U.S. Securities and Exchange Commission

                     Washington, D.C.  20549

                           Form 10-QSB

(Mark One)
[X]   Quarterly report pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the quarterly period ended March 31, 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: May 15, 2006 - 27,222,000

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
                  (A Development Stage Company)
                   CONSOLIDATED BALANCE SHEETS

                                                  (Unaudited)
                                                    March 31,    December 31,
                                                      2006          2005
                                                  ------------- -------------
ASSETS
------
Current Assets:
  Cash                                            $      3,071  $     10,505
  Deposits                                             229,450        10,270
  Employee Advances                                      2,650           338
                                                  ------------- -------------
Total Current Assets                                   235,171        21,113
                                                  ------------- -------------

Fixed Assets
  Computer Equipment                                    24,814        13,453
  Furniture and Fixtures                                55,498        30,173
  Less Accumulated Depreciation                        (16,131)      (11,432)
                                                  ------------- -------------
Total Fixed Assets                                      64,181        32,194
                                                  ------------- -------------
Oil & Gas Properties
  Oil & Gas Exploration Costs                            4,658         4,569
                                                  ------------- -------------
Net Oil & Gas Properties                                 4,658         4,569
                                                  ------------- -------------

TOTAL ASSETS                                      $    304,010  $     57,876
                                                  ============= =============


                                2

<PAGE>

                     THE X-CHANGE CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                           (Continued)


                                                   (Unaudited)
                                                     March 31,   December 31,
                                                        2006         2005
                                                  ------------- -------------
LIABILITIES
-----------
Current Liabilities:
  Accounts Payable                                $    107,186  $    103,253
  Accrued Expenses                                      20,497        11,415
  Due to Shareholders                                  185,004       155,742
                                                  ------------- -------------
Total Current Liabilities                              312,687       270,410
                                                  ------------- -------------

TOTAL LIABILITIES                                      312,687       270,410
                                                  ------------- -------------
STOCKHOLDERS' EQUITY (DEFICIT)
------------------------------
  Preferred Stock, Par Value $.001,
    Series A Convertible - 5,000,000 Shares
    Authorized, 0 Issued at March 31, 2006
    and December 31, 2005                                    -             -
  Common Stock, Par value $.001, Authorized
    100,000,000 Shares, Issued 27,222,000 and
    26,712,000 at March 31, 2006 and December 31,
    2005                                                27,222        26,712
  Paid-In Capital                                    1,013,148       793,399
  Retained Deficit                                  (1,049,047)   (1,032,645)
                                                  ------------- -------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                    (8,677)     (212,534)
                                                  ------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)                                  $    304,010  $     57,876
                                                  ============= =============






                      See accompanying notes

                                3
<PAGE>


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



                                                   For the Three Months Ended
                                                            March 31,
                                                        2006        2005
                                                  ------------- -------------

Revenues                                          $    395,000  $     68,061
Costs of Operations                                    121,912         8,782
                                                  ------------- -------------

   Net Operating Income                                273,088        59,279

Expenses
   General & Administrative                            289,518         9,304
                                                  ------------- -------------

Net Income (Loss) from Continuing Operations           (16,430)       49,975
                                                  ------------- -------------
Other Income (Expense)
   Interest Income (Expense)                                28        (2,217)
                                                  ------------- -------------

   Net Income (Loss)                              $    (16,402) $     47,758
                                                  ============= =============

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

Weighted Average Shares Outstanding                 27,191,400    14,837,000
                                                  ============= =============



                      See accompanying notes

                                4

<PAGE>


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


                                                  For the Three Months Ended
                                                           March 31,
                                                        2006        2005
                                                  ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
------------------------------------
Net Income (Loss)                                 $    (16,402) $     47,758
Adjustments to reconcile net loss to net cash
 Provided by operating activities:
Depreciation                                             4,939             -
Stock Issued for Services                                  750         1,000
Change in Operating Assets and Liabilities:
(Increase) Decrease in Employee Advances                (2,312)            -
(Increase) Decrease in Accounts Receivable                   -        (7,837)
Increase (Decrease) in Accounts Payable                  3,933       (25,854)
Increase (Decrease) in Accrued Expenses                  9,082         2,217
                                                  ------------- -------------

Net Cash Used in Operating Activities                      (10)       17,284
                                                  ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
------------------------------------
Oil & Gas Property Interest                                  -       (53,205)
Purchase of Computer Equipment                         (11,361)            -
Purchase of Furniture and Fixtures                     (25,325)            -
                                                  ------------- -------------

Net Cash Provided by Investing Activities              (36,686)      (53,205)
                                                  ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
------------------------------------
Proceeds from Loans                                          -       100,000
Proceeds from Shareholder Loan                          29,262        25,100
Capital Contributed                                          -        60,412
                                                  ------------- -------------

Net Cash Provided by Financing Activities               29,262       185,512
                                                  ------------- -------------

