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, 2005

 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF 1934 FOR THE TRANSITION PERIOD FROM ------------ TO ------------.

                        COMMISSION FILE NUMBER 002-41703

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

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

                100 ALLENTOWN PARKWAY, SUITE 110, ALLEN, TX 75002
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (972) 747-1206
                            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 20, 2005  14,922,000
-----------------------------------------

         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

<TABLE>
<CAPTION>

                                                         (Unaudited)
                                                          March 31,               December 31,
                                                             2005                     2004
                                                    ----------------------   -----------------------
ASSETS
Current Assets:
<S>                                                 <C>                      <C>
     Cash                                           $              154,493   $                 4,902
     Accounts Receivable                                             7,837                         -
                                                    ----------------------   -----------------------
Total Current Assets                                               162,330                     4,902
                                                    ----------------------   -----------------------

Oil & Gas Properties, Using Full Cost Accounting
     Oil & Gas Properties                                           90,083                    36,878
                                                    ----------------------   -----------------------
Net Oil & Gas Properties                                            90,083                    36,878
                                                    ----------------------   -----------------------

TOTAL ASSETS                                        $              252,413   $                41,780
                                                    ======================   =======================
</TABLE>























                                       F-2

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                                   (Continued)

<TABLE>
<CAPTION>

                                                                          (Unaudited)
                                                                           March 31,             December 31,
                                                                             2005                    2004
                                                                    ----------------------- ----------------------

LIABILITIES
Current Liabilities:
<S>                                                                 <C>                     <C>
     Accounts Payable                                               $                16,538 $               42,292
     Notes Payable                                                                  101,893                      -
     Due to Shareholder                                                              25,324                      -
                                                                    ----------------------- ----------------------
Total Current Liabilities                                                           143,755                 42,292
                                                                    ----------------------- ----------------------

TOTAL LIABILITIES                                                                   143,755                 42,292
                                                                    ----------------------- ----------------------

STOCKHOLDERS' EQUITY (DEFICIT)
     Preferred Stock, Par Value $.001,
       Series A Convertible - 5,000,000 Shares Authorized,
       0 Issued at March 31, 2005 and December 31, 2004                                   -                      -
     Common Stock, Par value $.001, Authorized
       100,000,000 Shares, Issued 14,922,000 and 14,752,000
       at March 31, 2005 and December 31, 2004                                       14,922                 14,752
     Paid-In Capital                                                                714,525                653,283
     Retained Deficit                                                              (536,688)              (536,688)
     Deficit Accumulated During Development Stage                                   (84,101)              (131,859)
                                                                    ----------------------- ----------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                108,658                   (512)
                                                                    ----------------------- ----------------------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)                                                    $               252,413 $               41,780
                                                                    ======================= ======================
</TABLE>











                             See accompanying notes

                                       F-3

<PAGE>



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

<TABLE>
<CAPTION>

                                                                                                                    Cumulative
                                                                                                                       Since
                                                                                                                    October 4,
                                                                                                                       2000
                                                                        For the Three Months Ended                 Inception of
                                                                                 March 31,                          Development
                                                                        2005                    2004                   Stage
                                                               ----------------------   --------------------   ---------------------

<S>                                                            <C>                      <C>                    <C>
Revenues                                                       $               68,061   $                  -   $             105,500
Costs of Operations                                                             8,782                      -                  37,974
                                                               ----------------------   --------------------   ---------------------

   Net Operating Income                                                        59,279                      -                  67,526

Expenses
   General & Administrative                                                     9,304                 24,060                  91,095
                                                               ----------------------   --------------------   ---------------------

Net Loss from Continuing Operations                                            49,975                (24,060)               (23,569)
                                                               ----------------------   --------------------   ---------------------

Other Income (Expense)
   Interest Expense                                                            (2,217)                  (377)                (2,217)

Discontinued Operations
   Loss on Sale of AirGate                                                          -                      -                (58,315)
                                                               ----------------------   --------------------   ---------------------

     Net Income (Loss)                                         $               47,758   $            (24,437)  $            (84,101)
                                                               ======================   ====================   =====================

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

Weighted Average Shares Outstanding                                        14,837,000             13,002,000
                                                               ======================   ====================
</TABLE>







