UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
AMENDMENT NO. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2005
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-49978
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Island Residences Club, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 20-2443790
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
1769-203 Jamestown Rd, Williamsburg, Va 23185
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(Address of principal executive offices) (Zip Code)
(757) 927-6848
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(Registrant's telephone number, including area code)
P.O. Box 1947, Noosa Heads, Queensland, Australia C34567 (61-7) 5474-0492
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Outstanding at August 1, 2005
Common Stock, par value $0.0001 - 6,240,000
Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Registrant required to be filed with this
10-QSB Quarterly Report were prepared by management and commence on the
following page, together with related Notes. In the opinion of management, the
Financial Statements fairly present the financial condition of the Registrant.
Island Residences Club, Inc.
(A Development Stage Company)
As of March 31, 2005
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 40,224
Vacation Interest Rights 10,000,000
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TOTAL CURRENT ASSETS $ 10,040,224
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OTHER ASSETS
Prepaid Expenses $ 320
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TOTAL OTHER ASSETS $ 320
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TOTAL ASSETS $ 10,040,544
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LIABILITIES and STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 18,594
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TOTAL LIABILITIES $ 18,594
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STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value; 20,000,000 shares
authorized, 0 shares issued and outstanding $ --
Common stock, $0.0001 par value; 100,000,000 shares
authorized; 6,240,000 shares issued and outstanding $ 624
Additional paid-in capital $ 10,040,000
Accumulated deficit during development stage $ (18,674)
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TOTAL STOCKHOLDERS' EQUITY $ 10,021,950
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 10,040,544
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<FN>
The accompanying notes are an integral part of financial statements.
Island Residences Club, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
Three Months Three Months
Ended Ended
March 31, 2005 March 31,2004
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Income $ -- $ --
Expenses
Organization expense 12,275 124
General and administrative 6,319 100
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Total expenses 18,594 224
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NET LOSS $ (18,594) $ (224)
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See accompanying notes to financial statements
Island Residences Club, Inc.
Statements of Cash Flows
Unaudited
Three Months Three Months
Ended Ended
March 31, March 31,
2005 2004
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CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (18,594) $ (224)
Adjustment to reconcile net
loss to net cash provided by
operational activities:
Issue of common stock for
services rendered -- 124
Issuance of stock to convert
debt to equity -- 100
Accounts Payable 18,594
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Net cash used in operating
activities -0- --
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CASH FLOWS FROM INVESTING
ACTIVITIES
-0- --
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CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of
common stock 40,224 --
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Net cash provided by
financing activities 40,224 --
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INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 40,224 --
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD -0- --
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CASH AND CASH EQUIVALENTS
END OF PERIOD $ 40,224 $ --
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SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Additional Paid in capital $ 10,040,000
Investment in shares ($ 40,000)
Investment in Vacation Interest Rights ($ 10,000,000)
See accompanying notes to financial statements
Island Residences Club, Inc.
(A Development Stage Company)
Notes To Financial Statements
For the Period Ended March 31, 2005
(Unaudited)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Island Residences Club, Inc, formerly Island Investments, Inc., formerly Hengest
Investments, Inc (a development stage company)("the Company") was incorporated
in the State of Delaware on July 16,2002 to serve as a vehicle to effect a
merger, exchange of capital stock, asset acquisition or other business
combination with a domestic or foreign private business.
On March 17, 2005, the Company began business operations, and all activity prior
to that date relates to the Company's formation and proposed fund raising.
The Company's fiscal year end is May 31.
B. Basis of Presentation
The accompanying unaudited financial statements have been prepared by the
Company in accordance with generally accepted accounting principles in the
United States and pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements, prepared in accordance with generally accepted
accounting principles, have been condensed or omitted pursuant to such rules and
regulations. The Company believes that the disclosures in these financial
statements are adequate and not misleading.
In the opinion of management, the unaudited financial statements contain all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the Company's financial position, results of operations and
cash flows. Operating results for the quarter ended March 31, 2005 are not
necessarily indicative of the results for any future period.
C. Going Concern
The accompanying financial statements have been prepared in conformity with the
U.S. generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. However, the Company was only recently formed,
has incurred losses since its inception and has not yet been successful in
establishing profitable operations. These factors raise substantial doubt about
the ability of the Company to continue as a going concern.
In this regard, management is proposing to raise any necessary additional funds
to meet its ongoing expenses through shareholder loans or private placement of
its equity securities. There is no assurance that the Company will be successful
in raising this additional capital. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
D. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.
E. Income Taxes
The Company accounts for income taxes under the Financial Accounting Standards
Board of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("Statement 109"). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date. There were no current or deferred income tax expense or benefits due to
the Company having any material operations for the period ending Macrh 31, 2005.
NOTE 2. STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred stock at
$.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of Directors. As
of March 31, 2005, no preferred stock has been issued.
B. Common Stock
The Company is authorized to issue 100,000,000 shares of common stock at $.0001
par value.
