U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-QSB

                                   (Mark One)

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
            Act of 1934 For the quarterly period ended March 31, 2004

 [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 For the transition period from ------------ to ------------.

                        Commission file number 002-41703

                            THE X-CHANGE CORPORATION
                     (Exact name of small business issuer as
                            specified in its charter)

            Nevada                                               90-0156146
--------------------------------------------------------------------------------
  (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)

                100 Allentown Parkway, Suite 110, Allen, TX 75002
                    (Address of principal executive offices)

                                 (972) 390-0750
                            Issuer's telephone number




                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practical date: May 11, 2004 17,017,000


         Transitional Small Business Disclosure Format (check one). Yes ; No X









                                                        F-1

<PAGE>



                                                      PART I
Item 1.  Financial Statements

                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                               (Unaudited)
                                                                                March 31,           December 31,
                                                                                  2004                  2003
                                                                           -------------------  --------------------
ASSETS
Current Assets:
<S>                                                                        <C>                  <C>
     Cash                                                                  $            14,294  $                  -
     Deposits                                                                            2,500                     -
     Employee Advances                                                                     200                     -
                                                                           -------------------  --------------------
Total Current Assets                                                                    16,994                     -
                                                                           -------------------  --------------------

Fixed Assets:
     Office Equipment                                                                    4,762                     -
     Furniture and Fixtures                                                             14,000                     -
     Less: Accumulated Depreciation                                                       (772)                    -
                                                                           -------------------  --------------------
Net Fixed Assets                                                                        17,990                     -
                                                                           -------------------  --------------------

TOTAL ASSETS                                                               $            34,984  $                  -
                                                                           ===================  ====================
</TABLE>


















                                       F-2

<PAGE>


                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)
<TABLE>
<CAPTION>
                                                                               (Unaudited)
                                                                                March 31,           December 31,
                                                                                  2004                  2003
                                                                           -------------------  --------------------

LIABILITIES
Current Liabilities:
<S>                                                                        <C>                  <C>
     Accounts Payable                                                      $               970  $                926
                                                                           -------------------  --------------------
Total Current Liabilities                                                                  970                   926
                                                                           -------------------  --------------------

Non-Current Liabilities:
     Shareholder Loans                                                                  50,377                     -
                                                                           -------------------  --------------------
Total Non-Current Liabilities                                                           50,377                     -
                                                                           -------------------  --------------------

TOTAL LIABILITIES                                                                       51,347                   926
                                                                           -------------------  --------------------

STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred Stock, Par Value $.001,
       Series A Convertible - 5,000,000 Shares Authorized,
       0 Issued at March 31, 2004 and December 31, 2003                                      -                     -
     Common Stock, Par value $.001, Authorized
       100,000,000 Shares, Issued 13,002,000
       at March 31, 2004 and December 31, 2003                                          13,002                13,002
     Common Stock to be Issued, 15,000 and 0                                                15                     -
     Paid-In Capital                                                                   589,781               580,796
     Retained Deficit                                                                 (536,688)             (536,688)
     Deficit Accumulated During Development Stage                                      (82,473)              (58,036)
                                                                           -------------------  --------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                   (16,363)                 (926)
                                                                           -------------------  --------------------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)                                                           $            34,984  $                  -
                                                                           ===================  ====================
</TABLE>






                             See accompanying notes

                                       F-3

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                  Cumulative
                                                                                                     Since
                                                                                                  October 4,
                                                                                                     2000
                                                            For the Three Months Ended           Inception of
                                                                     March 31,                    Development
                                                             2004                 2003               Stage
                                                      -------------------  ------------------  -----------------

<S>                                                   <C>                  <C>                 <C>
Revenues                                              $                 -  $                -  $               -

Expenses:
   General & Administrative                                        24,060                 625             82,096
                                                      -------------------  ------------------  -----------------

Operating Loss                                                    (24,060)               (625)           (82,096)
                                                      -------------------  ------------------  -----------------

Other Income (Expense):
   Interest                                                          (377)                  -               (377)
                                                      -------------------  ------------------  -----------------

     Net Income (Loss)                                $           (24,437) $             (625) $         (82,473)
                                                      ===================  ==================  =================

Earnings per Share, Basic & Diluted                   $                 -  $                -
                                                      ===================  ==================

