0001165527-11-000301.txt : 20110401 0001165527-11-000301.hdr.sgml : 20110401 20110401101049 ACCESSION NUMBER: 0001165527-11-000301 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110324 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110401 DATE AS OF CHANGE: 20110401 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: 11729055 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 g4972.txt CURRENT REPORT DATED 3-24-11 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act March 24, 2011 Date of Report (Date of Earliest Event Reported) Commission File No. 002-41703 THE X-CHANGE CORPORATION (Exact name of Registrant as specified in its charter) Nevada, USA 90-0156146 (State of Incorporation) (IRS Employer Identification No.) 7120 Dallas Parkway Suite 235, Dallas TX 75248 (Address of principal executive offices) (Zip Code) (972) 386-7360 (Company's telephone number, including area code) ITEM 5.03 AMENDMENTS TO THE ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. On January 31, 2011, the Board of Directors of The X-Change Corporation (the "Company") and its majority shareholder approved an amendment to its Articles of Incorporation increasing the authorized capital of the Company from 37,500,000 shares of common stock, par value $.001 and 3,750,000 shares of preferred stock, par value $.001, to 750,000,000 shares of common stock and 75,000,000 share of preferred stock. The Amended Articles were filed with the Nevada Secretary of State on March 22, 2011, the effective date of the amendment. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits NUMBER EXHIBIT ------ ------- 3.5 Amendment to Certificate of Incorporation SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. March 30, 2011 THE X-CHANGE CORPORATION /s/ Haviland Wright --------------------------------------- Haviland Wright, CEO 2 EX-3.5 2 ex3-5.txt CERTIFICATE OF AMENDMENT Exhibit 3.5 ROSS MILLER Secretary of State Document Number 254 Norht Carson Street, Ste 1 20110211823-71 Carson City, Nevada 89701-4299 Filing Date and Time (776) 684 5708 03/22/2011 1:06 PM Website: www.nvsos.gov Entity# C26603-2000 Filed in the office of /s/ Ross Miller Ross Miller Certificate of Amendment Secretary of State (Pursuant to NRS 78.380) State of Nevada ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock) 1. Name of Corporation: THE X-CHANGE CORPORATION 2. The articles have been amended as follows (provide article numbers, if available): Section 4.1 of Article IV is amended to increase the authorized shares of the Corporation to 750,000,000 shares of common stock, par value $.00.1, and 75,000,000 shares of preferred, stock, par value $.001. All other provisions of Section 4.1 and Article IV not specifically changed herein remain unchanged. 3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 69.00% 4. Effective date of filing (optional): (must be no later than 90 days after the certificate is filed) 5. Officer Signature (Required) /s/ Haviland Wright ------------------------------ * If any proposed amendment would alter or change any preferences or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote. In addition to the affirmative vote otherwise required of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof. IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected. This form must be accompanied by appropriate fees.