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):
OCTOBER 31, 2006 (OCTOBER 26, 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
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(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 October 26, 2006, AirGATE Technologies, Inc. ("AirGATE"), a wholly
owned subsidiary of The X-Change Corporation, entered into a Development
Agreement with Graco Children's Products, Inc. ("Graco"), a unit of Newell
Rubbermaid Inc. (the "Agreement").
Under terms of the Agreement, AirGATE will receive a total of $225,000
(the "Consideration") for development of certain technology (the "Project").
$67,500 of the Consideration is due to AirGATE upon the execution and delivery
of the Agreement. The remaining $157,500 of the Consideration shall be earned by
and paid to AirGATE upon meeting certain milestones set forth in the Agreement.
In addition, if the Project is successfully commercialized, the
Agreement provides that AirGATE will be paid a per unit royalty by Graco.
AirGATE will begin receiving the royalty, if any, at the start of production and
shall continue to receive any such royalty for a period of 7 years thereafter.
The foregoing is a summary description of certain terms of the
Agreement. The Agreement (as redacted if necessary and to the extent allowed
under applicable law as X-Change intends to seek confidential treatment of the
material confidential terms of the Agreement) will be filed as an exhibit to a
future X-Change periodic report as required by the Securities Exchange Act of
1934, as amended, and the rules promulgated thereunder. The foregoing summary is
qualified in its entirety by the text of the Agreement.
ITEM 7.01 REGULATION FD DISCLOSURE
On October 25, 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
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99.1 Press Release dated October 25, 2006 (attached hereto and
furnished but not filed).
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: October 31, 2006
THE X-CHANGE CORPORATION
By: /s/ Michael L. Sheriff
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Michael L. Sheriff
Chief Executive Officer
INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Press Release dated October 25, 2006 (attached hereto and
furnished but not filed).