-----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, T0eGNn7tFwXPhVw4Fh4iiUDQHf/qeidaXJKp8KoIZBX39eFcNYpGtQlP5y8VV3a5 pD+OkijbBPbuwDwprimXmA== 0001121781-10-000183.txt : 20100419 0001121781-10-000183.hdr.sgml : 20100419 20100416185035 ACCESSION NUMBER: 0001121781-10-000183 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100416 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100419 DATE AS OF CHANGE: 20100416 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: 10755841 BUSINESS ADDRESS: STREET 1: 17120 N. DALLAS PARKWAY STREET 2: SUITE 235 CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 972-361-0036 MAIL ADDRESS: STREET 1: 17120 N. DALLAS PARKWAY STREET 2: SUITE 235 CITY: DALLAS STATE: TX ZIP: 75248 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 txc8k41610.htm THE X-CHANGE CORPORATION txc8k41610.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):  March 9, 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 Cancelling 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. On March 9th  2010 a Majority of the Shareholders of the company deem it advisable and in the best interests of the Company remove certain Company Directors ( in accordance with Sections 2.9 and 3.5 of the BYLAWS of the company) due to misrepresentations on recent acquisitions the Company entered into to wit:
 
The acquisition of Connected Media Technologies, Inc. and the companies it represented that it had acquired but had never closed on said companies and did not own.
 
The following Directors are removed from the Board of Directors;
 
Nydia Del Valle, Hugo A. Castro, Felipe Tavares, Roland-Sanchez Medina, Jr. and Juan M. Chacin.
 
The Company will not issue 400,000,000 shares of its common stock, $.001, in restricted form to Seller for Connected.


ITEM 5.02 Departure of Directors or Principal Officers; Election of Officers; Appointment of Principal Officers.
Nydia Del Valle, Hugo A. Castro, Felipe Tavares, Roland-Sanchez Medina, Jr. and Juan M. Chacin. Were removed in accordance with a vote of the majority of the shareholders of the company. A copy of the resolution is attached hereto as “Exhibit A
 
 
 
ITEM 7.01 FD Disclosure

(a)           The Company filed a press release on March 10, 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.

 
 

 


ITEM 9.01 Financial Statements and Exhibits
 
 
 Exhibit No.     Description of Exhibit  
     
 99.1*  Shareholder Resolution  
     
 99.2*  Press Release dated March 10, 2010  
 

__________________
* 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:  March 10, 2010




 
 

 

EX-99.1 2 ex99one.htm SHAREHOLDER RESOLUTION ex99one.htm
 
 


 

 
“EXHIBIT A”

ACTION BY WRITTEN CONSENT
OF THE
MAJORITY SHAREHOLDERS
 OF
THE X-CHANGE CORPORATION

IN LIEU OF SPECIAL MEETING

The undersigned (see attached e-mail), constituting the holder of approximately 68% of the issued and outstanding common stock of The X-Change Corporation, a Nevada Corporation (the “Company”), hereby consents to and adopts the following resolutions:

WHEREAS, the Majority Shareholders of the company deem it advisable and in the best interests of the Company remove certain Company Directors ( in accordance with Sections 2.9 and 3.5 of the BYLAWS of the company) due to misrepresentations on recent acquisitions the Company entered into to wit:
 
The acquisition of Connected Media Technologies, Inc. and the companies it represented that it had acquired but had never closed on said companies.
 
NOW, THEREFORE, BE IT RESOLVED, that the following Directors are removed from the Board of Directors;
 
Nydia Del Valle, Hugo A. Castro, Felipe Tavares, Roland-Sanchez Medina, Jr. and Juan M. Chacin.
 
IN WITNESS WHEREOF, the undersigned have executed this Consent as of the 9th  day of March, 2010.  This Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same Consent.
 
   Midland Trading, Inc.     K&D Equity Investments, Inc  
   (7,100,000 Shares Of record)     (51,000,000 shares of record  
       
   By: /s/ Gary Ortmeier  By: /s/ Michele Sheriff  
   Authorized Officer  Authorized Officer  
       
   Midas Holdings, Inc.     South Beach Live, Inc.  
   (7,200,000 Shares of Record)     (8,250,000 shares of record)  
       
   By:  /s/ Patricia Sedillo  By: /s/ Charles Stidham  
   Authorized Officer  Authorized Oficer  
 

 
 

 

EX-99.2 3 ex99two.htm PRESS RELEASE ex99two.htm
 
 


 



PRESS RELEASE


LOS ANGELES, March 10 /PRNewswire-FirstCall/ -- The X-Change Corporation (OTC:XCHC.PK.ob - News), announced the dismissal of members of its Board of Directors and Officers.
 
In an action by shareholders on March 9, 2010, certain members of the board of directors were dismissed. In addition, the Company has reversed its merger with Connected Media Technologies, Inc., on the basis of improprieties in that company's representations of its assets. The Company has not issued the 400 million shares of its common stock for this transaction and will not be acquiring any assets but will develop its assets from within the Company. Additional stock will not be issued for assets.
 
Dismissed today by company Shareholders, voting more than two-thirds of the outstanding stock, were President and CEO Nydia Del Valle and directors Hugo A. Castro, Felipe Tavares, Roland-Sanchez Medina, Jr., and Juan M. Chacin.
 
About The X-Change Corporation
 
The X-Change Corporation is a multimedia and e-commerce venture serving the diverse and growing Hispanic markets of North America, including Canada, North America, and Mexico through the provision of services tailored to their cultural expectations and preferences. These services initially include a bilingual home shopping network accessible through the web, mobile devices, and TV, and an entertainment service delivering Latino-targeted content to web browsers and mobile devices. The Company intends to seek out or build complementary products that help it achieve its goals for growth and profitability.
 
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 Corporation does not undertake any duty nor does it intend to update the results of these forward-looking statements.
 

 
Contact Information
 
Mr. Fernando A. Gomez, Executive Vice President
 
Email:  info@xchccorp.com
 
Tel:   +1 310 490 0008
 
Web:  www.xchccorp.com
 
   
 
 

 
 
 

 

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