SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Ironman Energy Partners II LP (Last) (First) (Middle) 4545 BISSONNET, SUITE 291 (Street) BELLAIRE TX 77401 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/04/2007	3. Issuer Name and Ticker or Trading Symbol X-CHANGE CORP [ XCHC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note	12/04/2007	12/04/2012	Common Stock	3,875,000(1)	$0.2	I	See Footnote(2)
Warrant	12/04/2007	12/04/2012	Common Stock	1,937,500(1)	$0.5	I	See Footnote(2)

1. Name and Address of Reporting Person* Ironman Energy Partners II LP (Last) (First) (Middle) 4545 BISSONNET, SUITE 291 (Street) BELLAIRE TX 77401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Ironman Capital Management LLC (Last) (First) (Middle) 4545 BISSONNET, SUITE 291 (Street) BELLAIRE TX 77401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DUTT G BRYAN (Last) (First) (Middle) 4545 BISSONNET, SUITE 291 (Street) BELLAIRE TX 77401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The filing of this form 3 shall not be construed as an admission that Ironman Energy Partners II, L.P. ("Ironman Energy"); Ironman Capital Management, LLC ("Ironman Capital"), the general partner of Ironman Energy; or G. Bryan Dutt (together with Ironman Energy and Ironman Capital, the "Reporting Persons"), the manager of Ironman Capital is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of common stock of The X-Change Corporation (the "Common Stock") purchased by certian investment funds for which Ironman Energy serves as investment manager. Pursuant to Rule 16a-1, each of Ironman Energy, Ironman Capital and G. Bryan Dutt disclaim such beneficial ownership.

2. The Reporting Persons hold indirectly 5,812,500 shares of Common Stock of The X-Change Corporation (3,875,000 of which are shares of Common Stock issuable upon the conversion of a Convertible Note dated December 4, 2007, and 1,937,500 of which are shares of Common Stock issuable upon the exercise of a Warrant dated December 4, 2007) through the accounts of certain investment funds for which Ironamn Energy is the Investment Manager. Ironman Capital reports the shares held indirectly by Ironman Energy, because, as the general partner of Ironman Energy, Ironman Capital controlled the disposition and voting of the securities. G Bryan Dutt reports the shares held indirectly by Ironman Capital because he is the manager of Ironman Capital and controlls its disposition and voting decisions.

	/s/ G. Bryan Dutt, manager of Ironman Capital Management, LLC, general partner of Ironmann Energy Partners II, L.P	12/17/2007
	/s/ G. Bryan Dutt, manager of Ironman Capital Management, LLC	12/17/2007
	/s/ G. Bryan Dutt	12/17/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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