UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 10-Q

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(Mark one)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the quarterly period ended June 30, 2009

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the transition period from ______________ to _____________

                        Commission File Number: 002-41703

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                            The X-Change Corporation
             (Exact Name of Registrant as Specified in Its Charter)

         Nevada                                               90-0156146
(State of Incorporation)                             (I.R.S. Employer ID Number)

         12655 North Central Expressway, Suite 1000, Dallas, Texas 75243
                    (Address of Principal Executive Offices)

                                 (972) 386-7350
                         (Registrant's Telephone Number)

             17120 N. Dallas Parkway, Suite 235, Dallas, Texas 75248
          (Former name or former address, if changed since last report)

--------------------------------------------------------------------------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES [ ] NO [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): YES [X] NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: April 15, 2010: 136,089,746

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
<PAGE>
                            THE X-CHANGE CORPORATION

                  Form 10-Q for the Quarter ended June 30, 2009

                                Table of Contents

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

  Item 1 - Financial Statements                                               3

  Item 2 - Management's Discussion and Analysis or Plan of Operation         13

  Item 3 - Quantitative and Qualitative Disclosures About Market Risk        16

  Item 4 - Controls and Procedures                                           16

PART II - OTHER INFORMATION

  Item 1 - Legal Proceedings                                                 17

  Item 2 - Recent Sales of Unregistered Securities and Use of Proceeds       17

  Item 3 - Defaults Upon Senior Securities                                   17

  Item 4 - Submission of Matters to a Vote of Security Holders               17

  Item 5 - Other Information                                                 17

  Item 6 - Exhibits                                                          17

SIGNATURES                                                                   17


                                       2
<PAGE>
                                     PART I
ITEM 1 - FINANCIAL STATEMENTS

                            THE X-CHANGE CORPORATION
                                 BALANCE SHEETS
                       June 30, 2009 and December 31, 2008

<TABLE>
<CAPTION>
                                                                      (Unaudited)             (Audited)
                                                                        June 30,             December 31,
                                                                          2009                   2008
                                                                      ------------           ------------
<S>                                                                   <C>                    <C>
                                     ASSETS

CURRENT ASSETS
  Cash on hand and in bank                                            $         --           $     18,503
                                                                      ------------           ------------

      TOTAL CURRENT ASSETS                                                      --                 18,503
                                                                      ------------           ------------

OTHER ASSETS
  Prepaid debt financing fees, net of accumulated
   amortization of approximately $16,000 and $168,507                       13,333                914,880
                                                                      ------------           ------------

      TOTAL OTHER ASSETS                                                    13,333                914,880
                                                                      ------------           ------------

TOTAL ASSETS                                                          $     13,333           $    933,383
                                                                      ============           ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Convertible debenture payable, net of unamortized discount          $    192,866           $    137,750
  Convertible notes payable, net of unamortized discount                   669,339              1,502,582
  Accounts payable - trade                                                  15,176                     --
  Accrued interest payable                                                  51,951                  4,600
                                                                      ------------           ------------

      TOTAL CURRENT LIABILITIES                                            929,332              1,644,932
                                                                      ------------           ------------

      TOTAL LIABILITIES                                                    929,332              1,644,932
                                                                      ------------           ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock - $0.001 par value
    75,000,000 shares authorized
    none issued and outstanding                                                 --                     --
  Common stock - $0.001 par value
    750,000,000 shares authorized
    106,337,307 and 104,108,673 shares
    issued and outstanding                                                 106,337                104,109
  Additional paid-in capital                                            17,729,560             17,938,909
  Accumulated deficit                                                  (18,751,896)           (18,545,328)
                                                                      ------------           ------------
      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                (915,999)              (711,549)
                                                                      ------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                  $     13,333           $    933,383
                                                                      ============           ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>
                            THE X-CHANGE CORPORATION
                 STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                Six and Three months ended June 30, 2009 and 2008
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                     Six months         Six months       Three months      Three months
                                                       ended              ended             ended             ended
                                                      June 30,           June 30,          June 30,          June 30,
                                                        2009               2008              2009              2008
                                                    ------------       ------------      ------------      ------------
<S>                                                 <C>                <C>               <C>               <C>
REVENUES - net of returns and allowances            $         --       $         --      $         --      $         --
COST OF SALES                                                 --                 --                --                --
                                                    ------------       ------------      ------------      ------------
GROSS PROFIT                                                  --                 --                --                --
                                                    ------------       ------------      ------------      ------------
OPERATING EXPENSES
  General and administrative expenses                      1,276            101,157               518            23,626
                                                    ------------       ------------      ------------      ------------
      TOTAL OPERATING EXPENSES                             1,276            101,157               518            23,626
                                                    ------------       ------------      ------------      ------------

LOSS FROM OPERATIONS                                      (1,276)          (101,157)             (518)          (23,626)

OTHER INCOME (EXPENSE)
  Interest income                                             --                637                --                --
  Interest expense, including amortization
   of financing fees and note discounts                 (636,767)          (585,784)         (262,467)         (298,716)
  Gain on extinguishment of debt                         464,975                 --           464,975                --
  Other                                                       --              1,051                --             1,051
                                                    ------------       ------------      ------------      ------------
      TOTAL OTHER INCOME (EXPENSE)                      (171,792)          (584,096)          202,508          (297,665)
                                                    ------------       ------------      ------------      ------------
LOSS FROM CONTINUING OPERATIONS
 BEFORE PROVISION FOR INCOME TAXES                      (173,068)          (685,253)          201,990          (321,291)

PROVISION FOR INCOME TAXES                                    --                 --                --                --
                                                    ------------       ------------      ------------      ------------

LOSS FROM CONTINUING OPERATIONS                         (173,068)          (685,253)          201,990          (321,291)

DISCONTINUED OPERATIONS, NET OF INCOME TAXES
  Loss from discontinued operations, net of
   provision for income taxes of $-0- and
   $-0-, respectively                                         --           (848,005)               --          (534,163)
  Loss on disposition of discontinued operations,
   net of provision for income taxes of $-0- and
   $-0-, respectively                                    (33,500)                --                --                --
                                                    ------------       ------------      ------------      ------------

