8-K

 

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 Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 22, 2008

X-Change Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Nevada	002-41703	900156146
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
710 Century Parkway, Allen, Texas		75013
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 972-747-0051 x113

Not Applicable
______________________________________________
Former name or former address, if changed since last report

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.

As reported on a previous Current Report on Form 8-K filed by The X-Change Corporation (the "Company") on August 28, 2006 (the "August 2006 Form 8-K"), 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 (the "Lender"), providing the Borrowers with a $1,000,000 line of credit (the "Note").

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 were due on August 15, 2008 (the "Maturity Date"). 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 $0.825 per share of the Company’s common stock. In addition, the Note is secured by 100% of the shares of common s tock of AirGATE.
A copy of the Note is attached to the August 2006 Form 8-K as Exhibit 10.1. The foregoing description of the Note is a summary description and does not purport to be a complete statement of the parties’ rights and obligations under the Note, and is qualified in its entirety by reference to the copy of the Note filed as an exhibit to the August 2006 Form 8-K.

On the Maturity Date, the Company did not make the required payment of the entire outstanding principal and accrued interest due under the Note. The Note provides that such failure to make payment, if not remedied by August 25, 2008, would constitute an event of default under the Note.

On August 22, 2008, the Company, AirGATE and the Lender entered into an Amendment to Promissory Note (the "Amendment") amending the Note. The Amendment extended the Maturity Date of the Note to December 15, 2008. In connection with the Amendment, the Borrower paid Lender (i) $100,000 to be applied against the outstanding princi pal of the Note, (ii) all interest on the Note accrued through August 15, 2008, and (iii) $4,500, representing Lender’s attorneys’ fees and costs in connection with the Amendment.

After the application of the $100,000 principal payment against the outstanding principal under the Note, the outstanding principal owed under the Note was $697,794. Interest payments are due on the 15th of each month beginning September 15, 2008. If either Borrower effects a corporate financing transaction before December 15, 2008, pursuant to which one or both of the Borrowers receives in excess of $300,000 through the issuance of debt or equity or a combination thereof, the Borrowers have agreed to remit to Lender, in payment of the Borrowers’ obligations under the Note, the entire net proceeds of such transaction, or such smaller amount of net proceeds as is necessary to pay the entire outstanding principal amount of the Note, plus all accrued interest.
A copy of the Amendment is attached to t his Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Amendment is a summary description and does not purport to be a complete statement of the parties’ rights and obligations under the Amendment and is qualified in its entirety by reference to the attached copy of the Amendment.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

See Item 1.01 above. The events described in Item 1.01 resulted in an increase for the Borrowers’ direct financial obligation in the amount of $4,500, which the Borrowers paid to reimburse Lender for its attorneys’ fees and costs in connection with the Amendment.

Item 9.01 Financial Statements and Exhibits.

Exhibit 10.1 Amendment to Promissory Note, dated as of August 22, 2008, by and among The X-Change Corporation, AirGATE Technologies, Inc. and Melissa CR364 Ltd.

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 hereunto duly authorized.

	X-Change Corporation
August 28, 2008	By:	/s/ George DeCourcy
		Name: George DeCourcy
		Title: CFO

Exhibit Index

Exhibit No.	Description
10.1	Amendment to Promissory Note, dated as of August 22, 2008, by and among The X-Change Corporation, AirGATE Technologies, Inc. and Melissa CR364 Ltd.

EX-10.1

AMENDMENT TO PROMISSORY NOTE

THIS AMENDMENT TO PROMISSORY NOTE (“Agreement”) is made and entered into as of the 22^nd day of August, 2008 by and among AirGate Technologies, Inc., a Texas corporation (“AirGATE”). The X-Change Corporation, a Nevada corporation (“X-Change” and collectively with AirGATE, the “Borrowers”), and Melissa CR364 Ltd., a Texas limited partnership (“Lender”).

WHEREAS, Borrowers jointly and severally entered into that certain Promissory Note dated August 15, 2006 (the “Note”) in the principal amount of $1,000,000 payable to Lender;

WHEREAS, as of August 15, 2008, the Note’s Maturity Date, the outstanding principal amount owed thereunder was $797,794;

WHEREAS, an Event of Default has occurred under Section 9 of the Note as a result of the Borrowers’ failure to pay the outstanding principal amount owed by the Note’s Maturity Date (the “Existing Default”);

WHEREAS, the Borrowers have requested that the Lender waive the Existing Default and extend the Note’s Maturity Date: and

WHEREAS, the Borrowers and Lender desire to amend the Note on the terms and conditions set forth below.

