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 November 30, 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
---------------------------------

Island Residences Club, Inc.
-------------------------------
(Exact name of registrant as specified in its charter)

Delaware 20-2443790
-------- ----------

(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)

1769-203 Jamestown Rd, Williamsburg, VA 23185
--------------------------------------- -----

(Address of principal executive offices) (Zip Code)

(757) 927-6848
--------------

(Registrant's telephone number, including area code)

(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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ] Yes [X] 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 March 24, 2006
Common Stock, par value $0.0001 - 14,662,000

EXPLANATORY NOTE: The Company inadvertently filed the 10QSB for the quarter
ended November 30, 2005 with the financial statements that were not reviewed by
the company's auditor. This amended 10QSB/A1 includes the financial statements
that were reviewed by the company's auditor and other related disclosures.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ISLAND RESIDENCES CLUB, INC.
(FORMERLY ISLAND INVESTMENTS, INC.)
BALANCE SHEET
NOVEMBER 30, 2005
(UNAUDITED)

ASSETS

CURRENT ASSETS:
Cash and cash equivalents $ -
Account receivable - related party 40,500
Marketable securities 1,455,000
--------------

Total assets $ 1,495,500
==============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Account payable $ 109,481
Due to related party 92,495
--------------

Total liabilities 201,976
--------------

STOCKHOLDERS' EQUITY:
Preferred stock, $.0001 par value, 20,000,000 shares authorized;
no shares issued and outstanding -
Common stock, $.0001 par value, 100,000,000 shares authorized;
6,490,000 shares issued and outstanding 649
Additional paid-in capital 42,075
Shares to be issued 226,595
Accumulated comprehensive gain 1,212,500
Prepaid consulting (19,352)
Deficit accumulated (168,943)
--------------

Total stockholders' equity 1,293,524
--------------

Total liabilities and stockholders' equity $ 1,495,500
==============
<FN>
The accompanying notes form an integral part of these unaudited financial statements

ISLAND RESIDENCES CLUB, INC.
(FORMERLY ISLAND INVESTMENTS, INC.)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED NOVEMBER 30, 2005 AND 2004

(Unaudited)

For the Three Month Periods For the Six Month Periods
Ended November 30, Ended November 30,
2005 2004 2005 2004
-------------- -------------- -------------- --------------
Net revenue $ 135,000 $ - $ 135,000 $ -

Cost of revenue 94,500 - 94,500 -
-------------- -------------- -------------- --------------

Gross profit 40,500 - 40,500 -

Selling, general and administrative
expenses 126,946 - 187,971 -
-------------- -------------- -------------- --------------

Loss from operations before other expense
and provision for income taxes (86,446) - (147,471) -

Other expense - - - -
-------------- -------------- -------------- --------------

Loss before provision for income taxes (86,446) - (147,471) -

Provision for income taxes - - - -
-------------- -------------- -------------- --------------

Net loss (86,446) - (147,471) -

Comprehensive gain
Unrealized gain on marketable securities 1,212,500 - - -
-------------- -------------- -------------- --------------

Comprehensive income $ 1,126,054 $ - $ (147,471) $ -
============== ============== ============== ==============

Loss per share - basic and diluted $ (0.01) $ - $ (0.02) $ -
============== ============== ============== ==============

Weighted average number of shares -
basic and diluted 6,283,956 2,240,000 6,261,858 2,240,000
============== ============== ============== ==============
<FN>
The accompanying notes form an integral part of these unaudited financial statements

ISLAND RESIDENCES CLUB, INC.
(FORMERLY ISLAND INVESTMENTS, INC.)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED NOVEMBER 30, 2005 AND 2004
(Unaudited)

2005 2004
-------------- ---------------

Cash flows from operating activities:
Net loss $ (147,471) $ -
Adjustments to reconcile net loss to net
cash used in operating activities:
Issuance of common stock
in exchange for services 2,500 -
Shares to be issued for consulting service 4,743 -
Issuance of common stock
to convert debt to equity - -
Decrease in current assets:
Account receivable (40,500) -
Increase in current liabilities:
Account payable 109,481 -
Due to related party 71,247 -
-------------- ---------------
Total adjustments 147,471 -
-------------- ---------------
Net cash used in operating activities

