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 JUNE 30, 2006

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM ------------ TO ------------.

                        COMMISSION FILE NUMBER 002-41703

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

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

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

                                 (972) 747-0051
                            ISSUER'S TELEPHONE NUMBER




                      APPLICABLE ONLY TO CORPORATE ISSUERS

STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON
EQUITY, AS OF THE LATEST PRACTICAL DATE: AUGUST 15, 2006 27,434,500

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

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



<PAGE>




                                     PART I
Item 1.  Financial Statements

                            THE X-CHANGE CORPORATION
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                               (Unaudited)
                                                                                June 30,            December 31,
                                                                                  2006                  2005
                                                                           -------------------  --------------------
ASSETS
Current Assets:
<S>                                                                        <C>                  <C>
     Cash                                                                  $            25,303  $              5,847
     Deposits                                                                          235,065                10,270
     Accounts Receivable                                                                31,286                     -
     Employee Advances                                                                     250                   338
                                                                           -------------------  --------------------
Total Current Assets                                                                   291,904                16,455
                                                                           -------------------  --------------------

Fixed Assets
     Computer Equipment                                                                 20,368                12,396
     Furniture and Fixtures                                                             54,803                30,173
     Less Accumulated Depreciation                                                     (20,948)              (11,326)
                                                                           -------------------  --------------------
Total Fixed Assets                                                                      54,223                31,243
                                                                           -------------------  --------------------

Other Assets
      Net Assets of Discontinued Operations                                              8,029                10,178
                                                                           -------------------  --------------------

TOTAL ASSETS                                                               $           354,156  $             57,876
                                                                           ===================  ====================
</TABLE>



















<PAGE>



                            THE X-CHANGE CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)


<TABLE>
<CAPTION>
                                                                                (Unaudited)
                                                                                  June 30,          December 31,
                                                                                    2006                2005
                                                                             ------------------- -------------------

LIABILITIES
Current Liabilities:
<S>                                                                          <C>                 <C>
     Accounts Payable                                                        $            54,476 $           103,253
     Accrued Expenses                                                                     52,769              11,415
     Due to Shareholders                                                                 598,591             353,039
                                                                             ------------------- -------------------
Total Current Liabilities                                                                705,836             467,707

Net Liabilities of Discontinued Operations                                              (197,297)           (197,297)
                                                                             ------------------- -------------------

TOTAL LIABILITIES                                                                        508,539             270,410
                                                                             ------------------- -------------------

STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred Stock, Par Value $.001,
       Series A Convertible - 5,000,000 Shares Authorized,
       0 Issued at June 30, 2006 and December 31, 2005                                         -                   -
     Common Stock, Par value $.001, Authorized
       100,000,000 Shares, Issued 27,404,500 and 26,712,000
       at June 30, 2006 and December 31, 2005                                             27,405              26,712
     Paid-In Capital                                                                   1,203,586             793,399
     Retained Deficit                                                                 (1,385,374)         (1,032,645)
                                                                             ------------------- -------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                    (154,383)           (212,534)
                                                                             ------------------- -------------------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)                                                             $           354,156 $            57,876
                                                                             =================== ===================
</TABLE>











                             See accompanying notes




<PAGE>



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



<TABLE>
<CAPTION>
                                                         For the Three Months Ended               For the Six Months Ended
                                                                  June 30                                 June 30,
                                                           2006               2005                2006               2005
                                                   -------------------- -----------------  ------------------ -------------------
<S>                                                <C>                  <C>                <C>                <C>
Revenues                                           $            280,256 $           5,296  $          675,256 $             5,296
Costs of Operations                                               3,558                 -             125,470                   -
                                                   -------------------- -----------------  ------------------ -------------------

   Net Operating Income                                         276,698             5,296             549,786               5,296

Expenses
   General & Administrative                                     395,207            36,288             684,725              44,112
                                                   -------------------- -----------------  ------------------ -------------------

Net Income (Loss) from Continuing Operations                   (118,509)          (30,992)           (134,939)            (38,816)
                                                   -------------------- -----------------  ------------------ -------------------