Weighted Average Shares Outstanding                            13,002,000          22,540,000
                                                      ===================  ==================
</TABLE>












                             See accompanying notes

                                       F-4

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                            Cumulative
                                                                                                               Since
                                                                                                            October 4,
                                                                                                               2000
                                                                       For the Three Months Ended          Inception of
                                                                               March 31,                    Development
                                                                 --------------------------------------
                                                                        2004                2003               Stage
                                                                 ------------------  ------------------  -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                 ------------------  ------------------  -----------------
<S>                                                              <C>                 <C>                 <C>
Net Income (Loss)                                                $          (24,437) $             (625) $         (82,473)

Adjustments to reconcile net loss to net cash
Provided by operating activities:
Depreciation                                                                    772                   -                772

Change in Operating Assets and Liabilities:
(Increase) Decrease in Deposits                                              (2,500)                  -             (2,500)
(Increase) Decrease in Employee Advances                                       (200)                  -               (200)
Increase (Decrease) in Accounts Payable                                          44                   -             30,065
Increase (Decrease) in Accrued Interest                                         377                   -                377
                                                                 ------------------  ------------------  -----------------

Net Cash Used in Operating Activities                                       (25,944)               (625)           (53,959)
                                                                 ------------------  ------------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Office Equipment                                                 (4,762)                  -             (4,762)
Purchase of Furniture and Fixtures                                           (5,000)                  -             (5,000)
                                                                 ------------------  ------------------  -----------------

Net Cash Provided by Investing Activities                                    (9,762)                  -             (9,762)
                                                                 ------------------  ------------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from Shareholder Loan                                          50,000                   -             50,000
     Capital Contributed                                                          -                 625             28,015
                                                                 ------------------  ------------------  -----------------

Net Cash Provided by Financing Activities                                    50,000                 625             78,015
                                                                 ------------------  ------------------  -----------------


Net (Decrease) Increase in Cash                                              14,294                   -             14,294
Cash at Beginning of Period                                                       -                   -                  -
                                                                 ------------------  ------------------  -----------------

Cash at End of Period                                            $           14,294  $                  -$          14,294
                                                                 ==================  ==================  =================
                                      F-5
</TABLE>

<PAGE>

                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                                            Cumulative
                                                                                                               Since
                                                                                                            October 4,
                                                                                                               2000
                                                                       For the Three Months Ended          Inception of
                                                                               March 31,                    Development
                                                                 --------------------------------------
                                                                        2004                2003               Stage
                                                                 ------------------  ------------------  -----------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the year for:
<S>                                                              <C>                 <C>                 <C>
  Interest                                                       $                -  $                -  $               -

  Franchise and income taxes                                     $                -  $                -  $               -
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

On March 15, 2004, the Company acquired  furniture and fixtures  totaling $9,000
for 15,000 shares of common stock.



















                             See accompanying notes

                                       F-6

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Nature of Operations and Going Concern

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

         Several conditions and events cast doubt about the Company's ability to
continue  as  a  "going  concern".  The  Company  has  incurred  net  losses  of
approximately  $83,000  for the  period  from  October  4,  2000  (inception  of
development  stage) to March 31,  2004,  has a liquidity  problem,  and requires
additional  financing in order to finance its business  activities on an ongoing
basis.  The  Company is  actively  pursuing  alternative  financing  and has had
discussions  with various third parties,  although no firm commitments have been
obtained. In the interim,  shareholders of the Company have committed to meeting
its minimal operating expenses.

         The  Company's  future  capital  requirements  will  depend on numerous
factors including, but not limited to its development, acquisition and marketing
of leading-edge  wireless  internet/networking  technologies,  principally  RFID
("radio frequency identification").

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

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





                                       F-7

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

Interim Reporting

         The  unaudited  financial  statements  as of March 31, 2004 and for the
three month  period  then ended,  reflect,  in the  opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
fairly  state the  financial  position and results of  operations  for the three
months.  Operating results for interim periods are not necessarily indicative of
the results which can be expected for full years.