Net increase (decrease) in cash and cash equivalents - -

CASH AND CASH EQUIVALENTS, BEGINNING - -
-------------- ---------------
CASH AND CASH EQUIVALENTS, ENDING $ - $ -
============== ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ - $ -
============== ===============
Income taxes paid $ - -
============== ===============
<FN>
The accompanying notes form an integral part of these unaudited financial statements

ISLAND RESIDENCES CLUB, INC.
(FORMERLY ISLAND INVESTMENTS, INC.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Organization and Business Operations

Island Residences Club, Inc, formerly Island Investments, Inc., formerly Hengest
Investments, Inc. ("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 June 20, 2005, the board of directors resolved to change the company's fiscal
year end from December 31 to May 31.

During the three months ended November 30, 2005, the Company began to earn
revenue, therefore is no longer a development stage company.

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 November 30, 2005 are not
necessarily indicative of results for any future period.

C. Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an
original maturity of three months or less from the date of purchase that are
readily convertible into cash to be cash equivalents.

D. Use of Estimates

The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

E. Income Taxes

The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting 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 not having any material operations for the period ended November 30,
2005.

F. Basic and diluted net loss per share

Net loss per share is calculated in accordance with Statement of
Financial Accounting Standards 128, Earnings per Share ("SFAS 128"). Basic net
loss per share is based upon the weighted average number of common shares
outstanding. Diluted net loss per share is based on the assumption that all
dilutive convertible shares, stock options and warrants were converted or
exercised. Dilution is computed by applying the treasury stock method. At
November 30, 2005 there were no dilutive convertible shares, stock options or
warrants.

I. Recent Pronouncements

In December 2004, the FASB issued Statement of Financial Accounting Standards
(SFAS) No. 123 (Revised), Share-Based Payment. This standard revises SFAS No.
123, APB Opinion No. 25 and related accounting interpretations, and eliminates
the use of the intrinsic value method for employee stock-based compensation.
SFAS No. 123 requires compensation costs related to share based payment
transactions to be recognized in the financial statements over the period that
an employee provides service in exchange for the award. Currently, the Company
uses the intrinsic value method of APB Opinion No. 25 to value share-based
options granted to employees and board members. This standard requires the
expensing of all share-based compensation, including options, using the fair
value based method. The effective date of this standard for the Company will be
January 1, 2006. Management is currently assessing the impact that this new
standard will have on the Company's financial statements.

In May 2005, the FASB issued SFAS No. 154, entitled Accounting Changes and Error
Corrections-a replacement of APB Opinion No. 20 and FASB Statement No. 3. This
Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement
No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes
the requirements for the accounting for and reporting of a change in accounting
principle. This Statement applies to all voluntary changes in accounting
principle. It also applies to changes required by an accounting pronouncement in
the unusual instance that the pronouncement does not include specific transition
provisions. Opinion 20 previously required that most voluntary changes in
accounting principle be recognized by including in net income of the period of
the change the cumulative effect of changing to the new accounting principle.
This Statement requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. This Statement defines retrospective application as the application of
a different accounting principle to prior accounting periods as if that
principle had always been used or as the adjustment of previously issued
financial statements to reflect a change in the reporting entity. This Statement
also redefines restatement as the revising of previously issued financial
statements to reflect the correction of an error. The adoption of SFAS 154 did
not impact the consolidated financial statements.

In June 2005, the EITF reached consensus on Issue No. 05-6, Determining the
Amortization Period for Leasehold Improvements ("EITF 05-6"). EITF 05-6 provides
guidance on determining the amortization period for leasehold improvements
acquired in a business combination or acquired subsequent to lease inception.
The guidance in EITF 05-6 will be applied prospectively and is effective for
periods beginning after June 29, 2005. EITF 05-6 is not expected to have a
material effect on its consolidated financial position or results of operations.

