UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-Q/A
                                (Amendment No. 1)

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

                For the quarterly period ended September 30, 2011

[ ] 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 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)

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 [X] NO [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). YES [ ] NO [X]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer",  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [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 19, 2012: 46,108,791

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

              Form 10-Q/A for the Quarter ended September 30, 2011

                                Table of Contents

                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

Item 1 -  Financial Statements                                                 3

Item 2 -  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                           16

Item 3 -  Quantitative and Qualitative Disclosures About Market Risk          20

Item 4 -  Controls and Procedures                                             20

PART II - OTHER INFORMATION

Item 1 -  Legal Proceedings                                                   20

Item 1A - Risk Factors                                                        21

Item 2 -  Unregistered Sales of Equity Securities and Use of Proceeds         21

Item 3 -  Defaults Upon Senior Securities                                     21

Item 4 -  (Removed and Reserved)                                              21

Item 5 -  Other Information                                                   21

Item 6 -  Exhibits                                                            21

SIGNATURES                                                                    22

                                       2
<PAGE>
PART I - FINANCIAL INFORMATION

On August 18, 2011,  The X-Change  Corporation  (Company)  entered into an Asset
Purchase Agreement  (Agreement) with Old West Entertainment  Corp. (Old West), a
Nevada corporation,  a privately-owned company which was not affiliated with the
Company.  As part of the Agreement,  the Company  acquired all right,  title and
interest in all of Old West's Operating  Entertainment  Business  (Assets).  The
Assets  included a website,  client base,  capital assets,  hardware,  software,
intellectual property as well as all of Old West's artists, properties, patents,
trademarks and distribution  rights and agreements  relating to Old West's music
and  entertainment  business.  The  Company  would  also  assume  all rights and
obligations under a Management  Consulting Agreement between Old West and Arturo
Molina,  Jr.  (Molina),  also  known  in  the  music  business  as  "Frost."  As
consideration  for this  Agreement and the execution of the separate  management
services  agreements  with Molina and the Bogat Family  Trust  (Bogat  Trust) on
behalf  of  Raymond  Dabney  (Dabney)  for  Molina's  serving  as the  Company's
President,  CEO and acting CFO and Dabney's  services in operating the music and
entertainment  portion  of  the  business,   the  Company  issued  an  aggregate
12,252,156 shares of restricted, unregistered common stock.

On  February  22,  2012,  the  Company  entered  into  a  Repurchase   Agreement
(Repurchase  Agreement) with Old West,  Molina and the Bogat Trust. As a part of
the Repurchase  Agreement,  the Company  transferred  all of the  aforementioned
assets back to Old West in exchange for Old West  returning the shares which the
Company  issued  to it as part  of the  original  Asset  Purchase  Agreement.  A
complete  copy of the  Repurchase  Agreement  was  attached  as an  exhibit to a
Current  Report  on Form 8-K on or about  March 5,  2012 and the  effect  of the
Repurchase Agreement was to make the initial agreement null and void Ab Initio.

Concurrent  with the  rescission  of this  transaction,  the  Company  recovered
11,000,000  shares of the 12,252,136  shares  originally  issued.  Approximately
1,252,136 shares remained in the possession of Old West, Molina and/or the Bogat
Trust. These net 1,252,136 shares remaining outstanding were initially valued at
an agreed-upon value of approximately  $25,042.  As the agreed-upon  transaction
valuation  was below the "fair  value" of the  securities  issued,  the  Company
experienced  an  additional  non-cash  charge  to  operations  of  approximately
$475,812.  The  aggregate  approximately  $500,854 was charged to  operations as
"Loss  on  rescinded  acquisition  of  Old  West  Entertainment  Corp."  in  the
accompanying  financial  statements to reflect the net economic event related to
these transactions.

Additionally,  former  management,  under the  direction  of Molina and  Dabney,
prepared and filed the Company's  Quarterly  Report on Form 10-Q for the quarter
ended  September 30, 2011 without the required  review of the Company's  auditor
and treated the acquisition of Old West as a "reverse  acquisition"  whereby Old
West was the accounting acquiror for financial statement purposes.

Due to the February 22, 2012 Repurchase Agreement rendering the transaction null
and void Ab Initio,  this filing  amends and replaces,  in total,  the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.

                (Remainder of this page left blank intentionally)

                                       3
<PAGE>
ITEM 1 - FINANCIAL STATEMENTS

                    The X-Change Corporation and Subsidiaries
                      Restated Consolidated Balance Sheets
                    September 30, 2011 and December 31, 2010

<TABLE>
<CAPTION>
                                                                       (Unaudited)            (Audited)
                                                                        RESTATED
                                                                      September 30,          December 31,
                                                                          2011                   2010
                                                                      ------------           ------------
<S>                                                                   <C>                    <C>
                                     ASSETS

CURRENT ASSETS
  Cash on hand and in bank                                            $         --           $         --
  Note receivable                                                               --                 40,714
  Interest receivable                                                           --                    546
                                                                      ------------           ------------
      TOTAL CURRENT ASSETS                                                      --                 41,260
                                                                      ------------           ------------
OTHER ASSETS
  Casino ship                                                                   --                     --
  License agreement                                                             --                530,000
                                                                      ------------           ------------
      TOTAL OTHER ASSETS                                                        --                530,000
                                                                      ------------           ------------

      TOTAL ASSETS                                                    $         --           $    571,260
                                                                      ============           ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Convertible debenture payable, net of unamortized discount          $    285,225           $    286,225
  Notes payable to shareholder                                             829,598                837,490
  Accounts payable - trade                                                      --                  4,570
  Accrued interest payable                                                  81,451                 50,072
                                                                      ------------           ------------
      TOTAL CURRENT LIABILITIES                                          1,196,274              1,178,357
                                                                      ------------           ------------
      TOTAL LIABILITIES                                                  1,196,274              1,178,357
                                                                      ------------           ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' 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. 17,268,427 and 16,309,916 shares
   issued and outstanding                                                   17,268                 16,310
  Additional paid-in capital                                            23,826,147             23,579,289
  Accumulated deficit                                                  (25,039,689)           (24,202,696)
                                                                      ------------           ------------
      TOTAL STOCKHOLDERS' DEFICIT                                       (1,196,274)              (607,097)
                                                                      ------------           ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                     $         --           $    571,260
                                                                      ============           ============
</TABLE>


   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
                 The accompanying notes are an integral part of
                           these financial statements.

                                       4
<PAGE>
                    The X-Change Corporation and Subsidiaries
      Restated Consolidated Statements of Operations and Comprehensive Loss
             Nine and Three months ended September 30, 2011 and 2010
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                 Nine months       Nine months      Three months     Three months
                                                   ended             ended             ended            ended
                                                September 30,     September 30,     September 30,    September 30,
                                                    2011              2010              2011             2010
                                                ------------      ------------      ------------     ------------
<S>                                             <C>               <C>               <C>              <C>
REVENUES - net of returns and allowances        $         --      $         --      $         --     $         --
COST OF SALES                                             --                --                --               --
                                                ------------      ------------      ------------     ------------
GROSS PROFIT                                              --                --                --               --
                                                ------------      ------------      ------------     ------------
OPERATING EXPENSES
  General and administrative expenses                 93,466            93,302            18,090           28,762
                                                ------------      ------------      ------------     ------------
TOTAL OPERATING EXPENSES                              93,466            93,302            18,090           28,762
                                                ------------      ------------      ------------     ------------
LOSS FROM OPERATIONS                                 (93,466)          (93,302)          (18,090)         (28,762)

OTHER INCOME (EXPENSE)
  Interest expense, including amortization
   of financing fees and note discounts             (201,413)         (202,188)         (201,413)         (38,621)
  Loss on rescinded acquisition of Old
   West Entertainment Corp.                         (500,854)               --          (500,854)              --
  Impairment of non-operating assets
   acquired in note foreclosure                      (41,260)               --                --               --
                                                ------------      ------------      ------------     ------------
TOTAL OTHER INCOME (EXPENSE)                        (743,527)         (202,188)         (702,267)         (38,621)
                                                ------------      ------------      ------------     ------------
LOSS FROM CONTINUING OPERATIONS BEFORE
 PROVISION FOR INCOME TAXES                         (836,993)         (295,490)         (720,357)         (67,383)

PROVISION FOR INCOME TAXES                                --                --                --               --
                                                ------------      ------------      ------------     ------------
NET LOSS                                            (836,993)         (295,490)         (720,357)         (67,383)

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

COMPREHENSIVE LOSS                              $   (836,993)     $   (295,490)     $   (720,357)    $    (67,383)
                                                ============      ============      ============     ============
Net loss per weighted-average share of
 common stock outstanding, calculated on
 Net Loss - basic and fully diluted             $      (0.05)     $      (0.05)     $      (0.04)    $      (0.01)
                                                ============      ============      ============     ============
Weighted-average number of shares
 of common stock outstanding                      15,962,024         5,452,963        16,601,528        5,513,000
                                                ============      ============      ============     ============
</TABLE>

   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
                 The accompanying notes are an integral part of
                           these financial statements.

