8-K 1 form8k010603.txt 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): December 26, 2002 The X-Change Corporation -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 0-41703 43-1594165 -------------------------- ----------------------------- ----------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 36 West 44th Street, Suite 1201, New York, New York 10036 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (646) 728-7023 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS c) Exhibits. EXHIBIT NUMBER DESCRIPTION 99.1 Press release dated January 6, 2003 announcing the cessation of operations of WEBIXTRADER. 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. The X-Change Corporation By: /s/ William F. Frank Title: Chief Executive Officer Date: January 6, 2003 EXHIBIT 99.1 X-CHANGE CORPORATION ANNOUNCES CLOSURE OF ALTERNATIVE TRADING SYSTEM New York, NY, January 7, 2003: The X-Change Corporation (OTCBB: XCHC.OB) announced that its WEBIXTRADER alternative trading system for over the counter equities ceased operations on December 26, 2002. The system has not generated any volume, and its continued operation represented a financial drain on the company, according to president and CEO William F. Frank. As previously announced, all assets relating to WEBIXTRADER, including the company's right to use the technology underlying the system, will be transferred to X-Change Technologies Corp., which will no longer be a subsidiary of the company, under a Securities Repurchase Agreement dated as of December 23, 2002 between the company, X-Change Technologies Corp. and two separate groups of the company's shareholders. The closing under the Securities Repurchase Agreement is subject to various conditions, including execution of the agreement by some of the stockholders of the company and approval of the agreement by the company's stockholders as a group. FORWARD LOOKING INFORMATION This press release may contain forward-looking statements involving risks and uncertainties. Statements in this press release that are not historical, including statements regarding management's intentions, beliefs, expectations, representations, plans or predictions of the future, are forward-looking statements within the meaning of the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995. These risks and uncertainties include, but are not limited to, fluctuations in financial results, availability and customer acceptance of products and services, the impact of competitive products, services and pricing, and general market trends and conditions. For a discussion of other potential factors that could cause actual results to vary materially from expectations, reference is made to The X-Change Corporation's annual and quarterly reports filed with the Securities and Exchange Commission. The X-Change Corporation does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. CONTACT: William Frank (646) 728-7023