UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
Washington, DC 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): February 4, 2014
 
XHIBIT CORP.
(Exact name of registrant as specified in its charter)
 
Nevada
(State or other jurisdiction
of incorporation)
000-52678
(Commission
File Number)
20-0853320
(IRS Employer
Identification No.)

1520 E. Pima St., Phoenix, AZ 85034
(Address of principal executive offices) (Zip Code)

(602) 281-3554
(Registrant's telephone number)


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:
 
¨      Written communications pursuant to Rule 425 under the Securities Act
 
¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 
 
 



 
 
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.

On February 4, 2014, James D. Staudohar resigned from his position as a director of Xhibit Corp. (the "Company").  Mr. Staudohar has informed the Company that there were no disagreements with the Company relating to its operations, policies or practices that led to his resignation.

 
 
 

 
 
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.
 
Dated:  February 10, 2014
 
 
Xhibit Corp., a Nevada corporation
 
 
 
 
By: /s/ Scott Wiley
       Scott Wiley, CFO and Acting CEO