                             See accompanying notes

                                       F-4

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                       Cumulative
                                                                                                         Since
                                                                                                       October 4,
                                                                                                          2000
                                                            For the Three Months Ended                Inception of
                                                                    March 31,                         Development
                                                   --------------------------------------------
                                                           2005                   2004                   Stage
                                                   ---------------------  ---------------------   --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                <C>                    <C>                     <C>
Net Income (Loss)                                  $              47,758  $             (24,437)  $            (84,101)
Adjustments to reconcile net loss to net cash
   Provided by operating activities:
Depreciation                                                           -                    772                      -
Stock Issued for Services                                          1,000                      -                  5,150
Net Loss from Discontinued Operations                                                         -                 58,315
Change in Operating Assets and Liabilities:
(Increase) Decrease in Deposits                                        -                 (2,500)                     -
(Increase) Decrease in Employee Advances                               -                   (200)                     -
(Increase) Decrease in Accounts Receivable                        (7,837)                     -                 (7,837)
Increase (Decrease) in Accounts Payable                          (25,854)                    44                 45,533
Increase (Decrease) in Accrued Interest                            2,217                    377                  2,217
                                                   ---------------------  ---------------------   --------------------

Net Cash Used in Operating Activities                             17,284                (25,944)                19,277
Net Cash Used in Discontinued Activities                               -                      -                  6,685
                                                   ---------------------  ---------------------   --------------------

Net Cash Used in Operating Activities                             17,284                (25,944)                25,962
                                                   ---------------------  ---------------------   --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Oil & Gas Property Interest                                      (53,205)                     -                (90,083)
Purchase of Office Equipment                                           -                 (4,762)                     -
Purchase of Furniture and Fixtures                                     -                 (5,000)                     -
                                                   ---------------------  ---------------------   --------------------

Net Cash Provided by Investing Activities                        (53,205)                (9,762)               (90,083)
                                                   ---------------------  ---------------------   --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Loans                                              100,000                      -                100,000
Proceeds from Shareholder Loan                                    25,100                 50,000                 25,100
Capital Contributed                                               60,412                      -                 93,514
                                                   ---------------------  ---------------------   --------------------

Net Cash Provided by Financing Activities                        185,512                 50,000                218,614
                                                   ---------------------  ---------------------   --------------------


Net (Decrease) Increase in Cash                                  149,591                 14,294                154,493
Cash at Beginning of Period                                        4,902                      -                      -
                                                   ---------------------  ---------------------   --------------------
Cash at End of Period                              $             154,493  $              14,294   $            154,493
                                                   =====================  =====================   ====================
</TABLE>


                                       F-5

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (Continued)

<TABLE>
<CAPTION>

                                                                                                           Cumulative
                                                                                                             Since
                                                                                                           October 4,
                                                                                                              2000
                                                                For the Three Months Ended                Inception of
                                                                        March 31,                         Development
                                                       --------------------------------------------
                                                               2005                   2004                   Stage
                                                       ---------------------  ---------------------   --------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

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

  Franchise and income taxes                           $                    -  $                  -   $                  -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: None
----------------------------------------------------------- -----------
</TABLE>























                             See accompanying notes

                                       F-6

<PAGE>



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

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Nature of Operations and Going Concern

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

           Several  conditions and events cast doubt about the Company's ability
to  continue  as a "going  concern".  The  Company  has  incurred  net losses of
approximately  $621,000  for the  period  from  October  4, 2000  (inception  of
development  stage) to March 31,  2005,  has a liquidity  problem,  and requires
additional  financing in order to finance its business  activities on an ongoing
basis.  The  Company is  actively  pursuing  alternative  financing  and has had
discussions  with various third parties,  although no firm commitments have been
obtained. In the interim,  shareholders of the Company have committed to meeting
its minimal operating expenses.

           The Company's  future  capital  requirements  will depend on numerous
factors including, but not limited to, its acquisition,  rework, development and
production of current and additional oil and gas producing properties.

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

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




                                       F-7

<PAGE>



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

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

Interim Reporting

           The unaudited  financial  statements as of March 31, 2005 and for the
three month  period  then ended,  reflect,  in the  opinion of  management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
fairly  state the  financial  position and results of  operations  for the three
months.  Operating results for interim periods are not necessarily indicative of
the results which can be expected for full years.