                                       5
<PAGE>
                    The X-Change Corporation and Subsidiaries
                 Restated Consolidated Statements of Cash Flows
                  Nine months ended September 30, 2011 and 2010
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                 RESTATED
                                                                                Nine months          Nine months
                                                                                  ended                ended
                                                                               September 30,        September 30,
                                                                                   2011                 2010
                                                                                ----------           ----------
<S>                                                                             <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                                       $ (836,993)          $ (295,490)
  Adjustments to reconcile net loss to net cash
   provided by operating activities
     Depreciation and amortization                                                      --               76,694
     Expenses paid with common stock                                                25,000                   --
     Loss on rescinded acquisition of Old West Entertainment Corp.                 500,854                   --
     Impairment of non-operating assets acquired in note foreclosure                41,260                   --
     Effect of issuance of common stock at less than "fair value"                  125,962                   --
     Interest expense paid with common stock                                            --               57,756
  Increase (Decrease) in
     Accounts payable and other                                                     (4,570)              31,396
     Accrued interest payable                                                       71,379               67,738
                                                                                ----------           ----------
           NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                     (77,108)             (61,906)
                                                                                ----------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES                                                    --                   --
                                                                                ----------           ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Cash received from exercise of warrants                                           10,000                   --
  Cash received on related party line of credit                                     67,108               60,865
                                                                                ----------           ----------
           NET CASH USED IN FINANCING ACTIVITIES                                    77,108               60,865
                                                                                ----------           ----------
DECREASE IN CASH                                                                        --               (1,041)
Cash at beginning of period                                                             --                1,080
                                                                                ----------           ----------

CASH AT END OF PERIOD                                                           $       --           $       39
                                                                                ==========           ==========
SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
  Interest paid for the period                                                  $       --           $       --
                                                                                ==========           ==========
  Income taxes paid for the period                                              $       --           $       --
                                                                                ==========           ==========
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
  Common Stock issued for license agreement                                     $ (530,000)          $       --
                                                                                ==========           ==========
  Conversion of Debenture Payable into Common Stock                             $    1,000           $   32,000
                                                                                ==========           ==========
  Repayment of Note Payable to Stockholder with Common Stock                    $   75,000           $       --
                                                                                ==========           ==========
  Payment of Accrued Interest Payable to Stockholder with Common Stock          $   40,000           $       --
                                                                                ==========           ==========
</TABLE>


   The financial information presented herein has been prepared by management
           without audit by independent certified public accountants.
                 The accompanying notes are an integral part of
                           these financial statements.

                                       6
<PAGE>
                    The X-Change Corporation and Subsidiaries
               Notes to Restated Consolidated Financial Statements
                    September 30, 2011 and December 31, 2010


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,  the Company has disposed of all  operating  assets and
operating activities.

In March 2010, the Company formed the wholly-owned subsidiaries - Caballo Blanco
Communications,  Ltd. and Commerce Services,  Inc. - as Colorado corporations to
conduct operations related to the various proposed acquisitions. On December 27,
2010,  the Company  changed the  corporate  name of Commerce  Services,  Inc. to
PolySilicon,  Inc. to conduct the business activities related to a then proposed
acquisition.  There  has  been no  economic  activity  conducted  within  either
subsidiary since their formation.

Between March 2010 and October 2010, the Company announced and abandoned several
proposed acquisitions.

On  October  7, 2010,  the  Company  announced  that it signed an  agreement  in
principle  to acquire  21-Century  Silicon,  Inc.,  based in  Richardson,  Texas
(21-Century).  The terms of the  acquisition was anticipated to involve a change
in control of the Company and the appointment of new directors.  Concurrent with
the execution of the agreement in principle, the Company issued 1,000,000 shares
of restricted,  unregistered common stock to license 21-Century's technology and
to secure an  exclusive  right to  negotiate  to  acquire  certain  intellectual
property.  The closing of the  acquisition  was subject to the completion of all
appropriate  due  diligence.  On  November 8, 2010,  21-Century  executed a note
payable to the Company in the amount of approximately $28,500,  bearing interest
at 10.0% for  working  capital  advances  made by the  Company  on  21-Century's
behalf. On January 17, 2011, the Company announced that through its wholly-owned
subsidiary,  PolySilicon,  Inc, it had completed the purchase of the  intangible
assets of  21-Century,  subject to an agreement  to purchase a  $3,500,000  note
payable owed to the State of Texas (Texas  Note) by  21-Century.  On January 28,
2011, the Company announced that it had cancelled the purchase of 21-Century and
canceled  its offer to purchase  the Texas Note.  The purchase of the assets was
conditioned  on the Company being able to purchase the Texas Note.  The State of
Texas' insistence on additional  repetitive reviews of the proposed transaction,
which was scheduled for closing, resulted in the Company's inability to complete
and close the financing  necessary for silicon  manufacturing.  Concurrent  with
this action, the Company rescinded the 1,000,000 shares issued in the October 7,
2010  event  and  executed  its lien on the  assets  of  21-Century  Silicon  in
satisfaction of a note receivable and accrued  interest  totaling  approximately
$41,200.  Upon foreclosure on said assets,  the Company's  management elected to
take a 100%  impairment  against the foreclosed  value  resulting in a charge to
operations in the first quarter of 2011 of approximately  $41,200.  Any gain, if
any,  upon the ultimate  disposition  of said assets will be  recognized  at the
point of future sale.

On March 7, 2011,  the Company  announced  that it had entered into an Agreement
and  Plan  of  Exchange  with  Surrey  Vacation  Properties,  Inc.  (a  Missouri
corporation) (Seller) to acquire 100% of the issued and outstanding stock of the
Seller.  In the  transaction,  it is  anticipated  that the  Company  will issue
63,283,391 restricted, unregistered shares of its $0.001 par value common stock.
A copy of the Contract  for Sale was filed as an exhibit to a Current  Report on
Form 8-K filed with the SEC on or about March 11, 2011.  On April 26,  2011,  as
reported  on a Current  Report on Form 8-K filed with the SEC on or about  April
28, 2011, the CEO of Surrey Vacation Resorts, Inc. (Surrey) informed the Company
that Surrey would not able to meet a condition of closing of the  acquisition of
Surrey by the Company.  Surrey had been unable to obtain the  necessary  written
approval of the acquisition  transaction  from its lenders and further  informed
the Company that Surrey would be unable to close the  transaction.  Upon receipt
of this information, the Company agreed to terminate the aforementioned contract
to acquire Surrey Vacation Resorts, Inc.

On May 25, 2011,  the Company  announced that it had closed on the purchase of a
Casino Ship located in Freeport,  Texas.  The  acquisition  was purchased by LDC
Collection   Systems,   Inc.,  a  newly-formed   and   wholly-owned   subsidiary
incorporated  under  the Laws of the  State of  Texas.  The  purchase  price was
2,000,000 shares of restricted, unregistered common stock of the Company with an
agreed-upon  valuation of  approximately  $1,750,000.  The Casino ship, known as
"The Texas Star Casino", is a 155-foot ocean going vessel equipped with 250 slot
machines  and  various   table  games.   The  ship  also  has   facilities   for
entertainment,  beverage  service and dining.  The ship was  purchased  from CJP
Entertainment  LLC,  a  Missouri  corporation.  The ship  was  built in 1977 and
updated in 1986.  The ship  previously  operated out of ports located in Georgia
and Florida.

