UNITED STATES
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): March 10, 2011
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 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
APPOINTMENT OF OFFICER AND DIRECTOR
On May 31, 2011, the Board of Directors of The X-Change Corporation (the
"Company") appointed R. Wayne Duke as a director of the Company to fill a vacant
seat on the Board. On March 10, 2011, the Board of Directors of the Company
appointed John L. McGuire as a director, also filling a vacancy.
R. Wayne Duke is chairman and chief executive officer for Industrial
Clearinghouse, a large clearinghouse for industrial MRO products serving the
petroleum industry, a position he has held since 1990.
John L. McGuire was formerly chief financial officer at Tyson Foods, Inc.
(NYSE:TSN), a position he served in from 1969 to 1983. Mr. McGuire is a CPA and
a member of the American Institute of Certified Public Accounts. He has also
served numerous boards of directors, for both private and public companies. Mr.
McGuire graduated from the University of Arkansas Walton School of Business.
Both Mr. Duke and Mr. McGuire bring extensive business experience, in both
public and private company operations.
There have been no related party transactions between Messrs. Duke and McGuire
and the Company. Mr. Duke and Mr. McGuire have no family relationships with any
director or executive officer of the Company, or persons nominated or chosen by
the Company to become directors or executive officers. There are no
transactions, since the beginning of the Company's last fiscal year, or any
currently proposed transaction, in which the Company was or is to be a
participant and the amount involved exceeds the lesser of $120,000 or one
percent of the average of the Company's total assets at year-end for the last
three completed fiscal years, and in which Mr. Duke or Mr. McGuire had or will
have a direct or indirect material interest. There is no material plan, contract
or arrangement (whether or not written) to which Mr. Duke or Mr. McGuire are a
party or in which they participate that is entered into or material amendment in
connection with our appointment of Mr. Duke or Mr. McGuire or any grant or award
to Mr. Holden or Mr. McGuire modification thereto, under any such plan, contract
or arrangement in connection with our appointment of Mr. Duke or Mr. McGuire.
ITEM 7.01 FD DISCLOSURE.
(a) The Company issued press releases on March 10, 2011 and June 6, 2011, copies
of which are attached hereto as an exhibits.
(b) The information contained in this Form 8-K shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933
or the Securities Exchange Act of 1934, except as expressly set forth by
specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description of Exhibit
----------- ----------------------
99(xi)* March 10, 2011 Press Release
99(xii)* June 6, 2011 Press Release
----------
* filed herewith
2
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.
June 17, 2011 THE X-CHANGE CORPORATION
/s/ Haviland Wright
---------------------------------------
Haviland Wright, CEO
3