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) ~~June~~October 212, 2005

CCI Group, Inc.

(Exact name of Registrant as specified in charter)

Utah 333-40954 87-0648148

(State or other jurisdiction (Commission (I.R.S. Employer

of incorporation) File Number) Identification No.)

405 Park Avenue, 10^th Floor, New York, New York 10022

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: 212-421-1400.

(Former name or former address, if changed, since last report)

~~Item~~ITEM 15.0103. ~~Entry~~Amendment to Articles of aIncorporation, ~~Material~~By-Laws, ~~Definitive~~and ~~Agreement~~Change of Fiscal Year.

On ~~June~~October 212, 2005, we ~~entered~~filed ~~into~~ a ~~Stock~~Certificate ~~Purchase~~of ~~Agreement~~Amendment ~~with~~to anArticles ~~unaffiliated~~of ~~third~~Incorporation ~~party~~with ~~to acquire all~~ the ~~issued~~Secretary ~~and~~of ~~outstanding~~State ~~shares~~ of ~~two~~Utah. ~~companies~~The ~~which,~~Certificate ~~through~~of aAmendment ~~subsidiary~~designates ~~wholly owned by the two entities, own and operate~~ a ~~resort~~class ~~located~~of inpreferred ~~Antigua,~~stock ~~West~~called ~~Indies,~~Series ~~known as the St. James Club~~B, ~~Antigua.~~Non ~~The purchase price for the transaction is $31~~Voting,~~000,000,~~ ofConvertible ~~which~~Preferred ~~$27~~Stock,~~000,000~~ ~~is payable at closing~~ and ~~the~~sets ~~balance~~forth ~~is payable under a promissory note in favor of~~ the ~~seller. The five year note will bear interest at the rate of 7% per annum~~rights, ~~and~~privileges ~~principal~~ and ~~interest~~preferences ~~will~~of ~~be payable monthly throughout~~ the ~~term~~Series ~~based~~A onPreferred ~~a five year amortization~~Stock. The ~~note~~authorized ~~will~~number beof ~~secured~~shares byof ~~a second mortgage on~~ the ~~resort.~~Series WeB ~~have~~Preferred ~~placed~~Stock ~~$250~~is 1,000,000 inor ~~escrow~~such ~~which~~lesser ~~will~~amount beas ~~applied~~determined ~~towards~~by the ~~total~~Company’s ~~purchase~~Board ~~price~~of ~~at closing~~Directors. WeThe ~~will~~Certificate ~~forfeit our deposit if we fail to close the transaction on the closing date~~ of ~~June~~Amendment ~~31,~~was ~~2005.~~approved Weby ~~also agreed to purchase outstanding timeshare receivables of~~ the ~~seller~~Company’s atBoard ~~a rate~~ of ~~90% of the amount due at closing~~Directors. ~~We believe this amount to be approximately $3,000,000.~~

InThe ~~order~~following tosummarizes ~~acquire~~ the ~~resort,~~features ~~we will be required to obtain third party financing for the amounts due under the agreement. We have negotiated or are currently negotiating various aspects~~ of the ~~required~~Series ~~financing~~B ~~with~~Preferred a number of lenders and a broker dealer. We have received a formal commitment from one lender to finance a substantial portion of the acquisition price based on the value of the acquired assets, excluding the timeshare receivables, and an informal commitment from a second lender to finance the timeshare receivables. If we are successful in obtaining suitable financing, we expect that one lender will receive a first lien on the acquired assets, among other considerations, and the receivables lender will receive a first lien on the timeshare receivables. We have not entered into formal loan agreements with either lender. We also will be required to obtain other financing in the approximate amount of $7,000,000 to complete the transaction. This financing may be in the form of the private placement of our debt or equity securities. Any such securities offered will not be registered under the Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. We have not entered into a formal placement agreement with any broker dealer to raise these funds. Stock:

St. James Club, Antigua is a multi-faceted luxury resort situated on approximately 37 acres on the tip of a private peninsula in south east Antigua. The resort is a premier resort destination in Antigua. The resort peninsula fronts both the tranquil Mamoro Bay Beach and the reef protected Coco Beach on the Atlantic Ocean. Resort accommodations consist of:*

oStated Value: The stated value of each share of the Series B Preferred Stock is $25.00.

~~The original 112 room hotel including 12 bay suites,~~*

oOrdinary Dividends: Dividends accrue on the Series B Preferred Stock at the rate of 5% of the stated value per annum, and are payable semi-annually on each September 1 and February 1, commencing February 1, 2006. The record date, for purposes of calculating Series B Preferred Stock dividends, is the close of business the day prior to the payment due date. Payment of dividends on the Series B Preferred Stock are junior to the payment of dividends on the Series A Preferred Stock (See description of Series A Preferred Stock below).

~~The Beach Club with 72 rooms that was completed in 2000~~*

oSpecial Dividend. A special, one-time dividend is payable equal to 1.25% of the Stated Value.

