8-K

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): February 17, 2010

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)

17120 Dallas Parkway Suite 235 Dallas TX 75248

(Address of principal executive offices)

(310).601.3165

 (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 1.01 Entry into a Material Definitive Agreement

The X-Change Corp. (the "Company") entered into a Contract of Sale with Nydia Del Valle ("Seller") for 100 percent of the stock in Connected Media Technologies, Inc.(Connected) a Delaware Corporation.  The Company will issue 400,000,000 shares of its common stock, $.001, in restricted form to Seller for Connected.  A copy of the Contract for Sale is attached hereto as “Exhibit A”.

ITEM 3.02  Unregistered Sales of Equity Securities

The Company acquired all right, title and interest to Connected which owns 52% of Global Broadcasting Systems, LLC and 52% of Cinemania TV, LLC. from Nydia Del Valle, a Florida resident, in exchange for the issuance of 400,000,0000 shares of the Company's common stock in restricted form at a closing on February 17, 2010.

ITEM 5.02 Departure of Directors or Principal Officers; Election of Officers; Appointment of Principal Officers.

(b)  On February 18, 2007,Fernando A. Gomez Richard T. Steele Nydia Del Valle Juan M. Chacin and Felipe Tavares were appointed directors of the Registrant.  Immediately following the appointment of the new directors, R. Wayne Duke  resigned as a director and Officer of the Registrant. The new Directors then filled the remaining two directors seats with Roland Sanchez-Medina Jr. and Hugo A. Castro. Nydia Del Valle succeeded Mr. Duke as Chief Executive Officer and Chief Financial Officer of the Registrant. Concurrently, Nydia Del Valle and Mr. Sanchez-Medina were appointed as President, Chief Executive Officer and Chief Financial Officer and as Secretary, respectively, of the Registrant.

Nydia Del Valle – Cuban media entrepreneur and Madison Avenue veteran is the founder and Chairwoman of Connected Media Technologies, Inc.  She brings more than 30 years of experience in the media and communications business, specializing in the U.S. Hispanic and Latin American markets.  Ms. Del Valle is a successful career marketing and communication business woman.  In the dawn of her career, while still a student at the University of Havana, she acquired her first radio station (CMK), then changed the format to become the first bi-lingual and soft music entertainment station, becoming the dominant station in its market in less than six months. Ms. Del Valle was co-founder of a motion picture engineering-technical enterprise organization responsible for the first CINERAMA theater installation and operation at Radio Center (MQ). Her organization also held the exclusive distribution rights of Arthur Rank, LTD., products for Latin America.

In the USA, Ms. Del Valle was the co-founder of Chisholm, Baor and Neil, the first Hispanic advertising agency in New York.  There, she touted the importance of the US Hispanic consumer market by conducting research and publishing data to achieve the recognition of national account sponsorships, such as Proctor & Gamble, American Home Products, General Foods, MGM, United Artists, among others, who then, for the first time, started allocating budgets for this market.  Under her leadership she became the first to execute Spanish advertising campaigns with the New York Transportation System.  Ms. Del Valle was also the co-founder and managing director of the first full color TV GUIDE Magazine in partnership with publically held Plenum Publishing Co. Later through Intermedia, Inc. and partnerships and alliances, she developed her family’s multi business private enterprises in Spain.  In recent years, by promoting her professional and consulting service to Intermedia of America, she completed important research and development for Home Shopping en Español, changing the traditional format to a digital multimedia distribution model.

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With Ms. Del Valle’s Nydia’s thorough knowledge of the broadcast and digital media industry, she co-founded Notus.tv Digital Networks, a new and revolutionary leading edge digital multimedia delivery platform, containing diversified and premium Spanish language video content targeted to the U.S. Hispanic demographic and Latin American population when, where and how they want it on the internet and mobile PDA devices.  Ms. Del Valle holds a B.S. at the school of Social Science in Administration Law and a PHD at the School of Philosophy and Letters at the University of Havana.  She created and founded The Spirit of America Foundation, a non-profit organization.