NOTE 2 - MARKETABLE SECURITIES

The Company's marketable securities are classified as available-for-sale and, as
such, are carried at fair value. All of the securities are comprised of shares
of common stock of the investee. Securities classified as available-for-sale
may be sold in response to changes in interest rates, liquidity needs, and for
other purposes.

The investment in marketable securities represents less than twenty percent
(20%) of the outstanding common stock and stock equivalents of the investee, and
is quoted on the Surabaya Stock Exchange ("ICON") in Indonesia. As such, each
investment is accounted for in accordance with the provisions of SFAS No. 115.

Unrealized holding gains and losses for marketable securities are excluded from
earnings and reported as a separate component of stockholder's equity. Realized
gains and losses for securities classified as available-for-sale are reported in
earnings based upon the adjusted cost of the specific security sold. On
November 30, 2005, the investments have been recorded at $1,455,500 based upon
the fair value of the marketable securities.

Following is a summary of marketable equity securities classified as available
for sale as of November 30, 2005:

Investee Name Cost at Market Value at Accumulated Number of Shares
(Symbol) November 30, 2005 November 30, 2005 Unrealized Gain Held at November 30, 2005
- -------------------------------- ------------------ ------------------ ---------------- -------------------------
Island Concepts Indonesia (ICON) $ 242,500 $ 1,455,000 $ 1,212,500 24,250,000

NOTE 3 - 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
preference as may be determined from time to time by the Board of Directors.

As of November 30, 2005, no preferred stock has been issued.

B. Common stock

During the three months ended November 30, 2005, the Company issued 250,000
shares of common stock for services valued at $2,500, which is the fair value of
the stock at the time of issuance.

C. Shares to be issued

During the three months ended November 30, 2005, the Company recorded $24,095 as
shares to be issued for consulting service provided and for consulting service
to be provided in the future. The shares were value at fair value of the stock
at the time of issuance

During the three months ended November 30, 2005, the Company recorded $202,500
in shares to be issued for marketable securities. Since the marketable
securities were acquired from a related party, the marketable securities were
recorded at the related party's cost to acquire the marketable securities.

D. Prepaid consulting:

During the three months ended November 30, 2005, the Company recorded $20,000
prepaid consulting for common stock issued or to be issued for consulting
service. During the three months ended November 30, 2005, the Company amortized
$648 as an operating expense. The balance of prepaid service at November 30,
2005 is $19,352.

F. Warrant and Options

There are no warrants or options outstanding to issue any additional shares of
common stock or preferred stock of the Company.

NOTE 4 - COMMITMENTS

The Company leased its office space at $400 per month starting on September 1,
2005. This lease will expire on February 28, 2006 and the Company paid the rent
on a month to month basis.

Future commitments under the operating lease for the twelve months ending
November 30, 2006 are $1,200.

Rent expense for the three months and six months ended November 30, 2005 amount
to $1,200 and $1,200, respectively.

NOTE 5 - RELATED PARTY TRANSACTIONS

Due to related party represents expenses paid by related parties on behalf of
the Company, which are non-interest bearing, unsecured, and due on demand. As of
November 30, 2005, the balance due to the related party amounted to $92,495.

During the three months ended November 30, 2005, the Company sold 54,000 rights
amounting $135,000 to Island Concepts.

During the three months ended November 30, 2005, the Company paid $95,000 of
management fee to Island Concepts.

Island Residences Club, Inc ("IRCI"), Meridian Pacific Investments ("Meridian"),
Francis Street PT Limited, and PT Island Concepts, Indonesia Tbk ("Island
Concepts") are related parties through common ownership and officers.

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. Francis Street is an Australian 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, 100% of Francis
Street, and 70% of IRCI.

NOTE 6 - GOING CONCERN CONSIDERATION

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States, which
contemplates the continuation of the Company as a going concern. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern.

The management's plans include the sale of membership in The Island Residences
Club, a vacation rights club initially based in Bali and the possible
acquisition of a suitable business venture to provide the opportunity for the
Company to continue as a going concern. However, there can be no assurance that
management will be successful in this endeavor.

