UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~July~~December 2930, 2004

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 51.01. ~~Other~~Entry ~~Events~~into ~~and~~Material ~~Financial~~Definitive ~~FD Disclosure~~Agreement.

A Effective December 30, 2004, we entered into a Sale of Assets Agreement with unaffiliated third parties to acquire a luxury resort known as the East Winds Inn located on the island of St. Lucia, British West Indies. Under the agreement, we will acquire the resort for a total consideration of $5,700,000. We have deposited $100,000 in escrow which will be applied towards the purchase price. We intend to use funds from the financing arrangement with Laurus ~~Transaction~~Master Fund, Ltd. to finance approximately sixty percent (60%) of the purchase price, and we intend to raise the remaining funds through the private placement of debt or equity securities. We have entered into discussions with an institutional investor to fund the remaining amount due under the acquisition agreement, however, we have not entered into a formal agreement for such funding.

On In ~~July~~addition ~~29, 2004, we entered into and closed a Securities Purchase Agreement and related agreements with Laurus Master Fund, Ltd., a Cayman Island company (Laurus). Under the agreement, we issued~~ to ~~Laurus~~obtaining ~~a convertible term note in~~ the ~~aggregate~~necessary ~~principal~~funding ~~amount~~as ofdescribed ~~$10~~above,~~500,000.~~ ~~The~~the ~~term~~closing of the ~~note~~transaction is ~~three years and bears interest at the rate of prime (as published in the Wall Street Journal) plus two percent,~~ subject to aus ~~minimum~~acquiring ~~rate and adjustments. The funds received from~~ the ~~note,~~necessary ~~less~~governmental apermits ~~$367,500~~and ~~fee payable to Laurus~~licenses, ~~have been placed in a restricted bank account under the sole dominion~~ and ~~control~~other ofnormal ~~Laurus~~closing conditions. ~~Our~~If ~~ability to use~~ the ~~funds~~closing isdoes ~~subject~~not tooccur ~~limitations and restrictions. We intend draw down~~ on the funds in the restricted account to pay for part of the purchase price of resort properties which we expect to acquire in the Caribbean. We may use the funds to pay for up to 60% of the lesser of (i) the total cash paid for an acquired resort property or ~~(ii)~~before ~~of the appraised value of the property~~February, ~~provided that; we are not in default of the agreement~~15, ~~note and related agreements~~2005, ~~Laurus~~ ~~has~~either ~~approved~~party ~~the~~may ~~acquisition~~terminate of the resort property, and we have received an appraisal from an accepted appraiser as to the fair market value of such property, among other terms and conditions, including providing Laurus with a first, priority lien on each property acquired with the note fundsagreement.