Net (Decrease) Increase in Cash                         (7,434)      149,591
Cash at Beginning of Period                             10,505         4,902
                                                  ------------- -------------

Cash at End of Period                             $      3,071  $    154,493
                                                  ============= =============


                                5

<PAGE>

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


                                                  For the Three Months Ended
                                                            March 31,
                                                       2006          2005
                                                  ------------- -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
------------------------------------------------
Cash paid during the year for:
  Interest                                        $          -  $          -
  Franchise and income taxes                      $          -  $          -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
----------------------------------------------------------------------
Common Stock Exchanged for Services               $        750  $      1,000
Common Stock Exchanged for Expected
  Development Costs                               $    219,180  $          -




                      See accompanying notes

                                6
<PAGE>


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

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Nature of Operations and Going Concern
--------------------------------------

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

     Several conditions and events cast doubt about the Company's ability to
continue as a "going concern".  The Company has incurred net losses of
approximately $ 1,049,000 for the period from February 5, 1969 (inception) to
March 31, 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.


                                7
<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 March 31, 2006 and for the three
month period then ended, reflect, in the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
fairly state the financial position and results of operations for the three
months.  Operating results for interim periods are not necessarily indicative
of the results, which can be expected for full years.

Organization and Basis of Presentation
--------------------------------------

The Company was incorporated under the laws of the State of Delaware on
February 5, 1969,  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


                                8

<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


                                9

<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:


                                10

<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 May 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.

                                11

<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 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  issues  10,000  restricted  common stock
to a consultant of the Company.  $740 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.

NOTE 6 - LEGAL PROCEEDINGS

     On January 11, 2006, The Company commenced legal action against former
employee James E. Flowers, Logix Consulting,  Inc. and WaveTrac, Inc. As the
Plaintiff, the Company seeks temporary and permanent injunctive relief and
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; tortuous interference with prospective business relationships;
and conversion.  As part of the legal action, the Company is demanding the
return of 4,250,000 shares of restricted common stock issued to Mr. Flowers.


                                12



<PAGE>


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

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


                                13
<PAGE>


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

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

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

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

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.

                                14

<PAGE>


The management team of AirGATE  Technologies have over 125 years accumulated
expertise in Radio Frequency (RF) solutions, services, middleware and network
management systems including:
>>       Supply Chain Management
>>       Wireless and RF Engineering
>>       System Integration
>>       Network Management Systems
>>       Enterprise Databases
>>       Microsoft and UNIX Environments

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

Management
----------

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

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

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

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.

                                15

<PAGE>



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

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

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

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

Scott R. Thompson, Secretary, Treasurer, CFO, and Director joined the Company
in the final quarter of 2004.  He graduated from the University of Denver,
Colorado, in 1985 with a Bachelor of Science Degree in Accounting, receiving
his CPA in 1986 while working for Ernst & Whinney, a "Big 8" accounting firm.
His clients at Ernst & Whinney included privately owned and emerging
businesses as well as multinational corporations in the private and public
sectors.  Mr. Thompson has focused during the past 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.

                                16

<PAGE>

Results of Operations
---------------------

     The Company had $ 289,518 and $ 9,304 in general and administrative
expenses for the three month periods ended March 31, 2006 and 2005,
respectively.  For the quarters ended March 31, 2006 and 2005, the Company had
revenues of $ 395,000 and 68,061, respectively. (Loss)/Gain on operations was
$ (16,402) and $ 47,758 for the three month periods ended March 31, 2006 and
2005, respectively.

Liquidity and Capital Resources

     At March 31, 2006, the Company had total current assets of $235,171 and
total assets of $304,010 as compared to $21,113 current assets and $ 57,876
total assets at December 31, 2005.  The Company had a net working capital
(deficit) of $ 77,516 at March 31, 2006 and ($249,297) at December 31, 2005.

     Net stockholders' equity (deficit) in the Company was and $ (8,677) as of
March 31, 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 a
note with a shareholder of the company which amounted to $185,004 on March 31,
2006.  The note carries 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 March 31, 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.


                                17
<PAGE>

                   PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

     On January 11, 2006, The Company commenced legal action against former
employee James E. Flowers, Logix Consulting,  Inc. and WaveTrac, Inc. As the
Plaintiff, the Company seeks temporary and permanent injunctive relief and
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; tortuous interference with prospective business relationships;
and conversion.  As part of the legal action,  the Company 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, 2006- Material  Agreement, contract with Hexion SpecialtyChemicals


                                18

<PAGE>


                            SIGNTURES


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

                         THE X-CHANGE CORPORATION
                         (Registrant)




DATE: May 20, 2006
                         By:/s/  Michael  L, Sheriff
                         _______________________________________
                         Michael L. Sheriff, President, Chief
                         Executive Officer , and Chairman
                         (Principal Executive Officer)



DATE: May 20, 2006
                         By:/s/  Scott R. Thompson
                         _____________________________________
                         Scott R. Thompson, Chief
                         Financial Officer
                         (Principal Financial Officer)




                                19