NOTE 7 - SUBSEQUENT EVENTS

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 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 was subject to the execution of definitive agreements and expired on
December 1, 2005. The Company received the shares of Grand Sierra Resorts
subsequently to November 30, 2005; therefore the transaction was not recorded
during the six month period ended November 30, 2005. On February 24, 2006, the
Company entered into a Stock Purchase Agreement with DTLL, Inc., a publicly
traded Minnesota corporation, whereby the Company would purchase 400,000 shares
of DTLL, Inc. in exchange for 400,000 shares of Grand Sierra Resorts
Corporation. DTLL share is quoted at $1.25 per share as of February 24, 2006,
the transaction date.

On February 23, 2006, 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. The transaction resulted in 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.

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.

Plan of Operation

Island Residences Club, Inc. has commenced a sales and marketing campaign to
launch the Island Residences Club concept. Initially properties owned by PT
Island Concepts Indonesia Tbk in Seminyak, Bali; Sydney and Noosa Heads,
Queensland, Australia will be available to members for vacation and/or business
stays. We believe the target market should be the higher income local and
expatriate communities in Asia and Europe. The Company is seeking to acquire
and/or develop properties in the United States and Baja, Mexico to launch the
Club concept in the US and Canada later in 2006. Club Members will enjoy "stays"
at the Island Villas in Bali, a selection of luxury apartments and Villas in
Australia, New Zealand, Thailand, Singapore, USA and Mexico and elsewhere when
available, each and every year. The membership will receive a right each year to
stay at an Island Residences Club property.

PT Island Concepts Indonesia Tbk will construct unique modern Villas on land it
has acquired in Thailand and Mexico. These properties will be modern,
contemporary and yet tropical in design and can be sold with or without a
lease-back option to the Island Residences Club or with a contract to the
company for management and/or sundry letting. The Company will maintain a policy
of keeping its properties in the utmost pristine condition and will sell and
roll-over its inventory within a three to five year time frame. The company will
develop its own properties on both leasehold and freehold land appealing to both
local and foreign customers when time to sell. Over time the Company will
develop into essentially a property trust with the increasing value of its
inventory creating an increasing asset value for the shareholders. The company
will also develop a commercial property portfolio consisting of Luxury Hotels,
Spas and Resorts. These properties will provide the infrastructure to support
Villas and Residences located within or adjacent to the Resorts.

The Company's plans for the next twelve months includes moving forward with next
phase of the Company's business plan. PT Island Concepts Indonesia, on behalf of
the Company, currently has a software and web design team of three persons and a
research team of seven persons developing the Company's websites and back and
front office software systems. This includes but is not limited to the
development of a membership loyalty program, online reservation system and an
in-room information system. This work will be moved to the United States when
staff and expertise become available or are employed. However, the Company will
continue to maintain a research and online concierge service from Bali. These
systems will be for the Company's use and not for resale. The Company does not
intend to seek any specific patents or trademarks but will use a general
copyright to protect the company's property and systems.

The Company intends to invest up to $10,000,000 in 2006 into property and income
producing assets. The Company intends for these funds to come from further
investment from its majority shareholder and/or borrowings secured by property
owned by the Company. There is no guarantee that the Company will be able to
obtain these funds.

The Company intends to hire up to fifteen persons in 2006, predominately for its
Southern California operations, which it has yet to establish.

Results of Operations - For the Three Month and Six Month Periods Ended
November 30, 2005 and 2004

During the three months ended November 30, 2005, the Company began to earn
revenue, therefore it is no longer a development stage company.

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 has generated $135,000 in revenue for the three months ended
November 30, 2005 as compared to $0 for the three months ended November 30,
2004. General and administrative expenses were $126,946 for the three months
ended November 30, 2005 as compared to $0 at the three months ended November 30,
2004. These expenses were the result of the company commencing limited
operations. The company has generated $135,000 in revenue for the six months
ended November 30, 2005 as compared to $0 for the six months ended November 30,
2004. General and administrative expenses were $187,971 for the three months
ended November 30, 2005 as compared to $0 at the three months ended November 30,
2004. These expenses were the result of the company commencing limited
operations.

