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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