In consideration of the premises and the mutual covenants and agreements hereinafter contained Borrowers and Lender hereby agree as follows:

1. Borrowers and Lender hereby agree to extend the Note’s Maturity Date to December 15, 2008, which shall therefore become the date by which all remaining unpaid principal and any unpaid interest shall be due and payable.

2. Upon execution of this Agreement, Borrowers shall pay to Lender the amount of $100,000, which shall be applied to and offset the principal amount due and owing under the Note.

3. Upon execution of this Agreement, Borrowers shall pay to Lender all unpaid and accrued interest on the Note as of August 15, 2008.

4. Upon execution of this Agreement, Borrowers shall pay Lender the amount of $4,500.00, representing Lender’s reasonably incurred attorneys’ fees and costs through the execution of this Agreement, collectible pursuant to Section 2.3 of the Note.

5. Interest payments on the outstanding principal amount due under the Note shall hereinafter be remitted by Borrowers to Lender, to be received by Lender not later than the 15^th of each month, beginning on September 15, 2008.

6. In the event either of the Borrowers effects a corporate financing transaction before December 15, 2008, pursuant to which one or both of the Borrowers individually or collectively receives in excess of $300,000 in a debt and/or equity transaction, Borrowers hereby agree to remit to Lender all of the net proceeds of such corporate financing transaction (should the net proceeds be less than the outstanding principal amount due and interest obligations under the Note), or such net proceeds necessary to satisfy the outstanding principal amount due and interest obligations under the Note to the extent such net proceeds exceed the outstanding principal amount due and interest obligations under the Note.

7. Borrowers agree that the Lender’s waiver of the Existing Default specifically described herein shall not constitute and shall not be deemed a waiver of any other default or Event of Default under the Note.

8. To induce Lender to agree to the terms of this Agreement, Borrowers represent and warrant that as of the date of its execution of this Amendment, there are no claims or offsets against, or rights of recoupment with respect to, or defenses or counterclaims to Borrowers’ obligations under the Note, and in accordance therewith, Borrowers:

a. Waiver. Waive any and all such claims, offsets, right of recoupment, defenses or counterclaims, whether known or unknown, arising prior to the date of its execution of this Amendment; and

b. Release. Release and discharge the Lender, and its general and limited partners, employees, agents, affiliates and attorneys (collectively, the “Released Parties”) from any and all obligations, indebtedness, liabilities, claims, right, causes of action or demands whatsoever, whether known or unknown, suspected or unsuspected, in law or equity, which the Borrowers ever have, now have, claim to have or may have against any Released Party arising prior to the date hereof.

9. Borrowers hereby represent and warrant to Lender as follows: (a) after giving effect to this Amendment, the representatives and warranties set forth in the Note are true and correct on and as of the date hereof with the same effect as though made on and as of such date except with respect to any representations and warranties limited by their terms to a specific date; (b) the execution, delivery and performance of this Amendment has been duly authorized by all necessary action on the part of Borrowers and does not and will not: (1) violate any provision of law applicable to Borrowers, the certificates of incorporation, bylaws, partnership agreement, membership agreement, or other applicable governing document of Borrowers or any order, judgment, or decree or any court or agency of government binding upon Borrowers; (2) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Borrowers; or (3) require any approval or consent of any other person or entity under any material contractual obligation of Borrowers; and (c) the articles of incorporation, bylaws, partnership agreement, certificate of limited partnership, membership agreement, articles of organization or other applicable governing document of the Borrowers and the resolutions of the Borrowers have not been modified or rescinded and remain in full force and effect.

10. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Note, and except as expressly modified and superseded by this Amendment, the terms and provisions of the Note are ratified and confirmed and shall continue in full force and effect. Borrowers and Lender agree that the Note as amended hereby shall continue to be legal, valid, binding and enforceable in accordance with the respective terms.

BORROWERS:	LENDER:
The X-Change Corporation	Melissa CR 364 Ltd.
/s/ George DeCourcy	/s/ Charles Stidham
Name: George DeCourcy Title: C.F.O.	Name: Charles Stidham Title: G.P.
AirGATE Technologies, Inc.

/s/ Kathleen Hanafan
Name: Kathleen Hanafan
Title: President/C.O.O.