~~Interest~~ The ~~accrues~~resort atis ~~the~~considered ~~rates~~a ~~stated~~four ~~above~~star destination, and is situated on ~~the~~approximately ~~principal~~nine ~~amount~~acres of ~~the~~tropical ~~note~~gardens, ~~which~~and ~~includes~~features ~~funds~~a inwhite ~~the~~sand ~~restricted~~beach ~~account. We~~on ~~are~~La ~~required~~Brelotte toBay, ~~make~~one ~~monthly payments~~ of ~~principal~~the ~~and~~most ~~interest,~~protected bays on ~~amounts~~the ~~not~~island. inResort ~~the~~accommodations ~~restricted~~consist ~~account,~~of ~~with~~intimate ~~principal~~cottages ~~payments~~located ~~commencing~~on ~~November~~the 1,lush ~~2004~~grounds. ~~For~~A ~~amounts~~total ~~drawn~~of ~~from~~30 ~~the~~rooms ~~restricted~~are ~~account~~available onfor oruse, ~~prior~~of towhich ~~July~~four ~~29,~~have ~~2005,~~ocean ~~the~~views. ~~principal~~The ~~payments~~remaining ~~will~~rooms beare ~~based on~~ a ~~ten~~short ~~year~~distance ~~amortization~~to ~~schedule~~the ~~and~~beach. ~~for~~The ~~amounts~~resort ~~drawn~~also ~~from~~features ~~the~~a ~~restricted~~free ~~account~~form ~~after~~swimming ~~such~~pool ~~date,~~and ~~the~~swim ~~principal~~up ~~payments~~bar, ~~will~~a besunset ~~based~~bar onat athe ~~five~~edge ~~year~~of ~~amortization~~the ~~schedule.~~beach, Wean ~~have~~open aair ~~right~~thatched tobar ~~prepay~~and ~~all~~clubhouse, ~~amounts~~and ~~drawn~~a ~~down~~gourmet byrestaurant ~~paying~~featuring ~~101%~~a fusion of ~~such~~Caribbean ~~amount~~and inContinental ~~cash~~cuisine. ~~Mandatory~~Room ~~and~~rates ~~optional~~are ~~conversion~~seasonal, ~~rights~~and ~~exist~~range ~~subject~~from to$215 ~~certain conditions. In order for Laurus~~ to ~~exercise~~$435 ~~its~~per ~~conversion~~person ~~rights,~~depending weon ~~have~~accommodations. ~~file,~~Rates ~~with~~are ~~the~~inclusive ~~Securities~~of food and ~~Exchange Commission~~beverages, ~~and~~including ~~maintain~~liquor. anActivities ~~effective~~at ~~registration statement covering~~ the ~~common~~resort ~~stock~~include tonature bewalks, ~~received~~Island bytours, ~~Laurus~~snorkeling, ~~upon~~water ~~conversion~~skiing ~~(as~~and ~~well as~~ other ~~common~~water ~~stock~~related ~~that~~activities. ~~may~~Golf bealso ~~issued~~is toavailable ~~Laurus~~at asa ~~described~~nearby ~~below)~~course.

~~In connection with the agreement and term note, we issued Laurus stock options and stock purchase warrants to acquire our common stock.~~ The ~~stock~~description ~~option agreement enables Laurus to acquire 20%~~ of ~~our issued and outstanding shares of common stock, fully diluted as of~~ the ~~date~~transaction of the closing. The option is exercisable during a 10 year term, and the exercise price is $0.0036 per share. The stock purchase warrant grants Laurus the right to acquire 807,692 shares of our common stock during a seven year term. The exercise prices of the warrant are $2.26, $2.40, and $2.74, respectively, each for one third of our common shares covered under the warrant. On or before August 29, 2004, we are required to file a registration statement with ~~the~~concerning ~~Securities and Exchange Commission (Commission) covering~~ the ~~common~~acquisition ~~stock issuable upon conversion~~ of ~~amounts due under~~ the ~~note,~~East asWinds ~~described~~Inn ~~above,~~is ~~as well as the our common shares issuable upon exercise of the stock options and the stock purchase warrants described above.~~qualified ~~The~~in ~~total~~its ~~number~~entirety ~~of our common shares to be received~~ by ~~Laurus upon conversion of~~ the ~~note~~Sale ~~and upon exercise~~ of ~~the~~Assets ~~stock~~Agreement ~~option~~which ~~and~~is ~~stock~~attached ~~purchase~~as ~~warrant~~exhibits ~~may not exceed 4.99% of our outstanding common stock, although, Laurus may void the stated limitation by providing us with 75 days notice of their election~~ to ~~void~~this ~~the~~Form ~~limitation~~8-K.

At closing, we paid a fee to Laurus as described above. We also are required to pay fee to other third parties in connection with the transaction, the amounts of which are subject to negotiation.

The description of the transaction with Laurus as described hereinabove is qualified in its entirety by the Securities Purchase Agreement and related agreements which are attached as exhibits to the Form 8-K filed on August 4, 2004.

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.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.15 Sale of Assets Agreement between East Winds Beach Hotel Limited and East winds Holding Limited and Winner Holdings Limited and CCI Group, Inc. dated the __ day of December 2004.

CCI Group, Inc.

Date: ~~August~~January 234, ~~2004~~2005

/s/ Fred W. Jackson, Jr.

Fred W. Jackson, Jr.

President

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