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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
October 10, 1996
ICE HOLDINGS, INC.
(Exact Name of registrant as specified in its charter)
Delaware
(State of other jurisdiction of incorporation)
0-16205 33-0214792
(Commission File No.) (IRS Employer I.D. Number)
3340 Greer Rd, Palo Alto, CA 94308
(Address of Principal Office) (Zip Code)
( ) -
Registrant's telephone number, including area code
Registrants Former Name: SKYDOOR MEDIA & ENTERTAINMENT, INC.
Registrants Former Address: 18101 Von Karmen Ave., Ste. 1940
Irvine, CA 92715
Item 1. CHANGES IN CONTROL OF REGISTRANT
(a) SALE OF COMMON STOCK. The Board of Directors authorized the
sale of Seven Million (7,000,000) Common shares, 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.
The Stock Purchase Agreement was entered into on September 24, 1996
and closed on October 2, 1996. These shares represent approximately
a Fifty-five (55%) ownership interest in the Registrant's issued and
outstanding shares (see Item 5 (e). These shares were sold to
Jennifer Thomas pursuant to the issuer transaction exemption afforded
by Section 4(2) of the Securities Act of 1933, as amended. These are
restricted securities.
(b) APPOINTMENT OF NEW DIRECTORS. The Board of Directors, comprised
of Jeffrey Benice, Dale Jacobs and James Fenner, nominated three
persons to be seated on the Board upon their effective resignations.
The Board nominated Felicia Murray, Jennifer Thomas and Jocelyn
Scroggins to fill the vacancies created by their resignations.
Felicia Murray, Jennifer Thomas and Jocelyn Scroggins will serve as
the Registrant's President, Secretary and Treasurer, respectively.
(c) CONSULTANT ASSISTING THE REGISTRANT. Generale Consultants
Internationale, Inc. is acting as a consultant to the Registrant's
new Board of Directors. Felicia Murray, is a shareholder of Generale
Consultants Internationale. Jennifer Thomas received financial
assistance from Generale in the form of a loan to acquire the shares
referenced above. As a result of these relationships, Generale, may
have the ability to exert a controlling influence over the Registrant's
Board of Directors.
Item 5. Other Events
Pursuant to a meeting of the Registrant's Board of Directors on
September 24, 1996, and Minutes of Majority Shareholders, the following
actions in (a) and (b) have been authorized, ratified and effected:
(a) AUTHORIZATION TO CHANGE PAR VALUE. The Board of Directors
authorized the Registrant to amend its Articles of Incorporation
providing for a reduction in the par value of the Registrant's
common stock.
The par value was changed from $0.03 per share to $0.001 per share.
This change affects the 50,000,000 common shares only. The sale of
common shares above reflects the new par value. This amendment was
filed on September 24, 1996.
(b) CORPORATE NAME CHANGE. The new Board's first act was the
authorization to change the corporate name from Skydoor Media &
Entertainment, Inc. to ICE Holdings, Inc. The Registrant amended
Articles of Incorporation on October 9, 1996. The name change was
effective October 9, 1996.
(c) PERIODIC REPORTING - LATE FILING The registrant will file its Form
10-QSB report for the period ending June 30, 1996 late.
(d) SHARE REGISTRY OUT OF BALANCE. The Registrant believes that there is
presently 12,610,663 common shares issued and outstanding giving effect
to the stock purchase referenced in Item 1. The Registrant's transfer
agent records reflect an additional 820,733 common shares outstanding.
The Registrant and the transfer agent are taking remedial actions to
resolve the discrepancy.
(e) ADDITIONAL TERMS OF CHANGE IN CONTROL. Jennifer Thomas, with the
assistance of General Consultants Internationale, paid a total
consideration of $95,000 Dollars in connection with this stock purchase
and change in control of registrant. These funds were paid to Jeffrey
Miles, as an agent of Skydoor. This consideration was paid as follows:
(1) pay the sum of $10,363.02 to American Securities Transfer, the
Registrant's transfer agent, for past due fees and costs; (2) pay the
sum of $224.00 to Delaware Secretary of State for filing fees; (3)
pay the sum of $84,139.98 to Jeffrey Miles for two purposes: (a) paying
the $25,000 to Skydoor for the stock purchase; and (b) delivery of
instruments evidencing the discharge of all the Registrant's current
liabilities. The current liabilities were represented as notes and
accounts payable approximately totaling $100,000.
Item 6. RESIGNATION OF DIRECTORS.
(a) The Registrant's board of directors tendered their resignations
effective upon closing of the Stock Purchase Agreement referenced
above in Item 1. The sale closed on October 3, 1996. The resignations
of Jeffrey Benice, Dale Jacobs and James Fenner, dated October 1, 1996
were tendered. Copies of the resignations appear as Exhibit 17. No
disagreements precipitated the resignations, but rather a change in
control of the Registrant.
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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.
ICE HOLDINGS, INC.
/s/ Jennifer Thomas Date: October 10, 1996
________________________________ ________________________
By: Jennifer Thomas
Title: Secretary
/s/ Jocelyn Scoggins Date: October 10, 1996
________________________________ _________________________
By: Jocelyn Scoggins
Title: Treasurer
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EXHIBIT "K"
1. Resignation of Jeffrey Benice
2. Resignation of James Fenner
3. Resignation of Dale Jacobs
October 1, 1996
Effective this date, I immediately hereby resign from the board of
directors of Skydoor Media & Entertainment, Inc.
/s/ Jeffrey S. Benice
____________________________
Jeffrey S. Benice
October 1, 1996
Effective this date, I immediately hereby resign from the board of
directors of Skydoor Media & Entertainment, Inc.
/s/ James Fenner
______________________________
James Fenner
October, 1996
Effective this date, I immediately hereby resign from the board of
directors of Skydoor Media & Entertainment, Inc.
/s/ Dale Jacobs
_______________________________
Dale Jacobs