LOSS FROM DISCONTINUED OPERATIONS                        (33,500)          (848,005)               --          (534,163)
                                                    ------------       ------------      ------------      ------------

OTHER COMPREHENSIVE INCOME                                    --                 --                --                --
                                                    ------------       ------------      ------------      ------------

COMPREHENSIVE LOSS                                  $   (206,568)      $ (1,533,258)     $    201,990      $   (855,454)
                                                    ============       ============      ============      ============
Net loss per weighted-average share of common
 stock outstanding, calculated on Net Loss -
 basic and fully diluted
   From continuing operations                       $      (0.00)      $      (0.02)     $      (0.00)     $      (0.01)
   From discontinued operations                            (0.00)             (0.03)            (0.00)            (0.02)
                                                    ------------       ------------      ------------      ------------
      TOTAL                                         $      (0.00)      $      (0.05)     $      (0.00)     $      (0.03)
                                                    ============       ============      ============      ============
Weighted-average number of shares
 of common stock outstanding                         106,179,409         31,589,501       106,337,307        31,589,501
                                                    ============       ============      ============      ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>
                            THE X-CHANGE CORPORATION
                            STATEMENTS OF CASH FLOWS
                     Six months ended June 30, 2009 and 2008
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   Six months            Six months
                                                                     ended                 ended
                                                                    June 30,              June 30,
                                                                      2009                  2008
                                                                   -----------           -----------
<S>                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                          $  (206,568)          $(1,533,258)
  Adjustments to reconcile net loss to net cash
   provided by operating activities
     Equity in loss of foreclosed subsidiary                                --               848,005
     Depreciation and amortization                                     470,445               503,686
     Stock based compensation expense                                 (464,975)              101,061
     (Gain) Loss on extinguishment of debt                              (1,051)
     Expenses paid with common stock                                        --                    --
     Interest expense capitalized as principal                         118,400                62,357
     Interest expense paid with common stock                               568                    --
     Loss on foreclosure of subsidiary                                      --                    --
     Net cash used by foreclosed subsidiary                                 --                87,816
  (Increase) Decrease in
     Deferred financing fees and other prepaid expenses                     --                    --
     Current assets of foreclosed subsidiary                                --                    --
  Increase (Decrease) in
     Accounts payable and other                                         15,176                    --
     Accrued interest payable                                           47,351                 1,653
                                                                   -----------           -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                    (19,603)               70,269
                                                                   -----------           -----------
CASH FLOWS FROM INVESTING ACTIVITIES
  Fixed assets acquired by foreclosed subsidiary                            --                    --
  Cash advanced to foreclosed subsidiary                                    --              (630,000)
                                                                   -----------           -----------
NET CASH USED IN INVESTING ACTIVITIES                                       --              (630,000)
                                                                   -----------           -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Cash received on sale of common stock                                     --                    --
  Cash received on notes payable, net of fees paid                       1,100                    --
  Cash paid for debt financing fees and expenses                            --               (54,227)
  Cash paid on related party notes payable                                  --                    --
  Cash paid on convertible debenture principal                              --               (16,000)
                                                                   -----------           -----------
NET CASH USED IN FINANCING ACTIVITIES                                    1,100               (70,227)
                                                                   -----------           -----------

INCREASE (DECREASE) IN CASH                                            (18,503)             (629,958)

Cash at beginning of period                                             18,503               631,870
                                                                   -----------           -----------

CASH AT END OF PERIOD                                              $        --           $     1,912
                                                                   ===========           ===========

SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
  Interest paid for the period                                     $        --           $    18,090
                                                                   ===========           ===========
  Income taxes paid for the period                                 $        --           $        --
                                                                   ===========           ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       5
<PAGE>
                            THE X-CHANGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                       June 30, 2009 and December 31, 2008

NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

The X-Change Corporation  (Company) was incorporated under the laws of the State
of Delaware on February 5, 1969 and changed its corporate  domicile to the State
of Nevada on October 4, 2000. We were originally organized to seek merger and/or
acquisition  candidates and engaged in various transactions since our inception.
As of December 31, 2008, we have disposed of all of the assets and operations.

On July 20, 2005, the Company  exchanged  10,000,000  shares of common stock for
100%  of  the  issued  and  outstanding  stock  of  AirGATE  Technologies,  Inc.
(AirGATE).  This  transaction  made  AirGATE a  wholly-owned  subsidiary  of the
Company.

In December  2008,  the lender of a note  payable by AirGATE  began  foreclosure
proceedings  against  its  collateral,  which  included  100%  of the  Company's
holdings  in  AirGATE  and the  right  to  convert  the  note  into  restricted,
unregistered  shares of the Company's common stock.  The foreclosure  proceeding
was  consummated  on January 16,  2009 and  Company's  holdings in AirGATE  were
forfeited.  Due to the timing of this  transaction,  the foreclosure and related
disposition of AirGATE is reflected in the accompanying  financial statements as
of December 31, 2008.

On March 11, 2010, The Company announced a change in our strategic direction and
business plan to focus on offering  multimedia and e-commerce to the diverse and
growing Hispanic  markets within the United States and in other  countries.  The
Company  anticipates  having two distinct  divisions and operating each within a
wholly-owned  operating subsidiary  corporation  consisting of a Latino-targeted
media delivery service and a bilingual home shopping network. On March 25, 2010,
we formed the wholly-owned  subsidiaries - Caballo Blanco  Communications,  Ltd.
and  Commerce  Services,  Inc.  - as  Colorado  corporations  to  conduct  these
operations.

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

The  Company  follows  the  accrual  basis  of  accounting  in  accordance  with
accounting principles generally accepted in the United States of America and has
adopted a year-end of December 31.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Management further acknowledges that it is solely responsible for adopting sound
accounting  practices,   establishing  and  maintaining  a  system  of  internal
accounting  control and preventing and detecting  fraud. The Company's system of
internal  accounting  control is designed to assure,  among other items, that 1)
recorded  transactions  are valid; 2) valid  transactions  are recorded;  and 3)
transactions  are  recorded in the proper  period in a timely  manner to produce
financial  statements which present fairly the financial  condition,  results of
operations  and cash  flows of the  Company  for the  respective  periods  being
presented.

