0001165527-11-000512.txt : 20110531 0001165527-11-000512.hdr.sgml : 20110530 20110531102649 ACCESSION NUMBER: 0001165527-11-000512 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110525 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110531 DATE AS OF CHANGE: 20110531 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: 11880008 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 g5175.txt CURRENT REPORT DATED 5-25-11 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 OF 1934 Date of Report: May 25, 2011 THE X-CHANGE CORPORATION (Exact name of small business issuer as specified in its charter) Commission File Number: 002-41703 Nevada 90-0156146 (State of incorporation) (IRS Employer ID Number) 12655 North Central Expressway, Suite 1000 Dallas TX 75243 (Address of principal executive offices) (Zip Code) (972) 386-7350 (Registrant's telephone number) 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 CFR230.425) [ ] 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 8.01 - OTHER EVENTS On May 25, 2011 The X-Change Corporation ("Company") announced that it had closed on the purchase of a Casino Ship located in Freeport, Texas. The acquisition was purchased by LDC Collection Systems, Inc., a Texas subsidiary of The X-Change Corporation. The purchase price was 2,000,000 shares of newly issued restricted common stock of the Company. The Casino ship, known as The Texas Star Casino, is a 155-foot ocean going vessel equipped with 250 slot machines and various table games. The ship also has facilities for entertainment, beverage service and dining. It is anticipated that the ship will operate beyond the 9-mile state territorial limit in the Gulf of Mexico. It is anticipated that the Company will enter into an operating agreement with a Nevada licensed operator to operate the gaming on the ship. The ship was purchased from CJP Entertainment LLC, a Missouri corporation. The ship was built in 1977 and updated in 1986. It was previously operated in Georgia and Florida. The fact that it will be operating beyond the 9-mile State of Texas territorial limit means it does not require a gaming license from the State of Texas. ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description of Exhibit ----------- ---------------------- 99.1 May 25, 2011 Press Release SIGNATURES 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. THE X-CHANGE CORPORATION Dated: May 31, 2011 By: /s/ Haviland Wright ------------------------------------ Haviland Wright Chief Executive Officer and Acting Chief Financial Officer 2 EX-99.1 2 ex99-1.txt PRESS RELEASE DATED 5-25-11 EXHIBIT NO. 99.1 The X-Change Corporation File No. 002-41703 Form 8-K Report date: May 31, 2011 PRESS RELEASE FOR IMMEDIATE RELEASE DALLAS, TX--(Marketwire - 05/25/11) - The X-Change Corporation (Pinksheets:XCHC - News) today announced that through its subsidiary, LDC Collections Systems, Inc., it has acquired a 155-foot ship called The Texas Star Casino, fully equipped as an offshore casino and entertainment destination. The ship was acquired from CJP Entertainment, LLC in an all-stock transaction for 2,000,000 shares of newly issued X-Change restricted common stock. The casino ship has 250 slot machines, various gaming tables including poker, craps, and roulette. The ship is currently located in Freeport, Texas, and the Company intends to find appropriate dockage in the Galveston area. The Texas Star was built in 1977 and converted to its present form in 1986. It has a cruising speed of 11 knots and will operate outside the nine-mile Texas sovereignty limit, providing entertainment, drinks and dining, and two bars with a galley to serve light food. The Company is currently in talks with a Nevada licensed gaming operator to joint venture the operation of the ship. There will be some improvements made on the ship and the equipment for customer comfort prior to starting operations. It is currently the plan to have the ship in operation at the beginning of the fall season. Additional information can be found on the company web site at xchccorp.com. "In addition, we are pleased to announce today the appointment of a third outside director to X-Change's board," said X-Change CEO, Dr. Haviland Wright. "R. Wayne Duke is the Dallas-based chairman and CEO of Industrial Clearinghouse, a large clearinghouse for industrial MRO products serving the petroleum industry." ABOUT THE X-CHANGE CORPORATION ?The X-Change Corporation is a publicly traded company. In March, 2010, X-Change began a restart after a period of dormancy. Management believes that the new direction indicated by the acquisition of The Texas Star will better serve the Company's shareholders. FORWARD-LOOKING STATEMENTS?Information provided and statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this press release and X-Change Corporation assumes no obligation to update the information included in this press release. Statements made in this press release that are forward-looking in nature may involve risks and uncertainties. These statements include, without limitation, statements regarding the effects or benefits of the proposed transaction and often include words such as "approximately," "believe," "expect," "anticipate," "intend," "plan," "estimate," "may," "will," "continue" or similar expressions. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about X-Change Corporation's industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond X-Change Corporation's control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, without limitation, specific factors discussed herein and in other releases and public filings made by X-Change Corporation (including X-Change Corporation's filings with the SEC). Although X-Change Corporation believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, X-Change Corporation also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this press release. CONTACT: CONTACT INFORMATION: Haviland Wright President & CEO Email: info@xchccorp.com Tel: 1 (972) 386-7360 Web: www.xchccorp.com