UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 10-Q

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

                For the quarterly period ended September 30, 2010

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

         For the transition period from ______________ to _____________

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                        Commission File Number: 002-41703


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

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

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

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

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


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

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

Large accelerated filer  [ ]                       Accelerated filer [ ]
Non-accelerated filer  [ ]                         Smaller reporting company [X]

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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: November 22, 2010: 5,513,000

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

               Form 10-Q for the Quarter ended September 30, 2010

                                Table of Contents

                                                                           Page
                                                                           ----
PART I - FINANCIAL INFORMATION

  Item 1 - Financial Statements                                              3

  Item 2 - Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                        14

  Item 3 - Quantitative and Qualitative Disclosures About Market Risk       17

  Item 4 - Controls and Procedures                                          17

PART II - OTHER INFORMATION

  Item 1 - Legal Proceedings                                                17

  Item 2 - Sales of Equity Securities and Use of Proceeds                   17

  Item 3 - Defaults Upon Senior Securities                                  18

  Item 4 - (Removed and Reserved)                                           18

  Item 5 - Other Information                                                18

  Item 6 - Exhibits                                                         18

SIGNATURES                                                                  18

                                       2
<PAGE>
                                     PART I

ITEM 1 - FINANCIAL STATEMENTS

                    THE X-CHANGE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    September 30, 2010 and December 31, 2009

<TABLE>
<CAPTION>
                                                                          (Unaudited)            (Audited)
                                                                         September 30,          December 31,
                                                                             2010                   2009
                                                                         ------------           ------------
<S>                                                                      <C>                    <C>
                                     ASSETS

CURRENT ASSETS
  Cash on hand and in bank                                               $         39           $      1,080
                                                                         ------------           ------------

      TOTAL CURRENT ASSETS                                                         39                  1,080
                                                                         ------------           ------------

OTHER ASSETS
  Prepaid debt financing fees, net of accumulated
   amortization of approximately $29,333 and $21,332                               --                  8,001
                                                                         ------------           ------------

      TOTAL OTHER ASSETS                                                           --                  8,001
                                                                         ------------           ------------

TOTAL ASSETS                                                             $         39           $      9,081
                                                                         ============           ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Convertible debenture payable, net of unamortized discount             $    286,225           $    249,532
  Notes payable to shareholder                                                784,791                723,926
  Accounts payable - trade                                                     32,641                  1,245
  Accrued interest payable                                                    164,872                 97,134
                                                                         ------------           ------------

      TOTAL CURRENT LIABILITIES                                             1,268,529              1,071,837
                                                                         ------------           ------------

      TOTAL LIABILITIES                                                     1,268,529              1,071,837
                                                                         ------------           ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock - $0.001 par value
   3,750,000 shares authorized
   none issued and outstanding                                                     --                     --
  Common stock - $0.001 par value
   37,500,000 shares authorized
   5,513,000 and 5,317,878 shares issued and outstanding                        5,513                  5,318
  Additional paid-in capital                                               17,920,140             17,830,579
  Accumulated deficit                                                     (19,194,143)           (18,898,653)
                                                                         ------------           ------------
      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                 (1,268,490)            (1,062,756)
                                                                         ------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                     $         39           $      9,081
                                                                         ============           ============
</TABLE>

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

                                       3
<PAGE>
                    THE X-CHANGE CORPORATION AND SUBSIDIARIES
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
             Nine and Three months ended September 30, 2010 and 2009

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                    Nine months     Nine months     Three months    Three months
                                                       ended           ended           ended           ended
                                                    September 30,   September 30,   September 30,   September 30,
                                                        2010            2009            2010            2009
                                                     ----------      ----------      ----------      ----------
<S>                                                  <C>             <C>             <C>             <C>
REVENUES - net of returns and allowances             $       --      $       --      $       --      $       --
COST OF SALES                                                --              --              --              --
                                                     ----------      ----------      ----------      ----------