Mr. Gomez is a senior sales and marketing executive with over 25 years of experience in broadcasting, cable television and news media within the United States and the International Markets. Mr. Gomez’ background includes broad-based strategic marketing planning and highly successful Sales and Affiliate Relations stints throughout his career with Maya Entertainment, Batanga.com, Starmedia/Wanadoo, MSN Latino, Prime Deportiva, C3D Digital, Bravo International, The Weather Channel Latin America, The Inspirational Network, Univision, and Galavision.  Mr. Gomez was Founder and Principal of Mindwalk Ventures of Beverly Hills, an Independent Sales and Marketing Strategy Company, catering to the domestic and global markets.  He is currently the Executive Vice President/Chief Operating Officer for Connected Media Technologies, Inc.

Throughout Mr. Gomez’ career, he has been involved in countless numbers of Latino and Domestic industry and service organizations, including Partners in Policymaking, Latino Scholastic Achievement Corporation, National Association of Latino Independent Producers, the Latino Entertainment Media Institute, the Association of Hispanic Advertisers, the Writers Guild of America, Directors Guild and Producers Guild of America.  Mr. Gomez was Founder and former Charter President for the National Association of Minorities in Cable, Texas Chapter, and most recently, avid advocate for individuals with special needs, Board of Directors for the Westside Regional Center and KIT (Kids Included Together) Los Angeles.

Mr. Gomez has been invited to speak at many domestic and international conferences and seminars on topics relating to the development of the multi-channel and television industry and cultural and ethnic diversity.  He attended the College of the Desert from 1980 - 82, Long Beach State in 1986, and is currently working to complete his B.S. from the University of Phoenix in Global Business Management with Marketing Concentration.

Mr. Steele is President and Chief Executive of Network Distribution Group, Ltd., a Cable Television, Satellite, Broadcast, Media and Internet consulting company, which assists cable television networks with their respective network distribution onto cable television systems, broadcast stations, as well as satellite, and assists start-up internet/media companies with financial planning, funding and distribution.

Mr. Steele has been in the telecommunications industry for 30 years, primarily in cable television network affiliate sales, serving stints in a variety of executive level sales positions with The Learning Channel, NBC Sports (Triplecast), QVC, America’s Health Network, Product Information Network and Turner Media.  In the past 4 years, Mr. Steele has become involved with a number of Hispanic media projects, including a Spanish language children’s cable television network, a Spanish language cable television shopping channel, a Spanish language internet membership enterprise and a Spanish language on-line shopping venture.  Mr. Steele has long established professional and personal relationships with virtually all of the programming and ad sales decision makers in the top 25 Cable Television companies, as well as with the 2 major satellite services, Dish Network and DirecTV.

Over the course of his telecommunications career, Mr. Steele has served on the Board of Directors for numerous State Cable Telecommunications Associations, as well as a variety of Professional Trade Associations.  Additionally, over the past 3 years, Mr. Steele has been selected to serve on the Advisory Board of two English language start-up on-line projects, and was subsequently elected to their respective Board of Directors.  Richard received his undergraduate degree from Emporia State University, and a Masters in Business Management from The University of Kansas.

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Mr. Taveras is C.E.O. of Global Broadcasting Systems, leading a Radio Station, 2 Online-TV Channels, a print/online newspaper and diverse digital Media projects, from South Florida, USA.  Mr. Taveras is also a best seller author of 2 books and successful entrepreneur with a background in public and media relations, marketing, sales, crisis issues, public management and financial marketing consulting.

With over 20 year’s experience, Mr. Taveras is the founder of Latin Shopping TV in Miami, Latina 1580-AM in Orlando, Florida, Global Media, a Consulting & Media Management Company, and served as Sales & Marketing Vice-President of KINAS.COM/YUPI.COM. He has held Consulting, Management, Marketing and Communications roles at, Wall Street Mortgage, Conquest Financial, Countrywide Mortgage, Hi Cite Corporation and Encyclopedia Britannica-Chicago University Foundation.  Mr. Taveras is graduated as an Investment Banker from the Investment Banking Institute in New York City.

Mr. Taveras has received numerous honors, including The Diamond Club and Hall Of Fame in Sales, The Million Dollar Circle Ring and The Marketing Miracle Award. He is the founding President of University for Success, both in New York City and a member of the Association for Conflict Resolution, and the National Association of Consumer Advocates. He is the Founder and Director of The Financial University, committed to teach the new rules and secrets of financial prosperity in the 21st century.

