UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 21, 2005
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Island Residences Club, Inc._
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(Exact name of registrant as specified in its charter)
DE 000-49978 20-2443790
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1769-203 Jamestown Road, Williamsburg, VA 23185
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (757) 927-6848
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Item 2.01 Completion of Acquisition or Disposition of Assets
On November 17, 2005, the company entered into a Share Exchange Agreement with
Angela Whichard, Inc. ("AWI"), whereby the company will exchange 1,600,000
shares of its common stock, $.001 par value, for 400,000 restricted shares of
common stock of Grand Sierra Resorts Corp., a Nevada Corp., owned by AWI. AWI
has contracted to purchase up to 51% of the outstanding common stock of Grand
Sierra Resorts. In connection with this agreement, AWI also granted the company
the right to purchase up to 51% of the total outstanding shares of Grand Sierra
Resorts. This option is subject to the execution of material definitive
agreement(s) and expires on December 1, 2005.
On November 16, 2005, the company entered into a Share Purchase Agreement with
Meridian Pacific Investments ("Meridian"), whereby the company will purchase
20.25 million shares and a warrant to purchase 24.25 million shares of PT Island
Concepts Indonesia ("ICON") (collectively, the "Shares"). In exchange for the
Shares, the company agreed to issue Meridian 6,000,000 shares of its restricted
common stock. Meridian is considered an affiliate of the company as it owns more
than 10% of the outstanding common stock and is controlled by Graham Bristow,
who is also the CEO of Island Residences Club.
Item 3.02 Unregistered Sales of Equity Securities
On October 28, 2005, our board of directors approved the issuance of an
aggregate of 560,000 shares of common stock, $.001 par value, to two consultants
of the company. Further, the company authorized the issuance of 12,000 shares to
James Rowbotham, the Company's Chief Operating Officer and Vice
President-Operations for services rendered. The securities issued in the
foregoing transaction were offered and sold in reliance upon exemptions from the
Securities Act of 1933 set forth in Section 4(2) of the Securities Act, and any
regulations promulgated there under, relating to sales by an issuer not
involving any public offering. No underwriters were involved in the foregoing
sale of securities. All shares are to be issued with a Rule 144 restrictive
legend.
Please see the disclosures in Item 1.01 and Item 2.01 above. The shares of
Island Residences Club to be issued to AWI and Meridian, respectively, will be
issued in reliance upon exemptions from the Securities Act of 1933 set forth in
Section 4(2) of the Securities Act, and any regulations promulgated there under,
relating to sales by an issuer not involving any public offering. No
underwriters were involved in the foregoing sales of securities. All shares are
to be issued with a Rule 144 restrictive legend.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
In connection with comments from the Securities and Exchange Commission (the
"Commission"), our board of directors concluded on October 21, 2005 that our
previously issued financial statements included in our Form 10-KSB for the year
ended December 31, 2004 and Form 10-QSB for the quarter ended March 31, 2005
should no longer be relied upon. The facts underlying these conclusions are as
follows:
- - The company did not include audited financial statements its Form
10-KSB for the year ended December 31, 2004 in reliance upon classification
of the Company as an "inactive entity" under Rule 3-11 of Regulation S-X.
Since the Company issued common stock during this period, this
classification is inapplicable and the Company must provide audited
financial statements in this report.
- - In the Form 10-QSB for the quarter ended March 31, 2005, the financial
statements filed were not reviewed by the independent auditor of the
Company.
- - In the Form 10-QSB for the quarter ended March 31, 2005, we failed to
provide disclosures relating to the Company's classification as a
development stage company under paragraph (11) of SFAS 7.
- - In the Form 10-QSB for the quarter ended March 31, 2005, we failed to
apply the accounting treatment required for investment in a related party
in relation to our acquisition of shares and vacation interest rights of PT
Island Concepts Indonesia.
At this time, the company is unable to clarify the accounts that will be
impacted or quantify the amount of the restatement. Our chief executive officer
has discussed the foregoing with Kabani & Co. CPA's, our independent auditors.
The company intends to file an amended Form 10-KSB for the year ended December
31, 2004 and Form 10-QSB for the quarter ended March 31, 2005 with the SEC via
the Edgar filing system to address these issues. The company anticipates
completing these filings by January 31, 2006.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Share Exchange Agreement with Angela Whichard, Inc. (filed with the
Form 8-K on November 23, 2005 and incorporated herein by reference).
10.2 Share Purchase Agreement with Meridian Pacific Investments (filed
with the Form 8-K on November 23, 2005 and incorporated herein by reference).
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.
Date: January 9, 2006
(Registrant): Island Residences Club, Inc.
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(Signature): /s/ Graham Bristow
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Graham Bristow, Chief Executive Officer