GROSS PROFIT                                                 --              --              --              --
                                                     ----------      ----------      ----------      ----------
OPERATING EXPENSES
  General and administrative expenses                    93,302          14,988          28,762          13,712
                                                     ----------      ----------      ----------      ----------
     TOTAL OPERATING EXPENSES                            93,302          14,988          28,762          13,712
                                                     ----------      ----------      ----------      ----------

LOSS FROM OPERATIONS                                    (93,302)        (14,988)        (28,762)        (13,712)

OTHER INCOME (EXPENSE)
  Interest expense, including
   amortization of financing
   fees and note discounts                             (202,188)       (695,098)        (38,621)        (58,331)
  Gain on extinguishment of debt                             --         464,975              --              --
                                                     ----------      ----------      ----------      ----------
     TOTAL OTHER INCOME (EXPENSE)                      (202,188)       (230,123)        (38,621)        (58,331)
                                                     ----------      ----------      ----------      ----------
LOSS FROM CONTINUING OPERATIONS
 BEFORE PROVISION FOR INCOME TAXES                     (295,490)       (245,111)        (67,383)        (72,043)

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

LOSS FROM CONTINUING OPERATIONS                        (295,490)       (245,111)        (67,383)        (72,043)

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

LOSS FROM DISCONTINUED OPERATIONS                            --         (33,500)             --              --
                                                     ----------      ----------      ----------      ----------

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

COMPREHENSIVE LOSS                                   $ (295,490)     $ (278,611)     $  (67,383)     $  (72,043)
                                                     ==========      ==========      ==========      ==========
Net loss per weighted-average share
 of common stock outstanding, calculated
 on Net Loss - basic and fully diluted
   From continuing operations                        $    (0.05)     $    (0.04)     $    (0.01)     $    (0.01)
   From discontinued operations                           (0.00)          (0.01)          (0.00)          (0.00)
                                                     ----------      ----------      ----------      ----------
       Total                                         $    (0.05)     $    (0.05)     $    (0.01)     $    (0.01)
                                                     ==========      ==========      ==========      ==========
Weighted-average number of shares
 of common stock outstanding                          5,452,963       5,312,644       5,513,000       5,317,878
                                                     ==========      ==========      ==========      ==========
</TABLE>

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

                                       4
<PAGE>
                    THE X-CHANGE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  Nine months ended September 30, 2010 and 2009

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                              Nine months          Nine months
                                                                                 ended               ended
                                                                              September 30,       September 30,
                                                                                  2010                2009
                                                                                ---------           ---------
<S>                                                                             <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                                       $(295,490)          $(278,611)
  Adjustments to reconcile net loss to net cash
   provided by operating activities
     Depreciation and amortization                                                 76,694             501,444
     Gain on extinguishment of debt                                                    --            (464,975)
     Interest expense capitalized as principal                                         --             118,400
     Interest expense paid with common stock                                       57,756                 568
  Increase (Decrease) in
     Accounts payable and other                                                    31,396               1,245
     Accrued interest payable                                                      67,738              74,683
                                                                                ---------           ---------
        NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                       (61,906)            (47,246)
                                                                                ---------           ---------

CASH FLOWS FROM INVESTING ACTIVITIES                                                   --                  --
                                                                                ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Cash received on related party notes payable                                     60,865              28,743
  Cash received on notes payable, net of fees paid                                     --                  --
                                                                                ---------           ---------
        NET CASH USED IN FINANCING ACTIVITIES                                      60,865              28,743
                                                                                ---------           ---------

DECREASE IN CASH                                                                   (1,041)            (18,503)

Cash at beginning of period                                                         1,080              18,503
                                                                                ---------           ---------

CASH AT END OF PERIOD                                                           $      39           $      --
                                                                                =========           =========

SUPPLEMENTAL DISCLOSURE OF INTEREST AND INCOME TAXES PAID
  Interest paid for the period                                                  $      --           $      --
                                                                                =========           =========
  Income taxes paid for the period                                              $      --           $      --
                                                                                =========           =========