Organization and Basis of Presentation

         The Company was incorporated under the laws of the State of Delaware on
February  5,  1969  as  Diversified   Technologies   Group,  Inc.,  the  Company
reincorporated  and  changed  its  domicile to the State of Nevada on October 4,
2000. The Company on December 1, 1999, entered into an agreement (Reorganization
Agreement) to acquire all of the  outstanding  capital stock of S&J  (Chatteris)
Holdings Limited, a United Kingdom  corporation (S&J Holdings).  Pursuant to the
Reorganization  Agreement,  the Company agreed to acquire all of the outstanding
capital stock of S&J in exchange for shares of Common Stock. The  Reorganization
Agreement  required S&J Holdings to perform  certain  conditions,  including the
delivery  of  audited  financial  statements.  These  conditions  had  not  been
fulfilled by February 14, 2000;  therefore,  the  agreement  was  rescinded  and
deemed  to  have  been  void  and of no  effect  from  the  beginning  as if the
acquisition had not occurred. All shares issued in the acquisition were returned
to treasury.  The Company also attempted two  acquisitions  in 2000,  neither of
which were able to deliver  the  required  financial  statements.  The first was
rescinded and the second was not consummated.  In June 2001, the Company entered
into a reorganization  agreement that was later rescinded for failure to provide
adequate  compliance with the  representations,  warranties and covenants of the
agreement.  In  July  2001,  the  Company  changed  its  name  to  The  X-Change
Corporation.

         On January 15, 2002,  the Company  merged with WEBiX,  Inc. This merger
resulted in the Company  acquiring  the business  and  operations  of WEBiX,  in
exchange for the issuance by the Company of a controlling interest in its shares
to the former shareholders of WEBiX. On March 13, 2003, the Company rescinded in
agreement with WEBiX. and reentered the development stage.

         On February 9, 2004, the Company formed a wholly owned subsidiary,  Air
Gate Technologies, Inc.


                                       F-8

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

Nature of Business

         The  Company has no  products  or  services  as of March 31,  2004.  On
February  9,  2004,  the  Company  formed a wholly  owned  subsidiary,  Air Gate
Technologies,  Inc. ("Air Gate"), for the purpose of engaging in the development
and  acquisition  of  leading-edge  wireless  internet/networking  technologies,
principally RFID ("radio frequency identification").

Principals of Consolidation

         The  consolidated  financial  statements  include the  accounts for The
X-Change Corporation and its wholly owned subsidiary AirGate Technologies,  Inc.
The results of subsidiaries acquired during the year are consolidated from their
effective  dates of  acquisition.  All  significant  intercompany  accounts  and
transactions have been eliminated.

Cash and Cash Equivalents

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

Depreciation

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


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

Office equipment                                            5 years
Furniture and Fixtures                                      5 years


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

                                       F-9

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

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

Concentrations of Credit Risk

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

Pervasiveness of Estimates

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

Stock Compensation for Non-Employees

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

Earnings (Loss) per Share

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

NOTE 2 - INCOME TAXES

         As  of  December  31,  2003,  the  Company  had a  net  operating  loss
carryforward for income tax reporting  purposes of  approximately  $594,123 that
may be offset against future taxable income through 2021. Current tax laws limit
the amount of loss  available to be offset  against future taxable income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

                                      F-10

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 3 - DEVELOPMENT STAGE COMPANY/ GOING CONCERN

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  Continuation of the Company as a going concern is dependent
upon obtaining the additional  working capital necessary to be successful in its
planned  activity,  and the  management of the Company has developed a strategy,
which it believes will  accomplish  this  objective  through  additional  equity
funding  and long term  financing,  which will enable the Company to operate for
the coming year.

NOTE 4 - COMMITMENTS

         On March 2, 2004,  the Company  entered into a lease for office  space.
The rental charges are approximately  $2,500 per month commencing March 1, 2004.
The lease expires August 31, 2004.

NOTE 5 - PREFERRED STOCK

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

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

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

         As of September 30, 2003, there are no preferred shares issued.

NOTE 6 - STOCK TRANSACTIONS

         On December 31, 2003, certain shareholders contributed back to capital.

         On March 15, 2004, the Company acquired furniture and fixtures totaling
$9,000 for 15,000 shares of common stock.  As of March 31, 2004, the Company has
not issued these shares.



                                      F-11

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 7 - STOCK OPTIONS

         On January 6, 2004, the Company granted its President  Michael Sheriff,
an option to purchase up to  12,000,000  shares of Common  Stock at the purchase
price of $0.05 per share.  The options are exercisable  beginning after March 1,
2004 and on or before  March 31,  2009.  No  compensation  recorded  because the
exercise price was equal to the market price on the day of the grant.

