UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~January~~April 2418, 2007

Pure Vanilla eXchange, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-52023				98-0442839
(Commission File Number)				(IRS Employer Identification No.)

805 Third Avenue, 15th Floor New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

	212-972-1600

(Registrant’s Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

⁭

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 52.0203 ~~Departure~~Creation of ~~Directors~~a orDirect ~~Principal~~Financial ~~Officers;~~Obligation ~~Election~~or ofan ~~Directors;~~Obligation ~~Appointment~~under ofan ~~Principal~~Off-Balance ~~Officers;~~Sheet ~~Compensatory~~Arrangement ~~Arrangements~~ of ~~Certain~~a ~~Officers~~Registrant.

OnLoan January 24, 2007, we announced that Tucker Taylor was named Chief Operating Officer and our board of directors formally approved his appointment on January 26, 2007. Mr. Taylor has been serving as an operations and management consultant for our recently acquired Nimble Group, Inc. subsidiary since July 1, 2006. Mr. Taylor held management positions with Federal Express from 1973 to 1982, retiring as Senior Vice President and General Manager of the Eastern Division. He went on to senior management positions in marketing and process improvement at Medical Care America and Columbia/HCA Healthcare Corporation. At Medical Care America, he led a quality improvement program that resulted in a successful application for the Malcolm Baldrige Award. He served on the Board of Directors of Cornell Companies from 1995 to 2005 and currently serves on the Board of Directors of American Medical and Life Insurance Company, a privately held, New York domiciled Specialty A & H insurer. Mr. Taylor graduated from Yale University in 1967 after serving five years as a carrier pilot in the U. S. Navy.Agreements

~~Mr.~~On ~~Taylor~~March 30, ~~provided~~2007, ~~consulting~~we ~~services~~entered tointo ~~Nimble~~loan ~~Group,~~agreements ~~Inc~~with ~~during~~George ~~the~~W. ~~period~~Benedict, Thomas R. ~~from July 1~~Fanning, ~~2006~~and toJed ~~December 1~~Schutz,, ~~2006~~relating ~~and~~to ~~his~~short ~~aggregate~~term ~~compensation~~loans ~~for~~they ~~such~~provided to us ~~services~~during ~~was~~the ~~$59,088.~~period ~~Mr.~~from ~~Tucker’s~~February ~~annual~~14, ~~salary~~2007 asto ~~Chief~~March ~~Operating~~30, ~~Officer~~2007. ~~will~~Mr. Benedict, ~~initially~~Fanning beand ~~$150,000.~~Schutz Weare ~~expect~~each ~~his~~members ~~overall~~of ~~compensation~~our toboard beof ~~set~~directors ~~forth~~and inboth Mr. ~~an employment~~Benedict ~~agreement~~and ~~that~~Schutz weare ~~expect~~our toprincipal ~~enter~~shareholders. ~~into~~Our ~~with~~entry ~~him.~~into ~~The~~these ~~material terms~~loan ofagreements ~~his~~was ~~overall~~reported ~~compensation~~on ~~and~~our ~~the~~Current ~~employment~~Report ~~agreement~~on ~~will~~Form be8-K ~~the~~filed ~~subject~~on April 6, of2007 aand ~~subsequent~~the ~~report~~agreements onwere ~~Form~~filed ~~8-K~~as exhibits to the report.

On ~~December 6~~April 18, ~~2006~~2007, we issued a promissory note pursuant to the agreement with Mr. ~~Tucker~~Schutz in ~~loaned~~the ~~Nimble~~principal ~~Group,~~amount ~~Inc.~~of $~~100~~310,000, ~~and~~representing ~~was~~advances ~~issued~~of $190,000 and ~~a 15%~~$120,000 ~~convertible~~made ~~note~~to ~~due~~us ~~December~~on 6April 12 and April 13, 2007, ~~together~~respectively. ~~with~~The ~~36,364 five-year~~note ~~warrants~~provides for interest on the principal amount to ~~purchase~~accrue ~~shares~~monthly at the annual rate of ~~Nimble~~9.9% ~~common~~or, ~~stock~~during ~~for~~the ~~$2.75.~~continuation ~~The~~of ~~terms~~any event of default, daily at the annual rate of 15.0%. The outstanding principal amount of the note and ~~warrants~~all accrued ~~were~~and ~~substantially~~unpaid ~~the~~interest ~~same~~is asdue anand ~~aggregate~~payable upon the earlier of (i) two business days after the date on which we have raised $220,~~425~~000,000, in the ~~of such~~aggregate ~~convertible~~from ~~notes~~February ~~issued~~12, by2007, ~~Nimble.~~from Inthe ~~December~~sale ~~2006~~of our securities, ~~Nimble~~net ~~reduced~~of ~~the~~any ~~exercise~~loans ~~price~~that ofhave ~~these~~been outstanding ~~convertible~~for ~~notes~~a toterm ~~$2.25.~~of ~~Pursuant~~less tothan six months on such ~~the~~date ~~merger~~(regardless ~~agreement~~of ~~dated~~the asmaturity at the date of ~~December~~issue) 15that are repaid from the proceeds of such sales, ~~2006~~provided that all indebtedness under ~~which~~the $1,500,000 Senior Secured Convertible Note that we ~~acquired~~issued ~~Nimble~~on December 26, 2006 to Gottbetter Capital Master, Ltd. (the ~~convertible~~“Gottbetter Note”) has then been paid in full and (ii) April 5, 2008. The note may be ~~converted~~prepaid ~~into~~at 58any time and from time to time,~~044~~ ~~shares~~in ofwhole ~~our~~or ~~common~~in ~~stock~~part without premium or penalty. The note issued to atMr. aSchutz ~~conversion~~is ~~price~~subordinated ofto $1our obligations under Gottbetter Note.~~722~~ ~~per~~The ~~share~~material terms and ~~the~~conditions ~~warrants~~of ~~may~~the beGottbetter ~~exercised~~Note ~~for 47,491~~were ~~shares~~disclosed ofin our ~~common~~Current ~~stock~~Report on atForm an8-K ~~exercise~~filed ~~price~~on ofJanuary $13, 2007.~~7228.~~