Mr. Chacin is a sales and advertising executive with over 16 years in the print and interactive field.  Early in his career, Juan developed the “Florida Marketplace”, an insert in The Miami Herald, which was geared to Latin America’s shoppers who came to US.  Its success has generated profits ever since its release. Several years thereafter, Juan developed “El Nuevo Herald”, Knight Ridder's first Spanish publication, which, for 2 consecutive years, won the Medallion Awards, the ultimate prize for stars in the advertising sales industry.

In 1999, Mr. Chacin turned his attention to the newly burgeoning industry of the internet, researching and ultimately pioneering advertising on the web.  Mr. Chacin was one of the first executives to present to advertising agencies/clients and publishers, the opportunities of monetizing on the internet through Realmedia a Publigroupe/Publicitas company and its revolutionary software Open Ad Stream. From Senior Account Executive, Mr. Chacin quickly proved himself and rose to the position of Director of Sales for Latin America and US Hispanic Markets.

In his continual exploration, development and rise in the interactive marketplace, Mr. Chacin has blazed his way through numerous online and print endeavors, managing advertiser accounts for such diverse companies as Cisco Systems, Hilton International, Marriott, Genius, Kyocera, Toshiba, Puerto Rico Tourism Board, Sonesta Beach Resorts, Intercontinental Hotels, Hawaii, Nortel, Porsche,  Consorte Media, Bodaclickusa.com, US Media Consulting, Jumba Group and more, culminating in the formulation of his own company, Tubomedia Enterprises, which he directs to this day.  As the new era of Digital TV arises Juan has now created a platform which is able to deliver, serve and distribute video content on the web. Notus.tv is the first technological platform that allows you to share videos, movies, soap operas, miniseries and content completely in Spanish for Latinos in the US and abroad.

Roland Sanchez-Medina Jr. is a partner in the law firm of Sanchez-Medina, Gonzalez, Quesada, Lage, Crespo, Gomez & Machado LLP, residing in the Coral Gables, FL office.  His practice focuses in the areas of corporate and securities law, including mergers and acquisitions, corporate structuring/restructuring, board governance, domestic and international commercial transactions, commercial and residential real estate transactions, tax and estate planning, and other general transactional services.

Prior to forming the Firm, Mr. Sanchez-Medina was a partner at the national law firm of McDermott, Will & Emery, where he was a member of the Corporate Department, and was a senior associate at the national law firm of Holland & Knight.  Mr. Sanchez-Medina received his B.B.A. from the University of Miami (1988, cum laude), his J.D. from Boston College Law School (1991, with Honors) and his L.L.M. in Taxation from New York University (1992).

Among numerous other activities and honors, Mr. Sanchez-Medina is a Member of Tax Section, and Real Property, Trust and Probate Section of The Florida Bar, and Vice Chairman, Business and Corporations Committee of the Business Law Section, Florida Bar.

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Hugo A. Castro Mr. Castro is a career banker of over 40 years. He started his banking career in 1964 with the Crocker Bank, in Los Angeles, California, as a Loan Officer where he worked until 1968.  During his distinguished banking career, Mr. Castro has held executive positions with Commercial Bank and trust, Miami, Florida, Village Bank of Hialeah, Florida, Commercial Trust bank, Intercontinental Bank, Bank of America, Totalbank in Miami, Florida, and Eastern National Bank in Miami.  In April 2000, Mr. Castro led a group of investors in the acquisition of Southern Security Bank in Hollywood, Florida, which, at the time, was under a “cease and desist” order from the Federal Reserve Bank.  Under Mr. Castro’s guidance, after 6 months, the bank was released from all regulatory restrictions.  Mr. Castro’s banking career includes the acquisition and satisfactory resolution of five troubled financial institutions under the scrutiny of banking regulators. Additionally, Mr. Castro has gone on to serve as President, Chief Executive Officer, and Director of Sun American Bank, and Director and Secretary of Sun American Bancorp Inc., a Public Holding Company, where he was Chairman of the Bank’s Loan and Discount Committee, and the Asset/Liability Management Committee.  He also was active on the Board of Directors of the Holding Company as Corporate Secretary.