NOTE 8 - MERGER/ACQUISITION

         On January 15,  2002,  the Company and its newly  created  wholly owned
subsidiary  X-Change  Technologies  Corp,  merged  with  WEBiX,  Inc. (a Florida
Corporation).  As a result,  the Company acquired the business and operations of
WEBiX,  in exchange for the issuance of a  controlling  interest in The X-Change
Corporations'  shares to the  former  shareholders  of WEBiX.  Under the Plan of
Merger,  24,000,000  shares  of  Common  Stock,  4,000,000  shares  of  Series A
Convertible Preferred Stock (convertible into 40,000,000 shares of Common Stock)
and 40,000,000 warrants were issued. In addition,  certain existing shareholders
of the Company  surrendered  approximately  9,500,000  shares of Common Stock to
treasury.  In  connection  with  this  merger,  the par  value  of the  Series A
Convertible Preferred Stock changed from $.01 to $.001.

         On March 13, 2003,  the Company  rescinded its agreement  with X-Change
Technologies.  The  rescission,  essentially,  resulted  in  the  return  of all
X-Change  Corporation's  assets in exchange for the surrender of all  securities
held by the former  X-Change  Technologies  shareholders  in the Company and the
assumption by X-Change  Technologies Corp. of all the Company's debt immediately
prior to closing. The rescission effected a change in control over the business,
policies  and affairs of the Company  from the  X-Change  shareholders  to those
shareholders  holding  securities in the Company prior to January 15, 2002. As a
result,  15,062,000  shares of common  stock and  5,000,000  shares of preferred
stock were  returned to treasury  and the Company now has  22,540,000  shares of
common stock, which was the amount  outstanding  immediately prior to closing of
the X- Change  Technologies  Corp.  acquisition on January 15, 2002. All lock-up
agreements pertaining to these shares were released effective with the closing.

NOTE 9 - SUBSEQUENT EVENTS

         On April  26,  2004,  the  Company's  president  surrendered  his stock
options  contract for  12,000,000  common shares in exchange for the issuance of
4,000,000 shares of common stock.






                                      F-12

<PAGE>



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

This discussion should be read in conjunction with  Management's  Discussion and
Analysis of  Financial  Condition  and Results of  Operations  in the  Company's
annual report on Form 10-KSB for the year ended December 31, 2003.

Plan of Operation

Airgate  Technologies  is a development  stage company  specializing in wireless
technologies.  The company  designs and develops  applications  utilized in RFID
("radio frequency identification") deployments.  Airgate delivers RFID solutions
in selected  vertical  markets built around a data  management  and  integration
strategy.  This  strategy is designed to ensure  rapid  market  penetration  and
maximum return on investment.

The   X-Change   Corporation's   business   model   consists   of  several   key
differentiators  that, management feels, will set it apart from its competition.
The Company's focus is to create  long-term  shareholder  value by: (1) Pursuing
intelligent,  opportunistic  acquisitions  of  other  RFID  opportunities  whose
business plans and operations are  complementary;  (2)  Consolidating  redundant
functions,  such as network  operations,  billing and  accounting  and  customer
support;  standardizing on technology and selected vendors;  (3) Partnering with
RFID  solution  providers,  both  hardware and  software;  (4)  Partnering  with
industry organizations,  highlighting AirGate's wireless RFID solutions; and (5)
Building a recognizable brand identity for its Matrix Analytic Engines.

The Smart Label,  also known as an RFID tag, is an evolving  auto-identification
technology  that is quickly being  adopted by suppliers of all sizes.  Wal-Mart,
the U.S.  Department of Defense and Target have mandated that  suppliers  employ
RFID tags for their supply chain. RFID promises vast benefits, such as increased
security  and  theft  protection,  reduced  labor  costs,  better  supply  chain
visibility and improved product availability and brand loyalty.

Because  of  current  RFID  mandates  from  diverse  sources,  such as  retailer
Wal-Mart, the Department of Defense, and the expected surge of RFID deployments,
a process to ingest huge amounts of data,  understand the data, present the data
and detect  non-compliance is required in the real-time.  It is AirGate's intent
to create a core network  appliance,  a 'matrix  analytic  engine,'  that can be
customized for the unique requirements of various vertical  industries,  retail,
manufacturing,  health,  etc. AirGate will rely upon its extensive  database and
telecommunication   competencies,   plus  its  offshore  capability  to  provide
unparalleled services and capabilities to analyze,  interpret and manage complex
data, such as found in RFID.