On June 6, 2011,  the Company has also entered  into a Letter of Intent  ("LOI")
with George J. Akmon and Jerry Monday & Associates,  LLC (collectively  referred
to as  "Operators")  to operate  "The Texas Star  Casino"  outside the nine mile
territorial waters of Texas, in international waters, as a casino ship. As it is
the intent to operate  the ship  outside the 9-mile  State of Texas  territorial
limit means that the Company, nor its operators,  will be required to acquire or
hold a gaming license from the State of Texas.

On July 25, 2011,  the Company,  its  wholly-owned  subsidiary,  LDC  Collection
Systems, Inc. and CJP Entertainment LLC, mutually agreed to execute a Repurchase
Agreement  whereby  the May 25,  2011  transaction  was  reversed.  The  Company
retained no rights to own or operate  the cruise ship and no further  action was
taken on the June 6, 2011 LOI to operate said casino ship.

                                       7
<PAGE>
                    The X-Change Corporation and Subsidiaries
         Notes to Restated Consolidated Financial Statements - Continued
                    September 30, 2011 and December 31, 2010


NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

On August 18, 2011,  The X-Change  Corporation  (Company)  entered into an Asset
Purchase Agreement  (Agreement) with Old West Entertainment  Corp. (Old West), a
Nevada corporation,  a privately-owned company which was not affiliated with the
Company.  As part of the Agreement,  the Company  acquired all right,  title and
interest in all of Old West's Operating  Entertainment  Business  (Assets).  The
Assets  included a website,  client base,  capital assets,  hardware,  software,
intellectual property as well as all of Old West's artists, properties, patents,
trademarks and distribution  rights and agreements  relating to Old West's music
and  entertainment  business.  The  Company  would  also  assume  all rights and
obligations under a Management  Consulting Agreement between Old West and Arturo
Molina,  Jr.  (Molina),  also  known  in  the  music  business  as  "Frost."  As
consideration  for  this  Agreement,  the  Company  issued  one  million  shares
(1,000,000) of its common stock, in restricted form, to Old West.

As part of this Agreement,  Molina was issued five million shares (5,000,000) of
the Company's common stock for his management  services for a period of one year
and Molina was appointed President and CEO of the Company as well as acting CFO.
The Company also issued five million  shares  (5,000,000) of its common stock in
restricted  form to the Bogat Family  Trust  (Bogat  Trust) on behalf of Raymond
Dabney (Dabney) as consideration for the management  services Mr. Dabney will be
providing to the Company in operating the music and entertainment portion of the
business for a period of one year. Neither Molina, Dabney or the Bogat Trust are
shareholders of Old West. Old West's sole  shareholder,  officer and director is
Mark  Jordan.  Mr.  Jordan,  Molina  and the Bogat  Trust were  non-related  and
non-affiliates of the Company prior to this transaction.

On  February  22,  2012,  the  Company  entered  into  a  Repurchase   Agreement
(Repurchase  Agreement) with Old West,  Molina and the Bogat Trust. As a part of
the Repurchase  Agreement,  the Company is transferred all of the aforementioned
assets back to Old West in exchange for Old West  returning the shares which the
Company  issued  to it as part  of the  original  Asset  Purchase  Agreement.  A
complete  copy of the  Repurchase  Agreement  was  attached  as an  exhibit to a
Current  Report  on Form 8-K on or about  March 5,  2012 and the  effect  of the
Repurchase Agreement was to make the initial agreement null and void Ab Initio.

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, 2010.  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, 2011.

For  segment  reporting  purposes,  the Company  operated  in only one  industry
segment during the periods represented in the accompanying  financial statements
and makes all  operating  decisions and  allocates  resources  based on the best
benefit to the Company as a whole.

                                       8
<PAGE>
                    The X-Change Corporation and Subsidiaries
         Notes to Restated Consolidated Financial Statements - Continued
                    September 30, 2011 and December 31, 2010


NOTE B - PREPARATION OF FINANCIAL STATEMENTS - CONTINUED

These  financial  statements  reflect the books and records of the Company as of
and for  respective  nine and three month periods  ended  September 30, 2011 and
2010, respectively.  All intercompany transactions, if any, have been eliminated
in consolidation.

NOTE C - GOING CONCERN UNCERTAINTY

As of September 30, 2011 and December 31, 2010, respectively, the Company has no
operations,  limited cash on hand, and significant debt related to the financing
of the operations of a liquidated former  subsidiary.  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  business plan is to seek an  acquisition or merger with a private
operating   company  which  offers  an  opportunity   for  growth  and  possible
appreciation of our stockholders'  investment in the then issued and outstanding
common stock.  However,  there is no assurance  that the Company will be able to
successfully  consummate  an  acquisition  or merger  with a  private  operating
company or, if  successful,  that any  acquisition  or merger will result in the
appreciation  of our  stockholders'  investment in the then  outstanding  common
stock.

The Company's  current  controlling  stockholder  has  maintained  the corporate
status of the  Company  and has  provided  all  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.

The  Company's  ultimate  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.  The Company  faces  considerable  risk in it's
business plan and a potential  shortfall of funding due any potential  inability
to raise capital in the equity securities  market. If adequate operating capital
and/or cash flows are not received  during the next twelve  months,  the Company
could become dormant until such time as necessary funds could become available.

The Company  anticipates  future  sales or  issuances  of equity  securities  to
fulfill its business plan. 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  Articles  of  Incorporation  authorize  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  as well as impede  potential  takeover of the
Company,  which  may be in the best  interest  of  stockholders.  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.

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.

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.

                                       9
<PAGE>
                    The X-Change Corporation and Subsidiaries
         Notes to Restated Consolidated Financial Statements - Continued
                    September 30, 2011 and December 31, 2010


NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

1.   Cash and cash equivalents - continued

     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 were 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.

4.   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.

5.   Income taxes

     The Company  files  income tax returns in the United  States of America and
     various states,  as appropriate  and  applicable.  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.

     The Company uses the asset and liability  method of  accounting  for income
     taxes.  At September 30, 2011 and December 31, 2010, 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.

                                       10
<PAGE>
                    The X-Change Corporation and Subsidiaries
         Notes to Restated Consolidated Financial Statements - Continued
                    September 30, 2011 and December 31, 2010


NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

6.   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 September 30, 2011 and 2010, respectively,  the Company's outstanding
     stock options,  warrants,  and convertible  debentures are considered to be
     anti-dilutive due to the Company's net operating loss.

7.   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 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash,  accounts  receivable,  accounts  payable and notes
payable, as applicable,  approximates fair value due to the short term nature of
these items  and/or the current  interest  rates  payable in relation to current
market conditions.

Interest  rate risk is the risk  that the  Company's  earnings  are  subject  to
fluctuations  in interest  rates on either  investments  or on debt and is fully
dependent  upon  the  volatility  of  these  rates.  The  Company  does  not use
derivative instruments to moderate its exposure to interest rate risk, if any.

Financial  risk  is  the  risk  that  the  Company's  earnings  are  subject  to
fluctuations in interest rates or foreign exchange rates and are fully dependent
upon the  volatility  of  these  rates.  The  Company  does  not use  derivative
instruments to moderate its exposure to financial risk, if any.

NOTE F - CONCENTRATIONS OF CREDIT RISK

The Company  maintains its cash in domestic  financial  institutions  subject to
insurance coverage issued by the Federal Deposit Insurance  Corporation  (FDIC).
Under FDIC rules,  the Company is entitled to  aggregate  coverage as defined by
Federal  regulation  per account  type per separate  legal entity per  financial
institution.  During the six month period ended  September 30, 2011 and the year
ended December 31, 2010, and subsequent thereto,  respectively,  the Company has
not had any had deposits in a financial  institution  with credit risk exposures
in excess of statutory  FDIC  coverage.  The Company has incurred no losses as a
result of any unsecured credit risk exposures.

