U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                                   (MARK ONE)
 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
          ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2006

   [ ] 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

                            THE X-CHANGE CORPORATION
                     (EXACT NAME OF SMALL BUSINESS ISSUER AS
                            SPECIFIED IN ITS CHARTER)

                                NEVADA 90-0156146
                  (STATE OR OTHER JURISDICTION (IRS EMPLOYER OF
               INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

                      710 CENTURY PARKWAY, ALLEN, TX 75013
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (972) 747-0051
                            ISSUER'S TELEPHONE NUMBER




                      APPLICABLE ONLY TO CORPORATE ISSUERS

STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON
EQUITY, AS OF THE LATEST PRACTICAL DATE: NOVEMBER 15, 2006 27,754,500

INDICATE BY CHECK MARK WHETHER THE  REGISTRANT IS A SHELL COMPANY (AS DEFINED IN
RULE 12B-2 OF THE EXCHANGE ACT.) YES ; NO X

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE). YES ; NO X



<PAGE>

ITEM 1.  FINANCIAL STATEMENTS


                  THE X-CHANGE CORPORATION
                CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                (Unaudited)
                                                               September 30,    December 31,
                                                                    2006            2005
                                                               --------------- ---------------
ASSETS
Current Assets:
<S>                                                                  <C>              <C>
     Cash                                                            $ 12,112         $ 5,847
     Deposits                                                         235,065          10,270
     Accounts Receivable                                               29,995               -
     Employee Advances                                                    500             338

                                                               --------------- ---------------
Total Current Assets                                                  277,672          16,455
                                                               --------------- ---------------

Fixed Assets
     Computer Equipment                                                32,368          12,396
     Furniture and Fixtures                                            65,119          30,173
     Less Accumulated Depreciation                                    (26,115)        (11,369)

                                                               --------------- ---------------
Total Fixed Assets                                                     71,372          31,200
                                                               --------------- ---------------

Other Assets
      Net Assets of Discountined Operations                                 -          10,221
                                                               --------------- ---------------

TOTAL ASSETS                                                        $ 349,044        $ 57,876
                                                               =============== ===============

LIABILITIES
Current Liabilities:

     Accounts Payable                                               $ 117,375       $ 103,253
     Accrued Expenses                                                 108,880          11,415
     Due to Shareholders                                              633,446         155,742

                                                               --------------- ---------------
Total Current Liabilities                                             859,701         270,410
                                                               --------------- ---------------

STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred Stock, Par Value $.001,
       Series A Convertible - 5,000,000 Shares Authorized,
       0 Issued at September 30, 2006 and December 31, 2005
     Common Stock, Par value $.001, Authorized
       100,000,000 Shares, Issued 27,494,500 and 26,712,000
       at September 30, 2006 and December 31, 2005                     27,495          26,712
     Paid-In Capital                                                1,078,975         793,399
     Retained Deficit                                              (1,617,127)     (1,032,645)

                                                               --------------- ---------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                 (510,657)       (212,534)
                                                               --------------- ---------------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)                                                    $ 349,044        $ 57,876
                                                               =============== ===============
</TABLE>

                   See Accompanying Notes


<PAGE>

               THE X-CHANGE CORPORATION
         CONSOLIDATED STATEMENTS OF OPERATIONS
                      (Unaudited)


<TABLE>
<CAPTION>
                                                           For the Three Months Ended        For the Nine Months Ended
                                                                  September 30,                     September 30,
                                                              2006             2005            2006             2005
                                                         ---------------  --------------- ---------------- ----------------
<S>                                                           <C>              <C>              <C>              <C>
Revenues                                                      $ 187,322        $ 408,906        $ 862,578        $ 414,203
Costs of Operations                                             117,698           90,865          226,939           88,070

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

   Net Operating Income                                          69,624          318,041          635,639          326,133

Expenses
   Consulting                                                    96,866          183,588           96,866          194,496
   General & Administrative                                     399,048          281,163        1,083,773          311,183
                                                         ---------------  --------------- ---------------- ----------------

Net Income (Loss) from Continuing Operations                   (426,290)        (146,710)        (545,000)        (179,546)

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

Other Income (Expense)
   Interest Income (Expense)                                    (19,010)         (21,451)         (29,293)         (25,384)
  Interest Income                                                    32              128               32              190
                                                         ---------------  --------------- ---------------- ----------------

Net Income (Loss) from Continuing Operations                   (445,268)        (168,033)        (574,261)        (204,740)

Discontinued Operations
    Net Income (Loss) from Discontinued Operations                    -           (4,419)          (2,192)         161,878
    Loss from Disposal of Discontinued Operations                     -                -           (8,029)               -
                                                         ---------------  --------------- ---------------- ----------------

Total Income (Loss) from Discontinued Operations                      -           (4,419)         (10,221)         161,878
                                                         ---------------  --------------- ---------------- ----------------

     Net Income (Loss)                                       $ (445,268)      $ (172,452)      $ (584,482)       $ (42,862)
                                                         ===============  =============== ================ ================

Earnings per Share from Continuing Operations                   $ (0.02)         $ (0.01)         $ (0.02)         $ (0.01)
                                                         ===============  =============== ================ ================
Earnings per Share from Discontinued Operations                     $ -              $ -              $ -           $ 0.01
                                                         ===============  =============== ================ ================

Weighted Average Shares Outstanding                          27,404,350       23,256,786       27,306,200       17,730,788
                                                         ===============  =============== ================ ================
</TABLE>






                See Accompanying Notes

<PAGE>


               THE X-CHANGE CORPORATION
          CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (Unaudited)