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
  Conversion of Debenture Payable into Common Stock                             $  32,000           $   1,550
                                                                                =========           =========
</TABLE>

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

                                       5
<PAGE>
                    THE X-CHANGE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    September 30, 2010 and December 31, 2009

NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

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

On March 11, 2010, the Company announced a change in our strategic direction and
business plan to focus on offering  multimedia and e-commerce to the diverse and
growing Hispanic  markets within the United States and in other  countries.  The
Company  anticipates  having two distinct  divisions and operating each within a
wholly-owned  operating subsidiary  corporation  consisting of a Latino-targeted
media delivery service and a bilingual home shopping network. On March 25, 2010,
the   Company   formed   the   wholly-owned   subsidiaries   -  Caballo   Blanco
Communications,  Ltd. and Commerce Services,  Inc. - as Colorado corporations to
conduct these  operations.  As of September  30, 2010, no activities  have taken
place in either  subsidiary.  On September 8, 2010,  the Company  abandoned this
business plan.

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

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

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

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

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

                (Remainder of this page left blank intentionally)

                                       6
<PAGE>
                    THE X-CHANGE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    September 30, 2010 and December 31, 2009

NOTE B - PREPARATION OF FINANCIAL STATEMENTS

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

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

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

During interim periods, the Company follows the accounting policies set forth in
its annual  audited  financial  statements  filed with the U. S.  Securities and
Exchange  Commission on its Annual Report on Form 10-K  containing the Company's
financial  statements  for the year ended  December  31, 2009.  The  information
presented  within  these  interim  financial  statements  may  not  include  all
disclosures  required by generally accepted accounting  principles and the users
of financial information provided for interim periods should refer to the annual
financial information and footnotes when reviewing the interim financial results
presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in  accordance  with the U. S.  Securities  and  Exchange  Commission's
instructions  for Form 10-Q are unaudited and contain all material  adjustments,
consisting only of normal recurring  adjustments necessary to present fairly the
financial condition, results of operations and cash flows of the Company for the
respective interim periods  presented.  The current period results of operations
are not necessarily  indicative of results which ultimately will be reported for
the full fiscal year ending December 31, 2010.

NOTE C - GOING CONCERN UNCERTAINTY

As of September 30, 2010, the Company has no  operations,  limited cash on hand,
no operating  assets and has  significant  debt related to the  financing of the
operations of its former  subsidiary,  AirGATE.  Because of these  factors,  the
Company's  auditors  have  issued an audit  opinion on the  Company's  financial
statements which includes a statement  describing our going concern status. This
means, in the auditor's opinion, substantial doubt about our ability to continue
as a going concern exists at the date of their opinion.

The  Company's  current  business  plan  intends to locate and  combine  with an
existing,  privately-held  company which is profitable or, in management's view,
has growth potential,  irrespective of the industry in which it is engaged. Such
combination  may be  structured  as a  merger,  consolidation,  exchange  of the
Company's  common  stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.

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

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

                                       7
<PAGE>
                    THE X-CHANGE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    September 30, 2010 and December 31, 2009

NOTE C - GOING CONCERN UNCERTAINTY - CONTINUED

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

The Company's  certificate  of  incorporation  authorizes  the issuance of up to
3,750,000  shares of preferred stock and 37,500,000  shares of common stock. The
Company's  ability to issue preferred  stock may limit the Company's  ability to
obtain debt or equity financing, The Company's ability to issue these authorized
but  unissued  securities  may  also  negatively  impact  our  ability  to raise
additional capital through the sale of our debt or equity securities.

