8-K

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):  November 9, 2010

ISLAND BREEZE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-53452	27-1742696
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

211 Benigno Blvd, Suite 201, Bellmawr, New Jersey	08031
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(856) 931-1505

N/A

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01              OTHER EVENTS

In our Current Report on Form 8-K filed with the SEC on April 16, 2010, we announced that we had entered into a Joint Venture and Investment Agreement (the “JV Agreement”) and a Securities Purchase Agreement (the “SPA”), with an investor (the “Investor”).  The Investor agreed under these agreements to make a $600,000 equity investment in the Company (the “Stock Purchase”) and, subject to certain conditions, to lend up to an additional $14,400,000 to a newly formed subsidiary of the Company which would acquire and operate an overnight cruise vessel in East Asia.  The first tranche of the loans to the subsidiary is in the amount of $1,400,000 (the “First Tranche Loan”).  We issued a Press Release on August 31, 2010, which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on August 31, 2010, wherein we disclosed that we had received confirmation that the Investor intended to perform its obligations under the JV Agreement and SPA on or before September 30, 2010.

There have been ongoing discussion between the Company and the Investor since the end of September and, on November 9, 2010, the parties amended the SPA and the JV Agreement to establish specific dates by which the Investor will consummate the Stock Purchase and fund the First Tranche Loan. Under the amendment to the SPA, the Investor will fund the $600,000 purchase price with respect to the Stock Purchase as follows: $50,000 on or before November 12, 2010; $50,000 on or before November 19, 2010; $50,000 on or before December 3, 2010; and $450,000 on or before December 15, 2010.  Under the amendment to the JV Agreement, the Investor will fund the $1,400,000 First Tranche Loan on or before December 31, 2010.

Additional information with respect to the SPA and the JV Agreement is contained in the Company’s Current Report on Form 8-K which was filed with the Securities and Exchange Commission on April 22, 2010.

The Company issued a Press Release with respect to this the subject matter presented in this report on November 12, 2010.

Item 9.01              EXHIBITS

         (c) Exhibits

4.13  Form of Amendment of the Joint Venture Agreement between an investor, Island Breeze International, Inc. and Island Breeze International and the Securities Purchase Agreement, between Island Breeze International and an investor, each dated, April 16, 2010.

99.1 Press Release issued November 12, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	ISLAND BREEZE INTERANTIONAL, INC.
Date: November 12, 2010	By:	/s/ Steven G. Weismann
		Steven G. Weismann, Chief Financial Officer

EX-4.13

Exhibit 4.13

AMENDMENT AGREEMENT

This agreement(the “Agreement”) is made as of this 9th day of November, 2010 as and between Island Breeze International, Inc., a Delaware corporation (“IBI”), Island Breeze International, a Cayman Island exempt company (“International”, and collectively with IBI, “Island Breeze”), each with offices at 211 Benigno Blvd., Suite 201, Bellmawr, New Jersey 08031, and  _________________ (the “Investor”) with an office at ___________________.

WHEREAS,  on or about April 16, 2010 [the Investor] executed (i) a Joint Venture Agreement (“JVA”) with Island Breeze and (ii) a Securities Purchase Agreement (“SPA”) with IBI;

WHEREAS, pursuant to the SPA, [Investor] agreed to acquire 1,200,000 shares of IBI’s Common Stock at a price of $0.50 per share, for a total of $600,000 (the “Stock Purchase”);  

WHEREAS, pursuant to the JV Agreement, [Investor] agreed to lend a newly formed subsidiary of International (the “Subsidiary”) $14,400,000 in two tranches; the first tranche to be in the amount of $1,400,000 (the “First Tranche Loan”); and

WHEREAS, the parties wish to establish specific dates by which [Investor] will consummate the Stock Purchase and fund the First Tranche Loan.

NOW, THEREFORE, in consideration of the foregoing, the provisions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.   Except as set forth herein, each party hereby confirms and restates each of its obligations set forth in the JVA and SPA.