NOTE G - DEBT FINANCING ARRANGEMENTS

Melissa Note

On August 15, 2006, the Company  executed a long-term  Promissory  Note (Melissa
Note) with  Melissa CR 364 Ltd.,  a Texas  limited  partnership  (Melissa  Ltd.)
providing  a  $1,000,000  line of credit.  Melissa  Ltd.  is managed by a former
officer and shareholder of the Company.

                                       11
<PAGE>
                    The X-Change Corporation and Subsidiaries
         Notes to Restated Consolidated Financial Statements - Continued
                    September 30, 2011 and December 31, 2010


NOTE G - DEBT FINANCING ARRANGEMENTS - CONTINUED

Melissa Note - continued

The Melissa Note had an initial term of 24 months with interest  accruing at 10%
per annum.  Accrued  interest  under the note was  payable  quarterly  beginning
November 1, 2006, and the principal and any remaining  accrued  interest was due
at  maturity on August 14,  2008.  The  Company  pledged  100% of the issued and
outstanding  common  stock  of  AirGATE  as  collateral  for  the  note.  At the
discretion  of Melissa Ltd, the Melissa  Note may be converted  into  restricted
common  stock of the  Company at any time at an agreed upon  conversion  rate of
$0.825 per  share.  In  addition,  the  Melissa  Note may be prepaid at any time
without penalty.

The Company  valued and recorded an embedded  beneficial  conversion  feature in
connection with the Melissa Note of $756,950, and amortized this amount over the
initial two year life of the note resulting in non-cash charges to earnings as a
component of interest expense through December 31, 2008.

At  maturity,  the  Company  failed to make the  required  payment of the entire
outstanding principal and accrued interest due under the Melissa Note. On August
22, 2008, the Company, AirGATE and the Melissa Ltd. entered into an Amendment to
Promissory  Note (the  Amendment)  amending  the  Melissa  Note.  The  Amendment
extended  the  maturity  date  of the  Note  to  December  15,  2008  and,  in a
supplemental Board action,  changed the conversion rate to par value ($0.001 per
share). In connection with the Amendment, AirGATE paid Melissa Ltd. (I) $100,000
to be applied  against the  outstanding  principal of the Melissa Note, (ii) all
interest  on the Note  accrued  through  August  15,  2008,  and  (iii)  $4,500,
representing  Melissa Ltd's  attorneys'  fees and costs in  connection  with the
Amendment.

After the application of the $100,000  principal payment against the outstanding
principal  under the Note,  the  outstanding  principal  owed under the Note was
$697,794.  Interest  payments  were  due on the  15th  of each  month  beginning
September 15, 2008. If either the Company and/or  AirGATE  completes a corporate
financing  transaction  before  December  15, 2008,  whereby  either the Company
and/or  AirGATE  receives in excess of $300,000  through the issuance of debt or
equity or a combination  thereof,  the Company and/or AirGATE agreed to remit to
Melissa Ltd. in payment of the  obligations  under the Melissa Note,  the entire
net proceeds of such  transaction,  or such smaller amount of net proceeds as is
necessary to pay the entire  outstanding  principal  amount of the Melissa Note,
plus all accrued interest.

In  December  2008,  Melissa  Ltd.  began  foreclosure  proceedings  against its
collateral,  which included 100% of the Company's  holdings in AirGATE,  and the
right to convert the Melissa Note into  restricted,  unregistered  shares of the
Company's  common stock.  The foreclosure  proceeding was consummated on January
16, 2009 and the  Company's  holdings in AirGATE were  forfeited.  Additionally,
Melissa Ltd. converted approximately $51,000 of principal on the Melissa Note to
51,000,000  shares of the Company's  common stock,  concurrent with the maturity
date of December 15, 2008.

In May 2011,  Melissa,  Ltd.  converted  approximately  $75,000 in principal and
$40,000 of accrued  interest  into 575,000  shares of  restricted,  unregistered
common stock.

As of September 30, 2011 and December 31, 2010, the  outstanding  balance on the
Melissa Note is  approximately  $600,073 and $668,239,  inclusive of capitalized
accrued interest. Interest continues to accrue at 10% per annum.

South Beach Live, Ltd. Note

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  September  30, 2011 and  December  31,  2010,  respectively,  an
aggregate of approximately  $236,359 and $169,250 has been advanced against this
note.

LCII Debentures

During the  quarter  ending  September  30,  2007,  the Company  entered  into a
Securities  Purchase  Agreement  with La Jolla  Cove  Investors,  Inc.  ("LCII")
providing   for  two   convertible   debentures   totaling   $400,000  with  two
corresponding sets of non-detachable  warrants totaling 4,000,000 shares with an
exercise price of $1.00.  The convertible  debentures  accrue interest at 6-1/4%
until  converted  or the  expiration  of their three year term.  The  respective
debentures matured in August 2010; however, in the absence of a formal extension
agreement,  both  parties  have  agreed to stay the  maturity  and allow  future
conversions and warrant exercises to occur.

                                       12
<PAGE>
                    The X-Change Corporation and Subsidiaries
         Notes to Restated Consolidated Financial Statements - Continued
                    September 30, 2011 and December 31, 2010


NOTE G - DEBT FINANCING ARRANGEMENTS - CONTINUED

LCII Debentures - continued

The debentures and warrants have mandatory conversion features. These conversion
features  becomes  effective in the first full  calendar  month after the common
stock  underlying the debenture is either I) registered under the Securities Act
of 1933 (the "Act"),  which is at the Company's option, or ii) available by LCII
to be resold pursuant to Rule 144 of the Act. If the conversion  feature becomes
effective, LCII is obliged to convert an average of 10% of the face value of the
debenture each calendar month into a variable  number of shares of the Company's
common  stock.  The number of shares is determined by a formula where the dollar
amount of the debenture being converted is multiplied by eleven,  from which the
product of the conversion price and ten times the dollar amount of the debenture
being  converted  is  then  subtracted,  all of  which  is then  divided  by the
conversion  price.  The conversion price is equal to the lesser of (I) $1.00, or
(ii) 80% of the average of the 3 lowest volume  weighted  average  prices during
the twenty  trading  days prior to the  conversion  election.  The  Company  can
prevent  conversion if the trading price falls below $0.30 per share on the date
LCII elects to convert.  Under certain  provisions,  if LCII does not convert an
average  of at least 5% of the face  value of the  debenture,  the  Company  may
prepay portions of the debenture.  As contractually  linked,  if LCII converts a
portion of the debenture,  LCII must also exercise a proportionate amount of the
warrants.

In the event that the entire $400,000 of the convertible debentures is converted
in conjunction with the required exercise of warrants,  the Company will receive
a total of $4.4 million from LCII.  The aggregate  number of shares  issuable to
LCII in this event is dependent  on the trading  price of the  Company's  common
stock over the term of the conversion process.

The Company allocated the proceeds from the debentures  between the warrants and
the debt based on the  estimated  relative  fair value of the  warrants  and the
debt.   The  value  of  the  warrants  was  calculated  at  $273,634  using  the
Black-Scholes  model  and the  following  assumptions:  discount  rate of  4.1%,
volatility of 156% and expected term of three years. The Company also calculated
a beneficial  conversion  feature totaling  $126,366.  The Company is amortizing
both the warrant value and value attributed to the beneficial conversion feature
(total $400,000) over the term of the debentures. This non-cash charge to income
is included in interest expense.

At  September  30, 2011 and December 31,  2010,  respectively,  the  outstanding
principal amount of convertible  debentures totaled  approximately  $285,225 and
$286,225.

NOTE H - PREFERRED STOCK

The Company is authorized to issue up to a total of 75,000,000  shares of $0.001
par value  Preferred  Stock.  The Company's  Board of Directors  has  designated
250,000 shares as "Series A Convertible Preferred Stock".

The Company 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 Company,  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, 2011 and December  31,  2010,  respectively,  there were no
shares of preferred stock issued and outstanding.

