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 AND EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 15, 2006
THE X-CHANGE CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
002-41703 90-0156146
(Commission File Number) (IRS Employer Identification Number)
710 CENTURY PARKWAY, ALLEN, TX 75013
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(Address of principal executive offices)
972.747.0051
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(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:
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 15, 2006, The X-Change Corporation (the "Company") and
AirGATE Technologies, Inc., a wholly-owned subsidiary of the Company ("AirGATE",
and collectively with the Company, the "Borrowers"), executed a Promissory Note
with Melissa CR 364 Ltd., a Texas Limited Partnership and a current shareholder
in the Company (the "Lender"), providing the Borrowers with a $1,000,000 line of
credit.
Certain funds advanced under the note have been used to extinguish all
existing notes and accrued interest the Borrowers had accrued with shareholders
through August 15, 2006. The note carries a term of 24 months with interest
accruing at 10% per annum. Accrued interest under the note is payable quarterly
beginning November 1, 2006, and the principal and accrued interest are due upon
expiration. At the discretion of the Lender, the note may be converted into
restricted common stock of the Company at any time during the term of the note
at a conversion rate equal to $.825 per share of the Company's common stock. In
addition, the note is secured by 100% of the shares of common stock of AirGATE,
and may be prepaid at any time without penalty.
A copy of the Promissory Note is attached to this Current Report on
Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing
description of the Promissory Note is a summary description and does not purport
to be a complete statement of the parties' rights and obligations under the
Promissory Note and the transactions contemplated therein, and is qualified in
its entirety by reference to the attached copy of the agreement.
ITEM 7.01 REGULATION FD DISCLOSURE
On August 21, 2006, the Company issued a press release to announce the
transactions described in Item 1.01 of this report, a copy of which is furnished
as Exhibit 99.1 to this report and incorporated by reference herein.
The information contained in Item 7.01 of this report and in Exhibit
99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit
Number Description
- ------ -----------
10.01 Promissory Note, dated as of August 15, 2006, between The
X-Change Corporation and AirGATE Technologies, as
borrowers, and Melissa CR 364 Ltd., as lender.
99.1 Press Release dated August 21, 2006.
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SIGNATURES
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Pursuant to the requirement 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.
Date: August 21, 2006
THE X-CHANGE CORPORATION
By: /s/ Scott R. Thompson
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Scott R. Thompson
Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit
Number Description
- ------ -----------
10.01 Promissory Note, dated as of August 15, 2006, between The
X-Change Corporation and AirGATE Technologies, as
borrowers, and Melissa CR 364 Ltd., as lender.
99.1 Press Release dated August 21, 2006.
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