SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 26, 2002 The X-Change Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 0-41703 43-1594165 - --------------------- -------------------------------------- ------------------- - --------------------- -------------------------------------- ------------------- (State of other (Commission (IRS Employer jurisdiction of File Number) Identification incorporation) Number) 36 West 44th Street, Suite 1201, New York, New York 10036 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (646) 728-7023 Item 7. FINANCIAL STATEMENTS AND EXHIBITS c) Exhibits. The following exhibit is filed with this document: Exhibit Number Description 99.1 Revised and updated description of the business of the Company, its proposed annual meeting for 2002 and disclosure of the security ownership of certain beneficial owners and management. ITEM 9. REGULATION FD DISCLOSURE. A revised and updated description of the business of the Company, its proposed annual meeting for 2002 and disclosure of the security ownership of certain beneficial owners and management is furnished as Exhibit 99.1. 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 hereunto duly authorized. The X-Change Corporation By: /s/ K. Richard B. Niehoff ---------------------------------------- Title: Chief Executive Officer ---------------------------------------- Date: June 26, 2002