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission on its Annual Report on Form 10-K  containing the Company's
financial  statements  for the year ended  December  31, 2008.  The  information
presented  within  these  interim  financial  statements  may  not  include  all
disclosures  required by generally accepted accounting  principles and the users
of financial information provided for interim periods should refer to the annual
financial information and footnotes when reviewing the interim financial results
presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions  for Form 10-Q are unaudited and contain all material  adjustments,
consisting only of normal recurring  adjustments necessary to present fairly the
financial condition, results of operations and cash flows of the Company for the
respective interim periods  presented.  The current period results of operations
are not necessarily  indicative of results which ultimately will be reported for
the full fiscal year ending December 31, 2009.

                                       6
<PAGE>
                            THE X-CHANGE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       June 30, 2009 and December 31, 2008

NOTE C - GOING CONCERN UNCERTAINTY

As of June 30, 2009,  the Company has no  operations,  limited cash on hand, and
significant  debt  related  to the  financing  of the  operations  of its former
subsidiary,  AirGATE.  Because of these  factors,  the  Company's  auditors have
issued an audit opinion on the Company's  financial  statements which includes a
statement  describing  our going concern  status.  This means,  in the auditor's
opinion,  substantial  doubt about our  ability to  continue as a going  concern
exists at the date of their opinion.

The  Company's  current  business  plan is to focus on offering  multimedia  and
e-commerce to the diverse and growing  Hispanic markets within the United States
and in other countries.  The Company  anticipates  having two distinct divisions
and  operating  each  within a  wholly-owned  operating  subsidiary  corporation
consisting of a  Latino-targeted  media  delivery  service and a bilingual  home
shopping network.  On March 25, 2010, we formed the wholly-owned  subsidiaries -
Caballo Blanco  Communications,  Ltd. and Commerce Services,  Inc. - as Colorado
corporations to conduct these operations.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.  Further, the Company faces considerable risk in its business plan
and a potential  shortfall of funding due to any  inability to raise  capital in
the equity  securities  market.  If no additional  operating capital is received
during the next twelve  months,  the Company  will be forced to rely on existing
cash in the bank and additional  funds loaned by management  and/or  significant
stockholders.

The Company may become dependent upon additional  external sources of financing;
including being dependent upon its management and/or significant stockholders to
provide   sufficient   working  capital  in  excess  of  the  Company's  initial
capitalization to preserve the integrity of the corporate entity.

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

The Company's  certificate  of  incorporation  authorizes  the issuance of up to
75,000,000 shares of preferred stock and 750,000,000 shares of common stock. The
Company's  ability to issue preferred  stock may limit the Company's  ability to
obtain debt or equity financing, The Company's ability to issue these authorized
but  unissued  securities  may  also  negatively  impact  our  ability  to raise
additional capital through the sale of our debt or equity securities.

The Company's  current  controlling  stockholder  has  maintained  the corporate
status of the Company and has provided all nominal  working  capital  support on
the Company's behalf since the December 2008 foreclosure action.  Because of the
Company's lack of operating assets,  its continuance is fully dependent upon the
majority stockholder's  continuing support. It is the intent of this controlling
stockholder  to continue the funding the nominal  necessary  expenses to sustain
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional  future  funding.  Further,  the  Company  is at the  mercy of future
economic trends and business operations for this controlling stockholder to have
the  resources  available  to support  the  Company.  Should this pledge fail to
provide  financing,  the Company has not identified any  alternative  sources of
working capital to support the Company.

In such a restricted cash flow scenario, the Company would be unable to complete
its  business  plan  steps,  and  would,  instead,   delay  all  cash  intensive
activities.  Without  necessary cash flow, the Company may become dormant during
the next twelve months, or until such time as necessary funds could be raised in
the equity securities market.

While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach its goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.

                                       7
<PAGE>
                            THE X-CHANGE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       June 30, 2009 and December 31, 2008

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Cash and cash equivalents

     For  Statement of Cash Flows  purposes,  the Company  considers all cash on
     hand  and  in  banks,  certificates  of  deposit  and  other  highly-liquid
     investments with maturities of three months or less, when purchased,  to be
     cash and cash equivalents.

     Cash  overdraft  positions may occur from time to time due to the timing of
     making bank deposits and releasing checks, in accordance with the Company's
     cash management policies.

2. Financing Fees

     Financing fees recorded in connection  with debt issuances are amortized on
     a straight-line basis over the maturity term of the related debt.

3. Convertible Debt Instruments

     The Company  records debt net of debt  discount for  beneficial  conversion
     features  and  warrants,  on  a  relative  fair  value  basis.   Beneficial
     conversion  features are  recorded  pursuant to the  Beneficial  Conversion
     Feature and Debt Topics of the FASB Accounting Standards Codification.  The
     amounts allocated to warrants and beneficial conversion rights are recorded
     as debt  discount  and as  additional  paid-in-capital.  Debt  discount  is
     amortized to interest expense over the life of the debt.

5. Accounting for Stock Options

     The Company has adopted the  provisions  of the  Compensation  Topic of the
     FASB Accounting  Standards  Codification which requires the measurement and
     recognition of compensation expense for all share-based payment awards made
     to its employees and directors  based on estimated  fair values at the time
     of grant. In addition,  the Securities and Exchange Commission issued Staff
     Accounting Bulletin No. 107 "Share-Based  Payment" (SAB 107) in March 2005,
     which provides supplemental accounting guidance.

     The valuation techniques used in applying these provisions are sensitive to
     certain  assumptions  and  parameters  used  including the  volatility  and
     liquidity of the Company's  stock. The Black Scholes option valuation model
     used in this process was developed for use in estimating  the fair value of
     trading   options  that  have  no  vesting   restrictions   and  are  fully
     transferable.  Because the  Company's  stock  options have  characteristics
     significantly  different from those of traded options,  and because changes
     in the subjective  input  assumptions can materially  affect the fair value
     estimate,  in management's  opinion, the existing models do not necessarily
     provide a reliable single measure of the fair value of its stock options.