NOTE I - COMMON STOCK TRANSACTIONS

Amendment to the Articles of Incorporation

On January 31,  2011,  the Board of  Directors  of the Company and its  majority
shareholder  approved an amendment to its Articles of  Incorporation  increasing
the authorized  capital of the Company from  37,500,000  shares of common stock,
par value $.001 and 3,750,000  shares of preferred  stock,  par value $.001,  to
750,000,000  shares of common stock and 75,000,000 share of preferred stock. The
Amended  Articles  were filed with the  Nevada  Secretary  of State on March 22,
2011, the effective date of the amendment.

                                       13
<PAGE>
                    The X-Change Corporation and Subsidiaries
         Notes to Restated Consolidated Financial Statements - Continued
                    September 30, 2011 and December 31, 2010


NOTE I - COMMON STOCK TRANSACTIONS - CONTINUED

Reverse Stock split

Effective  August 9,  2010,  Company's  Board of  Directors  declared a 1-for-20
reverse split of the issued and outstanding  shares of common stock. The reverse
stock split was implemented by adjusting the  stockholders'  book entry accounts
to reflect the number of shares held by each stockholder following the split. No
fractional shares were issued in connection with the reverse stock split and any
fractional  shares  resulting  from the  reverse  split  were  rounded up to the
nearest whole share. The reverse stock split reduced the number of the Company's
issued and outstanding  shares of common stock on this date from  136,089,746 to
approximately 5,513,000.

On  January  31,  2011,  the  Company's  Board  of  Directors  and its  majority
shareholder  approved an amendment to its Articles of  Incorporation  increasing
the authorized capital of the Company from 37,500,000 shares of $0.001 par value
common  stock  and  3,750,000  shares of $0.001  par  value  preferred  stock to
750,000,000  shares of $0.001 par value  common stock and  75,000,000  shares of
$0.001 par value  preferred  stock.  The  Amended  Articles  were filed with the
Nevada  Secretary  of  State  on  March  22,  2011,  the  effective  date of the
amendment.

The  effects  of these  actions  are  reflected  in the  accompanying  financial
statements as of the first day of the first period presented.

Stock issuances

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 (approximately 195,122 post-reverse split 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  was  classified  as  "interest  expense"  in  the
accompanying financial statements.

In September 2010 and December  2010, the Company issued an aggregate  9,797,416
restricted,  unregistered  post-reverse  split  shares to Melissa CR 364 LTD. to
retire a combination  of  approximately  $50,000 on the  aforementioned  line of
credit and  approximately  $146,000 in accumulated  accrued interest on both the
AirGATE and line of credit notes.  As the valuation of the  conversion as stated
in the separate  note  agreements  was below the "fair value" of the  securities
issued, the Company experienced a non-cash charge to operations of approximately
$4,950,000  which was  classified  as  "interest  expense"  in the  accompanying
financial statements.

On  October  7,  2010,  the  Company  issued  1,000,000  shares  of  restricted,
unregistered  post-reverse split shares, valued at approximately  $530,000 which
was  equal  to  the  closing  quotation  of  the  Company's  securities  on  the
transaction date, to 21-Century  Silicon,  Inc. (a Texas corporation) to license
the use of 21-Century's technology and to secure an exclusive right to negotiate
to acquire certain intellectual  property from 21-Century.  On January 28, 2011,
concurrent  with the  abandonment  of the  21-Century  transaction,  the Company
rescinded the October 2010  transaction  where  1,000,000  shares of restricted,
unregistered  common  stock  was  issued  to  license  the  use of  21-Century's
technology  and to secure an exclusive  right to  negotiate  to acquire  certain
intellectual property from 21-Century. Further, concurrent with this action, the
Company executed its lien on the assets pledged by 21-Century in satisfaction of
a note receivable and accrued  interest  totaling  approximately  $41,200.  Upon
foreclosure  on said assets,  the  Company's  management  elected to take a 100%
impairment  against the foreclosed  value resulting in a charge to operations in
the first quarter of 2011 of approximately  $41,200.  Any gain, if any, upon the
ultimate  disposition  of said assets will be  recognized at the point of future
sale.

On January 3, 2011, LJII issued a Debenture Conversion Notice to the Company for
the conversion of $1,000 of the outstanding debenture balance into 21,375 shares
of the Company's common stock.  Additionally,  LJII exercised 10,000 outstanding
warrants to obtain 10,000 shares of the Company's common stock for $10,000 cash.
This conversion was completed on January 5, 2011 with the delivery of the shares
to LJII.  As the  aggregate  conversion  and exercise  price was below the "fair
value" of the securities  issued,  the Company  experienced a non-cash charge to
operations of approximately  $10,962 which was classified as "interest  expense"
in the accompanying financial statements.

In May 2011, the Company issued an aggregate  575,000  restricted,  unregistered
post-reverse  split  shares to Melissa CR 364 LTD.  to retire a  combination  of
approximately  $75,000 on the aforementioned notes and approximately  $40,000 in
accumulated  accrued  interest.  As the valuation of the conversion as stated in
the  separate  note  agreements  was below the  "fair  value" of the  securities
issued, the Company experienced a non-cash charge to operations of approximately
$115,000  which  was  classified  as  "interest  expense"  in  the  accompanying
financial statements.

                                       14
<PAGE>
                    The X-Change Corporation and Subsidiaries
         Notes to Restated Consolidated Financial Statements - Continued
                    September 30, 2011 and December 31, 2010


NOTE I - COMMON STOCK TRANSACTIONS - CONTINUED

Stock issuances - continued

In July 2011,  in connection  with the  execution of a Letter of Intent  ("LOI")
with George J. Akmon and Jerry Monday & Associates,  LLC (collectively  referred
to as  "Operators")  to operate  "The Texas Star  Casino"  outside the nine mile
territorial  waters of Texas,  in  international  waters,  as a casino ship, the
Company issued 100,000  shares of  restricted,  unregistered  common stock as an
inducement  to execute the LOI.  This  transaction  was valued at  approximately
$25,000 which approximated "fair value" of the Company's  securities on the date
of issuance.

In August 2011, the Company issued an aggregate 12,252,136 shares of restricted,
unregistered common stock to Old West, Molina and the Bogat Trust, as previously
discussed.  Concurrent  with the  rescission  of this  transaction,  the Company
recovered   11,000,000  shares  of  the  12,252,136  shares  originally  issued.
Approximately  1,252,136  shares remained in the possession of Old West,  Molina
and/or the Bogat Trust.  These net 1,252,136 shares  remaining  outstanding were
initially  valued  at an  agreed-upon  value of  approximately  $25,042.  As the
agreed-upon  transaction  valuation  was below the  "fair  value" of the  shares
issued, the Company  experienced an additional  non-cash charge to operations of
approximately  $475,812.  The  aggregate  approximately  $500,854 was charged to
operations as "Loss on rescinded acquisition of Old West Entertainment Corp." in
the accompanying  financial statements to reflect the net economic event related
to these transactions.

NOTE J - SUBSEQUENT EVENTS

In October and November 2011, the Company issued an aggregate  6,800,000  shares
of free-trading  common stock in settlement of approximately  $13,600 of debt on
the  books of Old  West  Entertainment  Corp.  while  Old West was an  operating
component  of the Company and prior to the March 2012  rescission  of the entire
transaction.  As the debt reduction was less than the "fair value" of the shares
issued,  the Company  recognized an additional  non-cash charge to operations of
approximately  $1,091,000  which  will  be  recognized  as  "Loss  on  rescinded
acquisition  of Old West  Entertainment  Corp."  in the  Company's  4th  quarter
financial statements.

On  March  20,  2012,  the  Company  issued   8,747,864  shares  of  restricted,
unregistered   shares  to  Melissa  CR  364,   Ltd.  in  partial   repayment  of
approximately  $17,496  in notes  payable  principal.  As the  valuation  of the
conversion  as  stated in the  respective  note  agreements  was below the "fair
value" of the securities  issued,  the Company will experience a non-cash charge
to operations of approximately  $1,494,684 which will be classified as "interest
expense" in the Company's financial statements.

During March and April 2012, the Company has placed approximately  100,000 acres
in  eastern  Montana  and  western  North  Dakota  under  lease  for oil and gas
exploration,  subject to the completion of due diligence and the  acquisition of
capital necessary to perform under the terms of the arrangement.

