Attached files
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
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10.18* Settlement Agreement and Addendum To Securities Repurchase
Agreement And Convertible Debentures
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* 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
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Name: R. Wayne Duke
Title: President