 Mr. Castro is a graduate of the School of Business Administration, School of Banking of the South, at Louisiana State University [LSU] in 1974.  He has a degree from Miami-Dade College in 1972, and attended La Salle University in Havana, Cuba, 1960 and 1961 towards a Certified Public Accountant Charter.  He has received specialized training from the American Institute of Bankers, Dun & Bradstreet, and Robert Morris & Associates.  Further, Mr. Castro has serves as President of the non-profit La Salle Foundation from 1988 to present, Founder, Director, Treasurer of the Greater Miami Host Committee from 1982 to 2004, Director of the Florida Bankers Association from 2004 – 2006, and a member of the Archdiocese of Miami, Finance Committee from 1997 – 1998.

ITEM 7.01 FD Disclosure

(a)           The Company filed a press release on February 17, 2010, which is attached hereto as an exhibit.

(b)           The information in this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

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ITEM 9.01 Financial Statements and Exhibits

Exhibit No.	Description of Exhibit
10(19)	Contract for Sale by and between The X-Change Corp. and Nydia Del Valle
99(i)*	February 17, 2010 Press Release

__________________

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

THE X-CHANGE CORP.

By:   /S/ Fernando A. Gomez

         Name:  Fernando A. Gomez

        Asst Secretary

Dated:  February 22, 2010

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EX-10.19

“Exhibit 10”

Purchase Agreement

This Agreement to Purchase ("Agreement") is made as of February __, 2010 by and between X-Change Corporation, a Nevada corporation ("Buyer"), and Nydia Del Valle ("Seller").

PRELIMINARY STATEMENT

Seller desires to sell, and Buyer desires to purchase, all of the outstanding shares (the "Shares") of Connected Media Technologies, Inc. a corporation organized under the laws of Delaware (the "Company"), on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

The parties, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS

For the purposes of this Agreement, the following terms and variations on them have the meanings specified in this Article 1:

"Buyer" is defined in the first paragraph of this Agreement.

"Buyer Shares" means 400,000,000 newly issued shares of Buyer’s common stock, par value $.001 per share.

"Closing" means the consummation and completion of the purchase and sale of the Shares.

"Closing Date" means the date on which the Closing actually takes place.

"Company" is defined in the Preliminary Statement.

"Company Contract" means any Contract (a) under which the Company has or may acquire rights, (b) under which the Company is or may become subject to Liability or (c) by which the Company or any of its assets is or may become bound.

"Consent" means any approval, consent, ratification, waiver or other authorization.

"Contemplated Transactions" means all of the transactions to be carried out in accordance with this Agreement, including the purchase and sale of the Shares, the performance by the parties of their other obligations under this Agreement.

"Contract" means any contract, agreement, commitment, understanding, lease, license, franchise, warranty, guaranty, mortgage, note, bond or other instrument or consensual obligation (whether written or oral and whether express or implied) that is legally binding.

"Contravene" -- an act or omission would "Contravene" something if, as the context requires:

(a)           the act or omission would conflict with it, violate it, result in a breach or violation of or failure to comply with it, or constitute a default under it;

(b)           the act or omission would give any Governmental Body or other Person the right to challenge, revoke, withdraw, suspend, cancel, terminate or modify it, to exercise any remedy or obtain any relief under it, or to declare a default or accelerate the maturity of any obligation under it; or

(c)           the act or omission would result in the creation of an Encumbrance on the stock or assets of the Company.

"Encumbrance" means any charge, claim, mortgage, servitude, easement, right of way, community or other marital property interest, covenant, equitable interest, license, lease or other possessory interest, lien, option, pledge, security interest, preference, priority, right of first refusal or similar restriction.

“Escrow Agreement” means the agreement to hold Buyer’s Shares in an Escrow Account until Corrected Media Technologies closes on the purchase agreements with Global Broadcasting Systems, LLC, Inc and Cinemania TV, LLC.

"Financial Statements" is defined in Section 3.4.

"GAAP" means generally accepted accounting principles for financial reporting in the United States.

"Governing Document" means any charter, articles, bylaws, certificate, statement, statutes or similar document adopted, filed or registered in connection with the creation, formation or organization of an entity, and any Contract among all equity holders, partners or members of an entity.

