-----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, UhKh5pKYmT6MWAD2mSFgOGgIPPHUdRETu/tBpquWZyyYCV23EGcGdElq+c+9fwho 1+dePJCuXWi9Nrse5CjElQ== 0001019687-07-001175.txt : 20070425 0001019687-07-001175.hdr.sgml : 20070425 20070424201349 ACCESSION NUMBER: 0001019687-07-001175 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070419 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070425 DATE AS OF CHANGE: 20070424 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: 07785855 BUSINESS ADDRESS: STREET 1: 710 CENTURY PARKWAY CITY: ALLEN STATE: TX ZIP: 75013 BUSINESS PHONE: 972-747-0051 MAIL ADDRESS: STREET 1: 710 CENTURY PARKWAY CITY: ALLEN STATE: TX ZIP: 75013 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 xchange_8k-042407.txt 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): April 19, 2007 -------------- THE X-CHANGE CORPORATION ------------------------ (Exact name of registrant as specified in its charter) Nevada 002-41703 90-0156146 ----------------------------------------------------------------------- (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 710 Century Parkway, Allen, Texas 75013 --------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 747-0051 -------------- 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 (SEE General Instruction A.2 below): [ ] 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 (17 CFR 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 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT. Effective April 19, 2007, The X-Change Corporation's Board of Directors engaged KBA Group, LLP as the Company's independent registered public accounting firm. During the two fiscal years ended December 31, 2006 and the subsequent interim period through April 19, 2007, we did not consult with KBA Group, LLP regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor did KBA Group, LLP provide written or oral advice to us that was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, or a reportable event. A copy of the press release is filed herewith as Exhibit 99.1 ITEM 7.01. REGULATION FD DISCLOSURE. A copy of the press release announcing the engagement of KBA Group, LLP is attached as Exhibit 99.1 and is hereby incorporated by reference to this Item 7.01. The information in the press release is being furnished pursuant to Item 7.01 of Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information in the press release shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1934, as amended. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. - ----------- 99.1 Press Release, dated April 19, 2007, announcing the engagement of KBA Group, LLP. SIGNATURE 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. Dated: April 24, 2007 THE X-CHANGE CORPORATION By: /s/ Michael L. Sheriff -------------------------------- Michael L. Sheriff President and Chief Executive Officer EX-99.1 2 xchange_8k-ex9901.txt PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACTS: MICHAEL L. SHERIFF - --------------------- CHIEF EXECUTIVE OFFICER X-CHANGE CORPORATION (972) 747-0051 RICK EISENBERG EISENBERG COMMUNICATIONS (212) 496-6828 X-CHANGE CORPORATION SELECTS KBA GROUP AS ITS NEW AUDITOR DALLAS, APRIL 19, 2007 - THE X-CHANGE CORPORATION (OTCBB: XCHC) today announced that its Board of Directors has engaged Dallas-based KBA Group, LLP as the Company's independent registered public accounting firm. ABOUT KBA GROUP LLP KBA Group is a 25 year-old firm of 12 partners and principals and 94 professionals. The firm focuses on providing audit, tax and risk advisory services to public and private companies. KBA was recently named one of America's Top Auditors by Bowman's FirstAlert, a publication of the Accounting Industry. It is also ranked as one of the largest Metroplex accounting firms by the Dallas Business Journal in its 2007 list. ABOUT X-CHANGE CORPORATION X-Change Corporation, through its wholly-owned subsidiary, AirGATE Technologies, Inc. is a leader in unique, vertical market applications utilizing RFID and wireless, intelligent sensor technology. AirGATE Technologies, a full-solution company, handles business assessment, technology selection, including proprietary AirGATE technology, integration and support. The Company has, in an environment of technology cost compression, built a stable of technology partners that are best in class and span a wide range of solutions to support small, medium and large enterprises. Please visit www.airgatetech.com or www.x-changecorp.com for further information. FORWARD-LOOKING STATEMENTS Except for historical information contained herein, the statements made in this release constitute forward-looking statements (including within the meaning of Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934). Such forward-looking statements are based on current expectations that are subject to significant risks, including our need to raise capital, our dependence on strategic relationships with key suppliers and customers, our business model's dependence on widespread acceptance of RFID technology, our ability to develop recurring revenue streams and the competitiveness of the market in which we compete. These forward looking statements include statements regarding the intent, belief or current expectations of the X-Change Corporation, AirGATE Technologies and their respective managements regarding strategic directions, prospects, future events and future results such as our ability to raise the full $6 million dollars to complete our private placement in one or more additional closings. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. Readers are referred to the documents filed by the X-Change Corporation, which are on file with the U.S. Securities and Exchange Commission and may be accessed at http://www.sec.gov or the X-Change Corporation's investor relations web page at http://www.x-changecorp.com/index.html, and specifically the most recent reports on Form 10-K and 10-Q, each as it may be amended from time to time. The X-Change Corporation disclaims any obligation to update or correct any forward-looking statements made herein. -----END PRIVACY-ENHANCED MESSAGE-----