Organization and Basis of Presentation

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

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

           On February 9, 2004,  the Company  formed a wholly owned  subsidiary,
AirGate  Technologies,  Inc. Subsequently on September 30, 2004 the Company sold
100% of its ownership in the Company to Michael Sheriff.

                                       F-8

<PAGE>



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

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

           In June 2004,  the Company formed a new  subsidiary,  OIL ID Systems,
Inc., which acquired  thirty-eight wells in east Texas. As of December 31, 2004,
OIL ID Systems, Inc. changed its name to Curado Energy Resources, Inc.

           On September  30,  2004,  the Company  entered into a share  purchase
agreement  with Kolt Oil and Gas, a Texas  Corporation,  where it  acquired  the
business,  operations  and prospects of Kolt Oil & Gas for  2,500,000  shares of
common stock.  Subsequently,  the share purchase agreement with Kolt Oil and Gas
was rescinded and the 2,500,000  shares were  canceled.  On March 11, 2005,  the
Company issued 150,000  shares to acquire the Texas  operator's  license for oil
and gas properties of Kolt Oil and Gas.

Nature of Business

           On February 9, 2004,  the Company  formed a wholly owned  subsidiary,
AirGate  Technologies,  Inc., for the purpose of engaging in the development and
acquisition   of   leading-edge   wireless   internet/networking   technologies,
principally RFID ("radio frequency  identification").  In June 2004, the Company
formed two wholly owned subsidiaries, Innovative Telecommunication Technologies,
Inc. (ITT) and OIL ID Systems,  Inc. The VoIP telephone systems being offered by
the Company's ITT subsidiary allow  traditional  carriers and new voice entrants
to build large  distributed  VoIP  networks  without  central  office  equipment
investment and  architecture.  The system is virtually a "plug-in"  installation
working with either  LAN-based  VoIP phones or PC-based  softphones.  Demand for
radio  frequency  identification  solutions  by energy  producers  and oil field
service  companies  led the Company to create OIL ID Systems as a compliment  to
its wholly owned subsidiary, AirGate Technologies,  Inc. The level of demand for
RFID systems in producing oil fields around the world is on the rise, and OIL ID
Systems was created to assist AirGate  Technologies  in developing  applications
and  aggressively  capturing market share within this growing RFID market niche.
As of  December  31,  2004,  OIL ID Systems  changed  its name to Curado  Energy
Resources, Inc.

           On September 30, 2004, the Company  decided that the business plan of
AirGate could not be advanced and decided to  discontinue  its efforts with this
plan and disposed of AirGate.

           In connection with a share purchase  agreement with Kolt Oil and Gas,
the Company decided to look into the oil and gas industry. The Company's primary
objective is to identify,  acquire,  and develop working interest percentages in
smaller,  underdeveloped  oil and gas projects that do not meet the requirements
of the larger producers and developers.

                                       F-9

<PAGE>



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

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

Principals of Consolidation

           The consolidated  financial  statements  include the accounts for The
X-Change Corporation and its wholly owned subsidiaries Kolt Oil & Gas and Curado
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.  On September 30, 2004, the AirGate  Technologies was sold
and thus is not included in the consolidation.

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.

Oil and Gas Properties

           The Company  follows the full cost method of  accounting  for its oil
and  gas  properties.   Accordingly,  all  costs  related  to  the  acquisition,
exploration,  development of oil and gas reserves,  including  related  overhead
costs and related asset retirement  costs,  are capitalized.  Such costs include
land and lease  acquisition  costs,  annual  carrying  charges of  non-producing
properties,  geological and geophysical  costs,  costs of drilling and equipping
productive and non-productive wells, and direct exploration salaries and related
benefits. Proceeds from the disposal of oil and gas properties are recorded as a
reduction of the related capitalized costs without recognition of a gain or loss
unless  the  disposal  would  result  in a change of 20  percent  or more in the
depletion  rate.  The  Company  operates  in one cost  center,  being the United
States.

           Depletion  and  depreciation  of the  capitalized  costs are computed
using the  unit-of-production  method based on the estimated  proven reserves of
oil and gas determined by independent consultants.