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

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

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

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Cash and cash equivalents

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

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

2. Financing Fees

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

3. Convertible Debt Instruments

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

                                       8
<PAGE>
                    THE X-CHANGE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    September 30, 2010 and December 31, 2009

NOTE D - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

5. Accounting for Stock Options

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

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

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

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

6. Income taxes

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

     The Company uses the asset and liability  method of  accounting  for income
     taxes.  At September 30, 2010 and December 31, 2009, the deferred tax asset
     and deferred  tax  liability  accounts,  as recorded  when  material to the
     financial  statements,  are entirely  the result of temporary  differences.
     Temporary differences generally represent differences in the recognition of
     assets and liabilities for tax and financial reporting purposes,  primarily
     accumulated depreciation and amortization,  allowance for doubtful accounts
     and vacation accruals.

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

7. Income (Loss) per share

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

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

                                       9
<PAGE>
                    THE X-CHANGE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    September 30, 2010 and December 31, 2009

7. Income (Loss) per share - continued

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

     As of September 30, 2010 and 2009, the Company's outstanding stock options,
     warrants, and convertible debentures are considered to be anti-dilutive due
     to the Company's net operating loss.

8. New and Pending Accounting Pronouncements

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

NOTE E - NOTE PAYABLE TO STOCKHOLDER

During  Calendar  2009,  the  Company  executed a $100,000  Line of Credit  Note
Payable  with South  Beach Live,  Ltd.  (South  Beach),  a  significant  Company
stockholder,  to provide  funds  necessary to support the  corporate  entity and
comply with the periodic reporting  requirements of the Securities  Exchange Act
of 1934, as amended.  This note bears  interest at 10.0% and matures in Calendar
2011. Through September 30, 2010, South Beach or its affiliates have advanced an
aggregate of approximately $116,600 against this note.

NOTE F - INCOME TAXES

The  components  of income tax  (benefit)  expense for each of nine months ended
September 30, 2010 and 2009, respectively, are as follows:

                                Nine months         Nine months
                                  ended               ended
                               September 30,       September 30,
                                   2010                2009
                                 -------             -------
             Federal:
               Current           $    --             $    --
               Deferred               --                  --
                                 -------             -------
                                      --                  --
                                 -------             -------
             State:
               Current                --                  --
               Deferred               --                  --
                                 -------             -------
                                      --                  --
                                 -------             -------

               Total             $    --             $    --
                                 =======             =======

As of September 30, 2010, the Company has a net operating  loss  carryforward(s)
of  approximately  $4,000,000 to offset future  taxable  income.  The amount and
availability  of any net  operating  loss  carryforwards  will be subject to the
limitations  set forth in the Internal  Revenue Code. Such factors as the number
of shares ultimately issued within a three year look-back period;  whether there
is a deemed more than 50 percent change in control; the applicable long-term tax
exempt bond rate;  continuity of historical  business;  and subsequent income of
the  Company  all  enter  into  the  annual   computation  of  allowable  annual
utilization of any net operating loss carryforward(s).

                                       10
<PAGE>
                    THE X-CHANGE CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                    September 30, 2010 and December 31, 2009

NOTE F - INCOME TAXES - CONTINUED

The  Company's  income  tax  expense  for each of the nine month  periods  ended
September 30, 2010 and 2009, respectively, are as follows:

<TABLE>
<CAPTION>
                                                              Nine months           Nine months
                                                                 ended                 ended
                                                              September 30,         September 30,
                                                                 2010                  2009
                                                              -----------           -----------
<S>                                                           <C>                   <C>
Statutory rate applied to income before income taxes          $  (100,000)          $   (95,000)
Increase (decrease) in income taxes resulting from:
  State income taxes                                                   --                    --
  Non-deductible conversion discounts                              23,000               171,000
  Gain on extinguishment of debt                                       --             1,019,000
  Other, including reserve for
   deferred tax asset and application
   of net operating loss carryforward                              77,000            (1,095,000)
                                                              -----------           -----------

Income tax expense                                            $        --           $        --
                                                              ===========           ===========
</TABLE>

The Company's  only  temporary  difference as of September 30, 2010 and December
31, 2009, respectively,  relates to the Company's net operating loss pursuant to
the applicable  Federal Tax Law. As of September 30, 2010 and December 31, 2009,
respectively, the deferred tax asset is as follows:

