-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A38prQnRbAXXI6xVq04YWGKTw7/m4gA0Rr4oMRJtJgAl2e8mMaWpldUIR8pMIFPd og8wHOEICHla1OlOuvy/3A== 0001005477-02-002498.txt : 20020619 0001005477-02-002498.hdr.sgml : 20020619 20020619110023 ACCESSION NUMBER: 0001005477-02-002498 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020619 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WEEDEN DONALD E CENTRAL INDEX KEY: 0001166142 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 145 MASON STREET CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038617610 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: X-CHANGE CORP CENTRAL INDEX KEY: 0000054424 STANDARD INDUSTRIAL CLASSIFICATION: MACHINE TOOLS, METAL CUTTING TYPES [3541] IRS NUMBER: 431594165 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46466 FILM NUMBER: 02681961 BUSINESS ADDRESS: STREET 1: 36 W. 44TH STREET, SUITE 1209 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646-728-7023 MAIL ADDRESS: STREET 1: 36 W. 44TH STREET, SUITE 1209 STREET 2: , CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: GRANDEE CORP DATE OF NAME CHANGE: 19940627 FORMER COMPANY: FORMER CONFORMED NAME: CASSCO CAPITAL CORP DATE OF NAME CHANGE: 19940804 FORMER COMPANY: FORMER CONFORMED NAME: DIVERSIFIED TECHNOLOGIES GROUP INC DATE OF NAME CHANGE: 20010330 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL K C JAKES BBQ & GRILL INC DATE OF NAME CHANGE: 19940627 SC 13D/A 1 d37555_sc13d-a.txt AMENDMENT TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) THE X-CHANGE CORPORATION (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 98371P109 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Donald E. Weeden 145 Mason Street. Greenwich, CT 06830 (203) 861-7610 June 15, 2002 (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4) check the following box [ ]. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. SCHEDULE 13D - -------------------------------------------------------------------------------- CUSIP No. 98371P109 Page 2 of 5 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Donald E. Weeden - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF, WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 15,022,526 shares (includes shares of Series A Preferred SHARES Stock which are convertible into shares of Common Stock and BENEFICIALLY includes shares owned by various entities with respect to which the Reporting Person has discretionary voting and dispositive authority). - -------------------------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 - -------------------------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER 15,022,526 shares (includes shares of Series A Preferred Stock which are convertible into shares of Common Stock and includes shares owned by various entities with respect to which the Reporting Person has discretionary voting and dispositive authority). - -------------------------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,022,526(includes shares of Series A Preferred Stock which are convertible into shares of Common Stock and includes shares owned by various entities with respect to which the Reporting Person has discretionary voting and dispositive authority). - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.51% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- 2 Item 1. Security and Issuer. This statement relates to the Common Stock, $.001 value per share (the "Common Stock"), of The X-Change Corporation, a Nevada corporation (the "Issuer"). For purposes of this statement, all issued and presently convertible shares of the Issuer's Series A Preferred Stock (the "Preferred Stock") shall be deemed to have been converted and all references to the term Common Stock shall include such shares of Preferred Stock on a converted basis. The Issuer maintains its principal executive office at 36 W. 44th Street, Suite 1209, New York, New York 10036. Item 2. Identity and Background. (a) This statement is filed by (i) Donald E. Weeden, an individual, with respect to shares of the Issuer's Common Stock held by him and by retirement accounts in his name, (ii) Weeden Investors, L.P., a Delaware limited partnership (the "Weeden Partnership") controlled by Mr. Weeden with respect to shares of the Issuer's Common Stock held by it, (iii) High Fields, L.P., a Connecticut limited partnership ("High Fields") with respect to shares of the Issuer's Common Stock held by it. Donald E. Weeden, the Weeden Partnership and High Fields shall sometimes be collectively referred to herein as the "Reporting Persons." (b) The Reporting Persons filed an initial Schedule 13D for an event of January 16, 2002 (the "Initial Schedule") and an Amendment No. 1 on February 4, 2002 which corrected certain data in the Initial Schedule. Except to the extent set forth in this Amendment No. 2, the information in the Initial Schedule and Amendment No. 1 remains unchanged. Item 3. Source and Amount of Funds or Other Consideration. Donald E. Weeden directly owns 12,978,060 shares of the Issuer's Common Stock and indirectly owns 2,044,466 shares of the Issuer's Common Stock, all of which were received in connection with a merger transaction pursuant to which shares of the Issuer's Common Stock and Preferred Stock were received by the Reporting Persons in cancellation of shares of Common Stock and Preferred Stock of Webix Inc., a privately held Florida corporation ("Webix"). The Reporting Persons purchased their shares in Webix Inc. with personal funds or, in the case of the Weeden Partnership or High Fields, with the working capital of such entities. Item 5. Interest in Securities of the Issuer. (a) The number of shares of the Issuer's Common Stock (assuming conversion of all outstanding shares of Preferred Stock of the Issuer) is 77,002,000 (based upon information contained in the Issuer's Form 10-QSB for the quarter ended March 31, 2002) and the percentage of the outstanding shares directly beneficially owned by each Reporting Person is as follows: 3 Percentage of Name Number of Shares Outstanding Shares - ---- ---------------- ------------------ Donald E. Weeden 12,978,060 16.9% The Weeden Partnership 1,000,000 1.3% High Fields 1,044,466 1.4% (b) Mr. Weeden has sole power to vote and to direct the disposition of 12,978,060 shares of the Issuer's Common Stock. (c) Effective June 15, 2002, Mr. Weeden sold an aggregate of 578,115 shares of the Issuer's Preferred Stock (which are presently convertible into 5,781,150 shares of the Issuer's Common Stock) to a group of purchasers in a private transaction at a price of $0.48 per share of Preferred Stock. 4 Signatures After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: June 18, 2002 /s/ Donald E. Weeden ----------------------------------- Donald E. Weeden WEEDEN INVESTORS, L.P. By: WEEDEN SECURITIES CORP., general partner By: /s/ Donald E. Weeden ----------------------------------- Donald E. Weeden, Chairman HIGH FIELDS, L.P. By: P&D, INC. general partner By: /s/ Donald E. Weeden ----------------------------------- Donald E. Weeden, Chairman 5 -----END PRIVACY-ENHANCED MESSAGE-----