     The  Company  has  recorded  in the past,  and may  record  in the  future,
     substantial  non-cash  compensation expense which is not expected to have a
     significant  effect  on our  financial  condition  or  cash  flows  but are
     expected to have a significant,  adverse effect on our reported  results of
     operations.

     The Company  follows the provisions of the  Compensation  topic of the FASB
     Accounting  Standards   Codification  for  equity  instruments  granted  to
     non-employees.

6. Income taxes

     The Company  files  income tax returns in the United  States of America and
     various states, as appropriate and applicable. As a result of the Company's
     bankruptcy action, the Company is no longer subject to U.S. federal,  state
     and local,  as applicable,  income tax  examinations  by regulatory  taxing
     authorities for any period prior to December 31, 2006. The Company does not
     anticipate  any  examinations  of returns  filed for periods  ending  after
     December 31, 2006.

                                       8
<PAGE>
                            THE X-CHANGE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       June 30, 2009 and December 31, 2008

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

6. Income taxes - continued

     The Company uses the asset and liability  method of  accounting  for income
     taxes.  At June 30, 2009 and December 31, 2008,  the deferred tax asset and
     deferred tax liability accounts, as recorded when material to the financial
     statements,  are entirely the result of  temporary  differences.  Temporary
     differences  generally  represent  differences in the recognition of assets
     and  liabilities  for  tax  and  financial  reporting  purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.

     The Company has adopted the  provisions  required by the Income Taxes topic
     of the FASB  Accounting  Standards  Codification.  The  Codification  Topic
     requires  the   recognition  of  potential   liabilities  as  a  result  of
     management's  acceptance of potentially  uncertain positions for income tax
     treatment on a  "more-likely-than-not"  probability  of an assessment  upon
     examination  by  a  respective  taxing  authority.   As  a  result  of  the
     implementation  of  Codification's  Income Tax Topic,  the  Company did not
     incur any liability for unrecognized tax benefits.

7. Income (Loss) per share

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) available to common stockholders by the  weighted-average  number of
     common shares  outstanding  during the respective  period  presented in our
     accompanying financial statements.

     Fully diluted earnings (loss) per share is computed similar to basic income
     (loss) per share  except that the  denominator  is increased to include the
     number of common  stock  equivalents  (primarily  outstanding  options  and
     warrants).

     Common  stock  equivalents  represent  the  dilutive  effect of the assumed
     exercise of the outstanding stock options and warrants,  using the treasury
     stock method, at either the beginning of the respective period presented or
     the date of  issuance,  whichever  is later,  and only if the common  stock
     equivalents  are  considered  dilutive  based upon the Company's net income
     (loss) position at the calculation date.

     As of June 30, 2009 and 2008,  the  Company's  outstanding  stock  options,
     warrants, and convertible debentures are considered to be anti-dilutive due
     to the Company's net operating loss.

8. New and Pending Accounting Pronouncements

     The  Company  is of  the  opinion  that  any  and  all  pending  accounting
     pronouncements,  either in the  adoption  phase or not yet  required  to be
     adopted,  will not have a  significant  impact on the  Company's  financial
     position or results of operations.

NOTE E - NOTE PAYABLE TO STOCKHOLDER

During  Calendar  2009,  the  Company  executed a $100,000  Line of Credit  Note
Payable  with South  Beach Live,  Ltd.  (South  Beach),  a  significant  Company
stockholder,  to provide  funds  necessary to support the  corporate  entity and
comply with the periodic reporting  requirements of the Securities  Exchange Act
of 1934, as amended.  This note bears  interest at 10.0% and matures in Calendar
2011.  Through December 31, 2009, South Beach or its affiliates have advanced an
aggregate of approximately $56,000 against this note.

NOTE F - COMMON STOCK TRANSACTIONS

During the year  ended  December  31,  2008,  the  Company  issued an  aggregate
17,202,139 shares of restricted,  unregistered common stock as consideration for
financing fees in conjunction  with the receipt of  approximately  $1,800,000 in
new debt financing.

                                       9
<PAGE>
                            THE X-CHANGE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       June 30, 2009 and December 31, 2008

NOTE F - COMMON STOCK TRANSACTIONS - CONTINUED

During the year ended December 31, 2008, the Company issued an aggregate 600,000
shares  of  restricted,  unregistered  common  stock  to a  consulting  firm  as
consideration for services rendered.

During the year  ended  December  31,  2008,  the  Company  issued an  aggregate
3,812,161  shares of registered  common stock in exchange for the  conversion of
approximately $36,500 in convertible debenture debt. As the conversion price was
below the "fair  value" of the  securities  issued,  the Company  experienced  a
non-cash charge to operations of  approximately  $22,500 which was classified as
"interest expense" in the accompanying financial statements.

In  December  2008,  the  Company  issued   51,000,000   shares  of  restricted,
unregistered  common  stock in  connection  with the  redemption  of  $51,000 in
principal against a note payable in conjunction with a foreclosure action by the
noteholder.

In January 2009, the Company issued an aggregate 2,118,506 shares of restricted,
unregistered  common  stock in  connection  with the  redemption  of  $1,550  in
convertible  debenture debt. As the conversion  price was below the "fair value"
of  the  securities  issued,  the  Company  experienced  a  non-cash  charge  to
operations of approximately  $568 which was classified as "interest  expense" in
the accompanying financial statements.

In December  2009,  the Company  undertook  a  reconciliation  of its issued and
outstanding  shares  versus the Company's  independent  stock  transfer  agent's
records.  As a result of this  analysis,  the Company  noted that an  additional
110,128  shares  were  appropriately  issued  and  outstanding  based on various
factors,  principally,  but not limited to, rounding on stock split transactions
and  clerical  errors in the  Company's  files from periods  prior to 2006.  The
Company  has  adjusted  the issued and  outstanding  shares in the  accompanying
financial statements as of the year ended December 31, 2009.

