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) October 3, 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 5. OTHER EVENTS On October 3, 2002, The X-Change Corporation announced that K. Richard B. Niehoff has resigned as the Chairman, a director and an officer of the Corporation, and that William B. Frank has been appointed the Chief Executive Officer of the Corporation. A press release announcing Mr. Niehoff's resignation and Mr. Frank's appointment is attached to this current report on Form 8-K as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit Number Description 99.1 The X-Change Corporation Press Release Issued October 3, 2002 Announcing The Resignation Of K. Richard B. Niehoff As Chairman and an Officer And Director and the Appointment Of William Frank as Chief Executive Officer. 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/ Willian B. Frank --------------------------- Title: Chief Executive Officer -------------------------------- Date: October 3, 2002