           Estimated future removal and site restoration costs are provided over
the life of proven reserves on a unit-of-production  basis. Costs, which include
the  cost of  production  equipment  removal  and  environmental  clean-up,  are
estimated  each  period  by  management  based on  current  regulations,  costs,
technology and industry  standards.  The charge is included in the provision for
depletion and depreciation and the actual  restoration  expenditures are charged
to the accumulated provision amounts as incurred.

                                      F-10

<PAGE>



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

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

           The Company  applies a ceiling  test to  capitalized  costs to ensure
that such costs do not exceed  estimated  future net revenues from production of
proven   reserves   at  year  end  market   prices   less   future   production,
administrative, financing, site restoration, and income tax costs plus the lower
of cost or estimated market value of unproved  properties.  If capitalized costs
are determined to exceed estimated future net revenues, a write-down of carrying
value is charged to depletion in the period.

Concentrations of Credit Risk

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

Pervasiveness of Estimates

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

Stock Compensation for Non-Employees

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

Earnings (Loss) per Share

           Basic  earnings  (loss) per share has been  computed by dividing  the
income (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.





                                      F-11

<PAGE>



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

NOTE 2 - INCOME TAXES

           As of  December  31,  2004,  the  Company  had a net  operating  loss
carryforward for income tax reporting  purposes of  approximately  $669,000 that
may be offset against future taxable income through 2024. 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 - DEVELOPMENT STAGE COMPANY/ GOING CONCERN

           The Company has just commenced its intended principal  operations and
as is common with a development stage of oil and gas extraction, the Company has
had  recurring  losses.  Continuation  of the  Company  as a  going  concern  is
dependent  upon  obtaining  the  additional  working  capital  necessary  to  be
successful  in its  planned  activity,  and the  management  of the  Company has
developed a strategy,  which it believes will accomplish this objective  through
current  oil and  gas  production,  additional  equity  funding  and  long  term
financing, which will enable the Company to operate for the coming year.

NOTE 4 - COMMITMENTS

           As of March  31,  2005,  all  activities  of the  Company  have  been
conducted by  corporate  officers  from either their homes or business  offices.
Currently,  there are no  outstanding  debts owed by the  company for the use of
these facilities and there are no commitments for future use of the facilities.

NOTE 5 - LINE OF CREDIT / NOTE PAYABLE - SHAREHOLDER

           During  January,  2005,  a  shareholder  extended  to the  Company an
unsecured line of credit for up to $500,000. The credit line carries interest at
the existing prime rate. As of March 31, the Company owed $25,324,  against this
line of credit and is reported along with accrued  interest in the  accompanying
financial statements as Due to Shareholder.

NOTE 6 - NOTE PAYABLE

           As of March 31,  2005,  the  Company  received  a short  term loan of
$100,000,  with interest at 8 percent. As of March 31, 2005, accrued interest on
this loan was $1,893.



                                      F-12

<PAGE>



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

NOTE 7 - 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 March 31, 2005, there are no preferred shares issued.

NOTE 8 - COMMON STOCK TRANSACTIONS

           On April 2, 2004,  the Company  issued 100,000 shares of common stock
for consulting services. The shares were valued at $0.53 per share.

           On April 26, 2004,  the  Company's  president  surrendered  his stock
options  contract for  12,000,000  common shares in exchange for the issuance of
4,000,000  shares of restricted  common stock.  The shares are  restricted for 2
years.  In  connection  with  issuance  of the shares,  $15,000 was  recorded as
consulting expense.

           On September 30, 2004, the Company sold 100% of its AirGate, a wholly
owned  subsidiary,  shares in  exchange  for return of  3,500,000  of its common
shares. These shares were returned to treasury and subsequently canceled.

           On September  30,  2004,  the Company  entered into a share  purchase
agreement  with Kolt Oil and Gas, a Texas  Corporation,  where it  acquired  the
business,  operations and prospects of Kolt Oil and Gas for 2,500,000  shares of
common stock.  Subsequently,  the share purchase agreement with Kolt Oil and Gas
was rescinded and the 2,500,000  shares were  canceled.  On March 11, 2005,  the
Company issued 150,000  shares to acquire the Texas  operator's  license for oil
and gas properties of Kolt Oil and Gas.

           On November 23, 2004, the Company issued  1,000,000  shares of common
stock for consulting services. The shares were valued at $0.001 per share.

                                      F-13

<PAGE>



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

NOTE 8 - COMMON STOCK TRANSACTIONS (Continued)

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

           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.