NOTE G - CONTINGENCIES

On December 15, 2008, the Company defaulted on its promissory note obligation to
Melissa CR 364,  LTD. for failing to remit the  outstanding  balance and unpaid,
but accrued,  interest payable on the contractual maturity date. Melissa CR 364,
LTD.  served the  Company  with a demand for  payment in full of the  promissory
note. As of the demand date, the Company did not have the funds available to pay
Melissa CR 364, LTD. Melissa CR 364, LTD. has a security  interest in the shares
of stock of our wholly owned subsidiary,  AirGATE. Additionally, a default under
the Melissa CR 364, LTD. note  triggered a default under our loan agreement with
La Jolla Cove  Investors,  Inc. Upon an event of default under the La Jolla Cove
Investors, Inc. debenture, the Company may be (I) required to pay a default rate
equal to 3.75% percent and (ii) accelerate the payment of the entire outstanding
amounts owed at 120% of the outstanding principal amount.

On January 21, 2009,  Melissa CR 364, LTD. informed the Company it had completed
a foreclosure on its security interest in the 100% of the issued and outstanding
shares of the stock of our wholly-owned subsidiary,  AirGATE Technologies,  Inc.
and held a sale of the AirGATE  stock on January 16,  2009.  As disclosed in the
Company's  Form  8-K,  filed  on  January  26,  2009,  Melissa  CR  364,  LTD.'s
foreclosures and auction of their holdings reduced the Company's debt to Melissa
CR 364,  LTD. by  $10,000,  the amount  realized  from the  auction.  After this
foreclosure action and auction sale, The X-Change  Corporation  (Company) had no
operations or operating assets.

                                       10
<PAGE>
                            THE X-CHANGE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       June 30, 2009 and December 31, 2008

NOTE G - CONTINGENCIES - CONTINUED

On January 26, 2009, we received notice of a default on our Amended and Restated
Senior  Secured  Convertible  Term  Notes -  Tranche  A and our  Senior  Secured
convertible  Term Note - Tranche B from Samson  Investment  Company,  Ironman PI
Fund (QP),  L.P.  and John Thomas  Bridge and  Opportunity  Fund,  L.P.,  with a
collective  principal amount of $3,600,000,  plus unpaid, but accrued,  interest
payable,  related to Melissa CR 364, LTD.'s notice of foreclosure on the AirGATE
stock.  Samson  Investment  Company,  Ironman PI fund (QP), L.P. and John Thomas
Bridge and Opportunity Fund, L.P.  collectively demanded redemption of the notes
within seven days of the notice of default date for $1,975,162.87, $1,975,162.87
and $637,149.31,  respectively.  At the time notice of default was received, the
Company did not have the funds available to satisfy the collective  obligations.
Samson Investment Company, Ironman PI Fund (QP), L.P. and John Thomas Bridge and
Opportunity Fund, L.P., has a security interest in all of the assets of AirGATE.

On May 4, 2009, the Company entered into a Settlement Agreement and Release with
AirGATE Technologies Inc. (AirGATE),  HM Energy Technologies Inc. (HM), WM Chris
Mathers (Mathers), Kathleen Hanafan (Hanafan), Duke Loi (Loi), Samson Investment
Company (Samson),  Ironman PI Fund (QP), L.P. (Ironman),  John Thomas Bridge and
Opportunity  Fund,  LP (John Thomas and,  collectively  with Samson and Ironman,
SIJ) and Melissa CR 364, LTD (Melissa).

Under the terms of the  Agreement,  (I) SIJ foreclosed on the assets of AirGATE,
which had been  security for the SIJ Notes;  (ii) SIJ  transferred  and assigned
7,196,429 shares of the Company's common stock held by Samson,  7,196,429 shares
of the  Company's  common  stock held by  Ironman  and  2,321,428  shares of the
Company's  common  stock held by John  Thomas,  comprising  all of the shares of
Company  common stock owned by them, to Melissa and others;  (iii) SIJ cancelled
the SIJ Notes,  SIJ Guaranty,  the Tranche A Warrants and the Tranche B Warrants
issued in connection with the SIJ Notes,  and any other security  convertible or
exchangeable  into the  common  stock of  X-Change;  (iv) SIJ and  Hanafan  paid
$75,000.00  to  Melissa  to  defray  costs to be  incurred  by the  Company  for
completion of an audit of the consolidated  financial  statements of the Company
and AirGATE for the fiscal year ended December 31, 2008; and (v) all the parties
agree to mutual  releases  and  confidentiality,  except  that  Melissa  did not
release the Company from the balance of the Melissa Note.

In  summary,  as a  result  of  the  various  transactions  effected  under  the
Agreement,  SIJ  surrendered  all of  their  shares  in the  Company;  cancelled
financial  obligations of the Company that exceeded $3.6 million, with interest;
and terminated their rights under warrant and guaranty  agreements.  The Company
provided  all  parties  with a full  release of claims,  known and  unknown,  in
exchange for these various  surrenders,  cancellations and terminations.  To the
extent that the cancellation of debt constitutes a taxable event,  management is
of the opinion that the Company's  cumulative  net operating  loss  carryforward
will more than offset any taxes due as a result of this event.

On May  26,  2009,  effective  as of  December  15,  2008,  the  Company  issued
51,000,000  shares  of  its  $0.001  par  value  common  stock  to K & D  Equity
Investments,  Inc. (K&D) , a Texas  corporation,  pursuant a Debt Assignment and
the conversion features of the Convertible  Promissory Note between the Company,
AirGATE and Melissa CR 364,  LTD. The issuance  was  originally  approved by the
Board in  December  2008,  but was not  accepted  by  Melissa CR 364,  LTD.  and
assigned  to K & D  until  May 26,  2009.  This  issuance  is  reflected  in the
accompanying financial statements as of the effective date of the Board Action.

NOTE H - SUBSEQUENT EVENTS

On March 26, 2010, LJII issued a Debenture  Conversion Notice to the Company for
the conversion of $32,000 of the  outstanding  debenture  balance into 3,902,439
shares of the Company's common stock. This conversion was completed on April 12,
2010 with the delivery of the shares to LJII. As the conversion  price was below
the "fair value" of the securities  issued,  the Company  experienced a non-cash
charge to  operations  of  approximately  $57,760  which will be  classified  as
"interest  expense" in the financial  statements for the quarter ended March 31,
2010. In  conjunction  with this  conversion,  a continued  disagreement  exists
between  LCII  and  the  Company's  management  over  the  requirements  of  the
contractual  mandatory exercise of approximately 320,000 warrants related to the
conversion of this approximately  $32,000 of the debenture balance. The disputed
balance on this  transaction is  approximately  $3,200,000 due to the Company on
contractually exercisable warrants by LCII.

