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): ~~June~~July 2920, 2007

Pure Vanilla eXchange, Inc.

Pure Vanilla eXchange, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

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)

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):

o ⁭ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ⁭ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ⁭ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ⁭ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 24.0301 ~~Creation~~Changes ofin aRegistrant’s ~~Direct~~Certifying ~~Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Accountant.

~~Loan~~On ~~Agreements~~July 30, 2007, Imowitz Koenig & Co., LLP (the “Former Accountant”) notified Pure Vanilla eXchange, Inc. (the “Company”) that the Former Accountant declines to stand for reappointment as the Company’s principal accountant. The Former Accountant’s audit reports on the Company’s financial statements for the years ended December 31, 2006 and 2005 did not contain an adverse opinion or disclaimer of opinion, nor were they modified as to uncertainty, audit scope, or accounting principles, except that the Former Auditor’s report on the Company’s financial statements for each of the fiscal years ended December 31, 2006 and 2005 included an explanatory paragraph describing the uncertainty as to the Company's ability to continue as a going concern. During the years ended December 31, 2006 and 2005, and through the interim period ended July 30, 2007, there was no disagreement between the Company and the Former Accountant that would be required to be disclosed under Item 304(a)(1)(iv)(A) of Regulation S-B. During the years ended December 31, 2006 and 2005 and through the interim period ended July 30, 2007, the Former Accountant did not advise the Company with respect to any of the matters described in Item 304(a)(1)(iv)(B) of Regulation S-B.

On ~~March~~August 3013, 2007, wethe ~~entered~~Company ~~into~~provided ~~loan~~the ~~agreements~~Former Accountant with ~~George~~the W.disclosures ~~Benedict, Thomas R.~~set ~~Fanning,~~forth ~~and~~under ~~Jed~~this ~~Schutz,~~Item ~~relating~~4.01 toand ~~short~~requested ~~term~~in ~~loans~~writing ~~they~~that ~~provided~~the toFormer ~~us during~~Accountant furnish the ~~period~~Company ~~from~~with ~~February~~a ~~14,~~letter ~~2007~~addressed to ~~March~~the ~~30,~~Securities ~~2007.~~and ~~Mr. Benedict, Fanning~~Exchange ~~and Schutz~~Commission ~~are~~(the ~~each~~“Commission”) ~~members~~stating ofwhether ~~our~~or ~~board~~not ofthey ~~directors~~agree ~~and~~with ~~both Mr~~such disclosures. ~~Benedict and~~A ~~Schutz~~copy ~~are principal shareholders. Our entry into these loan agreements was~~of ~~reported~~the onletter ~~our~~delivered ~~Current~~to ~~Report~~the onCompany ~~Form~~by ~~8-K~~the ~~filed~~Former onAccountant ~~April~~in 6,response ~~2007 and~~ to the ~~agreements~~Company’s ~~were~~request ~~filed~~is asattached ~~exhibits~~hereto toas ~~the~~Exhibit ~~report~~16. 1.

~~On June 29,~~Item ~~2007, we issued three promissory notes pursuant to the agreements with Mr~~5. ~~Schutz,~~02 ~~Mr.~~Departure ~~Benedict and Mr. Fanning in the respective principal amounts~~ of ~~$25,000~~ ~~representing~~Directors ~~advances aggregating $75,000 made to us on June 29, 2007. The notes provide for interest on the principal amount to accrue monthly at the annual rate of 9.9%~~ or, ~~during~~Principal ~~the~~Officers; ~~continuation~~Election of ~~any~~Directors; ~~event~~Appointment of ~~default,~~Principal ~~daily at~~Officers; ~~the~~Compensatory ~~annual~~Arrangements ~~rate~~ of ~~15.0%.~~Certain The outstanding principal amount of the notes and all accrued and unpaid interest is due and payable upon the earlier of (i) two business days after the date on which we have raised $20,000,000, in the aggregate from February 12, 2007, from the sale of our securities, net of any loans that have been outstanding for a term of less than six months on such date (regardless of the maturity at the date of issue) that are repaid from the proceeds of such sales, provided that all indebtedness under the $1,500,000 Senior Secured Convertible Note that we issued on December 26, 2006 to Gottbetter Capital Master, LtdOfficers. (the “Gottbetter Note”) has then been paid in full and (ii) April 5, 2008. The notes may be prepaid at any time and from time to time, in whole or in part without premium or penalty. The notes are subordinated to our obligations under Gottbetter Note. The material terms and conditions of the Gottbetter Note were disclosed in our Current Report on Form 8-K filed on January 3, 2007.

