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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: September 8, 2010
The X-Change Corporation
(Exact name of small business issuer as specified in its charter)
Commission File Number: 002-41703
Nevada 90-0156146
(State of incorporation) (IRS Employer ID Number)
12655 North Central Expressway, Suite 1000 Dallas TX 75243
(Address of principal executive offices) (Zip Code)
(972) 386-7350
(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 (17
CFR230.425)
[ ] 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))
ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS
On September 8, 2010, in conjunction with the abandonment of the previously
disclosed current business plan consisting of the development and implementation
of a Latino-targeted media delivery service and a bilingual home shopping
network, The X-Change Corporation (Company) announced the resignation of
Fernando Gomez, Richard Steele, and Ron Vigdor from its Board of Directors and
as officers of the Company.
Haviland Wright continues as the Company's sole officer and director.
ITEM 8.01 - OTHER EVENTS
PROSPECTIVE ACQUISITION
On September 8, 2010, The X-Change Corporation (Company) announced the pending
acquisition of Genesis Key, Inc. (Genesis Key), based in Washington, DC. This
acquisition is subject to the execution of a definitive agreement and the
completion of appropriate due diligence by all parties.
The terms of the acquisition will involve a change in control of the Company and
the appointment of new directors. It is anticipated that the Company will issue
16,000,000 shares of restricted, unregistered common stock of the Company to the
shareholders of Genesis Key in exchange for 100% of the issued and outstanding
stock of Genesis Key.
Genesis Key is a US information technology company developing
secure-mobile-to-enterprise-communications technologies that enable private
voice, data, video, and other media across multiple operating systems, devices,
carriers and protocols. The Company's management and Genesis Key believe that
Genesis Key's flagship product, SecurVoice(C), is the world's first totally
secure digital communication software-only solution. This product effectively
secures and protects any global voice connection between and within all types of
cell, satellite, PBX, SDR and VOIP environments. SecurVoice(C)is an application
platform that is device- and carrier-independent and works with all legacy
systems, operating on top of existing network carriers. Genesis Key delivers
system-level technology solutions to wireless markets. SecurVoice(C) serves both
the global public and private sectors.
Genesis Key is a Delaware corporation founded October 7, 2008. Genesis Key's
management team includes experienced technology entrepreneurs and business
professionals from the consumer, finance, technology, government and homeland
security industries, with substantial experience in health, law enforcement,
defense, financial, and emergency management industries. An advisory board
includes Steve I. Cooper, former CIO for the White House, the Department of
Homeland Security, the American Red Cross, and now the CIO of the Air Traffic
Controllers technology modernization division of the FAA.
SecurVoice(C) addresses the protection of the increasing number of wireless
phones in circulation. The Gartner Group estimates 3.6 billion mobile devices
will be in use by the end of 2010. The primary commercial target markets
include: the World Health Organization, organizations regulated by HIPPA for
voice and data electronic transmission of patient health records; financial
institutions that require secure client communications to comply with federal
regulations; crisis coordinators that require interoperability with all state
and local emergency services; developing nations that do not have an
infrastructure of secure telephony for data transmissions; privileged
communications; commerce and industry; and individuals who require privacy in
their communications.
SecurVoice(C) will be delivered through commercial and government resellers,
including SecurDigital of Europe Ltd. (serving the European Union and the Middle
East) and SecurDigital Latin America (for Central and South America). Additional
distribution channels are being developed.
Senior management of the Company, subsequent to the closing of this transaction,
will include W. Steven Garrett, Genesis Key founder and CEO; Frank R. Mitchell,
executive vice president for advanced projects and chief engineer; Chuck
Nettleship, executive vice president for global solutions; Will Corry, executive
vice president for commercial business development; Eric Rosborg (Major General,
US Air Force, Retired), director; and Dean Clifford Bragdon, member of the board
of advisors and director of the Global Center for Preparedness and Resiliency at
the Florida Institute of Technology.
2
EXECUTIVE BIOS
W. Steven Garrett, Chairman and CEO of Genesis Key, Inc. and SecureDigital,
Inc.(a division of Genesis Key), has forty years experience involved with
leading advanced technology start-up companies. He has a knowledge and
experience in the management of technology and engineering, franchising,
manufacturing, and marketing and sales on a global basis. Mr. Garrett was
formerly president of CHDT Corporation, Diversified Technologies Group, Inc.,
and CNH Holdings, and he is a director of the Global Center for Preparedness and
Resilience. Mr. Garrett is also the CEO of the PGC Consortium, developers of
systems that design and develop hardened, secure above-ground buildings. Mr.
Garrett attended Temple University.
Major General Eric J. Rosborg, Director, possesses more than 30 years experience
in aerospace operations, primarily in systems and support, with a focus on
strategic planning and international security cooperation. His background
includes global operations and partnership development. Gen. Rosborg most
recently served as Chief, Office of Defense Cooperation, Turkey. He earned a
Bachelor of Science degree from the US Air Force Academy, the Master of Science
degree in personnel management from Troy State University, and the Master of
Science Degree in national security strategy from the National War College.
During a distinguished career in the US Air Force, his most recent command was
the 4th Fighter Wing at Seymour Johnson Air Force Base, North Carolina. Prior to
assuming his current position, he served as Assistant Deputy Undersecretary of
the Air Force for International Affairs.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description of Exhibit
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99.1 September 8, 2010 Press Release
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 thereunto duly authorized.
THE X-CHANGE CORPORATION
Dated: September 10, 2010 By: /s/ Haviland Wright
-----------------------------------
Haviland Wright
Chief Executive Officer and
Acting Chief Financial Officer
