UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 24, 2006
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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 5.01 AGREEMENT
Effective February 23, 2006, Rotate Black LLC, sold 9.4 million of its 12.4
million shares in DTLL, Inc to Island Residences Club, Inc, Richard Woods and/or
its assignees for One Million Five Hundred ($1,500,000) dollars. As a result of
such transaction, Island Residences Club, Inc, Richard Woods and/or its
assignees, now owns beneficially approximately 70% of the issued and outstanding
shares of our common stock and has obtained control of the Company. As for
officers and directors of DTLL, Inc. after the transfer of control, see Item
5.02 below.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS OF DTLL, INC
In connection with the acquisition described under Item 5.01 above, upon closing
of the transaction, the Board of Directors of DTLL, Inc prior to the
acquisition, John Paulsen and Dhru Desai, as members of the Board of Directors
and officers of DTLL, Inc will appoint Dual Cooper as the new director of DTLI,
Inc and Dhru Desai will resign. The newly constituted Board of Directors
propose to elect Mr. Cooper as President and Chief Executive Officer, and elect
John Paulsen as Chairman of the Board of Directors, Chief Financial Officer and
Secretary.
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: February 24, 2006
(Registrant): Island Residences Club, Inc.
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(Signature): /s/Graham Bristow
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Graham Bristow, Chief Executive Officer