~~The~~On ~~note~~July ~~holders~~20, ~~may~~2007, ~~declare~~George ~~the~~W. ~~notes~~Benedict ~~immediately due~~ and ~~payable upon the occurrence~~Thomas ofR. ~~any of the following events of default: (i) our failure to pay principal or~~Fanning ~~interest or any other amount payable under the note when the same is due or~~resigned ~~our failure~~as tomembers ~~perform any other obligation under the note; (ii) the institution by or against us~~ of ~~bankruptcy proceedings (if, in~~ the ~~case~~Company’s ofboard ~~a proceeding instituted against us, it is not dismissed within 60 days) or the appointment~~ of a ~~trustee~~directors oreffective ~~receiver~~immediately. ~~for us or for a substantial part of our property; (iii)~~Neither ~~our~~Mr. ~~failure~~Benedict’s tonor ~~conduct~~Mr. ~~business~~Fanning’s inresignation ~~the~~was ~~ordinary course, dissolution or termination of existence; (iv) any sale, transfer, pledge, lien, grant of a security interest or other disposition, outside~~ the ~~ordinary~~result ~~course~~ of ~~business, in or of any material assets or~~ a ~~material portion our assets or business;~~disagreement ~~(v) any declaration or payment of any dividend or distribution~~ with ~~respect~~management ~~to or redemption~~regarding ~~of our capital stock; (vi)~~ the ~~entry~~operations, ofpolicies ~~money judgment~~ or ~~similar process~~practices ~~in excess~~ of ~~$100,000 if such judgment remains unvacated for 30 days;~~the ~~or (vii) our failure to comply in all material respects with all applicable laws, rules, regulations or orders~~Company.

~~Under~~On ~~the~~July ~~loan~~23, ~~agreements~~2007, weJohn ~~issued~~Cook ~~five-year~~resigned ~~warrants~~as tothe ~~purchase~~Company’s ~~23,439~~principal ~~shares~~accounting ofofficer ~~our common~~effective ~~stock~~immediately. ~~at an exercise price of $0~~Mr.80 ~~per~~Cook’s ~~share~~resignation towas ~~Mr.~~not ~~Schutz,~~the ~~Mr.~~result ~~Benedict~~of a ~~and~~disagreement ~~Mr.~~with ~~Fanning.~~management Weregarding ~~issued~~ the ~~warrants~~operations, ~~and~~policies ~~the~~or ~~notes in reliance on Section~~practices ~~4(2)~~ of the ~~Securities~~Company. ~~Act~~The ofCompany ~~1933,~~hired asJoseph ~~amended~~Schmidt ~~and~~to ~~such~~serve ~~issuance~~as ~~was~~its ~~without~~Controller ~~the payment~~effective ofupon ~~any~~Mr. ~~commission~~Cook’s ~~or the services of any broker-dealer~~resignation.

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:

416.1 ~~Form~~Letter offrom ~~Promissory~~Imowitz ~~Note~~Koenig ~~issued~~& ~~by Pure Vanilla eXchange~~Co., ~~Inc.~~LLP ~~pursuant~~dated toas ~~the~~of ~~loan~~August ~~agreements dated March 30~~13, 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.*

10.3 Loan Agreement dated March 30, 2007 by and between Pure Vanilla eXchange, Inc. and George Benedict.*

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: July 6, 2007	By:	/s/ Steven Yevoli
		Name: Steven Yevoli
		Title: Chief Executive Officer

	Pure Vanilla eXchange, Inc.


Date: August 13, 2007	By: /s/ Steven Yevoli Name: Steven Yevoli Title: Chief Executive Officer

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