<TABLE>
<CAPTION>
                                                              September 30,         December 31,
                                                                 2010                  2009
                                                              -----------           -----------
<S>                                                           <C>                   <C>
Deferred tax assets
  Net operating loss carryforwards                            $ 1,349,000           $ 1,272,000
    Less valuation allowance                                   (1,349,000)           (1,272,000)
                                                              -----------           -----------

    Net Deferred Tax Asset                                    $        --           $        --
                                                              ===========           ===========
</TABLE>

During the nine months ended  September 30, 2010 and the year ended December 31,
2009,  respectively,  the  valuation  allowance  against the  deferred tax asset
increased (decreased) by approximately $77,000 and $(1,025,000).

NOTE G - COMMON STOCK TRANSACTIONS

Stock split

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

The effect of this action is reflected in the accompanying  financial statements
as of the first day of the first period presented.

Stock issuances

In January 2009, the Company issued an aggregate 2,118,506 shares of restricted,
unregistered common stock  (approximately  105,925 post-reverse split shares) in
connection  with the redemption of $1,550 in convertible  debenture debt. As the
conversion  price  was below the "fair  value"  of the  securities  issued,  the
Company  experienced a non-cash charge to operations of approximately $568 which
was classified as "interest expense" in the accompanying financial statements.

                                       11
<PAGE>
                    THE X-CHANGE CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                    September 30, 2010 and December 31, 2009

NOTE G - COMMON STOCK TRANSACTIONS

Stock issuances - continued

On March 26, 2010, LJII issued a Debenture  Conversion Notice to the Company for
the conversion of $32,000 of the  outstanding  debenture  balance into 3,902,439
shares (approximately 195,122 post-reverse split shares) of the Company's common
stock.  This conversion was completed on April 12, 2010 with the delivery of the
shares to LJII.  As the  conversion  price  was  below  the "fair  value" of the
securities  issued,  the Company  experienced a non-cash charge to operations of
approximately  $57,760  which will be  classified  as "interest  expense" in the
financial statements for the quarter ended September 30, 2010.

In conjunction with conversions from 2008 through 2010, a continued disagreement
exists between LCII and the Company's  management  over the  requirements of the
contractual  mandatory exercise of approximately 475,500 warrants related to the
conversion  of an  aggregate  $45,500 of the  debenture  balance.  The  disputed
balance on this  transaction  is  approximately  $475,500  due to the Company on
contractually  exercisable  warrants by LCII. There is a remote possibility that
this delinquency could be deemed a default by LCII by the Company's  management.
The Company's management is investigating potential remedies to this situation.

NOTE H - CONTINGENCIES

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

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

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

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

                                       12
<PAGE>
                    THE X-CHANGE CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
                    September 30, 2010 and December 31, 2009

NOTE H - CONTINGENCIES - CONTINUED

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

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

On May  26,  2009,  effective  as of  December  15,  2008,  the  Company  issued
51,000,000 shares  (approximately  2,550,000  post-reverse  split shares) of its
common  stock to K & D Equity  Investments,  Inc.  (K&D) , a Texas  corporation,
pursuant  a Debt  Assignment  and the  conversion  features  of the  Convertible
Promissory  Note  between the  Company,  AirGATE and  Melissa CR 364,  LTD.  The
issuance  was  originally  approved by the Board in December  2008,  but was not
accepted by Melissa CR 364, LTD. and assigned to K & D until May 26, 2009.  This
issuance  is  reflected  in  the  accompanying  financial  statements  as of the
effective date of the Board Action.

NOTE I - SUBSEQUENT EVENTS

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

Management has evaluated all other activity of the Company through  November 22,
2010  (the  issue  date  of the  financial  statements)  and  concluded  that no
subsequent  events,  other than as disclosed  above,  have  occurred  that would
require  recognition  in the financial  statements or disclosure in the notes to
financial statements.