Liquidity and Capital Resources

The Company had no cash or cash equivalents as of November 30, 2005. At November
30, 2005, the company had current assets of $1,495,000 in the form of marketable
securities in the amount of $1,455,000 and $40,500 in the form of an account
receivable from a related party. As of November 30, 2005, the Company had
$201,976 in current liabilities consisting of $109,481 in the form of an account
payable and $92,495 due to a related party.

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. Further, the Company has limited sources of
revenue. Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern.

On June 20, 2005, the Company entered into an Investment Agreement (the
"Agreement") with Dutchess Private Equities Fund II, LP (the "Investor"). This
Agreement provides that, following notice to the Investor, the Company may put
to the Investor up to $10,000,000 of its common stock for a purchase price equal
to 95% of the lowest closing bid price of its common stock during the five day
period following that notice. The number of shares that the Company is permitted
to put pursuant to the Agreement is either: (A) 200% of the average daily volume
of the common stock for the twenty trading days prior to the applicable put
notice date, multiplied by the average of the three daily closing bid prices
immediately preceding the put date; or (B) $100,000; provided however, that the
put amount can never exceed $1,000,000 with respect to any single put.

In connection with this Agreement, the Company agreed to register the shares
issuable pursuant to the Agreement.

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.

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 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 was subject to the execution of definitive agreements and expired on
December 1, 2005. The Company received the shares of Grand Sierra Resorts
subsequently to November 30, 2005; therefore the transaction was not recorded
during the six month period ended November 30, 2005. Subsequent to November 30,
2005, on February 24, 2006, the Company entered into a Stock Purchase Agreement
with DTLL, Inc., a publicly traded Minnesota corporation, whereby the Company
would purchase 400,000 shares of DTLL, Inc. in exchange for 400,000 shares of
Grand Sierra Resorts Corporation. DTLL shares were quoted at $1.25 per share as
of February 24, 2006, the transaction date.

Subsequent to November 30, 2005, on February 23, 2006, 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. The transaction
resulted in 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.

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 from 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.

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Our chief executive
officer and chief financial officer, carried out an evaluation (as required by
paragraph (b) of Rule 13a-15 or 15d-15) of the effectiveness of the Company's
disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e))
as of the end of the period covered by this report. Based on their evaluation,
our chief executive officer and chief financial officer believe that, given our
limited operations, our disclosure controls and procedures are effective.

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.

Management has taken action to address such deficiencies, including the
engagement of Kabani & Company, CPAs, and will continue its efforts to improve
and strengthen its control processes and procedures.

(b) CHANGES IN INTERNAL CONTROLS. Other than set forth above, there have been
no other 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. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended November 30, 2005, the Company issued 250,000
shares of common stock for services valued at $2,500, which is the fair value of
the stock at the time of issuance. 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 were issued with a Rule 144 restrictive legend.

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.

Subsequent to November 30, 2005, the company issued 2,172,000 common shares,
$.0001 par value to advisors and consultants for services pursuant to advisory
and consultancy agreements. The company also issued 6,000,000 shares, $.0001
par value to Meridian Pacific Investments pursuant to the Share Purchase
Agreement dated November 16, 2005. Meridian is considered an affiliated entity
as it owns more than 10% of the company's common stock and is controlled by
Graham Bristow, CEO of the company. The securities issued in the foregoing
transactions 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 were issued with a Rule 144 restrictive
legend.

Item 6. Exhibits

(a) Exhibits.

Exhibit No. Description
- ----------- -----------

Exhibit 10.1 Share Exchange Agreement with Angela Whichard, Inc. (filed with
Form 8-K on November 23, 2005 and incorporated by reference herein)

Exhibit 10.2 Share Purchase Agreement with Meridian Pacific Investments (filed
with Form 8-K on November 23, 2005 and incorporated by reference
herein)

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
----------------------

Name: Graham J. Bristow
Title: CEO, President

Dated: March 27, 2006.