Management has evaluated all activity of the Company through April 30, 2012 (the
issue  date  of  the  restated  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.

                                       15
<PAGE>
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",  "aims"  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/A  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,  the  Company  disposed  of all of  the  assets  and
operations.

On  January  31,  2011,  the  Company's  Board  of  Directors  and its  majority
shareholder  approved an amendment to its Articles of  Incorporation  increasing
the authorized capital of the Company from 37,500,000 shares of $0.001 par value
common  stock  and  3,750,000  shares of $0.001  par  value  preferred  stock to
750,000,000  shares of $0.001 par value  common stock and  75,000,000  shares of
$0.001 par value  preferred  stock.  The  Amended  Articles  were filed with the
Nevada  Secretary  of  State  on  March  22,  2011,  the  effective  date of the
amendment.

(3) PLAN OF BUSINESS

On August 16, 2010, the Company announced the pending acquisition of IPTV World,
a company  based in Los Angeles  with  hosting  facilities  in the One  Wilshire
carrier  hotel.  This  acquisition  was subject to the execution of a definitive
agreement and the completion of appropriate due diligence by all parties

On September 8, 2010, the Company  announced the pending  acquisition of Genesis
Key,  Inc.,  based in  Washington,  DC.  This  acquisition  was  subject  to the
execution  of a definitive  agreement  and the  completion  of  appropriate  due
diligence by all parties.

On September  20,  2010,  the Company  announced  that the Company has signed an
agreement to acquire Cybertel USA, Inc., based in Los Angeles,  California,  for
$800,000 cash payable to the  shareholders  of Cybertel USA in exchange for 100%
of the issued and  outstanding  stock of Cybertel  USA, Inc. The closing of this
transaction  remains  subject to the completion of appropriate  due diligence by
all parties.

On  October 7,  2010,  the  Company  announced  that it was  unable to  conclude
definitive  agreements in all previously  announced  acquisitions of IPTV World,
Genesis Key, Inc. and Cybertel USA and will not be acquiring these companies.

On October 7, 2010,  the Company  announced  that it has signed an  agreement in
principle  to acquire  21-Century  Silicon,  Inc.,  based in  Richardson,  Texas
(21-Century  Silicon).  The terms of the acquisition is anticipated to involve a
change in control of the Company and the appointment of new directors. As of the
date of this report,  this transaction  remains subject to the completion of all
appropriate  due diligence and has not closed.  On November 8, 2010,  21-Century
executed a note payable to the Company in the amount of  approximately  $28,500,
bearing  interest at 10.0% for working  capital  advances made by the Company on
21-Century's behalf.

On December 27, 2010, the Company changed the corporate name of its wholly-owned
subsidiary,  Commerce  Services,  Inc.,  to  PolySilicon,  Inc.  to conduct  the
business  activities related to the acquisition of any intellectual  property of
21-Century Silicon,  Inc. PolySilicon,  Inc. (formerly Commerce Services,  Inc.)
had no history of operations or other  economic  activity since its formation on
March 24, 2010.

On January  17,  2011,  the Company  announced  that  through  its  wholly-owned
subsidiary,  PolySilicon,  Inc, it had completed the purchase of the  intangible
assets of 21-Century Silicon, Inc. ("21-Century"). At the same time, the Company
announced an agreement to purchase a $3,500,000  note payable by 21-Century owed
to the State of Texas (Texas Note).

                                       16
<PAGE>
On January 28, 2011, the Company announced that it had cancelled the purchase of
21-Century  and canceled  its offer to purchase the Texas Note.  The purchase of
the assets was conditioned on the Company being able to purchase the Texas Note.
The State of Texas' insistence on additional  repetitive reviews of the proposed
transaction,  which  was  scheduled  for  closing,  resulted  in  the  Company's
inability  to  complete   and  close  the   financing   necessary   for  silicon
manufacturing.

On March 7, 2011,  the Company  announced  that it had entered into an Agreement
and  Plan  of  Exchange  with  Surrey  Vacation  Properties,  Inc.  (a  Missouri
corporation) (Seller) to acquire 100% of the issued and outstanding stock of the
Seller.  In the  transaction,  it is  anticipated  that the  Company  will issue
63,283,391 restricted, unregistered shares of its $0.001 par value common stock.
A copy of the Contract  for Sale was filed as an exhibit to a Current  Report on
Form 8-K filed with the SEC on or about March 11, 2011.

On April 26,  2011,  as reported on a Current  Report on Form 8-K filed with the
SEC on or about  April  28,  2011,  the CEO of  Surrey  Vacation  Resorts,  Inc.
(Surrey)  informed the Company that Surrey would not able to meet a condition of
closing of the  acquisition of Surrey by the Company.  Surrey had been unable to
obtain the necessary  written  approval of the acquisition  transaction from its
lenders and further  informed  the Company  that Surrey would be unable to close
the  transaction.  Upon  receipt  of this  information,  the  Company  agreed to
terminate the aforementioned contract to acquire Surrey Vacation Resorts, Inc.

On May 25, 2011,  the Company  announced that it had closed on the purchase of a
Casino Ship located in Freeport,  Texas.  The  acquisition  was purchased by LDC
Collection   Systems,   Inc.,  a  newly-formed   and   wholly-owned   subsidiary
incorporated  under  the Laws of the  State of  Texas.  The  purchase  price was
2,000,000 shares of restricted, unregistered common stock of the Company with an
agreed-upon  valuation of  approximately  $1,750,000.  The Casino ship, known as
"The Texas Star Casino", is a 155-foot ocean going vessel equipped with 250 slot
machines  and  various   table  games.   The  ship  also  has   facilities   for
entertainment,  beverage  service and dining.  The ship was  purchased  from CJP
Entertainment  LLC,  a  Missouri  corporation.  The ship  was  built in 1977 and
updated in 1986.  The ship  previously  operated out of ports located in Georgia
and Florida.

On June 6, 2011,  the Company has also entered  into a Letter of Intent  ("LOI")
with George J. Akmon and Jerry Monday & Associates,  LLC (collectively  referred
to as  "Operators")  to operate  "The Texas Star  Casino"  outside the nine mile
territorial waters of Texas, in international waters, as a casino ship. As it is
the intent to operate  the ship  outside the 9-mile  State of Texas  territorial
limit means that the Company, nor its operators,  will be required to acquire or
hold a gaming license from the State of Texas.

On July 25, 2011,  the Company,  its  wholly-owned  subsidiary,  LDC  Collection
Systems, Inc. and CJP Entertainment LLC, mutually agreed to execute a Repurchase
Agreement  whereby  the May 25,  2011  transaction  to  purchase a Casino  Ship,
located in Freeport,  Texas, was cancelled.  The original transaction was valued
at  approximately  $1,750,000  (which  approximated  21.9% of a November 8, 2006
independent  third-party  appraisal  by Cruise  Research and  Management  of the
casino ship (see Exhibit 99.1 of the Company's  Current Report on Form 8-K filed
on or about June 2, 2011) and consideration of 2,000,000 shares of the Company's
restricted,  unregistered common stock was issued to the seller. Concurrent with
the execution of the July 25, 2011 Repurchase Agreement, the 2,000,000 shares of
the Company's common stock held by the CJP Entertainment LLC was returned to the
Company and cancelled.  As the Company  retained no rights to own or operate the
cruise ship, no further action was taken by  Management,  George J. Akmon and/or
Jerry  Monday &  Associates,  LLC with regard to the June 6, 2011 LOI to operate
said casino ship and said negotiations and obligations ceased on the part of all
parties. Pursuant to the appropriate accounting literature,  this transaction is
reflected  in the  accompanying  restated  financial  statements  net of all the
aforementioned events as of June 30, 2011.