                                       13
<PAGE>
PART I - ITEM 2

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

(1) CAUTION REGARDING FORWARD-LOOKING INFORMATION

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

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

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

(2) GENERAL

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

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

In December  2008,  the lender of a note  payable by AirGATE  began  foreclosure
proceedings  against  its  collateral,  which  included  100%  of the  Company's
holdings  in  AirGATE  and the  right  to  convert  the  note  into  restricted,
unregistered shares of the Company's common stock. A portion of the note balance
and accrued,  and unpaid,  interest was converted to 51,000,000 pre-split shares
(approximately  2,550,000  post-split  shares) of the Company's common stock and
the  foreclosure  proceeding  was  consummated  on January 16, 2009.  Due to the
timing of this transaction,  the foreclosure and related  disposition of AirGATE
is reflected in the accompanying financial statements as of December 31, 2008.

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

Under the terms of the  Agreement,  (I) SIJ foreclosed on the assets of AirGATE,
which had been  security for the SIJ Notes;  (ii) SIJ  transferred  and assigned
7,196,429  pre-split  shares  of the  Company's  common  stock  held by  Samson,
7,196,429  pre-split  shares of the  Company's  common stock held by Ironman and
pre-split  2,321,428  shares of the Company's  common stock held by John Thomas,
comprising  all of the shares of Company  common stock owned by them, to Melissa
and its assigns;  (iii) SIJ cancelled the SIJ Notes, SIJ Guaranty, the Tranche A
Warrants and the Tranche B Warrants issued in connection with the SIJ Notes, and
any other  security  convertible  or  exchangeable  into the common stock of the
Company;  (iv) SIJ and  Hanafan  paid  $75,000.00  to  Melissa;  and (v) all the
parties agree to mutual  releases and  confidentiality,  except that Melissa did
not release the Company from the Melissa Note.

As a result  of the  various  transactions  effected  under the  Agreement,  SIJ
surrendered  all  of  their  shares  in the  Company;  cancelled  all  financial
obligations of the Company, which approximated $3.96 million,  including accrued
but unpaid interest);  and terminated their rights under the various warrant and
guaranty  agreements.  The Company  provided  all parties with a full release of
claims,   known  and  unknown,   in  exchange  for  these  various   surrenders,
cancellations  and  terminations.  To the extent that the  cancellation of these
debts   constitutes  a  taxable   event,   the  Company's  net  operating   loss
carry-forward is anticipated to compensate for any taxes due from this event.

                                       14
<PAGE>
(3) PLAN OF BUSINESS

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

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

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

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

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

(4) RESULTS OF OPERATIONS

The Company had no revenue for either of the nine or three month  periods  ended
September 30, 2010 or 2009, respectively.

General and administrative expenses for the nine months ended September 30, 2010
and 2009 were approximately  $93,000 and 15,000,  respectively.  The increase in
the 2010  expenditures  over the 2009 costs was due to the  Company's  effort to
become and remain current with its reporting  requirements  under the Securities
Exchange Act of 1934, as amended.  Since the 1st quarter of Calendar  2009,  the
Company has been  virtually  dormant  due to the  foreclosure  of the  Company's
former wholly-owned  subsidiary,  AirGATE Technologies,  Inc. Subsequent to that
date,  management  has focused on having the  Company  remain  current  with its
reporting obligations under the Securities Exchange Act of 1934, as amended.

The Company recognized  interest  accruals,  amortization of debt financing fees
and accretion of debt discounts of approximately $77,000 and $695,000 during the
nine months  ended  September  30, 2010 and 2009,  respectively.  The  Company's
convertible debenture with La Jolla Cove Investors, Inc. matured in August 2010.
This debenture is discussed more fully in our Annual Report on Form 10-K for the
year ended  December 31, 2009.  We  specifically  note that all of the Company's
debt is in default due to the December 2008 foreclosure action and, accordingly,
has been  classified as "current" on the Company's  balance sheet  regardless of
the stated maturity date(s).