Tornado,  a core component of the Matrix Analytics  Engine, is .Net enabled and,
in production, is faster and offers more functionality than comparable products.
A new feature,  J2EE, will give Tornado a cross platform presence,  and provides
customers a migration  path to or from Unix  environments.  Tornado is currently
installed  in over  1,200  accounts  worldwide.  AirGate  Technologies  holds an
exclusive  license to Tornado for  incorporation  into Matrix Analytics for RFID
implementations.  The Company believes that its Matrix Analytic Engine places it
ahead of its

                                      F-13

<PAGE>



competitors and is unique in addressing the complexities of reader interface and
data  management  in  an  environment  with  unsettled  standards  and  evolving
technology.

AirGate  has  assembled  a  quality  team to  execute  its  business  plan.  Our
principals  have been providing bar code printing  solutions to supply chain and
logistic operations.  Formerly,  an IBM Business Partner focused on the IBM 4400
Thermal  Printer,  our  principals  have  designed,  sold and installed  thermal
printer bar code solutions at Standard  Motor Products (Four Seasons  division),
Anderson Merchandisers,  By-Design Importers,  Farmers Cotton, Guide Corporation
and Lion Vallen (Department of the Army).

Airgate Technologies' engineers were previously employed directly in telecom and
wireless or as outside  consultant/contractors,  and have interacted on a number
of development  projects.  Their  experience  includes  network  integration and
control systems, VoIP, database development and major application development in
Windows  and Unix  environments.  Our  engineers  have  developed  and  deployed
large-scale  network management systems involving complex hardware,  distributed
nodes and  simultaneous  real-time  events  emanating from various data sources,
including devices, user interactions and alarms. This involved auto-discovery of
IP-addressed  devices  and  high-level  presentation  of the data  through a GUI
interface  to users.  Since the late 90's,  our  principal  engineers  have been
providing services and solutions to companies such as Lucent,  Nortel,  WorldCom
and Alcatel.

Management

Michael Sheriff

Michael  Sheriff has over  twenty-five  years of  experience in the computer and
telecommunications  industry.  In 1998 Mr. Sheriff founded Net Access  Exchange,
Inc., dba YPAY. YPAY was a new Internet media network that provided  advertisers
with a unique  and  compelling  value  proposition  to reach  consumers  via the
Internet through use of broadband-like rich media over dial-up connections - the
first broadband over  narrowband  advertising and  entertainment  network.  YPAY
utilized a patented message delivery system that supports true 1:1 targeting and
allows local businesses,  not just large multinational  advertisers,  to harness
the power of the Internet with multi-media and market-targeting capabilities not
available  in any  other  advertising  medium.  YPAY was able to  eliminate  the
problems associated with traditional web site, browser-based advertising.

In 1995, Mr. Sheriff founded CyberQuest -- a full-service  Internet  development
company -- focusing its efforts on Internet commerce in the business-to-consumer
and business-to-business  marketplaces. The company also developed,  implemented
and maintained  creative business Web sites,  Intranets and databases for client
companies.  Under Mr. Sheriff's  leadership,  the company's Internet e- commerce
flagship, bid4it, as well as its other e-commerce sites, were developed to bring
shopping  directly into customers'  homes and offices  utilizing a revolutionary
new "bid-and-ask"  matching  technology.  Mr. Sheriff sold CyberQuest in October
1998 to a NASD  OTC:BB  listed  company.  He then  served  as CEO of the  public
company,  CBQ,  Inc.,  as well as  being  Chairman  of the  company's  Board  of
Directors.

                                      F-14

<PAGE>




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

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

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

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

Frank Kwong

Originally from Hong Kong, Frank Kwong immigrated to the U.S as a teenager.  Mr.
Kwong has had a  life-long  interest  in  computers,  system  design and program
development,  both as a user and hobbyist.  He achieved U.S. citizenship and was
educated as an engineer at the  University  of  Minnesota.  In 1976 he began his
career with the Donaldson Corporation as an industrial engineer.