On July 17, 2002 the Company issued 1,240,000 shares of its $.0001 par value
common stock to the founder of the Company for services of $124. The shares were
deemed to have been issued pursuant to an exemption provided by Section 4(2) of
the Act, which exempts from registration "transactions by an issuer not
involving any public offering."
On December 31, 2003 the Company issued an officer of the Company 1,000,000
shares of its $.0001 par value common stock for conversion of debt to equity of
$100. The shares were deemed to have been issued pursuant to an exemption
provided by Section 4(2) of the Act, which exempts from registration
"transactions by an issuer not involving any public offering."
On March 17, 2005 the company issued 4,000,000 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.
Island Residences Club, Inc ("IRCI"), Meridian Pacific Investments ("Meridian")
and PT Island Concepts, Indonesia Tbk ("Island Concepts") are related parties
with common ownership and officers before and after the transaction.
Specifically in respect to the following: IRCI is a Delaware Corporation that is
publicly reporting but is not publicly trading. Meridian is a Hong Kong company
that is privately owned. Island Concepts (www.islandconcepts.com) is an
Indonesian Company that is publicly trading on the Surabaya Stock Exchange in
Indonesia under the symbol ("ICON"). Graham Bristow is an officer and director
in all three companies. Graham Bristow, through direct and indirect ownership,
owns 100% of Meridian and approximately 80% of Island Concepts and 70% of IRCI.
The investment in Island Concept vacation rights was treated as a purchase for
accounting purposes, based on a market price of a one night stay in one of the
Island Concepts Bali Villa (www.islandvillasbali.com) of $250 per night. There
are 100 vacation rights, at $2.50 per right, required for a one night stay in
one Island Villa in Bali.
The investment by IRCI in PT Island Concepts Indonesia Tbk shares was treated as
a purchase, for accounting purposes, based on the market price of the publicly
trading shares of PT Island Concepts Indonesia Tbk.
C. Warrant and Options
There are no warrants or options outstanding to issue any additional shares of
common stock.
D. Subsequent Events
Not applicable
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the Notes thereto
appearing elsewhere herein.
Results of Operations - Inception (July 16, 2002) through March 31, 2005
The Company is considered to be in the development stage as defined in Statement
of Financial Accounting Standards No. 7. There have been no operations since
inception until March 17, 2005. The company commenced limited operations for the
period March 17,2005 through March 31, 2005.
The operations of Island Residences Clubs, Inc will include marketing and
selling the vacation stay entitlement rights in the form of vacation points
("Vacation Rights") 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, PT Island Concepts Indonesia Tbk is working with the
company to (i) acquire, develop and operate other vacation ownership resorts,
(ii) providing financing to individual purchasers of Vacation Rights and (iii)
providing resort management and maintenance services to vacation ownership
resorts.
The Company recorded the acquisition cost of the vacation points ("Vacation
Rights") within the caption "Vacation Interest Rights", which also include all
costs associated to the acquisition of the stay entitlement at the Bali Island
Villas, Seminyak, Bali. The Vacation Interest Rights will be allocated to cost
of sales when the Company starts its commercial activities.
Liquidity and Capital Resources
The Company has $40,224 in cash and cash equivalents as of March 31, 2005.
Our plan for meeting our liquidity needs may be affected by, but not limited to,
the following: demand for our product, our ability to enter into financing
agreements, the threat and/or effects on the travel and leisure industry of
future terrorist attacks and limitations on our ability to conduct marketing
activities, and other factors.
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and
the like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates
contained herein. Factors which could cause actual results to differ
materially include, among others, unanticipated delays or difficulties in
location of a suitable business acquisition candidate, unanticipated or
unexpected costs and expenses, competition and changes in market conditions,
lack of adequate management personnel and the like. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially form those anticipated,
estimated or projected. The Company cautions again placing undue reliance on
forward-looking statements all of that speak only as of the date made.
Item 3. Controls and Procedures.
The Company maintains a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures included in this report, as well as to safeguard assets from
unauthorized use or disposition. As of March 31, 2005, the Company's Chief
Executive Officer and principal financial officerave evaluated the effectiveness
of the design and operation of the Company's disclosure controls and procedures
with the assistance and participation of other members of management. Based upon
that evaluation, the Company's Chief Executive Officer and principal financial
officer concluded that the Company's disclosure controls and procedures are
effective for gathering, analyzing and disclosing the information the Company is
required to disclose in the reports it files under the Securities Exchange Act
of 1934 within the time periods specified in the SEC's rules and forms. There
have been no significant changes in the Company's internal controls or in other
factors which could significantly affect internal controls subsequent to the
date the Company carried out its evaluation.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
There are no legal proceedings against the Company and the Company is unaware
of such proceedings contemplated against it.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Description
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Exhibit 31.1. Certification of Principal Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2. Certification of Principal Financial Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Island Residences Club, Inc.
(Registrant)
By: /s/ Graham J. Bristow
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Name: Graham J. Bristow
Title: President
Dated: August 11, 2005.