U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 May 3, 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").
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 in
total consideration of $ 10,040,000, for the transfer of four million
shares of PT Island Concepts Indonesia Tbk valued @ $0.01 per share and
four million rights valued at $2.50 per right. The rights are issued as
stay entitlements in the Bali Island Villas in Seminyak, Bali. There is a
minimum of 1,000 rights required to be owned for a period of more than one
year that entitles the owner of the rights to 10 nights stay valued at $250
per night. These Villas have been developed by and are operated by, PT
Island Concepts Indonesia Tbk for The Island Residences Club. There was no
cash consideration paid to the company.
(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. The Shares were
gifted by Meridian Pacific Investments HK Ltd to the holders.They are
exempt under Section 5 of the Securities Act of 1934 because the Hong Kong
and Indonesian Exchanges are not regulated by, nor under the jurisdiction
of, the United States.
(6) Island Residence Club ownership of the four million shares of PT Island
Concepts Indonesia Tbk constitutes less than 5% of the issued shares.
(7) Meridian Pacific is a business development company that makes capital
investments into companies in various stages of development.
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 May 3, 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 April 29, 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
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Common Stock Meridian Pacific Investments HK Ltd. (3) 6,240,000 100%
P.O. Box 1947, Noosa Heads
Queensland 4567, Australia
Common Stock All Officers and Directors as a Group(3) 6,240,000 100%
(4 persons)
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<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. It owns 4,000,000 shares for its own account and
2,240,000 share on behalf of 525 beneficial holders.
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.
Subsequently, 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.
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
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John R. Kennerley Chairman and Director
Born September 1939, John is an Australian and European
Passport Holder. He lives in the Sydney, Australia with
is wife Australian Television Host Kerri-Anne
Kennerley.
He was involved early in his career with Grand Prix
racing and world championship winner Sterling Moss. He
was a member of the Board of the Directors of Vernon
Pools and in 1977 negotiated with the New York State
Lottery to introduce Lotto into the State of New York.
He was President of Games Management, Inc the operating
company of the New York Lotto.
After the sale of Vernon Pools, he relocated to
Australia and became a director of Fulfillment
Australia Ltd before it was sold to TNT Group and
Vusion Pacific Pty Ltd that was involved in the
manufacturing and distribution of electronic sign
boards.
In 1999 he became Chairman of Meridian Pacific Capital
Pty Ltd a related company to Meridian Pacific
Investments HK Ltd a rovider of venture capital.
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 in July, 1947, in Hastings, New Zealand, he
resides in Noosa Heads, Queensland, Australia and is a
dual New Zealand and Australian citizen.
Graham moved to Australia in 1992 after a career in the
Telecommunications and Transport Industries. He became
joint Managing Director and founding shareholder of
Omni Telecommunications, Ltd in Melbourne Australia,
taking the Company public on the ASX via a reverse
merger with Henry B. Smith Ltd.
He resigned in 1996 to form an Internet Start-Up
LibertyOne Ltd, taking the company public on the ASX in
1998. Graham was a Managing Director and major
shareholder, relocating to California in 1999 to
establish a North American subsidiary of the company.
In 2000, upon leaving LibertyOne Ltd, he formed
Meridian Pacific Capital Pte Ltd to invest in Asian
companies. He was a director of the Indonesian listed
company PT Indoexchange Tbk from 2002 until June 2004
and invested in PT Island Concepts Indonesia Tbk in
2002, a villa development and management Company
located on the Island of Bali.
Graham is an officer and director of the company,
actively involved in the day to day operations.
Bob Bratadjaja Secretary, Treasurer and Director.
Bob was born in Central Java, Indonesia, is 40 years of
age and married with two children.
He obtained a law degree from the University of Jakarta
and Worked within the capital markets as a corporate
lawyer.
He joined PT Courts Indonesia, a Club concept retailer
in 2000 and successfully took the company public on the
Jakarta and Surabaya Stock Exchange in 2003. Bob was
Corporate Secretary of Courts.
Bob Bratadjava joined PT Island Concepts Indonesia Tbk
in mid 2004 as Corporate Secretary and as head of due
diligence Committee in preparation of the company going
public on the Surabaya Stock Exchange.
He recently joined the board of Island Residence Club,
Inc and was appointed as Treasurer and Corporate
Secretary.
Joseph Anthony Joyce Director
Born February 1947, Liverpool, UK. Joe is a New Zealand
and EU passportholder. He lives in Sydney, Australia
with his wife Anne who is CEO of the Australian
Government Telecommunications Regulating Organization.
Joe Joyce obtained a MBA from the University of
Auckland, New Zealand before leaving for Australia and
joining LibertyOne, an Australian listed Internet
Start-up company in 1997 as its General Manager for New
Technology Development being largely Engaged in
Educational, Interactive Video, Web Casting business
development. He was responsible for due diligence and
research and development activities.
He left to start Maestro Business Systems Pty Ltd, a
developer, systems integrator and marketer of
specialist employment and event management software
solutions. Joe is founding and majority shareholder and
Chairman & CEO of the company which is successful in
it's field both in Australia and overseas. He opened a
Hong Kong operation and became a Fellow of the Hong
Kong Institute of Directors in 1999.
He remains with Maestro Business Systems and joined the
board of Island Residence Club, inc in 2004 as an
independent director.
The registrant does not have a standing audit, nominating and compensation
committees of the Board of Directors, or committees performing similar
functions. The basis for the view of the board of directors that it is
appropriate for the registrant not to have such a committee is that the company
had not commenced business for the period ended December 31, 2004. The company
intends to form the standing committees and identify each director who
participates in the consideration of director nominees within the first ninety
days of its operations. The nominating committee does not have a charter at this
time.
The company has nominated John Joyce and John Kennerley as it's independent
directors. The consideration of these Directors was recommended by the sole
security holder. It is was the opinion of the Sole Security Holder that these
Directors have significant international business experience that would benefit
the company. The Company had the written consent and approval of the Sole
Shareholder in the appointment of the directors.
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
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 other compensation, 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: May 6, 2005 ISLAND RESIDENCES CLUB, INC.
By: /s/ Graham J. Bristow
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Director, President and CEO
Exhibit A
May 6, 2005
Daniel F. Duchovny
Attorney-Advisor
Office of Mergers and Acquisitions
Securities Exchange Commission
RE: Island Residence Club, Inc
Dear Mr Duchovny:
This letter is in response to your comments in a letter dated April 14, 2005.
Please be advised that we have amended the filing as follows:
1. The mailing and filing date are now the same, as of May 6, 2005.
2. We have clarified the events in Item 4.
3. We have provided supplemental information in Items (4) and (5).
4. We have revised the table to reflect the ownership as of May 6, 2005
5. We have provided further information on the officers and directors.
6. We have provided additional information required by Item 7.
7. We agree with your comments and intend to disseminate the amended
Schedule 14F-1, in response to these comments, by electronic mail and
first class mail to the security holders on May 6, 2005.
Island Residences Club, Inc hereby acknowledges that:
1. The Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
2. Staff comments or changes to disclosure in response to staff comments
in the filings; reviewed by the staff do not foreclose the Commission
from taking any action with respect to the filing and;
3. The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any other person under the
Federal Securities Laws of the United States.
Sincerely,
ISLAND RESIDENCES CLUB, INC.
By: /s/ Graham J. Bristow
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Director, President and CEO