Other Income (Expense)
   Interest Income (Expense)                                    (10,255)               62             (10,283)                 62
   Sale of working interest                                           -                                     -

Discontinued Operations
    Net Income (Loss) from Discontinued Operations                    -           112,762              (2,191)            168,344
    Loss from Disposal of Discontinued Operations              (205,316)                -            (205,316)                  -
                                                   -------------------- -----------------  ------------------ -------------------

     Net Income (Loss)                             $           (334,080)$          81,832  $         (352,729)$           129,590
                                                   ==================== =================  ================== ===================

Earnings per Share, Basic & Diluted                $               0.01 $            0.01  $             0.01 $              0.01
                                                   ==================== =================  ================== ===================

Weighted Average Shares Outstanding                          27,260,583        14,922,000          27,229,958          14,922,000
                                                   ==================== =================  ================== ===================
</TABLE>







                             See accompanying notes


<PAGE>



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


<TABLE>
<CAPTION>
                                                                        For the Six Months Ended
                                                                                June 30,
                                                                 --------------------------------------
                                                                        2006                2005
                                                                 ------------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                              <C>                 <C>
Net Income (Loss)                                                $         (352,729) $          129,590
Adjustments to reconcile net loss to net cash
   Provided by operating activities:
Depreciation                                                                  9,516               2,892
Stock Issued for Services                                                    20,950               1,000
Extinguishment of debt                                                      (16,229)                  -
Loss on Disposal of Discontinued Operations                                 205,316                   -
Change in Operating Assets and Liabilities:
(Increase) Decrease in Employee Advances                                         88              (2,030)
(Increase) Decrease in Accounts Receivable                                  (31,286)             (7,837)
(Increase) Decrease in Deposits                                              (5,615)                  -
Increase (Decrease) in Accounts Payable-48777                               (47,435)             27,750
Increase (Decrease) in Accrued Expenses                                      41,354               3,933
                                                                 ------------------  ------------------
Net Cash Used in Continuing Operations                                     (176,070)            155,298
Net Cash Used in Discontinued Operations                                     (2,191)           (353,102)
                                                                 ------------------  ------------------
Net Cash Used in Operating Activities                                      (178,261)           (197,804)
                                                                 ------------------  ------------------


CASH FLOWS FROM INVESTING ACTIVITIES:

Oil & Gas Property Interest                                                       -                   -
Purchase of Computer Equipment                                               (6,915)            (1,057)
Purchase of Furniture and Fixtures                                          (24,630)                  -
                                                                 ------------------  ------------------

Net Cash Provided by Investing Activities                                   (31,545)            (1,057)
                                                                 ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Loans                                                               -             200,000
Proceeds from Shareholder Loan                                              229,262              25,000
Capital Contributed                                                               -              60,412
                                                                 ------------------  ------------------

Net Cash Provided by Financing Activities                                   229,262             285,412
                                                                 ------------------  ------------------


Net (Decrease) Increase in Cash                                              19,456              86,551
Cash at Beginning of Period                                                   5,847               4,902
                                                                 ------------------  ------------------
Cash at End of Period                                            $           25,303  $           91,453
                                                                 ==================  ==================
</TABLE>





<PAGE>


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


<TABLE>
<CAPTION>
                                                                        For the Six Months Ended
                                                                                June 30,
                                                                 --------------------------------------
                                                                        2006                2005
                                                                 ------------------  ------------------

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

  Franchise and income taxes                                     $                -  $                -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:

Common Stock Exchanged for Services                              $           20,950  $            1,000
Common Stock Exchanged for Expected
   Development Costs                                             $          219,180  $                -
</TABLE>

















                             See accompanying notes



<PAGE>



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

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Nature of Operations and Going Concern

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

         Several conditions and events cast doubt about the Company's ability to
continue  as  a  "going  concern".  The  Company  has  incurred  net  losses  of
approximately  $ 1,400,000 for the period from February 5, 1969  (inception)  to
June 30, 2006, and may require additional  financing,  developmental  contracts,
and the  commencement  of product  deliveries  in order to finance its  business
activities  on an ongoing  basis.  The Company is actively  pursuing  additional
development  contracts,   commercializing  its  current  contracts  as  well  as
alternative  financing,  and has had  discussions  with  various  third  parties
regarding  financing,  although no firm commitments  have been obtained.  In the
interim,  current  development  contracts  and loans  from  shareholders  of the
Company are meeting the operating expenses.