~~Except~~Mr. ~~as described~~Schutz inmay declare the note immediately ~~preceding~~due ~~two~~and ~~paragraphs,~~payable ~~since~~upon the ~~beginning~~occurrence of any of the following events of default: (i) our ~~last~~failure ~~fiscal~~to ~~year,~~pay ~~there~~principal ~~has~~or interest ~~been~~or noany ~~transaction~~other amount payable under the note when the same is due or our failure to perform any ~~currently~~other ~~proposed~~obligation under the note; (ii) the institution ~~transaction~~by or against us of bankruptcy proceedings (if, in ~~which~~the wecase ~~were~~of a proceeding instituted against us, it is not dismissed within 60 days) or ~~will~~the beappointment of a trustee or receiver for us or for a ~~participant~~substantial ~~and~~part inof ~~which~~our ~~Mr.~~property; ~~Taylor~~(iii) our failure to conduct business in the ordinary course, dissolution or termination of existence; (iv) any sale, transfer, pledge, lien, grant of ~~immediate~~a security ~~family~~interest ~~members~~or ~~had~~other disposition, outside the ordinary course of business, in or ~~will~~of ~~have~~any material assets or a ~~direct~~material portion our assets or ~~indirect~~business; ~~material~~(v) any ~~interest,~~declaration ~~required~~or payment of any dividend or distribution with respect to or redemption beof ~~disclosed~~our ~~under~~capital ~~Item~~stock; ~~404~~(avi) the entry of ~~Regulation~~money judgment or similar ~~S-B.~~process in excess of $100,000 if such judgment remains unvacated for 30 days; ~~There~~or (vii) ~~are~~our nofailure ~~family~~to ~~relationships~~comply ~~between~~in ~~Mr.~~all ~~Taylor~~material ~~and~~respects ofwith ~~our~~all ~~other~~applicable ~~officers~~laws, rules, regulations or ~~directors~~orders.

~~This~~Under ~~report includes “forward-looking” statements within~~ the ~~meaning of the Private~~ ~~Securities~~loan ~~Litigation~~agreement, ~~Reform~~we ~~Act~~issued ~~of 1995~~Mr. ~~All~~Schutz ~~statements,~~a ~~other than statements of historical facts included in this report, are forward~~five-~~looking~~year ~~statements. These~~warrant ~~forward-looking statements are necessarily subject~~ to ~~risks~~purchase ~~and uncertainties including~~96, ~~but not limited to, the successful integration of~~875 ~~Nimble,~~shares ~~the successful execution~~ of our ~~business~~common ~~plan~~stock ~~and~~at ~~the~~an ~~effect of~~exercise ~~economic~~price ~~and business conditions, some~~ of ~~which~~$0.80 ~~are~~per ~~described~~share. ~~the~~We ~~annual~~issued ~~and quarterly~~the ~~reports~~warrant weand ~~file with~~ the ~~Securities~~note ~~and~~to ~~Exchange Commission~~Mr. ~~Although we believe~~Schutz ~~the expectations reflected~~ in ~~any~~reliance ~~forward-looking statements are based~~ on ~~reasonable~~Section ~~assumptions,~~4(2) weof ~~cannot give any assurance that such expectations~~the ~~will~~Securities beAct ~~fulfilled.~~of ~~Stockholders~~1933, ~~and~~as ~~potential~~amended ~~investors~~ and ~~other~~such ~~readers~~issuance ~~are urged~~was towithout ~~consider~~the ~~these factors carefully in evaluating any forward-looking~~payment ~~statements. New factors, risks and uncertainties may emerge from time to time~~of ~~that~~any ~~may~~commission ~~affect~~or the ~~forward-looking~~services ~~statements made herein. The forward-looking statements are only made as~~ of ~~the date of this report we do not undertake~~ any ~~obligation~~ ~~to publicly update such forward~~broker-~~looking statements to reflect subsequent events or circumstances~~dealer.

Copies of the loan agreement and the form of note and warrant are incorporated herein by reference to Exhibits 10.1, 4.1 and 4.2, respectively, to our Current Report on Form 8-K filed on April 6, 2007.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth under Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.

Item 9.01

Exhibits.

The following is the index of exhibits furnished in accordance with Item 601 of Regulation S-B, filed as part of this Current Report on Form 8-K or incorporated by reference herewith:

4.1	Form of Promissory Note issued by Pure Vanilla eXchange, Inc. pursuant to the loan agreements dated March 30, 2007.*

4.2	Form of Five Year Common Stock Purchase Warrant issued by Pure Vanilla eXchange, Inc. pursuant to loan agreements dated March 30, 2007.*

10.1	Loan Agreement dated March 30, 2007 by and between Pure Vanilla eXchange, Inc. and Jed Schutz.*

_______________

*Incorporated by reference to our Current Report on Form 8-K filed April 6, 2007.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Pure Vanilla eXchange, Inc.
Date: January 30, 2007	By:	/s/ Steven Yevoli
Date: April 19, 2007	By:	/s/ Steven Yevoli
	Name:	Steven Yevoli
		Name: Steven Yevoli
	Title:	Chief Executive Officer
		Title: Chief Executive Officer

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