"Governmental Authorization" means any Consent, license, permit or registration issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Law.

"Governmental Body" means any (a) nation, region, state, county, city, town, village, district or other jurisdiction, (b) federal, state, local, municipal, foreign or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department or other entity and any court or other tribunal), (d) multinational organization, (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, or (f) official of any of the foregoing.

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"Knowledge" means, with respect to Seller, the actual knowledge after reasonable investigation of Seller or of the Company's directors, officers or senior managerial employees.

"Law" means any constitution, law, statute, treaty, rule, regulation, ordinance, code, binding case law, principle of common law or notice of any Governmental Body.

"Liabilities" includes liabilities or obligations of any nature, whether known or unknown, whether absolute, accrued, contingent, choate, inchoate or otherwise, whether due or to become due, and whether or not required to be reflected on a financial statement prepared in accordance with GAAP.

"Order" means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator and any Contract with any Governmental Body pertaining to compliance with Law.

"Ordinary Course of Business" refers to actions taken in the Company's normal operation, consistent with its past practice and having no material adverse effect on the financial or other condition, results of operations, assets, Liabilities, equity, business or prospects of the Company.

"Person" refers to an individual or an entity, including a corporation, share company, limited liability company, partnership, trust, association, Governmental Body or any other body with legal personality separate from its equityholders or members.

"Proceeding" means any action, arbitration, audit, examination, investigation, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.

"Purchase Price" is defined in Section 2.2.

"Securities Act" means the Securities Act of 1933.

"Securities Exchange Act" means the Securities Exchange Act of 1934.

"Seller Release" is defined in Section 2.4(a)(ii).

"Seller" is defined in the first paragraph of this Agreement.

"Seller's Disclosure Schedule" means the disclosure schedule delivered pursuant to Article 3 by Seller to Buyer concurrently with the execution of the Agreement.

"Shares" is defined in the Preliminary Statement.

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ARTICLE 2

SALE AND TRANSFER OF SHARES; CLOSING

2.1 SHARES

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller will sell and transfer the Shares to Buyer, and Buyer will purchase and acquire the Shares from Seller.

2.2 PURCHASE PRICE

The purchase price for the Shares (the "Purchase Price") will be paid by delivery of the Buyer’s Shares to Seller at the Closing, subject to the Escrow agreement attached hereto as “Exhibit C”.

2.3 CLOSING

The Closing will take place at the offices of Buyer, at 10:00 a.m. (local time) on the date that is on the date of the satisfaction or waiver of each of the conditions set forth in Articles 5 and 6, unless Buyer and Seller agree otherwise.

2.4  CLOSING DELIVERIES

At the Closing:

(a)      Seller will deliver to Buyer:

(i)            certificates representing the Shares, duly endorsed in blank (or accompanied by duly executed stock powers in blank);

(ii)           a release in the form of Exhibit 2.4(a)(ii) executed by Seller (the "Seller Release");

(iii)          a certificate executed by Seller as to the accuracy of Seller's representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 6.1 and as to their compliance with and performance of its covenants and obligations to be performed or complied on or before the Closing Date in accordance with Section 6.2.

(b)      Buyer will deliver:

(i)           Stock certificates representing the Buyer’s Shares; and

(ii)          a certificate executed by the President of Buyer as to the accuracy of Buyer's representations and warranties as of the date of this Agreement and as of the Closing in accordance with Section 7.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with on or before the Closing Date in accordance with Section 7.2.

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ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that:

3.1 ORGANIZATION AND GOOD STANDING

The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full corporate power and authority to conduct its business as presently conducted, to own or use the properties and assets that it purports to own or use, and to perform all its obligations under all its Company Contracts.

3.2 ENFORCEABILITY; NO CONFLICT

(a)      Seller and the Company have the absolute and unrestricted right, power, authority and capacity to execute and deliver this Agreement and to perform their obligations under this Agreement.  Assuming due authorization, execution and delivery of this Agreement by Buyer, this Agreement constitutes the legal, valid and binding obligation of Seller and the Company, enforceable against Seller and the Company in accordance with its terms.