<TABLE>
<CAPTION>
                                                             For the Nine Months Ended
                                                                    September 30,
                                                               2006             2005
                                                          ---------------  ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                           <C>               <C>
Net Income (Loss)                                             $ (584,483)       $ (42,862)
Adjustments to reconcile net loss to net cash
   Provided by operating activities:
Depreciation                                                      14,746            9,857
Stock Issued for Services                                         50,950          131,000
Loss on Disposal of Discontinued Operations                        8,029                -
Change in Operating Assets and Liabilities:
(Increase) Decrease in Employee Advances                            (162)          (2,030)
(Increase) Decrease in Accounts Receivable                       (29,995)         (42,158)
(Increase) Decrease in Prepaid Expenses                                -           (9,250)
(Increase) Decrease in Deposits                                   (5,615)               -
Increase (Decrease) in Accounts Payable                           14,122           33,943
Increase (Decrease) in Accrued Expenses                           97,465           27,339
                                                          ---------------  ---------------

Net Cash Used in Continuing Operations                          (434,943)         105,839
Net Cash Used in Discontinued Operations                           2,192          (38,586)
                                                          ---------------  ---------------

Net Cash Used in Operating Activities                           (432,751)          67,253
                                                          ---------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of Computer Equipment                                   (19,972)         (28,509)
Purchase of Furniture and Fixtures                               (34,945)               -
Purchase of Goodwill                                                   -         (174,587)
                                                          ---------------  ---------------

Net Cash Provided by Investing Activities                        (54,917)        (203,096)
Net Cash Used in Discontinued Operations                               -         (258,922)
                                                          ---------------  ---------------

Net Cash Provided by Investing Activities                        (54,917)        (462,018)
                                                          ---------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Loans                                                    -          200,000
Proceeds from Shareholder Loan                                   477,704          148,298
Proceeds from Stock Issued                                             -           10,000
Capital Contributed                                               16,229           60,412
                                                          ---------------  ---------------

Net Cash Provided by Financing Activities                        493,933          418,710
Net Cash Used in Discontinued Operations                               -           25,702
                                                          ---------------  ---------------

Net Cash Provided by Financing Activities                        493,933          444,412
                                                          ---------------  ---------------

Net (Decrease) Increase in Cash                                    6,265           49,647
Cash at Beginning of Period                                        5,847            4,902
                                                          ---------------  ---------------

Cash at End of Period                                           $ 12,112         $ 54,549
                                                          ===============  ===============
</TABLE>


<PAGE>


               THE X-CHANGE CORPORATION
          CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (Unaudited)
                     (Continued)

<TABLE>
<CAPTION>
                                                             For the Nine Months Ended
                                                                   September 30,
                                                               2006             2005
                                                          ---------------  ---------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
<S>                                                                  <C>              <C>
  Interest                                                           $ -              $ -
  Franchise and income taxes                                         $ -              $ -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:

Common Stock Exchanged for Services                             $ 50,950        $ 131,000
Common Stock Exchanged for Expected
   Development Costs                                           $ 219,180              $ -
</TABLE>
























                See Accompanying Notes


<PAGE>


                            THE X-CHANGE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This summary of  accounting  policies for The X-Change  Corporation  (A
Development Stage Company) is presented to assist in understanding the Company's
financial  statements.  The accounting  policies  conform to generally  accepted
accounting  principles and have been consistently  applied in the preparation of
the financial statements.

Nature of Operations and Going Concern

         The accompanying  financial  statements have been prepared on the basis
of accounting principles applicable to a "going concern",  which assume that the
Company  will  continue in  operation  for at least one year and will be able to
realize  its assets  and  discharge  its  liabilities  in the  normal  course of
operations.

         Several conditions and events cast doubt about the Company's ability to
continue  as  a  "going  concern".  The  Company  has  incurred  net  losses  of
approximately  $ 1,617,000 for the period from February 5, 1969  (inception)  to
September  30,  2006,  and  may  require  additional  financing,   developmental
contracts,  and the  commencement of product  deliveries in order to finance its
business  activities  on an ongoing  basis.  The  Company is  actively  pursuing
additional development contracts,  commercializing its current contracts as well
as alternative  financing,  and has had  discussions  with various third parties
regarding  financing,  although no firm commitments  have been obtained.  In the
interim,  current  development  contracts  and loans  from  shareholders  of the
Company are meeting the operating expenses.

         The  Company's  future  capital  requirements  will  depend on numerous
factors  including,  but not limited to their  ability to perform on current and
future development contracts and the commercialization thereof.

         These  financial  statements do not reflect  adjustments  that would be
necessary  if the Company  were unable to continue as a "going  concern".  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be successful.

         If the  Company  were unable to  continue  as a "going  concern",  then
substantial adjustments would be necessary to the carrying values of assets, the
reported  amounts of its  liabilities,  the reported  expenses,  and the balance
sheet classifications use


<PAGE>



                            THE X-CHANGE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Interim Reporting

         The unaudited financial statements as of September 30, 2006 and for the
nine month  period  then  ended,  reflect,  in the  opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
fairly  state the  financial  position  and results of  operations  for the nine
months.  Operating results for interim periods are not necessarily indicative of
the results, which can be expected for full years.

Organization and Basis of Presentation

The Company was incorporated under the laws of the State of Delaware on February
5, 1969, and changed its domicile to the State of Nevada on October 4, 2000. The
company was originally  organized to seek merger and/or acquisition  candidates.
In this respect the Company has engaged in numerous transactions since inception
and is now  intent  on  furthering  the  business  interest  of the most  recent
acquisition, AirGATE Technologies, Inc.