                                       11
<PAGE>
                            THE X-CHANGE CORPORATION
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       June 30, 2009 and December 31, 2008

NOTE H - SUBSEQUENT EVENTS - CONTINUED

There is a remote possibility that this delinquency could be deemed a default by
LCII by the  Company's  management.  The Company's  management is  investigating
potential remedies to this situation.

Management has evaluated all activity of the Company through April 20, 2010 (the
issue date of the financial statements) and concluded that no subsequent events,
other than as disclosed above,  have occurred that would require  recognition in
the financial statements or disclosure in the notes to financial statements.



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                                       12
<PAGE>
PART I - ITEM 2

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

(1) CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given these uncertainties, readers of this Form 10-Q and investors are cautioned
not to place undue  reliance  on such  forward-looking  statements.  The Company
disclaims any obligation to update any such factors or to publicly  announce the
result  of any  revisions  to any of the  forward-looking  statements  contained
herein to reflect future events or developments.

(2) GENERAL

The X-Change Corporation  (Company) was incorporated under the laws of the State
of Delaware on February 5, 1969 and changed its corporate  domicile to the State
of Nevada on October 4, 2000. We were originally organized to seek merger and/or
acquisition  candidates and engaged in various transactions since our inception.
As of December 31, 2008, we have disposed of all of the assets and operations.

On July 20, 2005, the Company  exchanged  10,000,000  shares of common stock for
100%  of  the  issued  and  outstanding  stock  of  AirGATE  Technologies,  Inc.
(AirGATE).  This  transaction  made  AirGATE a  wholly-owned  subsidiary  of the
Company.

In December  2008,  the lender of a note  payable by AirGATE  began  foreclosure
proceedings  against  its  collateral,  which  included  100%  of the  Company's
holdings  in  AirGATE  and the  right  to  convert  the  note  into  restricted,
unregistered  shares of the Company's  common stock.  The note and accrued,  and
unpaid,  interest was  converted to 51,000,000  shares of the  Company's  common
stock and the foreclosure proceeding was consummated on January 16, 2009. Due to
the timing of this  transaction,  the  foreclosure  and related  disposition  of
AirGATE is reflected in the accompanying financial statements as of December 31,
2008.

On May 4, 2009, the Company entered into a Settlement Agreement and Release with
AirGATE,  HM Energy  Technologies,  Inc. (HM), Wm. Chris Mathers,  the Company's
former CFO,  (Mathers),  Kathleen Hanafan,  the Company's former CEO, (Hanafan),
Duke Loi, an employee of AirGATE,  (Loi),  Samson  Investment  Company (Samson),
Ironman PI Fund (QP), L.P.  (Ironman),  John Thomas Bridge and Opportunity Fund,
LP ("John Thomas" collectively with Samson and Ironman, SIJ) and Melissa CR 364,
LTD  (Melissa).  As a result  of the  various  transactions  effected  under the
Agreement,  SIJ  surrendered  all of their shares in the Company;  cancelled all
financial  obligations  of  the  Company,   which  approximated  $3.96  million,
including  accrued but unpaid  interest);  and terminated their rights under the
various warrant and guaranty agreements. The Company provided all parties with a
full  release  of claims,  known and  unknown,  in  exchange  for these  various
surrenders, cancellations and terminations.

On March 11, 2010, we announced a change in our strategic direction and business
plan to focus on offering  multimedia  and e-commerce to the diverse and growing
Hispanic markets within the United States and in other  countries.  On March 25,
2010, we formed the wholly-owned  subsidiaries - Caballo Blanco  Communications,
Ltd. and Commerce  Services,  Inc. - as Colorado  corporations  to conduct these
operations.  We anticipate that the operations of Caballo Blanco Communications,
Ltd. will be housed at One  Wilshire,  a premier  communications  hub located in
Southern California to assure reliable and fast delivery of our programming.

                                       13
<PAGE>
(3) RESULTS OF OPERATIONS

The Company  had no  separately  earned  revenue,  except for  nominal  interest
income,  for either of the six or three  month  periods  ended June 30, 2009 and
2008, respectively. All operating revenues through December 31, 2008 were earned
in the Company's former wholly-owned subsidiary, AirGATE Technologies, Inc.

General and  administrative  expenses for the six months ended June 30, 2009 and
2008 were  approximately  $1,300 and  $101,000,  respectively.  The  significant
decline in 2009 expenditures  related directly to the decreased activity and the
ultimate  disposition of the Company's former wholly-owned  subsidiary,  AirGATE
Technologies,  Inc.  which was  foreclosed  upon as of December  31,  2008.  The
expenditures  incurred during the first six months of 2008 relate principally to
the financial impact of outstanding employee stock options which were eventually
cancelled  in  December  2008  upon  the  foreclosure  of the  Company's  former
wholly-owned subsidiary, AirGATE.

The Company recognized  interest  accruals,  amortization of debt financing fees
and accretion of debt discounts of  approximately  $637,000 and $586,000  during
the six  months  ended  June 30,  2009 and  2008,  respectively.  The  Company's
convertible debenture with La Jolla Cove Investors, Inc. matures in August 2010.
This debenture is discussed more fully in our Annual Report on Form 10-K for the
year ended  December 31, 2008.  We  specifically  note that all of the Company's
debt is in default due to the December 2008 foreclosure action and, accordingly,
has been  classified as "current" on the Company's  balance sheet  regardless of
the stated maturity date(s).