(b)      Seller and the Company are not and will not be required to give any notice to any Person or obtain any Consent or Governmental Authorization in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

(c)      Neither the execution and delivery of this Agreement nor the consummation or performance of any of the Contemplated Transactions will directly or indirectly (with or without notice or lapse of time) (i) Contravene any provision of the Governing Documents of the Company, (ii) Contravene any Company Contract, Governmental Authorization, Law or Order to which Company or Seller, or any of the assets owned or used by the Company, may be subject, or (iii) result in the imposition or creation of any Encumbrance upon or with respect to any of the assets owned or used by the Company.

3.3  CAPITALIZATION AND OWNERSHIP

The authorized equity securities of the Company consist of 100 shares of common stock, par value $0.001 per share, of which 100 shares are issued and outstanding.  The Shares represent all of the issued and outstanding shares in the Company.  Seller is and will be on the Closing Date the record holders and beneficial owners of the Shares, free and clear of all Encumbrances.  All of the outstanding equity securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable.  There are no Contracts relating to the issuance, sale or transfer of any equity securities or other securities of the Company.

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3.4 FINANCIAL STATEMENTS

Seller has furnished to Buyer financial statements as of December 31, 2009, and June 30, 2009 (collectively, the "Financial Statements") which is in the form of a listing of assets and liabilities.  The Financial Statements were prepared in accordance with the books and records of the Company.  The Financial Statements and notes thereto are complete and fairly present the assets, liabilities and financial condition of the Company as of the date thereof.

3.5 NO UNDISCLOSED LIABILITIES

The Company has no Liabilities except for Liabilities reflected or reserved against in the Financial Statements, and current Liabilities incurred in the Ordinary Course of Business since the respective dates thereof.

3.6 CONTRACTS; NO DEFAULTS

(a)      Section 3.6 of Seller's Disclosure Schedule contains an accurate and complete list of:

(i)           each Company Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $10,000;

(ii)          each Company Contract that involves performance of services for or delivery of goods or materials to the Company of an amount or value in excess of $10,000; and

(iii)         each Company Contract that was not entered into in the Ordinary Course of Business and that involves the expenditure or receipt by the Company of an amount or value in excess of $10,000.

3.7 LEGAL PROCEEDINGS; ORDERS

(a)      There exists no pending Proceedings (i) by or against the Company or that otherwise relate to or may affect the business of, or any of the assets owned or used by, the Company or (ii) that challenge, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions.  To Seller's Knowledge, no other such Proceeding has been threatened, and no event has occurred or circumstance exists that maygive rise to or serve as a basis for the commencement of any such Proceeding.

(b)      There exists no pending Order to which the Company or any of the assets owned or used by the Company, is or has been subject.

3.8 SECURITIES LAW MATTERS

Seller is acquiring the Buyer’s Shares for her own account and not with a view to distribution within the meaning of Section 2(11) of the Securities Act.  Seller confirms that Buyer has made available to Seller the opportunity to ask questions of the officers and management employees of Buyer and to acquire such additional information about the business and financial condition of Buyer as Seller has requested, and all such information has been received.  Seller understands that Buyer Shares shall be considered "restricted securities" as that term is defined in Rule 144 promulgated under the Securities Act and Buyer is under no obligation to cause the registration of the Buyer Shares.

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3.9 BROKERS OR FINDERS

Seller has not incurred any Liability for brokerage or finders' fees or agents' commissions or other similar payment in connection with the Contemplated Transactions.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:

4.1 ORGANIZATION

Buyer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

4.2 ENFORCEABILITY; NO CONFLICT

(a)      Buyer has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, which actions have been duly authorized and approved by all necessary corporate action of Buyer.  Assuming the execution and delivery of this Agreement by Seller, this Agreement constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.

(b)      Buyer is not and will not be required to obtain any Consent or Governmental Authorization in connection with the execution and delivery of this Agreement or the consummation or performance of any of the Contemplated Transactions.

(c)      Neither the execution and delivery of this Agreement by Buyer nor the consummation or performance of any of the Contemplated Transactions by Buyer will give any Person the right to prevent, delay or otherwise interfere with any of the Contemplated Transactions pursuant to (i) any provision of Buyer's Governing Documents, (ii) any resolution adopted by the board of directors or the stockholders of Buyer, (iii) any Law, Order or Governmental Authorization to which Buyer may be subject or (iv) any Contract to which Buyer is a party or by which Buyer may be bound.