Nature of Business

The Company's  business model is focused on furthering the success of its wholly
owned subsidiary AirGATE  Technologies,  Inc. AirGATE  Technologies,  Inc. is an
early-stage  company  and is a provider of wireless  solutions  utilizing  radio
frequency   identification  (RFID),  802.15.4  (Zigbee)  low  power,  mesh-based
networks and SAW (surface acoustic wave) technologies.  AirGATE Technologies, is
a full-solution company that handles business assessment,  technology selection,
including proprietary AirGATE technology,  and integration and support.  AirGATE
applies  its  skill  and  expertise  to  unique,  vertical  market  applications
utilizing RFID and wireless, intelligent, sensor technology. The Company has, in
an  environment  of technology  cost  compression,  built a stable of technology
partners  that are best in class and span a wide range of  solutions  to support
small,  medium  and  large  enterprises.  AirGATE  is a  founding  member of the
DFW-based RFID HUB.

Principals of Consolidation

            The consolidated  financial  statements include the accounts for The
X-Change Corporation and its wholly owned subsidiary, AirGATE Technologies, Inc.
The results of

<PAGE>

                            THE X-CHANGE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

subsidiaries  acquired  during the year are  consolidated  from their  effective
dates of acquisition.  All significant  intercompany  accounts and  transactions
have been eliminated.

Cash and Cash Equivalents

         For the purpose of  reporting  cash flows,  the Company  considers  all
highly liquid debt  instruments  purchased with maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Depreciation

         Fixed  assets  are  stated at cost.  Depreciation  is  calculated  on a
straight-line basis over the estimated useful lives of the assets as follows:

    Asset                                                  Rate
    ------------------------------------------------ -------------------

    Office equipment                                      5 years
    Furniture and Fixtures                                5 years
    Computer Equipment                                    3 years


Maintenance and repairs are charged to operations;  betterments are capitalized.
The  cost  of  property  sold  or  otherwise  disposed  of and  the  accumulated
depreciation  thereon are eliminated  from the property and related  accumulated
depreciation  accounts, and any resulting gain or loss is credited or charged to
income.

Concentrations of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions that affect the reported


<PAGE>

                            THE X-CHANGE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

Stock Compensation for Non-Employees

         The  Company  accounts  for the fair  value of its  stock  compensation
grants for  non-employees  in accordance with FASB Statement 123. The fair value
of each grant is equal to the market price of the Company's stock on the date of
grant if an active  market  exists or at a value  determined  in an arms  length
negotiation between the Company and the non-employee.

Earnings (Loss) per Share

         Basic loss per share has been  computed  by  dividing  the loss for the
year  applicable to the common  stockholders  by the weighted  average number of
common  shares  outstanding  during  the  years.  The  effects  of common  stock
equivalents are anti-dilutive and thus are not considered.

Recent Accounting Standards

         In November  2004, the FASB issued SFAS No. 151,  INVENTORY  COSTS - AN
AMENDMENT OF ARB NO. 43,  CHAPTER 4. This  Statement  amends the guidance in ARB
No. 43, Chapter 4,  "Inventory  Pricing," to clarify the accounting for abnormal
amounts of idle facility expense,  freight,  handling costs, and wasted material
(spoilage).  Paragraph 5 of ARB 43,  Chapter 4 previously  stated  that"...under
some  circumstances,  items such as idle facility expense,  excessive  spoilage,
double freight,  and rehandling costs maybe so abnormal as to require  treatment
as current  period  charges..."  This  Statement  requires  that those  items be
recognized  as  current-period  charges  regardless  of  whether  they  meet the
criterion of "so abnormal." In addition, this Statement requires that allocation
of fixed production  overheads to the costs of conversion be based on the normal
capacity of the production facilities. This statement is effective for inventory
costs incurred  during fiscal years  beginning  after June 15, 2005.  Management
does not believe the adoption of this Statement will have any immediate material
impact on the Company.

            On  December  16,  2004,  the  FASB  issued  SFAS  No.  123  ( R  ),
SHARE-BASED  PAYMENT,  which is an  amendment  to SFAS No. 123,  ACCOUNTING  FOR
STOCK-BASED  COMPENSATION.  This new standard  eliminates the ability to account
for share-based compensation transactions using

<PAGE>

                            THE X-CHANGE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Standards (Continued)

Accounting  Principles Board ("APB") Opinion No. 25, ACCOUNTING FOR STOCK ISSUED
TO EMPLOYEES, and generally requires such transactions to be accounted for using
a fair-value  based method and the  resulting  cost  recognized in our financial
statements. This new standard is effective for awards that are granted, modified
or settled in cash in interim and annual periods  beginning after June 15, 2005.
In addition,  this new standard will apply to unvested  options granted prior to
the  effective  date.  We will adopt this new standard  effective for the fourth
fiscal quarter of 2006,  and have not yet  determined  what impact this standard
will have on our financial position or results of operations.

         In December  2004,  the FASB issued SFAS No. 152,  ACCOUNTING  FOR REAL
ESTATE TIME-SHARING TRANSACTIONS, which amends FASB statement No. 66, Accounting
for Sales of Real Estate,  to reference the financial  accounting  and reporting
guidance  for real estate  time-sharing  transactions  that is provided in AICPA
Statement  of Position  (SOP)  04-2,  Accounting  for Real  Estate  Time-Sharing
Transactions.  This statement also amends FASB Statement No. 67,  Accounting for
Costs and Initial Rental  Operations of Real Estate Projects,  to state that the
guidance  for (a)  incidental  operations  and (b) costs  incurred  to sell real
estate  projects does not apply to real estate  time-sharing  transactions.  The
accounting for those operations and costs is subject to the guidance in SOP04-2.
This Statement is effective for financial  statements for fiscal years beginning
after June 15, 2005.  Management  believes the adoption of this  Statement  will
have no impact on the financial statements of the Company.