2.   [Investor] will fund the $600,000 purchase price with respect to the Stock Purchase as follows:

(i)$50,000 on or before November 12, 2010;

(ii)$50,000 on or before November 19, 2010;

(iii)$50,000 on or before December 3, 2010; and

(iv)$450,000 on or before December 15, 2010.

3.   [Investor] will fund the $1,400,000 First Tranche Loan on or before December 31, 2010.

4.   This Agreement shall not be deemed to amend or alter in any respect the terms and conditions of the SPA or the JVA or the obligations of either party thereunder, or to constitute a waiver or release by either party of any right or remedy whether now in existence or subsequently arising under the SPA or the JVA, except that the payments by [Investor] described in Section 2 hereof will be deemed timely made provided such payments are made on or before the dates set forth in said Section 2.

5.   This Agreement can be signed in counterparts, each one of which will constitute one and the same agreement.

IN WITNESS WHEREOF, each of the undersigned has entered into this Amendment Agreement as of the day and year first above written.

                                ISLAND BREEZE INTERNATIONAL, INC.

By:  

      Name:

      Title:

ISLAND BREEZE INTERNATIONAL

By:                                                                 

      Name:

      Title:

[INVESTOR]

By:                                                                  

      Name:

      Title:

EX-99.1

Exhibit 99.1

Island Breeze International, Inc. and Investor Set Funding Dates

BELLMAWR, NJ--(November 12, 2010) - Island Breeze International, Inc. (OTCBB: IBII), an entertainment cruise development company, has provided an update regarding the Securities Purchase Agreement and Joint Venture and Investment Agreement executed with an Investor on April 15, 2010.   Under these agreements, the Investor agreed to make a $600,000 equity investment in the Company and, subject to certain conditions, to lend up to an additional $14,400,000 to a newly formed subsidiary of the Company which would acquire and operate an overnight cruise vessel in East Asia.  The first tranche of the loans to the subsidiary is in the amount of $1,400,000, which together with the $600,000 equity investment would initially provide the Company with funding of $2,000,000.

We previously disclosed that we had received confirmation that the Investor intended to perform its initial obligations under the agreements on or before the end of September, 2010.   There have been ongoing discussions between the Company and the Investor regarding the timing of the initial $2,000,000 investment. The parties amended their agreements to establish specific dates by which the Investor will fund the initial $2,000,000 investment.  Under the amendment, the Investor will fund (i) the $600,000 equity investment as follows: $50,000 on or before November 12, 2010, $50,000 on or before November 19, 2010, $50,000 on or before December 3, 2010, and the remaining $450,000 on or before December 15, 2010 and (ii) the initial $1,400,000 loan on or before December 31, 2010.

Brad Prader, CEO of Island Breeze International states, “having confirmed dates for our investor’s funding provides the Company with a significant catalyst to move our proposed East Asian launch plans forward.”

Additional information with respect to the Company’s agreements with the Investor  is contained in the Company’s Current Report on Form 8-K which was filed with the Securities and Exchange Commission on April 22, 2010 and the Company’s Current Report on Form 8-K filed on the day of this press release.

ABOUT ISLAND BREEZE INTERNATIONAL, INC.

Island Breeze International, Inc. (OTCBB: IBII) is focused on developing and operating entertainment cruise projects. Island Breeze International is currently evaluating port locations in East Asia for the establishment of its initial operations.  Island Breeze International's corporate website is www.IslandBreezeInternational.comwww.IslandBreezeInternational.com.

FORWARD LOOKING STATEMENTS

The information contained in this news release, other than historical information, consists of forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Such forward-looking statements involve known and unknown risks and uncertainties, including all business uncertainties relating to product development, marketing, market acceptance, future capital requirements, competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected The Company is under no obligation to (and expressly disclaims any such obligation to) update or al ter its forward-looking statements whether as a result of new information, future events or otherwise.

Contact:

Island Breeze International, Inc.

Bradley T. Prader

President & CEO

or

Steven G. Weismann

CFO

Phone: +1-856-931-1505

Email: info@IslandBreezeInternational.com