The Econotherm  Corporation  recruited Mr. Kwong in 1977. He was design engineer
for the company's heat exchanger program. His responsibility included management
of  the  FORTRAN-  based  computer  design  programs  in  an  online  time-share
environment.

Mr.  Kwong  joined  the  Cabot  Corporation  in the alloy  products  fabrication
department as design engineer in 1978. His primary responsibility was ASME coded
design.  He obtained his Professional  Engineer license in 1979 and was promoted
to Engineering Manager.

In 1982,  Mr. Kwong was employed by General  Motors'  Delco  division as project
leader in semiconductor equipment design. He was the system manager for APPLICON
CAD, a leading  edge cad/cam  development  system.  During this time,  Mr. Kwong
formed Computer Accessory  Technology,  which sold various TRS-80 products.  The
company was formed and operated with the permission of General Motors.

Mr. Kwong served as a staff  engineer for GM in Detroit,  MI. in 1984,  where he
began  development of cutting-edge  computer  applications in image  processing.
Based upon needs he saw at GM, Mr.  Kwong began  development  of ASP-db and took
early  retirement  from GM in 1997. He formed FK & Associates  and  USIntertech,
Inc. to market  ASP-db,  which was launched in February  1998.  USIntertech is a
technology service company maintaining a faculty of experienced information

                                      F-15

<PAGE>



technology  professionals  who deliver  results through  technology  integration
services.  The Company is a provider of efficient  database  solutions.  With an
extensive   technology   background   involving   a  number   of   Fortune   100
telecommunications and manufacturing companies, USIntertech offers unrivaled and
deliverable solutions.  Its newest product,  Tornado, a .Net compatible software
environment, is installed in over 1,200 companies.

Frank Kwong  received his BSc in Mechanical  Engineering in 1974, and his MSc in
1976 from the  University  of  Minnesota.  He resides  with his family in Plano,
Texas.

Ivan Chow

Ivan Chow has developed  and  implemented  cutting edge  software  systems since
1990. In 1996, Mr. Chow founded a company,  which was called IP  Communications,
and  developed  Voice IP  gateway  over the  Internet.  As the  company's  chief
technical  officer,  he directed  the company to develop and file two patents on
two technical  procedures.  Besides technical details, Mr. Chow also managed the
venture  in  business  and   technical   process   integration.   In  1998,   IP
Communications was sold to a then privately-held company called Ramp Networks, a
Delaware  corporation.  The  acquisition  increased Ramp Networks'  asset value.
After months of integration of IP Communications' VoIP technology, Ramp Networks
developed  several VoIP related  products,  including  Voice over ISDN and Voice
over DSL.  Ramp  Networks went on to an IPO in 1999 and was acquired by Nokia in
2000.

Before IP  Communications,  Mr.  Chow  worked for Sprint  beginning  in 1994 and
developed a middleware system called Distributed  Computing  Architecture (DCA).
This  middleware  system,  DCA,  is still  being used today  within  Sprint's IT
back-office,  connecting  Sprint's PCS and  Sprint's  Long  Distance  Division's
ordering  systems.  DCA shields the  enterprise  from  different  standards  and
systems. It allows distributed  transactions to go across heterogeneous  systems
-- MVS, AIX, HP-UX, Solaris and Windows-based systems.

After  earning his MS degree in physics,  Mr. Chow started  working in 1990 in a
world-class  organization  called  SuperConducting  Super Collider.  In 1993, he
developed a Yahoo!-like  search engine within the  organization  only few months
after he was  introduced  to the WWW  protocol in a seminar at Fermi Labs by its
creator,  Tim  Berners-Lee.  Together  with the  physicists,  Ivan  developed  a
real-time data collection system, processing data of petabyte range.

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

        o         Seasoned Management Team
        o         Experienced Development Credentials
        o         Wireless & Telecom Background
        o         Hardware & Software Implementation
        o         Internet Pedigrees from 1993
        o         Start-up Entrepreneurs

                                      F-16

<PAGE>




Agents

AirGate  Technologies  has signed the following  agents to represent it for RFID
projects:

First Choice Corporation - Europe

Ky Lan L.L.C. - VietNam

Significant Contracts

Vung Tau Commercial  Port - AirGate  Technologies  is the exclusive  supplier of
RFID  (container  tracking)  to Vung Tau  Commercial  Port,  Ho Chi  Minh  City,
VietNam. The Company will begin implementation in August 2004.