         In December 2004, the FASB issued SFAS No. 153, EXCHANGE OF NONMONETARY
ASSETS.  This  Statement  addresses the  measurement of exchanges of nonmonetary
assets.  The  guidance  in  APB  Opinion  NO.  29,  Accounting  for  Nonmonetary
Transactions,  is based on the principle that  exchanges of  nonmonetary  assets
should be measured based on the fair value of the assets exchanged. The guidance
in that Opinion,  however,  included certain exceptions to that principle.  This
Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges
of  similar  productive  assets and  replaces  it with a general  exception  for
exchanges  of  nonmonetary  assets  that do not  have  commercial  substance.  A
nonmonetary  exchange has  commercial  substance if the future cash flows of the
entity are expected to change  significantly  as a result of the exchange.  This
Statement is effective for financial statements for fiscal years beginning after
June 15, 2005. Earlier application is permitted for nonmonetary assets exchanges
incurred  during  fiscal  years  beginning  after the date of this  statement is
issued.  Management believes the adoption of this Statement will have not impact
on the financial statements of the Company.

<PAGE>


                            THE X-CHANGE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Standards (Continued)

            In May 2005, the FASB issued SFAS No. 154,  "Accounting  for Changes
and Error  Corrections - a replacement  of APB No. 20 and FASB Statement No. 3."
This  statement  modifies  the  reporting of changes in  accounting  principles,
reclassifies  changes  and  principle  in the  absence  of  explicit  transition
guidance.   This  statement  also  provides  guidance  for  determining  whether
retrospective  application of a change in accounting principle is impracticable.
This statement is effective for accounting  changes and  corrections  for fiscal
years  beginning  after December 15, 2005.  Management does not believe that the
adoption of this policy will have any effect on its financial statements.

            In  February  2006,  The FASB issued  SFAS No. 155  "Accounting  for
Certain Hybrid  Financial  Instruments - an amendment of FASB Statements No. 133
and 140." This statement amends FASB 133, Accounting for Derivative  Instruments
and Hedging  Activities and Statement and No. 140,  Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities.  The statement
permits  fair value  remeasurement  for any  hybrid  financial  instrument  that
contains  an  embedded  derivative  that would  otherwise  require  bifurcation,
clarifies  which  interest  only  strips and  principal  are not  subject to the
requirements of Statement 133, establishes a requirement to evaluate interest in
securitized  financial assets,  clarifies that  concentrations of credit risk in
the form of subordination are not embedded  derivatives and amends statement 140
to eliminate the prohibition on a qualifying special-purpose entity from holding
a derivative  financial  instrument to a beneficial  interest other than another
derivative  financial  instrument.  The  statement is effective for fiscal years
beginning after September 15, 2006. Management does not expect this statement to
have any material effect on its financial statements.

            In  March  2006 the  FASB  issued  SFAS  No.  156 "  Accounting  for
Servicing of Financial Instruments - an amendment of FASB No.140, Accounting for
Transfers  and  Servicing  of  Financial   Instruments  and  Extinguishments  of
Liabilities.  The statement requires an entity to recognize a servicing asset or
servicing liability each time it undertakes an obligation to service an asset by
entering into a servicing contract, requires all separately recognized servicing
assets and servicing  liabilities to be initially measured at fair market value,
permits an entity to choose either the amortization  method or fair market value
measurement  method  for  subsequent  measurement  periods  for  each  class  of
separately  recognized  servicing  assets and servicing  liabilities,  permits a
one-time reclassification of available-for-sale securities to trading securities
by  entities  with  recognized  servicing  rights at its initial  adoption,  and
requires separate presentation of servicing assets and servicing

<PAGE>

                            THE X-CHANGE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Standards (Continued)

liabilities  subsequently measured at fair value. The statement is effective for
fiscal years beginning after September 15, 2006. Management does not expect this
statement to have any material effect on its financial statements.

NOTE 2 - INCOME TAXES

         As  of  December  31,  2005,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately  $1,032,645 that
may be offset against future taxable income through 2025. Current tax laws limit
the amount of loss  available to be offset  against future taxable income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

NOTE 3 - COMMITMENTS

            On November 4, 2005,  The Company  entered into a  commercial  lease
agreement (the "Lease") with Armet Bethany Limited  Partnership (the "Landlord")
for approximately  11,400 square feet of rentable area in Bethany Tech Center at
710  Century  Parkway  in  Allen,  Texas.  The term of the  Lease  is 62  months
commencing on November 1, 2005 and ending on December 31, 2010.  The Company has
no option to extend the Lease. The base rent under the Lease is as follows:

November 1, 2005 to November  30,  2005:  $0;  December 1, 2005 to December  31,
2005:  $6,650;  January 1, 2006 to  December  31,  2006:  $7,600 per month;  and
January 1, 2007 to  December  31,  2010:  $8,075 per month.  In addition to base
rent, the Company will be responsible  for certain costs and expenses  specified
in the Lease,  including,  without  limitation,  certain utility,  HVAC service,
insurance, maintenance, repair, tax, insurance and CAM (common area maintenance)
costs and expenses.


<PAGE>


                            THE X-CHANGE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 4 - PREFERRED STOCK

         The Company has  authorized a total of  10,000,000  shares of Preferred
Stock.  Series A Convertible  Preferred Stock is the initial series of Preferred
Stock. This series shall consist of 5,000,000 shares with a par value of $.001.