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

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

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




<PAGE>


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

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

Interim Reporting

         The unaudited financial  statements as of June 30, 2006 and for the six
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 six  months.  Operating
results for interim periods are not necessarily indicative of the results, which
can be expected for full years.

Organization and Basis of Presentation

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

Nature of Business

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

Principals of Consolidation

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



<PAGE>



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

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

Energy  Resources,   Inc.  (Formerly  OIL  ID  Systems,  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
 Computer Equipment                                    3 years


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

Concentrations of Credit Risk

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

Pervasiveness of Estimates

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




<PAGE>



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

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

amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
from those estimates.

Stock Compensation for Non-Employees

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

Earnings (Loss) per Share

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

NOTE 2 - INCOME TAXES

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

NOTE 3 - COMMITMENTS

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



<PAGE>




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

NOTE 3 - COMMITMENTS (Continued)

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

NOTE 4 - PREFERRED STOCK

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

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

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

         As of August 15, 2006, there are no preferred shares issued.

NOTE 5 - STOCK TRANSACTIONS

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

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

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



<PAGE>




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

NOTE 5 - STOCK TRANSACTIONS (Continued)

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

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

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

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

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

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

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

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




<PAGE>





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



NOTE 6 - LEGAL PROCEEDINGS

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


NOTE 7-DISCONTINUED OPERATIONS

         As of June 30, 2006 the Company disposed of Cuardo. Net assets disposed
have been separately  classified in the accompanying  consolidated balance sheet
at June 30, 2006.  The June 30, 2006 balance  sheet has been restated to conform
to the  current  year's  presentation.  Operating  results of this  discontinued
operation for the three and six month ended June 30, 2006 is shown separately in
the accompanying consolidated statement of operations.






<PAGE>


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

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

Plan of Operation

The Company's current business model is focused on furthering the success of its
wholly owned subsidiary,  AirGATE  Technologies,  Inc. AirGATE is an early-stage
company  and  is a  leading  provider  of  wireless  solutions  utilizing  radio
frequency   identification  (RFID),  802.15.4  (Zigbee)  low  power,  mesh-based
networks and SAW (surface acoustic wave) technologies. It is expected that these
markets  will exceed $6 billion  dollars by 2008 and  provide  the Company  with
upside potential as the RFID markets continue to mature. AirGATE Technologies, a
leader in unique applications utilizing RFID and wireless,  intelligent,  sensor
technology,  is  a  full-solution  company  that  handles  business  assessment,
technology selection,  including proprietary AirGATE technology, and integration
and support.  The Company has, in an environment of technology cost compression,
built a stable  of  technology  partners  that are best in class and span a wide
range of solutions to support small, medium and large enterprises.  AirGATE is a
founding member of the DFW-based RFID HUB.

AirGATE's mission is to provide customers with innovative  technology solutions,
such as Radio Frequency Identification (RFID), that are the product of inventive
minds  melding  superior  technical  skills with  outside-the-box  thinking  and
state-of-the-art  technologies.  AirGATE  builds its  portfolios of products and
services  around a simple concept;  provide the customer with truly  exceptional
value  and  AirGATE  is  assured  of an  exceptional  return.  AirGATE  provides
customers with solutions tailored to their specific needs; products and services
of unsurpassed  convenience,  performance and  reliability  that are an uncommon
value.  AirGATE's  current  applications  include  prison  inmate  collect  call
verification,   child   safety  seat  buckle   status   determination,   product
authentication,  real-time  asset  location  systems,  remote  oil and gas  well
monitoring and proprietary oil industry solutions.

