0001010549-13-000275.txt : 20130426 0001010549-13-000275.hdr.sgml : 20130426 20130426143418 ACCESSION NUMBER: 0001010549-13-000275 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130425 ITEM INFORMATION: Changes in Registrant's Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130426 DATE AS OF CHANGE: 20130426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: X-CHANGE CORP CENTRAL INDEX KEY: 0000054424 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 900156146 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-41703 FILM NUMBER: 13786746 BUSINESS ADDRESS: STREET 1: 12655 N. CENTRAL EXPRESSWAY STREET 2: SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75243 BUSINESS PHONE: 972-386-7350 MAIL ADDRESS: STREET 1: 12655 N. CENTRAL EXPRESSWAY STREET 2: SUITE 1000 CITY: DALLAS STATE: TX ZIP: 75243 FORMER COMPANY: FORMER CONFORMED NAME: DIVERSIFIED TECHNOLOGIES GROUP INC DATE OF NAME CHANGE: 20010330 FORMER COMPANY: FORMER CONFORMED NAME: CASSCO CAPITAL CORP DATE OF NAME CHANGE: 19940804 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL K C JAKES BBQ & GRILL INC DATE OF NAME CHANGE: 19940627 8-K 1 xchange8k042513.htm THE X-CHANGE CORP xchange8k042513.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

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

Date of Report (Date of Earliest Event Reported): April 25, 2013
 
The X-Change Corporation
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)
 
   002-41703
 
90-0156146
(Commission File No.)
 
(IRS Employer ID Number)
 
12655 North Central Expressway, Suite 1000 Dallas TX 75243
(Address of principal executive offices)

(719) 418-2286
 (Registrant's telephone number, including area code)


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:

□  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
□   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
□   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 

 
 
Item 4.01 - Changes in Registrant’s Certifying Accountant.

Reengagement of S. W. Hatfield, CPA

On April 11, 2013, upon receipt of specific representations of the Company’s management and the management of dupetit Natural Products GmbH, the accounting firm of S. W. Hatfield, CPA agreed to accept an engagement to audit the Company’s financial statements as of and for the year ended December 31, 2012 with the express understanding that the appointment as auditor would cease concurrent with the filing of the Company’s Form 10-K for the year ended December 31, 2012.

The Company’s Board of Directors has accepted the engagement terms of S. W. Hatfield, CPA.

No accountant's report on the financial statements for either of the past two (2) years contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles, except for a going concern opinion expressing substantial doubt about the ability of the Company to continue as a going concern.

During the Company's two most recent fiscal years (ended December 31, 2011 and 2010) and from January 1, 2012 to the date of this Report, there were no disagreements with SWHCPA on any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure.  For the years ended December 31, 2011 and 2010, and from January 1, 2012 through the date of this report, there were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided SWHCPA with a copy of the foregoing disclosure and requested SWHCPA to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made therein.  A copy of SWHCPA’s letter dated April 25, 2013 is attached as Exhibit 16.1 in this filing.

Item 9.01.                      Financial Statements and Exhibits.

Exhibits

16.1
Letter from S. W. Hatfield, CPA



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 thereunto duly authorized.
 
 
  The X-Change Corporation 
   
Dated: April 25, 2013  
By:      /s/ Robert J. Kane
  Robert J. Kane 
  President, Chairman and 
  Chief Executive Officer 
 

 
    
 
 
 

 
 
 
 

EX-16.1 2 xchange8kex161042513.htm xchange8kex161042513.htm
 
Exhibit No. 16.1 
Page 1
The X-Change Corporation
File No.   002-41703
Form 8 -K
Report date: April 25, 2013


Letterhead of S. W. Hatfield, CPA



April 25, 2013



U. S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Gentlemen:

On April 25, 2013, this Firm received the final draft copy of a Current Report on Form 8-K to be filed by The X-Change Corporation (SEC File #002-41703, CIK #54424) (Company) reporting an Item 4.01 - Changes in Registrant’s Certifying Accountant.

We have no disagreements with the statements made in the draft Form 8-K,  Item 4.01 disclosures which we read.

Yours truly,

/s/ S. W. Hatfield, CPA

S. W. Hatfield, CPA
Dallas, Texas
 
 
 
 

 
 
Exhibit No. 16.1 
Page 2
The X-Change Corporation
File No.   002-41703
Form 8 -K
Report date: April 25,2013


Letterhead of S. W. Hatfield, CPA



April 25, 2013



Board of Directors
The X-Change Corporation
3741 Bloomington Street, Suite 4
Colorado Springs CO 80922
 
 
RE:
The X-Change Corporation
 
SEC File #: 002-41703
 
CIK #: 54424
 

Gentlemen:

Pursuant to the terms and conditions agreed upon in our acceptance of the engagement, which was contingent upon receipt of certain specific representations from management, Cannabis Science, Inc. and dupetit Natural Products GmbH,  to audit the financial statements of The X-Change Corporation as of and for the year ended December 31, 2012, we hereby resign as your auditor of record concurrent with the filing of your Form 10-K for the year ended December 31, 2012.

Further, by copy of this letter to the U. S. Securities and Exchange Commission, we hereby confirm that the client-auditor relationship between The X-Change Corporation (SEC File #002-41703, CIK #54424) has ceased.


Yours truly,
S. W. HATFIELD, CPA

  /s/ S. W. Hatfield, CPA


 
cc:
Office of the Chief Accountant
 
PCAOB Letter File
 
Securities and Exchange Commission
Mail Stop 9-5
100 F Street, NE
Washington, DC 20549-2001
202-551-5300
202-772-9252 (fax)