group:
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
NUMBER OF BENEFICIALLY
NAME SHARES (1) OWNED
<S> <C> <C>
- --------------------------------------------------------------------------
Gregory J. Martin (2) 375,000 3.4%
- ---------------------------------------------------------------------------
Matthew M. Zuckerman (2) 35,000 4.2%
- ---------------------------------------------------------------------------
Kerman Family Properties, Inc. 465,000 6.0%
c/o Jonathan Zuckerman
745 River Road
P.O. Box 803
Shelton, CT 06484
- ---------------------------------------------------------------------------
Edward Hanson (2) -0-(1) *
- ---------------------------------------------------------------------------
Zelton Foundation 1,500,000 13.5%
c/o Allegemeines Treuunternehmen
Attn: Herr Christoph Langenauer
FL-9490 Vaduz Liechtenstein
- ---------------------------------------------------------------------------
James Fisher 1,500,000 13.5%
1634 E. 109th Street
Los Angeles, CA 99058
- ---------------------------------------------------------------------------
Inversora Greenway S A 1,000,000 9.0%
No address
- ---------------------------------------------------------------------------
Leonard Farr 1,000,000 9.0%
10615 S. Compton Avenue
Los Angeles, CA 99059
___________________________________________________________________________
All officers and directors 875,000 7.9%
as a group (2 persons)
___________________________________________________________________________
</TABLE>
* Less than one percent
(1) Except as otherwise indicated, the Company believes that the
beneficial owners of Common Stock listed above, based on information
furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws where
applicable. Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of Common
Stock subject to options or warrants currently exercisable, or exercisable
within 60 days, are deemed outstanding for purposes of computing the
percentage of the person holding such options or warrants, but are not
deemed outstanding for purposes of computing the percentage of any other
person.
(2) c/o Registrant's address: 7203 Earldom Avenue, Plana Del Ray, CA
90293.
(3) Pursuant to his Consulting Agreement, Mr. Hanson earns 300 warrants
per day for each day worked, exercisable for a term of five years at a
price equal to 80% of the closing bid price for the Registrant's Common
Stock on the date of the grant.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Stock Options
None.
Transactions Involving Directors
None.
Loans From Directors
None.
Potential Conflicts of Interest
Each of the officers and directors of the Registrant may engage in other
businesses, either individually or through partnerships and corporations in
which they may have an interest, hold an office, or serve on boards of
directors. Certain conflicts of interest may exist or may develop in the
future between the Registrant and its officers and directors.
The Registrant will attempt to resolve any such conflicts of interest in
favor of the Registrant. The officers and directors of the Registrant are
accountable to it and its shareholders as fiduciaries, which requires that
such officers and directors exercise good faith and integrity in handling
the Registrant's affairs. A shareholder may be able to institute legal
action on behalf of the Registrant or on behalf of itself and all other
similarly situated shareholders to recover damages or for other relief in
cases of the resolution of conflicts in any manner prejudicial to the
Registrant.
Management is unaware of any other interests of its officers and directors
that may create a potential conflict of interest with the Registrant.
<PAGE>
PART III
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 10-KSB
(a) (1) Financial Statements (including related comments hereto)
filed as part of this report are listed below:
Report on Audit of Financial Statements and Financial
statement Schedules prepared by Williams & Webster, P.S., Certified
Public Accountants.
(2) Financial Statement Schedules for each of the three years in
the period ended March 31, 1997, are included as follows:
Report on Audit of Financial Statements and Financial
statement Schedules prepared by Williams & Webster, P.S., Certified
Public Accountants.
(b) No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
(c) Exhibits.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
ICE HOLDINGS, INC.
A Delaware Corporation
By:_/S/ Gregory J. Martin________
Gregory J. Martin
President
Date:__July 3, 1997______________
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
ICE HOLDINGS, INC.
