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) April 11, 2006 Island Residences Club, Inc. ------------------------------- (Exact name of registrant as specified in its charter) DE 000-49978 20-2443790 - ---------------------------- ------------- -------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1769-203 Jamestown Road, Williamsburg, VA 23185 --------------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(757)927-6848 ------------ _______________________________________________________________________ (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 1.02. Termination of 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 was to 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 was $1,500,000, represented by cash in the amount of $500,000 and a Secured Note Payable in the amount of $1,000,000 no later than April 10, 2006. On April 11, 2006, the agreement was terminated. IRCI did not purchase any shares pursuant to the terms of the Stock Purchase Agreement between the Company, RotateBlack LLC and Richard Woods. 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: April 21, 2006 (Registrant): Island Residences Club, Inc. ------------------------------- (Signature): /s/Graham Bristow ------------------ Graham Bristow, Chief Executive Officer