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

Earnings per share for the  respective  nine month periods  ended  September 30,
2010 and 2009 were  $(0.05) and  $(0.05)  based on the  weighted-average  shares
issued and outstanding at the end of each respective  period as adjusted for the
August 2010 1-for-20 reverse stock split.

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

(5) LIQUIDITY AND CAPITAL RESOURCES

At September  30, 2010 and December  31, 2009,  respectively,  the Company had a
working capital of approximately $(1,268,000) and $(1,071,000).

The  Company's  continued  existence is  dependent  upon its ability to generate
sufficient cash flows from operations to support its daily operations as well as
provide sufficient resources to retire existing liabilities and obligations on a

                                       15
<PAGE>
timely basis.  Further, the Company faces considerable risk in its business plan
and a potential  shortfall of funding due to any  inability to raise  capital in
the equity  securities  market.  If no additional  operating capital is received
during the next twelve  months,  the Company  will be forced to rely on existing
cash in the bank and additional  funds loaned by management  and/or  significant
stockholders.

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

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

The Company's  certificate  of  incorporation  authorizes  the issuance of up to
3,750,000  shares of preferred stock and 37,500,000  shares of common stock. The
Company's  ability to issue preferred  stock may limit the Company's  ability to
obtain debt or equity financing, The Company's ability to issue these authorized
but  unissued  securities  may  also  negatively  impact  our  ability  to raise
additional capital through the sale of our debt or equity securities.

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

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

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

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

(6) CRITICAL ACCOUNTING POLICIES

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

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

(7) EFFECT OF CLIMATE CHANGE LEGISLATION

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

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4 - CONTROLS AND PROCEDURES

(a)   Evaluation of Disclosure Controls and Procedures

As of September 30, 2010, our  management,  under the  supervision  and with the
participation  of our  Chief  Executive  Officer  and  Chief  Financial  Officer
(Certifying  Officers),  evaluated the effectiveness of our disclosure  controls
and  procedures as defined in Rules 13a-15  promulgated  under the Exchange Act.
Disclosure  controls and  procedures  are controls  and  procedures  designed to
ensure  that  information  required  to be  disclosed  in our  reports  filed or
submitted under the Exchange Act is recorded, processed, summarized and reported
within  the time  periods  specified  in the  Commission's  rules  and forms and
include  controls  and  procedures  designed to ensure that  information  we are
required  to  disclose  in such  reports  is  accumulated  and  communicated  to
management,  including our Certifying Officers, as appropriate,  to allow timely
decisions  regarding  required  disclosure.  Based  upon  that  evaluation,  our
Certifying  Officers  concluded  that as of September 30, 2010,  our  disclosure
controls  and  procedures  were not  effective  to ensure  that the  information
required to be disclosed by us in our reports is recorded, processed, summarized
and  reported  within the time  periods  specified  by the SEC due to a inherent
weakness in our internal controls over financial  reporting due to our status as
a shell  corporation  and  having a sole  officer  and  director.  However,  our
Certifying  Officers  believe  that the  financial  statements  included in this
report  fairly  present,  in all material  respects,  our  financial  condition,
results of operations and cash flows for the respective periods presented.

(b) Changes in Internal Controls

There were no significant  changes (including  corrective actions with regard to
significant  deficiencies or material  weaknesses) in our internal controls over
financial  reporting that occurred  during the quarter ended  September 30, 2010
that has materially affected,  or is reasonably likely to materially affect, our
internal control over financial reporting.

                          PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

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

ITEM 1A - RISK FACTORS

Not applicable

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

None

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

None.

ITEM 4 - (REMOVED AND RESERVED)

ITEM 5 - OTHER INFORMATION

None

ITEM 6 - EXHIBITS

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

                                   SIGNATURES

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


Dated: November 22, 2010                  By: /s/ Haviland Wright
                                              ----------------------------------
                                              Haviland Wright
                                              Chairman, Chief Executive Officer,
                                              Acting Chief Financial Officer and
                                              Director

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