A Delaware Corporation
By:_/S/ Edward G. Hanson_________
Edward G. Hanson
Chief Financial Officer
Date:__July 3, 1997______________
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
REPORT ON AUDIT OF FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
FOR EACH OF THE THREE YEARS IN THE PERIOD
ENDED MARCH 31, 1997
F-1
<PAGE>
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
FOR EACH OF THE THREE YEARS IN THE PERIOD ENDED MARCH 31, 1997
CONTENTS
----------
Page
----
Independent Auditor's Report F-3
- Financial Statements -
Balance Sheet F-5
Statements of Operations F-6
Statements of Changes in
Stockholders' Equity F-7a
Statements of Cash Flows F-8
Notes to Financial Statements F-9
- Supplementary Information -
Schedule Rule 12-09 - Valuation and Qualifying
Accounts F-14
F-2
<PAGE>
(LETTERHEAD)
Board of Directors
ICE Holdings, Inc.
Plana Del Ray, California
Independent Auditor's Report
We have audited the accompanying balance sheet of ICE Holdings, Inc.
(formerly Skydoor Media & Entertainment) as of March 31, 1997, and the
related statements of operations, stockholders' equity (deficit) and cash
flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit. The
financial statements of ICE HOLDINGS, INC as Skydoor Media & Entertainment,
Inc. as of March 31, 1996 and the years ending March 31, 1996 and 1995 were
audited by other auditors, whose report dated August 23, 1996 on those
statements included an explanatory paragraph that described that the
Company had incurred significant losses since its inception which raised
substantial doubt about the Company's ability to continue as a going
concern as discussed in the 1996 NOTE 15 to the financial statements.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the 1997 financial statements referred to above present
fairly, in all material respects, the financial position of ICE Holdings,
Inc. as of March 31, 1997 and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted
accounting principles.
F-3
<PAGE>
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental financial
statement schedule is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not a required part of
the basic financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly states in all material respects the financial
data required to be set forth therein in relation to the basic financial
statements taken as a whole.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial
statements, the Company incurred a net loss of $206,321 for the year ended
March 31, 1997. Although Management believes that actions presently being
taken will meet the needs of the Company's operations and financial
requirements which are discussed in Note 1, these conditions still raise
substantial doubt that the Company will be able to continue as a going
concern if Management is unable to meet these goals. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
/S/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
June 20, 1997
F-4
<PAGE>
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
BALANCE SHEETS
For the Years Ended March 31, 1997 and 1996
<TABLE>
<CAPTION>
ASSETS
1997 1996
---------- -----------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 74,287 $ 32
Prepaid expenses 7,450 -
--------- ----------
Total current assets 81,737 32
Property and equipment 4,291 -
---------- ----------
TOTAL ASSETS $ 86,028 $ 32
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 3,638 $ -
Accounts payable - Consultants 25,000 -
Notes payable 212,800 -
Note payable-Shareholder - 50,000
Accrued liabilities - 18,520
Accrued interest 10,649 -
---------- ----------
Total current liabilities 252,087 68,520
---------- ----------
Commitments and Contingencies - -
Stockholders' equity
Common stock $.001 par value,($.03 par value
in 1996) 50,000,000 shares authorized;
11,107,966 shares outstanding at March
31, 1997, 6,947,062 shares outstanding
at March 31, 1996 11,108 69,773
Additional paid-in capital 4,273,965 4,100,950
Stock options and warrants - 5,600
Accumulated deficit (4,451,132) (4,244,811)
----------- ----------
Total stockholders'(deficit) (166,059) (68,488)
----------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 86,028 $ 32
=========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
F-5
<PAGE>
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
STATEMENTS OF OPERATIONS
For the Years Ended March 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
---------- ---------- ----------
<S> <C> <C> <C>
Sales $ - $ - $ 374,534
Less: Discounts and allowances - - 76
--------- --------- ---------
- - 374,458
Cost of sales - - 361,666
--------- ---------- --------
Gross profit - - 12,790
Selling, general and
administrative expenses 195,672 61,257 142,115
--------- ---------- --------
Loss from operations (195,672) (61,257) (129,325)
---------- ----------- ---------
Other income(expense)
Interest expense (10,649) - (16,934)
Other income(expense) - - 1,060
Unusual or infrequent item - - (1,025,924)
---------- ---------- -----------
(10,649) - (1,041,798)
--------- ---------- -----------
Loss before income tax (206,321) (61,257) (1,171,123)
--------- ----------- -----------
Provision for income taxes - 7,232 -
-------- ---------- ----------
Net Loss $ (206,321) $ (68,488) $ (1,171,123)
--------- --------- -----------
Net loss per share $ (.05) $ (.01) $ (.56)
========= ========= =========
Weighted average number of
common shares outstanding 4,187,716 6,947,062 2,291,285
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
F-6
<PAGE>
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended March 31, 1997, 1996 and 1995
(In order to file with the SEC via EDGAR, the Statement of Changes in
Stockholders' Equity for ICE Holdings, Inc. have been formatted to
fit across two pages.