The St. James Club Village consisting of a total of 72 two and three bedroom villas, 25 of which are owned by the resort and 22 of which are participants in the resort’s St. James Vacation Club, a time share program. *

~~The~~Conversion ~~resort~~and ~~complex~~Other ~~also~~Rights: ~~includes~~Each ashare ~~gaming~~of ~~casino,~~the 4Series ~~restaurants,~~B 5Preferred ~~lounges,~~Stock 4is ~~swimming~~convertible ~~pools,~~into 650 ~~tennis~~shares ~~courts,~~of ~~fitness~~our ~~center,~~common ~~retail~~stock ~~shops,~~at ~~water~~the ~~sports~~option ~~facility~~of the holder at any time, ~~and~~or aat ~~full~~our ~~service~~option ~~yacht~~at ~~club~~any ~~with~~time ~~marina~~after 1 year from the issuance date, ~~facilities~~if during such period the average closing price of our common stock as traded on our primary securities market is greater than $1.00 per share during any 10 consecutive day period. The Series B Preferred Stock has no voting rights, and ~~resort~~there ~~deep~~is ~~sea~~no ~~fishing~~sinking ~~boat~~fund for redemption of the Series B Preferred Stock.

Room rates at the resort range from $250 to $750 depending on the type of accommodation and season. Guests can opt in to an all inclusive meal package at the rate of $110 per person. Resort occupancy was approximately 73% in 2004. In addition to guest accommodations, the resort sells time share packages to the villas located in the St. James Club Village. The resort also manages time share villas for a monthly fee. *

~~The~~Voluntary ~~referenced~~Redemption: Subject ~~Stock~~to ~~Purchase~~the ~~Agreement~~conversion isrights ~~attached~~of ~~hereto~~the asholders, anand ~~exhibit~~further subject to ~~this~~the ~~Form~~prior ~~8-K,~~rights ~~and~~of ~~any~~the ~~statements~~Series ~~contained~~A ~~herein~~Preferred ~~regarding~~Stock, we may redeem the ~~agreement~~Series isB ~~qualified~~Preferred Stock, in ~~its~~whole ~~entirety~~or byin part, with 30 days prior written notice to the ~~terms~~holders, at a price equal to 106% of the ~~agreement~~stated value.

~~Item 9.01 Financial Statements and Exhibits.~~*

~~Exhibit~~Liquidation 10Rights.19 In case of our voluntary or involuntary liquidation, dissolution or winding up, holders of shares of the Series B Preferred Stock ~~Purchase~~are ~~Agreement~~entitled ~~dated~~to ~~June~~receive, 2after the payment of our outstanding liabilities, the ~~2005~~liquidation byprice of $25.00 per share, plus an amount equal to any accrued and ~~between~~unpaid ~~Robert~~dividends ~~Allen~~to ~~Barrett~~the payment date, before any payment or distribution is made to the holders of the Common Stock or any other series or class of our stock hereafter issued which ranks junior as to liquidation rights to the Series A Preferred Stock. The holders of the Series B Preferred Stock will not be entitled to receive the liquidation price of such shares until the liquidation price of any other series or class of our stock hereafter issued which ranks senior as to the liquidation rights to the Series B Preferred Stock ("senior liquidation stock") has been paid in full. The Series A Preferred Stock is senior to the Series B Preferred Stock, and ~~CCI~~thus ~~Group~~is senior liquidation stock. No such senior liquidation stock (other than the Series A Preferred Stock) shall be issued without the approval of holders of a majority of the Series B Preferred Stock. After payment in full of the liquidation price of the shares of the Series B Preferred Stock, ~~Inc~~the holders of such shares will not be entitled to any further participation in any distribution of our assets. Our consolidation or merger with another corporation, nor a sale or transfer of all or part of our assets for cash, securities or other property will be considered an event of liquidation, dissolution or winding up.

The Certificate of Amendment is attached as an exhibit hereto, and the above description is qualified in its entirety by the terms and provisions therein.

In addition, we granted the holders of the Series B Preferred Stock “piggy back” registration rights with respect to any registration statement filed pursuant to the Securities Act of 1933, as amended (“Act”) with the Securities and Exchange Commission under Form S-1, Form S-2, or Form SB-2. The registration rights relate to the common stock issuable upon conversion, however, are subject to the approval of any lender who provides financing to us. In addition, we will not be obligated to include such shares in a registration statement if the holder is eligible to resell such securities pursuant to Rule 144 under the Act. Although the common stock may be registered with the Securities and Exchange Commission, the ability of each subscriber to resell the common stock will be subject to the market liquidity for our common stock, and the "blue sky" requirements of the respective state or states

ITEM 9.01. Financial Statements and Exhibits.

Exhibit No.

Document

10.21

Certificate of Amendment to Articles of Incorporation regarding the

Series A Preferred Stock dated October 12, 2005.

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 thereunto duly authorized.

CCI Group, Inc.

Date: ~~June~~October 817, 2005

/s/ ~~Mark~~Fred CW. ~~Casolo~~Jackson, Jr.

~~Mark~~Fred CW. ~~Casolo~~Jackson, Jr.

~~Chairman~~President

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