On May 4, 2009, the Company entered into a Settlement Agreement and Release with
AirGATE Technologies Inc. (AirGATE),  HM Energy Technologies Inc. (HM), WM Chris
Mathers (Mathers), Kathleen Hanafan (Hanafan), Duke Loi (Loi), Samson Investment
Company (Samson),  Ironman PI Fund (QP), L.P. (Ironman),  John Thomas Bridge and
Opportunity  Fund,  LP (John Thomas and,  collectively  with Samson and Ironman,
SIJ) and Melissa CR 364, LTD (Melissa).  In summary,  as a result of the various
transactions  effected under the Agreement,  SIJ surrendered all of their shares
in the Company;  cancelled  financial  obligations  of the Company that exceeded
$3.6  million,  with  interest;  and  terminated  their rights under warrant and
guaranty  agreements.  The Company  provided  all parties with a full release of
claims,   known  and  unknown,   in  exchange  for  these  various   surrenders,
cancellations and terminations.  The Company recognized a gain on extinguishment
of debt of  approximately  $465,000 as a result of these actions.  To the extent
that the cancellation of debt constitutes a taxable event,  management is of the
opinion that the Company's  cumulative net operating loss carryforward will more
than offset any taxes due as a result of this event.

Due to the minimal  expenditures  in 2009,  management  anticipates  that future
expenditure  levels will fluctuate,  either up or down, as the Company  complies
with its periodic  reporting  requirements  and  implements the business plan of
identifying a suitable situation for a business combination transaction.

Earnings per share for the  respective six month periods ended June 30, 2009 and
2008 were $(0.00) and $(0.05)  based on the  weighted-average  shares issued and
outstanding at the end of each respective period.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company completes a business combination transaction.

(4) PLAN OF BUSINESS

On March 11, 2010, we announced a change in our strategic direction and business
plan to focus on offering  multimedia  and e-commerce to the diverse and growing
Hispanic markets within the United States and in other countries.

We anticipate  forming two distinct  divisions and operating each within a newly
formed subsidiary corporation - one a Latino-targeted media delivery service and
one a bilingual home shopping network.

Our management intends to develop and leverage  relationships with existing home
shopping  networks  to  build  significant   Hispanic  audiences  that  purchase
merchandise  via internet  connections  and through other smart mobile  devices.
These  relationships  and the know-how of management will conserve  capital that
would  ordinarily  be required  for buying,  inventory  warehousing  management,
development of an online sales  infrastructure,  shipping and returns,  customer
service, and the focus on effective merchandising and marketing.  Our management
understands and is in a position to monitor the buying preferences and behaviors
of its markets--each of which has unique  characteristics.  We intend to develop
intriguing  episodic  productions that feature popular Hispanic talent promoting
their product lines, an approach that has been successfully implemented at other
home shopping platforms such as QVC.

Our  media-delivery  network  will be  similar  to the  approach  taken by video
services such as Hulu(R) with a focus on providing popular Hispanic entertaining
and informative  content as streaming  media to the web and mobile devices.  The
state of the art of video-delivery technology is sophisticated and advanced, and
this business is considered a  content-licensing  and promotion play,  where the
entity's value grows with viewership. Revenue shall be derived from advertising,

                                       14
<PAGE>
subscriptions,  and the sale of smartphone applications.  Channels will organize
content on offer to the widely  varying  tastes of its  markets  and  individual
subscribers,  ranging  from  romance to  mystery to science  fiction to drama to
police  procedurals.  The content will be a combination of individual  segments,
serial productions, and motion pictures.

On March 17, 2010, we announced that we reached agreement with Los Angeles-based
technology company  IPTVWorld,  Inc., to work as partners in the development and
deployment of a broad range of Internet-based  services, with a first release of
a new product line  scheduled for staged release  starting in May,  2010.  These
services will include  compelling video  programming,  including  entertainment,
information,  news, sports, religion, lifestyle,  shopping, and country-specific
programs.  These  offerings are  anticipated to be made available  several ways,
including on a subscription basis through television set-top boxes,  through web
browsers, and, in future versions, through mobile devices. Subscriptions will be
offered that are similar to but far less  expensive  than  traditional  cable or
satellite plans. Also, among the completely  integrated  Internet services to be
offered  will be a home  telephone  service  featuring a low-cost  international
calling  component  which is  expected  to be a popular  option in the  targeted
consumer markets.

On March 25, 2010,  we formed the  wholly-owned  subsidiaries  - Caballo  Blanco
Communications,  Ltd. and Commerce Services,  Inc. - as Colorado corporations to
conduct these  operations.  We anticipate  that the operations of Caballo Blanco
Communications,  Ltd. will be housed at One Wilshire,  a premier  communications
hub located in Southern  California to assure  reliable and fast delivery of our
programming.

(5) LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2009 and December 31, 2008, respectively,  the Company had a working
capital of approximately $(929,000) and $(1,626,000).

Our  business  plan  announced in March 2010 will  require  additional  capital;
however,  our management team has not fully developed the projections  necessary
to  disclose  our future  needs with an  appropriate  degree of accuracy at this
time.  However,  there  is no  assurance  that  we  will  be  successful  in the
development or operation of the business ventures we anticipate developing.

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a
timely basis.  Further, the Company faces considerable risk in its business plan
and a potential  shortfall of funding due to any  inability to raise  capital in
the equity  securities  market.  If no additional  operating capital is received
during the next twelve  months,  the Company  will be forced to rely on existing
cash in the bank and additional  funds loaned by management  and/or  significant
stockholders.

The Company may become dependent upon additional  external sources of financing;
including being dependent upon its management and/or significant stockholders to
provide   sufficient   working  capital  in  excess  of  the  Company's  initial
capitalization to preserve the integrity of the corporate entity.

The Company  anticipates  offering future sales of equity  securities.  However,
there is no assurance that the Company will be able to obtain additional funding
through the sales of additional  equity  securities  or, that such  funding,  if
available, will be obtained on terms favorable to or affordable by the Company.

The Company's  certificate  of  incorporation  authorizes  the issuance of up to
75,000,000 shares of preferred stock and 750,000,000 shares of common stock. The
Company's  ability to issue preferred  stock may limit the Company's  ability to
obtain debt or equity financing, The Company's ability to issue these authorized
but  unissued  securities  may  also  negatively  impact  our  ability  to raise
additional capital through the sale of our debt or equity securities.