<TABLE>
<CAPTION>
ADDITIONAL
COMMON STOCK PAID IN
SHARES AMOUNT CAPITAL
---------- ---------- ----------
<S> <C> <C> <C>
---------- ---------- ----------
Balance, March 31, 1994 2,291,285 $ 69,000 $ 4,001,800
---------- ---------- ----------
Issuance of common shares 26,777 773 99,150
Net loss for the year - - -
---------- ---------- ----------
Balance, March 31, 1995 2,317,062 69,773 4,100,950
---------- ---------- ----------
Issuance of common shares 4,630,000 - -
Net loss for the year - - -
---------- ---------- ----------
Balance, March 31, 1996 6,947,062 69,773 4,100,950
---------- ---------- ----------
Correction for common stock
never issued (25,977) - -
Common stock issued for $25,000 or
$.00357 per share in cash to
$.001 par value 7,000,000 7,000 18,000
Change of common stock's par
value from $.03 per share
to $.001 per share - (62,852) 62,852
Cancellation of stock options as
conditions for ownership change - - 5,600
Reverse stock split/250 shares
for 1 (13,863,119) (13,863) 13,863
Common stock issued for $.01
per share 4,650,000 4,650 41,850
Common stock issued for $.005
per share 6,050,000 6,050 24,200
Common stock issued for $.02 per
share in accordance with 1996
Stock Option Plan 350,000 350 6,650
Net loss for the year
ended March 31, 1997 - - -
---------- ---------- ---------
Balance, March 31, 1997 11,107,966 $ 11,108 $ 4,273,965
=========== ========== =========
</TABLE>
The accompanying notes are an integral part of these statements.
F-7a
<PAGE>
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Years Ended March 31, 1997, 1996 and 1995
(In order to file with the SEC via EDGAR, the Statement of Changes in
Stockholders' Equity for ICE Holdings, Inc. have been formatted to
fit across two pages.
<TABLE>
<CAPTION>
STOCK TOTAL
OPTIONS SHAREHOLDERS'
AND ACCUMULATED EQUITY
WARRANTS DEFICIT (DEFICIT)
---------- ----------- -------------
<C> <C> <C>
$ 5,600 $ (3,005,200) $ 1,071,200
---------- ----------- ---------
- - 99,923
- (1,171,123) (1,171,123)
--------- ----------- -----------
5,600 (4,176,323) -
--------- ----------- ---------
- - -
- (68,488) (68,488)
--------- ----------- ---------
5,600 (4,244,811) (68,488)
--------- ----------- ---------
- - -
- - 25,000
- - -
(5,600) - -
- - -
- - 46,500
- - 30,250
- - 7,000
- (206,321) (206,321)
----------- ----------- ---------
$ - $ (4,451,132) $ (166,059)
=========== =========== =========
</TABLE>
The accompanying notes are an integral part of these statements.