On August 18, 2011, the Company  entered into an Asset  Purchase  Agreement with
Old West  Entertainment  Corp. (Old West), a corporation formed February 3, 2011
in accordance with the Laws of the State of Nevada.  Prior to this  transaction,
Old West was not affiliated with or related to the Company or its management. As
part of the Agreement,  the Company  acquired all rights,  title and interest in
all of Old West's Operating Entertainment Business (Assets). The Assets included
a  website,  client  base,  capital  assets,  hardware,  software,  intellectual
property as well as all of Old West's artists,  properties,  patents, trademarks
and  distribution  rights  and  agreements  relating  to Old  West's  music  and
entertainment  business.  The Company  also  assumed all rights and  obligations
under a Management  Consulting Agreement between Old West and Arturo Molina, Jr.
(Molina),  also known in the music business as "Frost." In exchange, the Company
issued  1,000,000  shares of  restricted,  unregistered  shares of the Company's
common stock to Old West.

As  part  of  the  Agreement,   Molina/Frost  was  issued  5,000,000  shares  of
restricted,  unregistered shares of the Company's common stock and was appointed
President and CEO of the Company.  The Company also issued  5,000,000  shares of
restricted,  unregistered  shares of common  stock to the Bogat  Family Trust as
consideration for the management services that beneficiaries of the Trust was to
provide to the Company in operating the music and  entertainment  portion of the
business.

On  February  22,  2012,  the  Company  entered  into  a  Repurchase   Agreement
(Repurchase  Agreement) with Old West,  Molina and the Bogat Trust. As a part of
the Repurchase  Agreement,  the Company is transferred all of the aforementioned
assets back to Old West in exchange for Old West  returning the shares which the
Company  issued  to it as part  of the  original  Asset  Purchase  Agreement.  A
complete  copy of the  Repurchase  Agreement  was  attached  as an  exhibit to a
Current  Report  on Form 8-K on or about  March 5,  2012 and the  effect  of the
Repurchase Agreement was to make the initial agreement null and void Ab Initio.

                                       17
<PAGE>
During March and April 2012, the Company has placed approximately  100,000 acres
in  eastern  Montana  and  western  North  Dakota  under  lease  for oil and gas
exploration,  subject to the completion of due diligence and the  acquisition of
capital necessary to perform under the terms of the arrangement.

(4) RESULTS OF OPERATIONS

The Company had no revenue for either of the nine or three month  periods  ended
September 30, 2011 and 2010, respectively.

General and administrative expenses for the nine months ended September 30, 2011
and 2010 were approximately $93,000,  respectively.  During the first quarter of
2011, the Company expended additional funds on various due diligence  activities
related to the proposed  acquisitions  of  21-Century  and Surrey,  as discussed
above,  which were in excess of  comparable  expenses  for the first  quarter of
2010. Further,  much of the general and administrative  expenses expended during
the quarters  ended in June and  September  2011 were expended by the Company in
order to remain  current with its reporting  requirements  under the  Securities
Exchange Act of 1934, as amended.  Since the 1st quarter of Calendar  2009,  the
Company has been  virtually  dormant  due to the  foreclosure  of the  Company's
former wholly-owned  subsidiary,  AirGATE Technologies,  Inc. Subsequent to that
date,  management  focused  on  exploring  possible  candidates  for a  business
combination  transaction.  Future expenditure levels will fluctuate depending on
the Company's acquisition endeavors.

On January 28, 2011,  concurrent with the abandonment of the 21-Century  Silicon
transaction, the Company rescinded the December 2011 transaction where 1,000,000
shares of restricted,  unregistered  common stock was issued to the shareholders
of 21-Century Silicon to license the use of 21-Century  Silicon's technology and
to secure an  exclusive  right to  negotiate  to  acquire  certain  intellectual
property from 21-Century Silicon. Additionally, concurrent with this action, the
Company executed its lien on the assets of 21-Century Silicon in satisfaction of
a note receivable and accrued  interest  totaling  approximately  $41,200.  Upon
foreclosure  on said assets,  the  Company's  management  elected to take a 100%
impairment  against the foreclosed  value resulting in a charge to operations in
the first quarter of 2011 of approximately  $41,200.  Any gain, if any, upon the
ultimate  disposition  of said assets will be  recognized at the point of future
sale.

On May 25, 2011,  the Company  announced that it had closed on the purchase of a
Casino Ship located in Freeport,  Texas.  The  acquisition  was purchased by LDC
Collection   Systems,   Inc.,  a  newly-formed   and   wholly-owned   subsidiary
incorporated  under  the Laws of the  State of  Texas.  The  purchase  price was
2,000,000 shares of restricted, unregistered common stock of the Company with an
agreed-upon  valuation of  approximately  $1,750,000.  The Casino ship, known as
"The Texas Star Casino", is a 155-foot ocean going vessel equipped with 250 slot
machines  and  various   table  games.   The  ship  also  has   facilities   for
entertainment,  beverage  service and dining.  The ship was  purchased  from CJP
Entertainment  LLC,  a  Missouri  corporation.  The ship  was  built in 1977 and
updated in 1986.  The ship  previously  operated out of ports located in Georgia
and Florida.

On June 6, 2011,  the Company has also entered  into a Letter of Intent  ("LOI")
with George J. Akmon and Jerry Monday & Associates,  LLC (collectively  referred
to as  "Operators")  to operate  "The Texas Star  Casino"  outside the nine mile
territorial waters of Texas, in international waters, as a casino ship. As it is
the intent to operate  the ship  outside the 9-mile  State of Texas  territorial
limit means that the Company, nor its operators,  will be required to acquire or
hold a gaming license from the State of Texas.

On July 25, 2011,  the Company,  its  wholly-owned  subsidiary,  LDC  Collection
Systems, Inc. and CJP Entertainment LLC, mutually agreed to execute a Repurchase
Agreement whereby the May 25, 2011 transaction to purchase a Casino Ship located
in  Freeport,  Texas.  The  original  transaction  was  valued at  approximately
$1,750,000  (which   approximated  21.9%  of  a  November  8,  2006  independent
third-party appraisal by Cruise Research and Management of the casino ship) (see
Exhibit 99.1 of the Company's  Current Report on Form 8-K filed on or about June
2, 2011) and  consideration  of 2,000,000  shares of the  Company's  restricted,
unregistered  common  stock  was  issued  to the  seller.  Concurrent  with  the
execution of the July 25, 2011 Repurchase Agreement, the 2,000,000 shares of the
Company's  common  stock held by the CJP  Entertainment  LLC was returned to the
Company and cancelled.  As the Company  retained no rights to own or operate the
cruise ship, no further action was taken by  Management,  George J. Akmon and/or
Jerry  Monday &  Associates,  LLC with regard to the June 6, 2011 LOI to operate
said casino ship and said negotiations and obligations ceased on the part of all
parties. Pursuant to the appropriate accounting literature, this transaction was
reflected in the restated  financial  statements  net of all the  aforementioned
events as of June 30, 2011, as reported on Form 10-Q/A.

On August 18, 2011, the Company  entered into an Asset  Purchase  Agreement with
Old West  Entertainment  Corp. (Old West), a corporation formed February 3, 2011
in accordance with the Laws of the State of Nevada.  Prior to this  transaction,
Old West was not affiliated with or related to the Company or its management. As
part of the Agreement,  the Company  acquired all rights,  title and interest in
all of Old West's Operating Entertainment Business (Assets). The Assets included
a  website,  client  base,  capital  assets,  hardware,  software,  intellectual
property as well as all of Old West's artists,  properties,  patents, trademarks
and  distribution  rights  and  agreements  relating  to Old  West's  music  and
entertainment  business.  The Company  also  assumed all rights and  obligations
under a Management  Consulting Agreement between Old West and Arturo Molina, Jr.
(Molina),  also known in the music business as "Frost." In exchange, the Company
issued  1,000,000  shares of  restricted,  unregistered  shares of the Company's
common stock to Old West.

As  part  of  the  Agreement,   Molina/Frost  was  issued  5,000,000  shares  of
restricted,  unregistered shares of the Company's common stock and was appointed
President and CEO of the Company.  The Company also issued  5,000,000  shares of
restricted,  unregistered  shares of common  stock to the Bogat  Family Trust as
consideration for the management services that beneficiaries of the Trust was to
provide to the Company in operating the music and  entertainment  portion of the
business.