4.3 BROKERS OR FINDERS

Buyer has not incurred any Liability for brokerage or finders' fees or agents' commissions or other similar payment in connection with the Contemplated Transactions.

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ARTICLE 5

COVENANTS OF THE PARTIES BEFORE CLOSING

5.1 ACCESS AND INVESTIGATION

Between the date of this Agreement and the Closing Date and upon reasonable advance notice from Buyer, Seller will, and will cause the Company to, (a) afford Buyer full and free access to Company’s personnel, properties, Contracts, books and records, and other documents and data, (b) furnish such Persons with copies of all such Contracts, books and records, and other documents and data as Buyer may reasonably request, and (c) furnish such Persons with such additional financial, operating and other data and information as Buyer may reasonably request.

5.2 OPERATION OF THE BUSINESS OF THE COMPANY

Between the date of this Agreement and the Closing Date, Seller will, and will cause the Company to, (a) conduct its business only in the Ordinary Course of Business, (b) use their Best Efforts to preserve intact the current business organization of the Company, keep available the services of the current officers, employees and agents of the Company, and maintain relations and goodwill with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company, (c) confer with Buyer concerning operational matters of a material nature and (d) otherwise report periodically to Buyer concerning the status of the business, operations and finances of the Company.

5.3 REQUIRED APPROVALS

As promptly as practicable after the date of this Agreement, Buyer and Seller will, and Seller will cause the Company to, make all filings that they are required by Law to make to consummate the Contemplated Transactions.  Between the date of this Agreement and the Closing Date, Buyer and Seller will, and Seller will cause the Company to, (a) cooperate with the other Party with respect to all filings that such Party elects to make or that such Party is required by Law to make in connection with the Contemplated Transactions, and (b) cooperate with Buyer in obtaining any Governmental Authorizations.

5.4 SHAREHOLDER APPROVAL

                Buyer does not require shareholder approval

ARTICLE 6

CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

Buyer's obligation to purchase the Shares and to take the other actions required to be taken by Buyer at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by Buyer, in whole or in part):

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6.1 ACCURACY OF REPRESENTATIONS

All of Seller's representations and warranties in this Agreement (considered both collectively and individually) must have been accurate in all material respects as of the date of this Agreement, and must be accurate in all material respects as of the Closing Date as if then made.

6.2 SELLERS’ AND COMPANY’S PERFORMANCE

All of the covenants and obligations that Seller and Company is required to perform or to comply with under this Agreement on or before the Closing Date (considered both collectively and individually) must have been duly performed and complied with in all material respects.

6.3 STOCKHOLDER APPROVAL

The Contemplated Transactions shall have been approved by the Buyer’s stockholders.

ARTICLE 7

CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE

Seller's obligation to sell the Shares and to take the other actions required to be taken by Seller at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by Seller, in whole or in part):

7.1 ACCURACY OF REPRESENTATIONS

All of Buyer's representations and warranties in this Agreement (considered both collectively and individually) must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if then made.

7.2 BUYER’S PERFORMANCE

All of the covenants and obligations that Buyer is required to perform or to comply with under this Agreement on or before the Closing Date (considered both collectively and individually) must have been performed and complied with in all material respects.

ARTICLE 8

TERMINATION

8.1 TERMINATION EVENTS

Subject to Section 8.2, this Agreement may, by notice given before or at the Closing, be terminated:

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(a)      by mutual consent of Buyer and Seller;

(b)      by Buyer if the satisfaction of any condition in Article 6 is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition;

(c)      by Seller if the satisfaction of any condition in Article 7 is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and Seller has not waived such condition; and

(d)      by either Buyer or Seller if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before February 15, 2010, or such later date as Buyer and Seller may agree upon.

8.2 EFFECT OF TERMINATION

Each party's right of termination under Section 8.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies.  If this Agreement is terminated pursuant to Section 8.1, all obligations of the parties under this Agreement will terminate; provided, however, that if this Agreement is terminated by a party because of the breach of the Agreement by another party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of any other party's failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired.