F-7b
<PAGE>
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
STATEMENT OF CASH FLOWS
For the Years Ended March 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
--------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating
activities
Cash received from
customers and others $ - $ - $ 655,058
Cash paid to suppliers,
employees and others - - (1,744,741)
Cash paid for services
and administration (191,931) (49,968) -
Interest paid - - (16,934)
----------- ------------ ------------
Net cash used in
operating activities (191,931) (49,968) (1,106,617)
----------- ------------ ------------
Cash flows from
investing activities
Purchase of equipment (5,364) - -
----------- ---------- -----------
Net cash used in
investing activities (5,364) - -
----------- ---------- ------------
Cash flows from
financing activities
Short-term borrowing, net 162,800 - -
Proceeds from long term debt - 50,000 -
Proceeds from issuance
of common stock 108,750 - -
Unusual or infrequent item - - 1,002,617
----------- ---------- ------------
Net cash provided by
financing activities 271,550 50,000 1,002,617
----------- ---------- ------------
Net increase in cash 74,255 32 (104,000)
Cash beginning balance 32 - 104,000
----------- ---------- ------------
Cash ending balance $ 74,287 $ 32 $ -
=========== ========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
F-8
<PAGE>
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
STATEMENT OF CASH FLOWS
For the Years Ended March 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
----------- ---------- -----------
<S> <C> <C> <C>
Reconciliation of net
loss to net cash used
in operating activities
Net loss $ (206,321) $ (68,488) $ (1,171,123)
----------- ---------- ------------
Adjustments
Depreciation 1,073 - 50,505
Decrease in accounts
receivable - - 280,600
Decrease in inventory - - 159,700
Increase in other
current assets - - 31,400
Increase(decrease) in
accounts payable 28,638 - (306,900)
Increase in accrued interest 10,649 - -
Increase in prepaid expense (7,450) - -
Increase(decrease) in accrued
liabilities (18,520) 18,520 -
----------- ---------- ------------
Total Adjustments 14,390 18,520 150,900
----------- ---------- ------------
Net cash used in
operating activities $ (191,931) $ (49,968) $ (1,106,617)
=========== =========== =============
Interest paid $ - $ - $ 16,934
=========== =========== ============
Income taxes paid $ - $ - -
=========== ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
F-9
<PAGE>
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Years Ended March 31, 1997 and 1996
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
ICE Holdings, Inc. (the Company), formerly Skydoor Media & Entertainment,
Inc. was incorporated on February 6, 1987 under the laws of the State of
Delaware. The Company was at one time a manufacturing and wholesaling
entity for snack foods whose operations were transferred to a majority
shareholder during the year ended March 31, 1995. Since the disposal of
the Company's operations, majority control of the Company has changed four
times during 1995 and 1996. The current controlling shareholders are
positioning the Company as an integrated company assisting in the
development of emerging information, communications and entertainment
technology companies. The restructured Company will provide working
capital, financial and management services and strategic planning for
several subsidiaries which are being identified and acquired. The first
enterprises will be acquired in the spring and summer of 1997.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.
PROPERTY AND EQUIPMENT
Equipment is carried at cost. Depreciation is calculated on accelerated
methods over estimated useful lives of five years. As of March 31, 1997,
the Company had no lease commitments for property and equipment.
ADVANCES TO AND FROM OFFICERS
In recent months, the officers have, as necessary, advanced funds to the
Company. As funds are available, these advances are repaid.
LOSS PER SHARE
Loss per share is computed using the weighted average number of common
shares outstanding or deemed to be outstanding during the period. The
computation of loss per share does not include common stock equivalents,
which are anti-dilutive. The fully diluted and primary earnings per share
computations are identical for the year ending March 31, 1997.
STOCK SPLIT
On October 18, 1996, the Company effected a 250-for-1 reverse stock split
for all shares outstanding at that date. All references in the financial
statements to issued and outstanding shares and per share data reflect this
reverse stock split.
OTHER DEFERRED COST
The Company has incurred certain costs in connection with the registration
of a public offering of additional shares of common stock. These costs are
netted against the proceeds of the offering, if successful, or are charged
to current operations, if unsuccessful.
F-9
<PAGE>
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Years Ended March 31, 1997 and 1996
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
INCOME TAXES
As of March 31, 1997, the Company had accumulated net operating losses of
approximately $2,700,000. These losses are substantially available to
reduce taxable income and the corresponding future federal and state income
taxes. These losses may be carried forward for fifteen years with the
earliest expiration date of March 31, 2004. The Company over the past few
years has had at least four changes of ownership which exceeded fifty
percent of the Company's outstanding shares. The utilization of the net
operating loss carry-forwards will be limited in accordance with federal
tax law by each of the ownership changes. The determination of the amount
of net operating loss actually available has not been made. The loss
attributed to the current ownership group is approximately $200,000.
GOING CONCERN
The financial statements of the Company have been prepared on a going-
concern basis. That basis of accounting contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
conducting business operations. As shown in the financial statements,
operations for the year ended March 31, 1997 resulted in a net loss of
$206,321. The Company's future is dependent on its ability to continue to
obtain additional capital or adequate financing to fund future acquisitions
and developments in information, communication and entertainment
technologies.