         The  Corporation  is under no  obligation to pay dividends or to redeem
the Series A Convertible  Preferred  Stock.  This series of stock is convertible
into 10  shares  of  Common  Stock  at the  option  of the  shareholder  or upon
automatic conversion.

         In the  event of any  liquidation,  dissolution  or  winding-up  of the
Corporation,  the holders of outstanding  shares of Series A Preferred  shall be
entitled  to be  paid  out  of  the  assets  of the  Corporation  available  for
distribution to  shareholders,  before any payment shall be made to or set aside
for holders of the Common Stock, at an amount of $1 per share.

         As of September 30, 2006, there are no preferred shares issued.

NOTE 5 - STOCK TRANSACTIONS

          As of  January  11,  2005,  the  Company  issued  1,120,000  shares of
restricted common stock for consulting services. In connection with the issuance
of the shares, $84,000 was recorded as consulting expense.

         As of March 31, 2005,  the Company  issued 100,000 shares of restricted
common stock to an outside investor for $1 per share.

         As of March 31, 2005,  the Company  issued  70,000 shares of restricted
common stock for consulting services. In connection with issuance of the shares,
$1,000 was recorded as consulting expense.

         On July 20, 2005, the Company reacquired AirGATE Technologies, Inc. for
10,000,000 restricted shares of common stock. After the AirGATE acquisition, the
Company  issued  650,000  shares of restricted  common stock to  consultants  of
AirGATE Technologies,  Inc. In connection with issuance of the shares,  $130,000
was recorded as a one time consulting expense.

            On November 11, 2005, the Company issued 20,000 shares of restricted
common stock to engineer  employees of the Company.  In connection with issuance
of the shares, $1,500 was recorded as consulting expense.

<PAGE>


                            THE X-CHANGE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 5 - STOCK TRANSACTIONS (Continued)

On January 5, 2006, the Company issued 10,000 shares of restricted  common stock
to a consultant of the Company. $750 was booked as consulting expense.

            On January 5, 2006,  the Company issued 500,000 shares of restricted
common  stock,  $.001  par  value,  to  Hexion  Specialty   Chemical,   Inc.  as
consideration  for Hexion's  expected $219,180 increase in development costs and
AirGATE's  expected  $219,180  decrease in development  costs of the development
contract  between  Hexion and AirGATE  which was  finalized in the first week of
2006.

         On June 1, 2006, the Company issued 40,000 shares of restricted  common
stock to a consultant of the Company.  $2,700 was booked as a consulting expense
and $900 was booked as a legal expense.

         On June 5, 2006, the Company issued 30,000 shares of restricted  common
stock to a consultant of the Company. $3,000 was booked as a consulting expense.

         On June 14, 2006, the Company issued 12,500 shares of restricted common
stock to a consultant of the Company. $1,600 was booked as a marketing expense.

         On June 16,  2006,  the Company  issued  100,000  shares of  restricted
common stock to a consultant of the Company.  $12,000 was booked as a consulting
expense.

            On July 10, 2006,  the Company  issued  30,000  shares of restricted
common stock to  consultants  of the Company.  $4,320 was booked as a consulting
expense.

            On August 16, 2006,  the Company  issued 30,000 shares of restricted
common stock to consultants  of the Company.  $10,380 was booked as a consulting
expense.

            On September 1, 2006, the Company issued 30,000 shares of restricted
common stock to consultants  of the Company.  $15,300 was booked as a consulting
expense.

            On October 1, 2006,  the Company  issued 30,000 shares of restricted
common stock to consultants  of the Company.  $13,680 was booked as a consulting
expense.

                On October  26,  2006,  the  Company  issued  200,000  shares of
restricted  common  stock a consultant  of the Company.  $58,000 was booked as a
consulting expense.

                On  November  1,  2006,  the  Company  issued  30,000  shares of
restricted  common stock to consultants of the Company.  $10,500 was booked as a
consulting expense.

<PAGE>

                            THE X-CHANGE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 6 - LEGAL PROCEEDINGS

         On January 11, 2006,  AirGATE  Technologies,  Inc. and Michael  Sheriff
commenced  legal action against former  employee and Chief  Operations  Officer,
James E. Flowers, as well as against Logix Consulting,  Inc. and WaveTrac,  Inc.
AirGATE and Mr. Sheriff are seeking  damages  against the Defendants as a result
of their unlawful and malicious breach of contract  (violation of non disclosure
provisions);  breach of fiduciary  duty,  misappropriation  of trade secrets and
other proprietary  information;  tortious interference with prospective business
relationships, fraud in the inducement and fraud in stock transactions, theft of
trade secrets,  and injunctive  relief. As part of the legal action, Mr. Sheriff
is demanding the return of 4,250,000 shares of restricted common stock issued to
Mr. Flowers.


NOTE 7-DISCONTINUED OPERATIONS

         On June 30,  2006,  Curado  Energy  Resources,  Inc.,  a  wholly  owned
subsidiary  of the  Company,  was  sold,  and is no longer a  subsidiary  of the
Company.

The assets and liabilities of Curado Energy  Resources,  Inc.,  consisted of the
following:

<TABLE>
<CAPTION>
                                                                                        September 30,       December 31,
                                                                                             2006               2005
                                                                                      ------------------- ------------------

<S>                                                                                             <C>               <C>
       Cash                                                                                     $      -          $   4,569
       Oil Inventory                                                                                   -              4,657
       Computer Equipment, net of $62 accumulated depreciation                                         -                995
                                                                                      ------------------- ------------------
             Total assets                                                                       $      -          $  10,221
                                                                                      =================== ==================
</TABLE>

On June 30, 2006, the Company sold its Curado subsidiary to a shareholder of the
company for $10 and the assumption of any potential liability  pertaining to the
subsidiary.  A loss has been  recognized  in  connection  with the  disposal  of
$8,029.