Four Seasons,  division of Standard  Motor  Products - AirGate  Technologies  is
conducting  a pilot  study of RFID  tagging  of A/C  compressors  for  inventory
control, quality control and accurate shipping to customers.

Partnerships

AirGate Technologies has established VAR and RFID integrator agreements with the
following RFID manufacturers:

Printronix -- Printronix,  known for turning  printers into business  solutions,
has  developed an RFID product  offering  that will help users create and deploy
RFID technology applications within their own environments. www.printronix.com.

IPico, Inc. -- iPico creates, develops and commercialises  intellectual property
for the identification  and  authentication  markets providing RFID solutions to
optimise the  management of goods and people  within the logistic  supply chain.
iPico's  products  solve   authentication  and  identification   problems  where
conventional  technologies,  like barcodes,  are  inappropriate,  but it remains
important to have  effective  traceability.  iPico's  technology  is  especially
relevant  where  re-usability  or  compliance  requirements  exist in areas like
border control, health and safety and bio-security. www.ipico.co.za

Results of Operations

         The Company had $24,060 and $625 in general and administrative expenses
for the three month periods ended March 31, 2004 and 2003, respectively. For the
quarters ended March 31, 2004 and 2003,  the Company had no revenues.  Losses on
operations  will  continue  until  sufficient  revenues can be achieved from the
various business units of the Company.

Liquidity and Capital Resources

         At March 31, 2004,  the Company had total current assets of $16,994 and
total assets of $34,984 as compared to $0 current  assets and $0 total assets at
December 31, 2003. The Company had a net working capital (deficit) of $16,024 at
March 31, 2004 and ($926) at December 31, 2003.

         Net stockholders'  equity (deficit) in the Company was and ($16,363) as
of March 31, 2004

                                      F-17

<PAGE>



and ($926) at December 31, 2003.

         The  Company  continues  to  seek  strategic  alternatives,   including
discussions  with joint  venture  partners and  investors.  On May 9, 2004,  the
Company  signed a revolving  line of credit  promissory  note for $500,000  with
certain shareholders.  The accompanying quarterly financial statements have been
prepared  assuming the Company will continue as a going  concern.  The Company's
ability to continue as a going concern, however, is dependent upon the Company's
ability to implement its business objectives in order to generate cash flow.

Item 3.  Controls and Procedures

         The Company's Chief Executive  Officer and Chief Financial Officer have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Quarterly  Report on Form 10-QSB,  that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

                  (i) this Quarterly  Report on Form 10-QSB  contains any untrue
                  statement of a material fact or omits to state a material fact
                  necessary  to  make  the  statements  made,  in  light  of the
                  circumstances  under  which such  statements  were  made,  not
                  misleading   with  respect  to  the  period  covered  by  this
                  Quarterly Report on Form 10-QSB, and

                  (ii) the financial statements, and other financial information
                  included  in this  Quarterly  Report  on Form  10-QSB,  fairly
                  present in all  material  respects  the  financial  condition,
                  results of operations and cash flows of the Company as of, and
                  for, the periods  presented in this  Quarterly  Report on Form
                  10-QSB.

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief  Financial  Officer's  evaluation  that could  significantly  affect these
internal controls,  including any corrective actions with regards to significant
deficiencies and material weaknesses.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

None

Item 2.  Changes in Securities

None

Item 3.  Defaults Upon Senior Securities

None


                                      F-18

<PAGE>



Item 4.  Submission of Matters to a Vote of Security Holders

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

         Exhibits

         The following exhibits are included as part of this report:

Exhibit
Number   Title of Document


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

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

         Reports

         On February 13, 2004,  the Company filed a current  report under Item 1
to announce the creation of its wholly owned  subsidiary  AirGate  Technologies,
Inc. and the engagement of Michael  Sheriff as the Company's new Chairman of the
Board, President, CEO and Treasurer.





























                                      F-19

<PAGE>



                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized this May 12, 2004

                            THE X-CHANGE CORPORATION
                                  (Registrant)




DATE: May 12, 2004                    By:/s/     Michael Sheriff
                                      -----------------------------------
                                      Michael Sheriff, President, Chief
                                      Executive Officer , Treasurer and Chairman
                                     (Principal Executive and Financial Officer)




































                                      F-20