The Company is currently pursuing private placement of its stock and other
opportunities for raising capital. These funds will allow the Company to
pursue its targeted industries and the acquisition of operating companies
as subsidiaries.
RECLASSIFICATIONS
Certain amounts from prior periods have been reclassified to conform with
the current period presentation. This reclassification has resulted in no
changes to accumulated deficit or net losses presented.
NOTE 2. EQUIPMENT
The Company's equipment at March 31, 1997 consists of the following:
<TABLE>
<CAPTION>
<S> <C>
Computer equipment $ 5364
Less: Accumulated depreciation 1073
----
Total $ 4291
====
</TABLE>
F-10
<PAGE>
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Years Ended March 31, 1997 and 1996
NOTE 3. NOTES PAYABLE
The Company, when under the control of a prior shareholder group, borrowed
$50,000 from John Jacobson (Jacobson Note) in November 1995. The original
terms on the note required repayment of the balance by November 8, 1996
with interest at twelve percent. The note also carried a conversion
feature allowing the note to be converted to stock in Skydoor Media &
Entertainment, Inc. at the rate of $0.68 per share. During the change in
ownership of the Company, this previous shareholder group gave the new
controlling shareholders a representation this liability was paid in full
and did not exist. The Company's current management is reviewing this
matter for appropriate actions to either settle this claim or pursue a
resolution against the previous shareholders. The Company has elected to
record this note as a current liability of $50,000 with accrued interest
owed as of March 31, 1997 of $8,371.
As part of a change in ownership, shareholders canceled two notes payable
to themselves for $50,000 each. After reviewing the Company's transactions
and records, the funds claimed on these notes were never advanced to the
Company. The Company's Management is currently reviewing these and other
matters concerning the representations of prior shareholders before
determining its course of action.
On December 30, 1996, the Company signed a note with Conception One
Foundation for the sum of $162,800. This note includes interest per annum
of six percent, and is due and payable on January 2, 1998. At the
discretion of the note holder, all or part of the note can be converted to
common stock in the Company at the rate of $5.00 per share of restricted
common stock. As of March 31, 1997, the Company had received $162,800
under this agreement and this amount is presented as all of the long-term
debt of the Company. As of March 31, 1997, the Company had accrued
interest owed per this agreement of $2,278.
NOTE 4. SHAREHOLDERS' EQUITY
The Company had recorded 6,947,062 shares of common stock issued and
outstanding as of March 31, 1996. This includes 4,630,000 common shares of
restricted stock which were issued to controlling shareholders for no
documented consideration during March 1996.
The Company's management is investigating this transaction but feels that
any actions will be immaterial since these shares were reduced to 18,520
shares after the reverse stock split.
In September 1996, the Company agreed to issue 7,000,000 shares of
restricted common shares for $25,000. This resulted in a fifty-five
percent change in ownership. Associated with this change in ownership, the
Company changed its name to ICE Holdings, Inc. and reduced the par value of
the stock to $.001 per share from $.03 per share.
F-11
<PAGE>
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Years Ended March 31, 1997 and 1996
NOTE 4. SHAREHOLDERS' EQUITY (Continued)
On October 18, 1996 the company effected a 250 to 1 reverse stock split of
all issued and outstanding common shares.
After the reverse split, in October 1996, the Company issued 4,650,000
restricted common shares for $46,500. This issuance was in accordance with
the exemption afforded by Regulation S. This issuance was followed by one
for 6,050,000 restricted common shares for $30,250 sold pursuant to
exemption under Section 4(2) of the Securities Act of 1933 involving sales
to ten United States persons.
In October 1996, the Company adopted the 1996 Stock Option Plan to provide
specified employees and consultants of the Corporation incentive to promote
the success of the business and to encourage stock ownership. The Company
registered 350,000 common shares with the Securities and Exchange
Commission pursuant to this plan. These shares were issued for
consideration of $7,000.
In reviewing and reconciling the Company's records with that of its stock
transfer agent, it was discovered that the original shares outstanding in
1996 were out of balance by 25,977 common shares. This imbalance was equal
to 104 post-reversed stock split shares and the Company's books and records
were adjusted accordingly.