         Net assets to be disposed  of have been  separately  classified  in the
accompanying  consolidated  balance sheet at December 31, 2005. The December 31,
2005  balance  sheet  has been  restated  to  conform  with the  current  year's
presentation.

         Operating results of this discontinued operation for the three and nine
months  ended  September  30,  2006 are  shown  separately  in the  accompanying
consolidated statement of operations.  The operating statement for the three and
nine  months  ended  September  30, 2005 has been  restated to conform  with the
current year's presentation and are also shown separately. The operating results
of this discontinued operation for the three and nine months ended

<PAGE>

                            THE X-CHANGE CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 7-DISCONTINUED OPERATIONS (Continued)

September 30, 2006 and 2005 consist of:

<TABLE>
<CAPTION>
                                            For the three months ended              For the nine months ended
                                                   September 30,                          September 30,
                                             2006                2005                2006               2005
                                       ------------------  ------------------  -----------------  ------------------

<S>                                             <C>               <C>                  <C>               <C>
Revenue                                         $      -          $   37,855           $      -          $  159,514
Cost of Sales                                          -            (32,896)            (2,109)            (74,167)
General and Administrative                             -             (9,378)               (83)            (23,469)
Sale of Working Interest                               -                   -                  -             100,000
                                       ------------------  ------------------  -----------------  ------------------
Net Income (Loss)                               $      -         $   (4,419)         $  (2,192)          $  161,878
                                       ==================  ==================  =================  ==================
</TABLE>



<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This discussion should be read in conjunction with  Management's  Discussion and
Analysis of  Financial  Condition  and Results of  Operations  in the  Company's
annual report on Form 10-KSB for the year ended December 31, 2005.

Plan of Operation

The Company's current business model is focused on furthering the success of its
wholly owned subsidiary,  AirGATE  Technologies,  Inc. AirGATE Technologies is a
growing  company   specializing  in  wireless   technologies.   Michael  Sheriff
incorporated  the  Company  in  2001  to  explore  wireless  opportunities.  Due
diligence  and  examination  of  wireless   technologies   led  to  an  in-depth
investigation of Radio Frequency  Identification  (RFID).  The RFID business has
been driven by mandates from retail giant Wal-Mart and the Department of Defense
and is  predicted  to be a $4.7 billion  dollar  industry by 2007.  Beginning in
2004,  AirGATE  has  focused  its  efforts on  emerging  wireless  technologies,
including RFID.

The Company  delivers  wireless  solutions in selected  vertical  markets  built
around a data  management  and  integration  strategy.  The  Company  focuses on
high-value,   high-return  opportunities  in  "closed-loop"  applications.  This
strategy is designed to ensure rapid market  penetration  and maximum  return on
investment. AirGATE began operations in February 2004.

AirGATE's business model is strengthened by several key differentiators that set
it apart  from its  competition.  The  Company's  focus is to  create  long-term
shareholder value by: (1) Pursuing intelligent, opportunistic, wireless and RFID
applications in vertical industries; (2) Partnering with other wireless and RFID
solution  providers,  both hardware and software;  (3) Partnering  with industry
organizations,  highlighting  AirGATE's wireless solutions;  (4) Partnering with
strategic  vendors and  manufacturers;  and (5)  Building a  recognizable  brand
identity for its subsidiary, AirGATE Technologies, Inc.

AirGATE Technologies, Inc. specializes in wireless technology solutions based on
RFID;  surface  acoustic wave ("SAW");  and Zigbee  (802.15.4)  wireless  sensor
networks.  The  Company is  dedicated  to the  development  and  acquisition  of
leading-edge wireless technologies, which enables our Company to market products
and services of unsurpassed  convenience,  performance,  reliability  and value.
AirGATE  is based in Allen  Texas  and is a  founding  member of the RFID Hub of
Dallas/Ft.  Worth.  The Company is recognized  for its  expertise,  and, as RFID
continues to expand, AirGATE is well positioned to exploit its opportunities.

To capture near term revenues,  AirGATE has focused its expertise on closed-loop
RFID  applications in vertical  markets.  Because  closed-loop  applications are
intrinsically   results-oriented   and  are  not  dependent  on  EPCglobal  RFID
standards,  Wal-Mart mandates or factors outside of AirGATE's control,  the time
to market and revenue for AirGATE is ultimately  shorter and more  controllable.
AirGATE's  business  plan is based on  creating  long  term,  stable,  recurring
revenues.  AirGATE,  a  full-solution  provider,  handles  business  assessment,
process and technology blending,  solution  architecture,  technology selection,
including proprietary AirGATE technology, and integration and support

<PAGE>


AirGATE holds several lucrative development contracts with large companies,  who
are dominant in their field.  These companies include Hexion Specialty  Chemical
and SECURUS  Technologies,  Inc.  AirGATE has recently  completed a  development
contract  with Hitachi  America,  Ltd. The Company is in Phase 3 of its contract
with Hexion, and, based on successful testing, should begin commercialization of
the technology in 2007.  AirGATE has completed the prototype of its RFID scanner
design for  installation  in the prison phones  managed by SECURUS.  The Company
expects to begin  shipment to SECURUS for  installation  in the prison phones in
the first quarter of next year.

