8-K/A 1 g6074.txt AMENDMENT NO. 4 TO FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 4) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 18, 2012 THE X-CHANGE CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada 002-41703 90-0156146 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 12655 North Central Expressway, Suite 1000, Dallas TX 75243 (Address of Principal Executive Office) (Zip Code) (972) 386-7350 (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 (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)) SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On June 13, 2012, The X-Change Corporation (the "Company") entered into a Settlement Agreement and Addendum to Securities Repurchase Agreement with La Jolla Cove Investors, Inc. On December 8, 2011 La Jolla Cove Investors, Inc. sued the Company in regards to a claimed breach of a convertible debenture dated August 29 and October 9, 2007. The Company filed its answer and cross complaint in the lawsuit. In June both parties determined that it would be in their best interest to settle the suit and cross complaint. As part of the settlement La Jolla Cove Investors, Inc. agreed to extend the Maturity Date of the Debentures to December 31, 2013 and to exercise approximately 2,800,000 Common Stock Warrants at One Dollar ($1.00) per Share as the Debentures are converted. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description of Exhibit ----------- ---------------------- 10.18* Settlement Agreement and Addendum To Securities Repurchase Agreement And Convertible Debentures ---------- * filed herewith 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. Date: June 18, 2012 THE X-CHANGE CORPORATION By: /s/ R. Wayne Duke -------------------------------------- Name: R. Wayne Duke Title: President 2