U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
SCHEDULE 14F-1
Under the Securities Exchange Act of 1934
ISLAND RESIDENCES CLUB, INC.
(Exact name of registrant as specified in its corporate charter)
000-49978
(Commission File Number)
Delaware
(State of Incorporation)
20-2443790
(I.R.S. Employer Identification No.)
P.O. Box 1947, Noosa Heads, Queensland 4567, Australia
(Address of principal executive offices)
(61-7) 5474-1180
(Registrant's telephone number, including area code)
ISLAND RESIDENCES CLUB, INC.
INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT
OF 1934 AND RULE 14F-1 THEREUNDER
GENERAL
This Information Statement is being delivered on or about March 17, 2005 to
the holders of shares of common stock, par value $0.0001 (the "Common Stock") of
Island Residence Club, Inc., a Delaware corporation (the "Company"). You are
receiving this Information Statement in connection with the appointment of two
new members to the Company's Board of Directors (the "Board").
On March 17, 2005, by unanimous written consent of the sole shareholder of
the Company Meridian Pacific Investments HK Ltd., in lieu of a meeting, resulted
in a restructuring of the Company's management, Board, and ownership.
Pursuant to the resolutions Island Investments, Inc,
(1) changed its name to Island Residences Club, Inc
(2) increased the authorized board to four members and appointed Graham J.
Bristow and Bob Bratadjaja as additional directors
(3) accepted the resignation of Joseph A. Joyce as Secretary, Treasurer and
appointed Bob Bratadjaja to replace him
(4) Issued four million common shares to Meridian Pacific Investments HK Ltd
at $2.50 per share in total consideration of $ 10 million dollars, for
the transfer of four million shares of PT Island Concepts Indonesia
Tbk and four million rights. The rights are issued as stay entitlements
in the Bali Island Villas in Seminyak, Bali. These Villas have been
developed by and are operated by, PT Island Concepts Indonesia Tbk for
The Island Residences Club.
(5) Recorded a change in ownership of the 2,240,000 common shares currently
held by Meridian Pacific Investments HK Ltd to be held by Meridian
Pacific Investments HK Ltd For Benefit Of 525 Beneficial Holders
YOU ARE URGED TO READ THIS INFORMATION STATEMENT CAREFULLY. YOU ARE NOT
HOWEVER, REQUIRED TO TAKE ANY ACTION.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SECURITIES OF THE COMPANY
On March 17, 2005 there were 6,240,000 shares of common stock issued and
outstanding. Each share of Common Stock entitles the holder thereof to one
vote on each matter that may come before a meeting of the shareholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 17, 2005, certain information
with respect to the Company's equity securities owned of record or beneficially
by (i) each officer and director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all directors and executive officers as a group.
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND PERCENT OF
BENEFICIAL OWNER (1) NATURE OF CLASS (2)
BENEFICIAL
OWNERSHIP
-------------- ---------------------------------------- ---------- ----------
Common Stock Meridian Pacific Investments HK Ltd. (3) 2,240,000 36%
FBO 525 beneficial owners
P.O. Box 1947, Noosa Heads
Queensland 4567, Australia
Common Stock Meridian Pacific Investments HK Ltd. (3) 4,000,000 64%
P.O. Box 1947, Noosa Heads
Queensland 4567, Australia
Common Stock All Officers and Directors as a Group(3) 4,000,000 64%
(4 persons)
--------------
<FN>
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents securities for
which the beneficial owner has sole voting investment power or has the power to
acquire such beneficial ownership within 60 days.
(2) Based upon 6,240,000 shares issued and outstanding.
(3) Meridian Pacific Investments HK Ltd. is majority owned and controlled by
Graham J. Bristow.
CHANGES IN CONTROL
On March 10, 2004, Meridian Pacific Investments HK Ltd. acquired 2,240,000
shares from T. Chong Weng in a private transaction. At that time, Meridian
Pacific Investments HK Ltd. became the "control person" of the Registrant as
that term is defined in the Securities Act of 1933, as amended.
On March 17, 2005, Meridian Pacific Investments HK Ltd acquired four million
common shares of the company and disposed on 2,240,000 shares of Common Stock of
the company. Meridian Pacific Investments HK Ltd. remains the "control person"
of the Registrant as that term is defined in the Securities Act of 1933, as
amended.
Prior to the issuance of the four million (4,000,000) common shares, the
Company had 2,240,000 shares of common stock and no shares of Preferred Stock
outstanding.
DIRECTORS AND EXECUTIVE OFFICERS
LEGAL PROCEEDINGS
The Company is not aware of any legal proceedings in which any director,
officer, or any owner of record or beneficial owner of more than five percent of
any class of voting securities of the Company, or any affiliate of any such
director, officer, affiliate of the Company, or security holder, is a party
adverse to the Company or has a material interest adverse to the Company.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of the incoming director
and executive officer of the Company, the principal offices and positions with
the Company held by each person. Such person will become a director or
executive officer of the Company effective 10 days after the mailing of this
Information Statement. The executive officers of the Company are elected
annually by the Board. The directors serve one-year terms until their successors
are elected. The executive officers serve terms of one year or until their
death, resignation or removal by the Board. Unless described below, there are no
family relationships among any of the directors and officers.
NAME POSITION
----------------- -----------------------------------------------
John R. Kennerley Chairman and Director
Born in Britain, John is 63 years of age and managed
several businesses in the UK and the USA before moving
to Australia.
John is an independent director and not engaged in the
day to day business of the company.
Graham J. Bristow President, Chief Executive Officer and Director
Born 07/02/1947, Hastings, New Zealand, resides in
Noosa Heads, Queensland, Australia and is a dual New
Zealand/Australian citizen. Has been involved in
business in Indonesia for 15 years and was a director
of PT Indoexchange Tbk until June 2004.
Bob Bratadjaja Secretary, Treasurer and Director.
He is an Indonesian national and is Corporate Secretary
of PT Island Concepts Indonesia Tbk.
Joseph Anthony Joyce Director
Born February 1947, Mr. Joyce is a dual New Zealand and
British citizen, and resides in Sydney, Australia and
is a businessman engaged in the technology sector.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than ten
percent shareholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.
To the Company's knowledge, none of the officers, directors or shareholders
of the Company was delinquent in any necessary filings under Section 16(a).
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
EXECUTIVE OFFICERS AND DIRECTORS
The Company currently does not pay any cash salaries to any officers or
directors.
SUMMARY COMPENSATION
The Summary Compensation Table shows no compensation information for services
rendered in all capacities for the fiscal year ended December 31, 2004. Other
than as set forth herein, no executive officer's salary and bonus exceeded
$100,000 in any of the applicable years. There was no compensation to any of the
officers or directors including the dollar value of base salaries, bonus awards,
the number of stock options granted or certain other compensation, was paid or
deferred.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this Information Statement to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: April 7, 2005 ISLAND RESIDENCES CLUB, INC.
By: /s/ Graham J. Bristow
---------------------------------
Director, President and CEO