-----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, BL8wjY46cuOEwsk2zOLZnYN07OOdSOoZGzrifjmV3RPABLQu5+3RWU+6EjUrcr0R PeQDCn4TQYnWqVfda7aj4Q== 0001019687-07-001211.txt : 20070427 0001019687-07-001211.hdr.sgml : 20070427 20070427153810 ACCESSION NUMBER: 0001019687-07-001211 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070423 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070427 DATE AS OF CHANGE: 20070427 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: 07795636 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-042707.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 23, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On April 23, 2007, the Board of Directors of The X-Change Corporation, a Nevada corporation (the "Company") appointed Karey Daniels as its Chief Financial Officer, effective immediately, and has accepted the resignation of Scott Thompson as Chief Financial Officer and Director. Mr. Thompson's resignation was not related to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Ms. Daniels has served as VP of Finance and Controller of X-Change's wholly-owned subsidiary, AirGATE Technologies, Inc., since December 2006. Ms. Daniels has 17 years financial management experience. Prior to joining the management team of X-Change and AirGATE, in 2006, Ms. Daniels served as VP of Finance at TRIO Industries, a building materials and alternative bio-energy start-up. In 2005, she served as VP of Finance at Fibromyalgia and Fatigue Center, Inc., a medical company specializing in the treatment of Chronic Fatigue Syndrome and Fibromyalgia. From 2003 to 2004, Ms. Daniels served as Director of Finance & Administration at Active Organics, Inc., a manufacturing, packaging and distribution company for the cosmetic industry. From 2002 to 2003, Ms. Daniels served as business unit Controller for Fleming Companies' Retail business. Ms. Daniels served several financial roles at Texas Instruments over 11 years. She served as Controller for the Americas Business Unit for Texas Instruments' Calculators and Educational Technology Division. Her other roles at Texas Instruments included Financial Planning Analyst for TI Corporate, the Software Division and the Special Programs Defense Division. Ms. Daniels received her MBA from Southern Methodist University and her BBA from Stephen F. Austin State University. 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 promotion of Karey Daniels to Chief Financial Officer 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 23, 2007, announcing the promotion of Karey Daniels to Chief Financial Officer 2 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 23, 2007 THE X-CHANGE CORPORATION By: /s/ Michael L. Sheriff ------------------------------------- Michael L. Sheriff President and Chief Executive Officer 3 EX-99.1 2 xchange_8kex99-1.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 PROMOTES KAREY DANIELS TO CFO DALLAS, APRIL 23, 2007 - THE X-CHANGE CORPORATION (OTCBB: XCHC) announced today it has appointed Ms. Karey Daniels to the position of Chief Financial Officer and has accepted the resignation of Scott Thompson as Chief Financial Officer and Director. Ms. Daniels has served as VP Finance and Controller of X-Change's wholly-owned subsidiary, AirGATE Technologies, since December 2006. "Mr. Thompson resigned in order to be able to devote more time to his personal business interests," said Michael Sheriff, X-Change Chairman and CEO, "and we deeply appreciate his time, effort and contribution toward our SUCCESS during the past three years. In his tenure as CFO, Mr. Thompson helped guide the Company through key transitions to its current position as a recognized player in the RFID industry. "Moving forward, however, we feel the commercialization of our RFID and wireless solutions for major corporate and government customers requires a resident CFO to assist in daily operations and help fuel and support our anticipated growth. We are pleased to have someone as talented as Ms. Daniels to serve in this capacity." Ms. Daniels has 17 years financial management experience. Prior to joining the management team of X-Change/AirGATE, Ms. Daniels served several financial roles at Texas Instruments for 11 years. As Controller for that company's Americas Business Unit, she was responsible for monthly and quarterly close and compliance, forecasting and modeling and managing the financial planning team. She also led the division acquisition and strategy teams and managed division level budgets. Her other roles at Texas Instruments included Financial Planning Analyst for the Corporate, Software Division and Special Defense Division. Ms. Daniels received her MBA from Southern Methodist University and her BBA from Stephen F. Austin State University. She is a member of The American Institute of Certified Public Accountants. 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-----