The Company has a consulting agreement with Manhattan West, Inc. paying
$5,000 per month for consulting services. As of March 31, 1997, the
Company owed $25,000 on this agreement which began November 1, 1996. These
fees may be paid in common stock based upon a formula price equal to 75% of
the monthly average bid price in the month services are rendered.
Mr. Edward G. Hanson joined the Company as its Chief Financial Officer on
May 15, 1997. Part of his compensation agreement provides that Mr. Hanson
shall earn 300 warrants per day for work performed, exercisable for a term
of five years at a price equal to 80% of the closing bid price for the
Company's common stock on the date granted.
NOTE 5. RELATED PARTY TRANSACTIONS
As of March 31, 1996, the Company had recorded that it had a loan from a
significant stockholder of $50,000. The Company had not issued any stock
to this note holder as described in Note 3. During the changes of
ownership in 1996, certain shareholders canceled notes which had no
significant balances outstanding during the year and certain related
payables. As of March 31, 1997, the Company had no current related
parties' transactions other than payroll and consulting agreements with its
officers. In recognition of their contributions as Officers of the
Company, Mr. Matthew Zuckerman and Mr. Gregory Martin received $30,000 each
as consulting contracts in the period ended March 31, 1997.
F-12
<PAGE>
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
NOTES TO FINANCIAL STATEMENTS
For the Years Ended March 31, 1997 and 1996
NOTE 6. COMMITMENTS AND CONTINGENCIES
LEASES
In early January 1997, the Company arranged for leased office space in San
Francisco, California. The lease period is for six months with monthly
payments of $1,150 per month and a $500 deposit. The Company's liability
for this lease agreement was terminated in April 1997.
CONTINGENCIES
As described in Note 3, the Company has identified only one commitment from
previous shareholders' representations which is considered a payable by the
Company. The Company has undergone numerous changes in ownership and
shareholders in the last three years. As of June 20, 1997, the Company has
not been notified of any other claims or assertions.
NOTE 7. SUBSEQUENT EVENTS
Acquisition of DEFAULT MANAGEMENT NETWORK, INC. ("DMN") on April 24, 1997.
The Company entered into an agreement to acquire 1,500,000 common shares of
Default Management Network, Inc. This transaction results in the Company
controlling 60% of the outstanding common stock of the DMN. As part of
this agreement, the Company will also make available to DMN a revolving
line of credit in the amount of $2,000,000. As of June 20, 1997, DMN had
drawn $500,000 on this line of credit under an agreement which has not been
finalized as to the terms and conditions for this interim financing.
F-13
<PAGE>
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
SCHEDULE of RULE 12-09 - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended March 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
Balance at Charged to
beginning of Costs and
Description Period Expenses
- -------------------------------- ------------ ----------
<S> <C> <C>
Allowance for doubtful accounts
Year ended March 31, 1997 $ - $ -
Year ended March 31, 1996 - -
Year ended March 31, 1995 (1) 8,600 8,600
Valuation allowance for
deferred tax asset
Year ended March 31, 1997 (2) 760,000 -
Year ended March 31, 1996 760,000 -
Year ended March 31, 1995 760,000 -
</TABLE>
(1) Direct write-offs of accounts receivable
(2) The Company has had a change in shareholders which reduced deferred tax
assets to zero.
F-14a
<PAGE>
ICE HOLDINGS, INC.
(Formerly Skydoor Media & Entertainment, Inc.)
SCHEDULE of RULE 12-09 - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended March 31, 1997, 1996 and 1995
[CAPTION]
<TABLE>
Change to
other Accounts Deductible Balance at
Describe Describe End of Period
- ------------ ---------- -------------
<S> <C> <C>
$ - $ - $ -
- - -
- - -
- 760,000 -
- - -
- - -
</TABLE>
F-14b
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 74,287
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 81,737
<PP&E> 5,364
<DEPRECIATION> 1,073
<TOTAL-ASSETS> 86,028
<CURRENT-LIABILITIES> 252,087
<BONDS> 0
0
0
<COMMON> 11,108
<OTHER-SE> (177,167)
<TOTAL-LIABILITY-AND-EQUITY> 86,028
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 195,672
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,649
<INCOME-PRETAX> (206,321)
<INCOME-TAX> 0
<INCOME-CONTINUING> (206,321)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (206,321)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
