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) February 24, 2006 (February
23,2006)
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))
EXPLANATORY NOTE: On February 24, 2006, we reported on Form 8-K our entry into
a stock purchase agreement with RotateBlack LLC for the purchase of 9.4 million
shares of DTLL, Inc. We reported this transaction under Item 5.01 (Changes in
Control of the Registrant) and Item 5.02 (Departure of Directors or Principal
Officer; Election of Directors; Appointment of Principal Officers). However,
there has been no change of control of the company or actions relating to the
departure or appointment of our officers and directors. This amendment is to
report information required for the stock purchase agreement under the correct
item, Item 1.01, Entry into a Material Definitive Agreement.
ITEM 1.01. Entry into a Material Definitive Agreement
On February 23, 2006, Island Residences Club, Inc. (the "Company") and Rich
Woods, an unaffiliated investor, entered into a Stock Purchase Agreement with
RotateBlack LLC, a Michigan limited liability company ("RBL"), whereby the
Company and the investor would purchase 9,400,000 shares of common stock, $.01
par value (the "Shares") of DTLL, Inc., a publicly traded Minnesota corporation
("DTLL"). The allocation of the Shares and the Company's obligation related
thereto will be determined at closing. The Shares represent approximately 70% of
the 13.5 million issued and outstanding common stock of DTLL and a change of
control of DTLL. The purchase price for the shares to be paid at closing is
$1,500,000, represented by cash in the amount of $500,000 and a Secured Note
Payable in the amount of $1,000,000 due no later than April 10, 2006.
On February 24, 2006, the Company also entered into a Stock Purchase Agreement
with DTLL, Inc., whereby the Company would purchase 400,000 shares of DTLL, Inc.
in exchange for 400,000 shares of Grand Sierra Resorts Corporation, owned by the
Company.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Stock Purchase Agreement with RotateBlack, LLC
10.2 Stock Purchase Agreement with DTLL, Inc.
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: March 3, 2006
(Registrant): Island Residences Club, Inc.
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(Signature): /s/Graham Bristow
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Graham Bristow, Chief Executive Officer