Based in Columbus,  Ohio, Hexion Specialty  Chemicals combines the former Borden
Chemical,  Bakelite,  Resolution  Performance  Products and Resolution Specialty
Materials  companies into the global leader in thermoset  resins.  Hexion serves
the  global  wood and  industrial  markets  through a broad  range of  thermoset
technologies,  specialty  products  and  technical  support for  customers  in a
diverse range of applications  and  industries.  Hexion  Specialty  Chemicals is
owned by an affiliate  of Apollo  Management,  L.P.  Additional  information  is
available  at  www.hexion.com.  For the year ended  December  31,  2005,  Hexion
Specialty Chemicals posted total revenue of $4.5 Billion.

SECURUS  Technologies is the country's largest independent  supplier of detainee
telecommunications  and  information  management  solutions,  serving over 3,100
correctional   facilities   nationwide.   A   recognized   leader  in  providing
comprehensive,  innovative  technical solutions and responsive customer service,
SECURUS'  sole  focus  is the  specialized  needs  of the  corrections  and  law
enforcement communities. SECURUS is headquartered in Dallas, Texas, with offices
in Selma, Alabama;  Raleigh,  North Carolina;  Brantford,  Ontario;  Belleville,
Ontario,  and has  application  redundancy  backup  systems in Allen,  Texas and
Irving Texas. Please visit: http://www.securustech.net.

Hitachi America, Ltd., a subsidiary of Hitachi, Ltd., markets and manufactures a
broad  range  of  electronics,  computer  systems  and  products,  and  consumer
electronics,  and provides  industrial  equipment and services  throughout North
America. For more information, visit http://www.hitachi.us.

AirGATE  is  focused  on  obtaining  development  contracts  with  high  profile
corporations,  such as  Hexion,  SECURUS,  Intel  and  others.  The  development
contracts  create immediate cash flow for the company.  However,  the key to the
long-term  success of the  Company is the  built-in  recurring  revenue  stream.
Eachcontract  establishes a recurring  revenue stream whereby  AirGATE is paid a
portion of its corporate  partners'  revenue stream that is generated  utilizing
the AirGATE developed  technologies upon  commercialization  and delivery of the
finished technology.


<PAGE>

AirGATE  currently  has  several  patents  pending  on its  technology  and will
continue to file additional patents to protect its intellectual property.

The  management  team of AirGATE  Technologies  have over 125 years  accumulated
expertise in Radio  Frequency (RF) solutions,  services,  middleware and network
management systems including:


>>       Supply Chain Management
>>       Wireless and RF Engineering
>>       System Integration
>>       Network Management Systems
>>       Enterprise Databases
>>       Microsoft and UNIX Environments

The team has a mix of financial, technical, network, and wireless backgrounds as
well as a strong  emphasis on operations  and marketing  with such  companies as
Northern  Telecom,   Texas  Instruments,   Sprint,   MCI,  Motorola,   ActionFax
International, Inc., and Ericsson. All are seasoned entrepreneurs.

Management

MICHAEL L.  SHERIFF  joined the Company  immediately  after the  acquisition  of
AirGATE Technologies as Chairman and Chief Executive Officer.

Michael  Sheriff,  president and chief executive  officer,  has over thirty-five
years of experience in the computer and telecommunications industry. In 1998 Mr.
Sheriff  founded Net Access  Exchange,  Inc., dba YPAY.  YPAY was a new Internet
media  network that  provided  advertisers  with a unique and  compelling  value
proposition to reach  consumers via the Internet  through use of  broadband-like
rich media,  providing TV-like advertising  without  compromising or interfering
with the user's Internet  connection.  YPAY utilized a patented message delivery
system  to   harness   the  power  of  the   Internet   with   multi-media   and
market-targeting capabilities not available in any other advertising medium.

In 1995, Mr. Sheriff founded CyberQuest -- a full-service  Internet  development
company -- focusing its efforts on Internet commerce in the business-to-business
marketplace.  Under Mr. Sheriff's leadership,  the company's Internet e-commerce
flagship,  bid4it,  was developed  utilizing a revolutionary new, patent pending
"bid-and-ask"  matching technology.  The site was launched in 1997 as one of the
first commodity  trading Internet  applications.  Mr. Sheriff sold CyberQuest in
October  1998 to a NASD  OTC:BB  listed  company.  He then  served as CEO of the
public  company,  CBQ, Inc., as well as being Chairman of the company's Board of
Directors.


<PAGE>

In  1994,  Mr.  Sheriff   founded  and  developed  Good  Stuff  Cheap  (GSC),  a
first-to-market  Internet-based  retail  site.  The company was the first to use
intelligent shopping agents and was featured in Wired Magazine in December 1994,
GSC was also featured on the Discovery Channel in December 1996.

Mr.  Sheriff  is  also  the  former  founder,  President  and  CEO of  ActionFax
International,  Inc. Action Fax operates one of the largest public  fax/Internet
kiosk networks in the world with locations in most world airports.

Prior to ActionFax,  Mr Sheriff was the founder and President of First  National
Computer  Corporation,  which pioneered the rental of personal computers.  Under
his direction, First National Computer became one of the largest PC rental firms
in the United States.

Mr.  Sheriff has held senior sales,  marketing  and  management  positions  with
National Semiconductor, Northern Telecom, SYCOR, Inc. and SINGER.

ROBERT BARBEE,  VICE PRESIDENT AND DIRECTOR holds a Business Degree from Kilgore
College, which he obtained in 1992. He has been actively involved in the oil and
gas business in East Texas since 1989. Mr. Barbee has been Vice-President of Oil
Patch Pipe & Supply since 2000.  This entity is an independent  oil field supply
store which has obtained the distributorship for micro chemical applications for
down hole well bore repair.  Mr. Barbee acted as President of S&B Resources from
1991 until 2002,  when he directed the sale of all its assets.  S&B was a small,
privately-held  oil and gas company which owned and operated its own production.
From 1992 through 1994 he directed LAZ Financial,  a Russian company involved in
oil and gas natural resources.  From 1995 through 1998 Mr. Barbee was Operations
Manager for 4-S Operating,  one of the top ten operators in East Texas, where he
oversaw the  production  of  approximately  15,000  barrels of oil monthly.  Mr.
Barbee also worked with Gregg  Industrial  Insulators,  Inc., where he increased
sales by approximately  $5,000,000 annually. Mr. Barbee also serves on the Board
of  Directors  for Merritt Tool in Kilgore,  Texas.  This company is a privately
owned machine tool shop that focuses principally on the aviation and oil and gas
industries.