                                       18
<PAGE>
The Company recognized  interest  accruals,  amortization of debt financing fees
and accretion of debt discounts of  approximately  $201,000 and $202,000  during
the nine months ended September 30, 2011 and 2010,  respectively.  The Company's
convertible debenture with La Jolla Cove Investors, Inc. matured in August 2010.
This debenture is discussed more fully in our Annual Report on Form 10-K for the
year ended  December 31, 2010.  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).

Earnings per share for the  respective  nine month periods  ended  September 30,
2011 and 2010 were  $(0.0x) and  $(0.05)  based on the  weighted-average  shares
issued and outstanding at the end of each respective  period as adjusted for the
August 2010 1-for-20 reverse stock split.

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.

(5) LIQUIDITY AND CAPITAL RESOURCES

At September  30, 2011 and December  31, 2010,  respectively,  the Company had a
working capital of approximately $(1,196,000) and $(1,137,000).

The Company's  current  controlling  stockholder  has  maintained  the corporate
status of the  Company  and has  provided  all  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.

The  Company's  ultimate  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.  The  Company  faces  considerable  risk in its
business plan and a potential  shortfall of funding due any potential  inability
to raise capital in the equity securities  market. If adequate operating capital
and/or cash flows are not received  during the next twelve  months,  the Company
could become dormant until such time as necessary funds could become available.

The Company  anticipates  future  sales or  issuances  of equity  securities  to
fulfill its business plan. 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  Articles  of  Incorporation  authorize  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  as well as impede  potential  takeover of the
Company,  which  may be in the best  interest  of  stockholders.  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.

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

                                       19
<PAGE>
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

Our management,  under the supervision and with the  participation  of our Chief
Executive  and  Financial  Officer  (Certifying  Officer),   has  evaluated  the
effectiveness  of our  disclosure  controls and  procedures  as defined in Rules
13a-15 promulgated under the Exchange Act as of the end of the period covered by
this  Quarterly  Report.  Disclosure  controls and  procedures  are controls and
procedures  designed to ensure that information  required to be disclosed in our
reports  filed or  submitted  under the  Exchange  Act is  recorded,  processed,
summarized and reported  within the time periods  specified in the  Commission's
rules and forms and  include  controls  and  procedures  designed to ensure that
information  we are  required  to disclose in such  reports is  accumulated  and
communicated to management, including our Certifying Officer, as appropriate, to
allow  timely  decisions   regarding  required   disclosure.   Based  upon  that
evaluation,  our  Certifying  Officer  concluded  that  as  of  such  date,  our
disclosure  controls  and  procedures  were not  effective  to  ensure  that the
information  required  to be  disclosed  by  us  in  our  reports  is  recorded,
processed,  summarized and reported within the time periods specified by the SEC
due to a inherent weakness in our internal controls over financial reporting due
to our status as a shell  corporation  and having a sole  officer and  director.
However,  our Certifying Officer believe that the financial  statements included
in  this  report  fairly  present,  in  all  material  respects,  our  financial
condition,  results  of  operations  and cash flows for the  respective  periods
presented.

(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  September 30, 2011
that has materially affected,  or is reasonably likely to materially affect, our
internal control over financial reporting.

(c) Corrective Actions

The Company's  former  management,  controlled  by Molina and Dabney,  failed to
comply with the SEC's requirement that the financial statements contained in the
Company's original filing on Form 10-Q be reviewed by the Company's auditor.  In
conjunction  with the failure to disclose the August 18, 2011 transaction in our
initial  Form 10-Q filing done on or about August 19, 2011 was the result of the
change in management to Molina and/or Dabney and a lack of oversight on the part
of all parties reviewing the filing. Additionally, this information was not made
available  to  certain  of our key  consulting  professionals,  including  legal
counsel and our auditors, so that they were in an appropriate position to advise
us on the necessary disclosures and timing thereof.

Concurrent with the February 2012 action, it is the intent of current management
to assure that all future events are made known to all  appropriate  parties for
their timely review and inclusion in our filings, as appropriate.

                           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.

                                       20
<PAGE>
ITEM 1A - RISK FACTORS

Not applicable

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

On January 3, 2011,  La Jolla Cove  Investors,  Inc.  (LJII)  issued a Debenture
Conversion Notice to the Company for the conversion of $1,000 of the outstanding
debenture   balance  into  21,375   shares  of  the   Company's   common  stock.
Additionally, LJII exercised 10,000 outstanding warrants to obtain 10,000 shares
of the Company's common stock for $10,000 cash. This conversion was completed on
January  5, 2011 with the  delivery  of the  shares  to LJII.  As the  aggregate
conversion  and  exercise  price was below  the "fair  value" of the  securities
issued, the Company experienced a non-cash charge to operations of approximately
$10,962 which was classified as "interest expense" in the accompanying financial
statements. The $10,000 in cash proceeds was used to support the working capital
needs of the Company.

In May 2011, the Company issued an aggregate  575,000  restricted,  unregistered
post-reverse  split  shares to Melissa CR 364 LTD.  to retire a  combination  of
approximately  $75,000 on the  aforementioned  line of credit and  approximately
$40,000 in accumulated accrued interest on the AirGATE note. As the valuation of
the  conversion  as stated in the separate note  agreements  was below the "fair
value" of the securities  issued,  the Company  experienced a non-cash charge to
operations of approximately  $115,000 which was classified as "interest expense"
in the accompanying financial statements.

In July 2011,  in connection  with the  execution of a Letter of Intent  ("LOI")
with George J. Akmon and Jerry Monday & Associates,  LLC (collectively  referred
to as  "Operators")  to operate  "The Texas Star  Casino"  outside the nine mile
territorial  waters of Texas,  in  international  waters,  as a casino ship, the
Company issued 100,000  shares of  restricted,  unregistered  common stock as an
inducement  to execute the LOI.  This  transaction  was valued at  approximately
$25,000 which approximated "fair value" of the Company's  securities on the date
of issuance.

In August 2011, the Company issued an aggregate 12,252,136 shares of restricted,
unregistered common stock to Old West, Molina and the Bogat Trust, as previously
discussed.  Concurrent  with the  rescission  of this  transaction,  the Company
recovered   11,000,000  shares  of  the  12,252,136  shares  originally  issued.
Approximately  1,252,136  shares remained in the possession of Old West,  Molina
and/or the Bogat Trust.  These net 1,252,136 shares  remaining  outstanding were
initially  valued  at an  agreed-upon  value of  approximately  $25,042.  As the
agreed-upon  transaction  valuation was below the "fair value" of the securities
issued, the Company  experienced an additional  non-cash charge to operations of
approximately  $475,812.  The  aggregate  approximately  $500,854 was charged to
operations as "Loss on rescinded acquisition of Old West Entertainment Corp." in
the accompanying  financial statements to reflect the net economic event related
to these transactions.

In October and November 2011, the Company issued an aggregate  6,800,000  shares
of free-trading  common stock in settlement of approximately  $13,600 of debt on
the  books of Old  West  Entertainment  Corp.  while  Old West was an  operating
component  of the Company and prior to the March 2012  rescission  of the entire
transaction.  As the debt reduction was less than the "fair value" of the shares
issued,  the Company  recognized an additional  non-cash charge to operations of
approximately  $1,091,000  which  will  be  recognized  as  "Loss  on  rescinded
acquisition  of Old West  Entertainment  Corp."  in the  Company's  4th  quarter
financial statements.

On  March  20,  2012,  the  Company  issued   8,747,864  shares  of  restricted,
unregistered   shares  to  Melissa  CR  364,   Ltd.  in  partial   repayment  of
approximately  $17,496  in notes  payable  principal.  As the  valuation  of the
conversion  as  stated in the  respective  note  agreements  was below the "fair
value" of the securities  issued,  the Company will experience a non-cash charge
to operations of approximately  $1,494,684 which will be classified as "interest
expense" in the Company's financial statements.

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4 - (REMOVED AND RESERVED)

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

                                       21
<PAGE>
                                   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: May 4, 2012                      By: /s/ R. Wayne Duke
                                            ---------------------------------
                                            R. Wayne Duke
                                            Chairman, Chief Executive Officer,
                                            Acting Chief Financial Officer and
                                            Director

                                       22