The Company's  current  controlling  stockholder  has  maintained  the corporate
status of the Company and has provided all nominal  working  capital  support on
the Company's behalf since the December 2008 foreclosure action.  Because of the
Company's lack of operating assets,  its continuance is fully dependent upon the
majority stockholder's  continuing support. It is the intent of this controlling
stockholder  to continue the funding the nominal  necessary  expenses to sustain
the corporate entity.  However, no formal commitments or arrangements to advance
or loan funds to the Company or repay any such advances or loans exist. There is
no legal obligation for either management or significant stockholders to provide
additional  future  funding.  Further,  the  Company  is at the  mercy of future
economic trends and business operations for this controlling stockholder to have
the  resources  available  to support  the  Company.  Should this pledge fail to
provide  financing,  the Company has not identified any  alternative  sources of
working capital to support the Company.

In such a restricted cash flow scenario, the Company would be unable to complete
its  business  plan  steps,  and  would,  instead,   delay  all  cash  intensive
activities.  Without  necessary cash flow, the Company may become dormant during
the next twelve months, or until such time as necessary funds could be raised in
the equity securities market.

                                       15
<PAGE>
While the Company is of the opinion that good faith  estimates of the  Company's
ability to secure additional  capital in the future to reach its goals have been
made, there is no guarantee that the Company will receive  sufficient funding to
sustain operations or implement any future business plan steps.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

(6) CRITICAL ACCOUNTING POLICIES

Our financial  statements and related public financial  information are based on
the application of accounting principles generally accepted in the United States
(GAAP).  GAAP  requires  the  use  of  estimates;  assumptions,   judgments  and
subjective  interpretations of accounting  principles that have an impact on the
assets,  liabilities,  revenue and expense amounts reported. These estimates can
also affect  supplemental  information  contained  in our  external  disclosures
including information regarding contingencies,  risk and financial condition. We
believe our use of estimates and  underlying  accounting  assumptions  adhere to
GAAP and are consistently and conservatively  applied.  We base our estimates on
historical  experience  and on various other  assumptions  that we believe to be
reasonable under the  circumstances.  Actual results may differ  materially from
these  estimates  under  different  assumptions  or  conditions.  We continue to
monitor  significant  estimates  made during the  preparation  of our  financial
statements.

Our  significant  accounting  policies are summarized in Note D of our financial
statements. While all these significant accounting policies impact our financial
condition  and  results of  operations,  we view  certain of these  policies  as
critical.  Policies  determined to be critical are those  policies that have the
most significant  impact on our financial  statements and require  management to
use a greater degree of judgment and  estimates.  Actual results may differ from
those  estimates.   Our  management   believes  that  given  current  facts  and
circumstances,  it is unlikely that applying any other  reasonable  judgments or
estimate  methodologies  would  cause  effect  on our  consolidated  results  of
operations,  financial  position or liquidity for the periods  presented in this
report.

(7) EFFECT OF CLIMATE CHANGE LEGISLATION

The  Company  currently  has no known or  identified  exposure to any current or
proposed climate change  legislation which could negatively impact the Company's
operations or require capital  expenditures to become  compliant.  Additionally,
any currently proposed or  to-be-proposed-in-the-future  legislation  concerning
climate change  activities,  business  operations  related thereto or a publicly
perceived risk  associated  with climate change could,  potentially,  negatively
impact the Company's efforts to identify an appropriate target company which may
wish to enter into a business combination transaction with the Company.

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company  may be subject  to  certain  market  risks,  including  changes in
interest  rates and currency  exchange  rates.  At the present time, the Company
does not undertake any specific actions to limit those exposures.

ITEM 4 - CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures

     Under  the  supervision  and  with  the  participation  of our  management,
     including our principal  executive officer and principal financial officer,
     we conducted an evaluation of our disclosure  controls and  procedures,  as
     such term is defined under Rule 13a-15(e)  promulgated under the Securities
     Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2009. Based
     on this evaluation, our principal executive officer and principal financial
     officer concluded that our disclosure controls and procedures are effective
     in alerting them on a timely basis to material  information relating to our
     Company required to be included in our reports filed or submitted under the
     Exchange Act.

                                       16
<PAGE>
(b)  Changes in Internal Controls

     There were no significant changes (including corrective actions with regard
     to  significant  deficiencies  or  material  weaknesses)  in  our  internal
     controls over financial  reporting  that occurred  during the quarter ended
     June 30, 2009 that has  materially  affected,  or is  reasonably  likely to
     materially affect, our internal control over financial reporting.

                          PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

The Company may become  involved in various claims and legal actions  arising in
the ordinary  course of  business.  In the opinion of  management,  the ultimate
disposition of these matters should not have an adverse  material  impact either
individually or in the aggregate on results of operations, financial position or
cash flows of the Company.

ITEM 2 - RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS

In January 2009, the Company issued an aggregate 2,118,506 shares of restricted,
unregistered  common  stock in  connection  with the  redemption  of  $1,550  in
convertible  debenture debt. As the conversion  price was below the "fair value"
of  the  securities  issued,  the  Company  experienced  a  non-cash  charge  to
operations of approximately  $568 which was classified as "interest  expense" in
the accompanying financial statements.

In March 2010, the Company issued an aggregate  3,902,439  shares of restricted,
unregistered  common  stock in  connection  with the  redemption  of  $32,000 in
convertible  debenture debt. As the conversion  price was below the "fair value"
of  the  securities  issued,  the  Company  experienced  a  non-cash  charge  to
operations  of  approximately  $57,760  which will be  classified  as  "interest
expense" in the financial statements for the quarter ended March 31, 2010.

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The  Company  has held no  regularly  scheduled,  called or special  meetings of
stockholders during the reporting period.

ITEM 5 - OTHER INFORMATION

None

ITEM 6 - EXHIBITS

31.1 Certification  pursuant  to  Section  302 of  Sarbanes-Oxley  Act of 2002
32.1 Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002

--------------------------------------------------------------------------------
                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                 THE X-CHANGE CORPORATION


Dated: April 20, 2010            By: /s/ Haviland Wright
       --------------                -------------------------------------------
                                                                 Haviland Wright
                                              Chairman, Chief Executive Officer,
                                     Acting Chief Financial Officer and Director

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