SCOTT R. THOMPSON, SECRETARY, TREASURER, CFO, AND DIRECTOR joined the Company in
the final quarter of 2004. He graduated from the University of Denver, Colorado,
in 1985 with a Bachelor of Science  Degree in  Accounting,  receiving his CPA in
1986 while working for Ernst & Whinney,  a "Big 8" accounting  firm. His clients
at Ernst & Whinney included  privately owned and emerging  businesses as well as
multinational  corporations in the private and public sectors.  Mr. Thompson has
focused during the past 13 years on real estate sales and  development and since
2000 has been a part owner and  manager  for a capital  management  company.  He
holds Series 7, 55, 63 and 65 securities licenses.


<PAGE>

Results of Operations

         The Company had $ 1,083,773 and $ 311,183 in general and administrative
expenses  for the  nine  month  periods  ended  September  30,  2006  and  2005,
respectively.  The increase is primarily the result of ramping up the operations
for AirGATE  Technologies,  Inc. For the nine month periods ended  September 30,
2006 and 2005, the Company had revenues of $ 862,578 and $414,203, respectively.
The loss on continuing  operations  was $528,772 and $179,546 for the nine month
periods ended September 30, 2006 and 2005, respectively.

Liquidity and Capital Resources

         At September 30, 2006, the Company had total current assets of $277,672
and total assets of $349,044 as compared to $16,455  current assets and $ 57,876
total assets at December 31, 2005. The Company had a net working capital deficit
of $582,029 at September 30, 2006 and $253,955 at December 31, 2005.

         Net  stockholders'  deficit  in the  Company  was and $  510,657  as of
September 30, 2006 and $212,534 at December 31, 2005.

         The  Company  continues  to  seek  strategic  financing   alternatives,
including  discussions with current and future potential investors.  The company
has multiple  short term notes with a shareholder  of the company which amounted
to $633,446 on September 30, 2006.  The notes carry an interest rate of 10%. The
accompanying  quarterly  financial  statements  have been prepared  assuming the
Company will continue as a going concern. The Company's ability to continue as a
going concern, however, is dependent upon the Company's ability to implement its
business objectives in order to generate cash flow.

ITEM 3.  CONTROLS AND PROCEDURES

         The Company's Chief Executive  Officer and Chief Financial  Officer are
responsible for establishing and maintaining  disclosure controls and procedures
for the Company.

(a)      Evaluation of Disclosure Controls and Procedures

         As of the end of the period covered by this report, the Company carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's management, including the Company's President, of the effectiveness of
the design and operation of the  Company's  disclosure  controls and  procedures
pursuant to Rule 13a-15 under the  Securities  Exchange Act of 1934,  as amended
(the  "Exchange  Act").  Based  upon the  evaluation,  the  Company's  President
concluded that, as of the end of the period, the Company's  disclosure  controls
and  procedures  were effective in timely  alerting him to material  information
relating to the Company  required to be included in the reports that the Company
files and submits pursuant to the Exchange Act.

<PAGE>

(b)      Changes in Internal Controls

         Based on this  evaluation  as of  September  30,  2006,  there  were no
significant  changes in the Company's internal controls over financial reporting
or in any other areas that could  significantly  affect the  Company's  internal
controls  subsequent  to the date of his most recent  evaluation,  including any
corrective  actions  with  regard  to  significant   deficiencies  and  material
weaknesses.


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


         On January 11, 2006,  AirGATE  Technologies,  Inc. and Michael  Sheriff
commenced  legal action against former  employee and Chief  Operations  Officer,
James E. Flowers, as well as against Logix Consulting,  Inc. and WaveTrac,  Inc.
AirGATE and Mr. Sheriff are seeking  damages  against the Defendants as a result
of their unlawful and malicious breach of contract  (violation of non disclosure
provisions);  breach of fiduciary  duty,  misappropriation  of trade secrets and
other proprietary  information;  tortious interference with prospective business
relationships, fraud in the inducement and fraud in stock transactions, theft of
trade secrets,  and injunctive  relief. As part of the legal action, Mr. Sheriff
is demanding the return of 4,250,000 shares of restricted common stock issued to
Mr. Flowers.



ITEM 2.  CHANGES IN SECURITIES

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
None

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

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         EXHIBITS

         The following exhibits are included as part of this report:

<PAGE>

Exhibit
Number   Title of Document


31.1     Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
         2002.

32.1     Certification  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
         2002.

Reports on Form 8-K filed during 2006:

January 3, 3006 Material Agreement, contract with Hexion Specialty Chemicals


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized this November 20, 2006

                            THE X-CHANGE CORPORATION
                                  (Registrant)

DATE: November 20, 2006


                                      By:/s/     Michael  L, Sheriff
                                      Michael L. Sheriff, President, Chief
                                      Executive Officer , and Chairman
                                      (Principal Executive Officer)





DATE: November 20, 2006


                                      By:/s/     Scott R. Thompson
                                      Scott R. Thompson, Chief
                                      Financial Officer
                                      (Principal Financial Officer)





<PAGE>