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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 22, 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)
1649 Appian Way, Ste. 103, Santa Monica, CA 90401 94308
(Address of Principal Office) (Zip Code)
Registrant's telephone number, including area code
(310) 305-1766
Registrants Former Name:
SKYDOOR MEDIA & ENTERTAINMENT, INC.
Registrants Former Address: 18101 Von Karmen Ave., Ste. 1940,
Irvine, California 92715
Item 1. CHANGES IN CONTROL OF REGISTRANT
(a) APPOINTMENT OF NEW DIRECTORS. The Board of
Directors, comprised Felicia Murray and Jocelyn Scroggins,
nominated two additional persons to fill vacant seats on the
Company's board of directors. They nominated Laura Frazier and
Kim Kallfelz who accepted the nominations.
Item 5. OTHER EVENTS
Pursuant to a meeting of the Registrant's Board of Directors on
October 15, 1996, and Minutes of Majority Shareholders, the
following actions have been authorized, ratified and effected:
(a) REVERSE SPLIT OF COMMON SHARES. 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 are 50,442.65
shares issued and outstanding. The reverse split does not affect
the shares issued below in paragraph (b) of this Item 5, as they
will be issued post split.
(b) SALE OF COMMON STOCK. The Board of Directors
authorized the offer and sale of common stock. The Company has
been authorized to sell and issue the following shares:
(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 6. RESIGNATION OF DIRECTORS.
(a) The Registrant's board of directors tendered their
resignations effective Friday, October 15, 1996. Copies of the
resignations appear as Exhibit 17. No disagreements precipitated
the resignations, but rather a change in control of the
Registrant.
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.
Date: October 22, 1996 ____________________________
Felicia Murray, President
Date: October 22, 1996 ____________________________
Jocelyn Scroggins, Treasurer
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EXHIBIT 17
RESIGNATION OF DIRECTOR
I, JENNIFER THOMAS, tender my resignation from the Board of
Directors of ICE Holdings, Inc. effective this 15th day of
October, 1996.
DATED this 15th day of October, 1996.
/s/ Jennifer Thomas
________________________________
Jennifer Thomas
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form 8-K of our reports appearing on the Skydoor
Media & Entertainment, Inc Form 10-KSB for the fiscal year ended
March 31, 1996 and Form 10-QSB for the quarter ended June 30,
1996 filed with the Securities and Exchange Commission.
/s/ Fox & Fox
___________________
Fox & Fox
Consent date: October 22, 1996