ARTICLE 9

INDEMNIFICATION; REMEDIES

9.1 SURVIVAL

All representations, warranties, covenants and obligations in this Agreement, and any other certificate or document delivered pursuant to this Agreement will survive the Closing and the consummation of the Contemplated Transactions.

ARTICLE 10

GENERAL PROVISIONS

10.1 EXPENSES

Except as otherwise expressly provided in this Agreement, each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution and performance of this Agreement and the Contemplated Transactions, including all fees and expenses of its Representatives.

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10.2 FURTHER ACTIONS

Upon the request of any party to this Agreement, the other parties will (a) furnish to the requesting party any additional information, (b) execute and deliver, at their own expense, any other documents and (c) take any other actions as the requesting party may reasonably require to more effectively carry out the intent of this Agreement and the Contemplated Transactions.

10.3 ENTIRE AGREEMENT AND MODIFICATION

This Agreement supersedes all prior agreements among the parties with respect to its subject matter a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter.  This Agreement may not be amended, supplemented or otherwise modified except in a written document executed by the party against whose interest the modification will operate.

10.4 SEVERABILITY

If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the other provisions of this Agreement will remain in full force and effect.  Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

10.5 GOVERNING LAW

This Agreement will be governed by and construed under the laws of Nevada without regard to conflicts of laws principles that would require the application of any other law.

10.6  COUNTERPARTS

This Agreement may be executed in two or more counterparts.

The parties have executed and delivered this Agreement as of the date indicated in the first sentence of this Agreement.

10.7 Purchase Agreement

This Letter of Intent may be turned into a Purchase Agreement only if both parties agree on the terms of Purchase and execute a new Purchase Agreement.

X-Change Corporation	Nydia Del Valle
By:  /S/ R. Wayne Duke	/S/ Nydia Del Valle
President

Agreed TO:

Connected Media Technologies, Inc.

BY:  /S/ Nydia Del Valle

         President

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EX-99.1

Exhibit 99(i)

PRESS RELEASE

FOR IMMEDIATE RELEASE

X-Change Corporation Finalizes Acquisition of Connected Media Technologies to Form Leading US Hispanic

Digital Multimedia Company

MIAMI, FL—February 17, 2010-- X-Change Corporation (OTCBB: XCHC), announced today it has completed its merger with Miami based Connected Media Technologies, Inc., a digital multimedia firm to the US Hispanic market, offering a complete suite of media solutions to better help broadcasters, agencies, advertisers and content owners to target the growing US Hispanic demographic more easily and efficiently in this age of diverse digital convergence.

Mr. Fernando Gomez, Senior Executive VP for Connected Media Technologies, Inc. stated, “This merger presents a formidable opportunity for our company and its shareholders, as we now have access to the US capital markets to execute our multi-media acquisition plan, allowing us to better serve our Hispanic market audience and expand our product offerings to our clients”.

X-Change Corporation completed the merger with Connected Media Technologies, Inc., and in doing so the purchase price was paid in stock.  Control has been turned over to the share holders of Connected Media.

About X-Change Corporation

The X-Change Corporation seeks and identifies privately-held operating companies desiring to become publicly held companies by combining with the corporation through a reverse merger or acquisition type transaction.

About Connected Media Technologies

ConnectedMedia Technologies, Inc. services clients at the local, regional, national and international level who want to target US Hispanics through the company’s custom digital marketing and media campaigns, content creation and syndication, production, programming

February 18, 2010

Page 2

Press Release                                                                                                         

Connected Media Technologies

and streaming for distribution through the internet, mobile, radio and television and print media platforms. The company seeks and invests in emerging and established Hispanic media and technology companies.

Forward-Looking Statements

This Press Release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. A statement containing works such as "anticipate," "seek," intend," "believe," "plan," "estimate," "expect," "project," "plan," or similar phrases may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Some or all of the events or results anticipated by these forward-looking statements may not occur.  The X-Change Corp. does not undertake any duty nor does it intend to update the results of these forward-looking statements.

CONTACT INFORMATION

Mr. Fernando Gomez, Executive VP      

Connected Media Technologies, Inc.

Tel: 310.601.3165

E-mail info@ConnectedMediaTech.com

Web: www.ConnectedMediaTech.com