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): NOVEMBER 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
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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 8.01 OTHER EVENTS.
On November 15, 2006, AirGATE Technologies, Inc., Michael Sheriff,
Logix Consulting, Inc., James Flowers, and WaveTrac, Inc. reached an agreement
and mutual general release for a lawsuit filed by AirGATE Technologies and
Michael Sheriff on January 11, 2006. The original lawsuit styled AirGATE
Technologies, Inc., et al., v. Flowers, et al., No. 06-00278, sought damages
against the defendants for unlawful and malicious breach of contract (violation
of non disclosure provisions), breach of fiduciary duty, misappropriation of
trade secrets and other proprietary information, tortious interference with
prospective business relationships, fraud in the inducement and fraud in stock
transactions, and theft of trade secrets, among other allegations, and sought
injunctive relief. As part of the legal action, the plaintiffs also demanded the
return of 4,250,000 shares of X-Change Corporation restricted common stock
issued to Mr. Flowers.
Under the terms of the Settlement Agreement and Mutual General Release, Mr.
Flowers was granted 950,000 shares of restricted common stock of X-Change
Corporation, and agreed to return 3,300,000 shares of common stock of X-Change
Corporation to Mr. Sheriff. In addition, Mr. Flowers agreed to indemnify AirGATE
Technologies and Mr. Sheriff from any tax consequences as a result of this
settlement.
Mr. Flowers agreed to a lock-up agreement relating to his shares, which shall
also remain subject to Rule 144 promulgated under the Securities Act of 1933, as
amended, and other restrictions. The additional restrictions limit the sales of
The X-Change common stock on any given days shall be limited to the greater of:
(i) a daily total of ten percent (10%) of the average daily trading volume for
the ten (10) trading days immediately preceding the date of sale of X-Change
common stock, or (ii) 100,000 shares, per month.
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: November 30, 2006
THE X-CHANGE CORPORATION
By: /s/ Scott R. Thompson
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Scott R. Thompson
Chief Financial Officer