AirGATE holds several lucrative development contracts with large companies,  who
are dominant in their field.  These companies include Hexion Specialty  Chemical
and SECURUS  Technologies,  Inc.  AirGATE has recently  completed a  development
contract  with Hitachi  America,  Ltd. The Company is in Phase 2 of its contract
with Hexion, and, based on successful testing,  will begin  commercialization of
the technology later this year.  AirGATE has completed the prototype of its RFID
scanner design for  installation  in the prison phones  managed by SECURUS.  The
Company  expects to begin  shipment  to SECURUS for  installation  in the prison
phones in the fourth quarter of this year.

Based in Columbus,  Ohio, Hexion Specialty  Chemicals combines the former Borden
Chemical,  Bakelite,  Resolution  Performance  Products and Resolution Specialty

<PAGE>

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

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

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

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

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

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

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


<PAGE>

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

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

Management

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

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

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

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

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


<PAGE>

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

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


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

SCOTT R. THOMPSON, SECRETARY, TREASURER, CFO, AND DIRECTOR joined the Company in
the final quarter of 2004. He graduated from the University of Denver, Colorado,
in 1985 with a Bachelor of Science  Degree in  Accounting,  receiving his CPA in
1986 while working for Ernst & Whinney,  a "Big 8" accounting  firm. His clients
at Ernst & Whinney included  privately owned and emerging  businesses as well as
multinational  corporations in the private and public sectors.  Mr. Thompson has
focused during the past 12 years on real estate sales and  development and since
2000 has been a part owner and  manager  for a capital  management  company.  He
holds Series 7, 55, 63 and 65 securities licenses.


Results of Operations

         The Company  had $ 684,725  and $ 44,112 in general and  administrative
expenses for the six month periods  ended June 30, 2006 and 2005,  respectively.
For the  quarters  ended June 30, 2006 and 2005,  the Company had  revenues of $
675,256 and 5,296, respectively. (Loss)/Gain on operations was $ (134,939) and $
(38,816) for the six month periods ended June 30, 2006 and 2005, respectively.



<PAGE>

Liquidity and Capital Resources

         At June 30, 2006,  the Company had total current assets of $291,904 and
total  assets of $354,156 as  compared  to $16,455  current  assets and $ 57,876
total  assets at December  31,  2005.  The  Company  had a net  working  capital
(deficit) of $(413,932) at June 30, 2006 and $ (451,252) at December 31, 2005.

         Net  stockholders'  equity (deficit) in the Company was and $ (154,383)
as of June 30, 2006 and ($ 212,534) at December 31, 2005.

         The  Company  continues  to  seek  strategic  financing   alternatives,
including  discussions with current and future potential investors.  The company
has multiple  short term notes with a shareholder  of the company which amounted
to $598,591 on June 30,  2006.  The notes  carry an  interest  rate of 10%.  The
accompanying  quarterly  financial  statements  have been prepared  assuming the
Company will continue as a going concern. The Company's ability to continue as a
going concern, however, is dependent upon the Company's ability to implement its
business objectives in order to generate cash flow.

ITEM 3.  CONTROLS AND PROCEDURES

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

(a)      Evaluation of Disclosure Controls and Procedures

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

(b)      Changes in Internal Controls

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



<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS


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

ITEM 2.  CHANGES IN SECURITIES

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         EXHIBITS

         The following exhibits are included as part of this report:

Exhibit
Number   Title of Document

31.1     Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
         2002.
32.1     Certification  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
         2002.


Reports on Form 8-K filed during 2006:

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


<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 August 21, 2006

                            THE X-CHANGE CORPORATION
                                  (Registrant)




DATE: August 21, 2006
                              By:/s/     Michael  L, Sheriff
                              Michael L. Sheriff, President, Chief
                              Executive Officer , and Chairman
                              (Principal Executive Officer)







DATE: August 21, 2006
                              By:/s/     Scott R. Thompson
                              Scott R. Thompson, Chief
                              Financial Officer
                              (Principal Financial Officer)