NOTE 9 - OIL AND GAS ACTIVITIES

           As of March 31,  2005,  the Company had net  revenues of $59,279 from
its proven reserves in the East Texas property.

           As of March 31, 2005, $90,083 has been capitalized in connection with
the exploration of unproven properties.

NOTE 10 - CONTINGENCIES

           On September 30, 2004, the Company entered into a recision  agreement
with Michael  Sheriff and AirGate  Technologies,  Inc.  whereby 100% of AirGates
stock owned by X-Change Corporation would be sold to Michael Sheriff in exchange
for the return of 3,500,000 common shares of X- Change  Corporation's  stock. As
part of the purchase  price,  X-Change  Corporation is entitled to 15 percent of
the  net  proceeds  resulting  from  contracts  with  Standard  Motor  Products,
Medtronics - Cranial and Spinal Division,  Borden Chemical and proceeds from the
sale or license of the Child Safety Seat technology.

NOTE 11 - MERGER/ACQUISITION

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


                                      F-14

<PAGE>



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

NOTE 11 - MERGER/ACQUISITION (Continued)

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

           On September  30,  2004,  the Company  entered into a share  purchase
agreement  with Kolt Oil and Gas, a Texas  Corporation,  where it  acquired  the
business,  operations and prospects of Kolt Oil and Gas for 2,500,000  shares of
common stock.  Subsequently,  the share purchase agreement with Kolt Oil and Gas
was rescinded and the 2,500,000  shares were  canceled.  On March 11, 2005,  the
Company issued 150,000  shares to acquire the Texas  operator's  license for oil
and gas properties of Kolt Oil and Gas.

NOTE 12 - SUBSEQUENT EVENTS

           On  April  1,  2005,  the  Company  completed  the  acquisition  of 3
additional oil and gas leases in the East Texas Woodbine field  encompassing  14
wells.

           On April 6, 2005,  the Company was awarded oil and gas  research  and
exploration  rights to offshore Cambodia Block B and onshore Cambodia Black A by
the Royal Government of Cambodia.  The offshore block encompasses  approximately
6,500 square  kilometers  and is located  roughly 200 kilometers  offshore.  The
onshore  block covers  approximately  1,500 square  kilometers  in the northwest
corner of Tonle Sap Basin.

           During April,  2005,  the Company  formed a wholly owned  subsidiary,
Curado  Energy  Cambodia  Limited,  to handle  administrative  functions  of any
Cambodian operations.





                                      F-15

<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, 2004.

PLAN OF OPERATION

The  Company's  sole  focus  is now on the  oil and gas  industry,  the  primary
objective being to identify,  acquire,  and develop working interest percentages
in  smaller,   underdeveloped  oil  and  gas  projects  that  do  not  meet  the
requirements of the larger producers and developers.

The Company's business model now consists of several key  differentiators  that,
management  feels, will set it apart. The Company's focus is to create long-term
shareholder value by:

-  Pursuing  intelligent,   opportunistic   acquisitions  of  other  oil  &  gas
exploration  and  production  company  opportunities  whose  business  plans and
operations are complementary;

- Consolidating  redundant functions,  such as oilfield operations,  billing and
accounting and customer support;

- Partnering with other oil and gas  exploration  and production  companies that
can provide leverage for the Company's activities;

-  Joining  with  energy  industry  organizations  to  highlight  the  Company's
technology solutions and oil and gas expertise;

-  Exploitation  of secondary  and  tertiary oil recovery  methods in oil fields
where current methods have failed to result in significant oil recovery; and

-  Deepening  efforts in wells  which are  located in close  proximity  to other
operators with highly  successful  wells,  reducing drilling risk and increasing
profit opportunity.

Currently  the  Company  has  two  wholly-owned   subsidiaries,   Curado  Energy
Resources,  Inc.,  which  presently owns 52 wells in East Texas (See  Subsequent
Events  sections  for  information  on  additional  acquisition)  and  which was
formerly known as OIL ID systems,  and Kolt Oil and Gas, Inc., which is licensed
to operate oil and gas properties in Texas.  The Company also has a 15% interest
in four RFID (Radio Frequency Identification) projects.

The Company,  through  Curado,  now has as its  objective  the  acquisition  and
development of properties with the following general characteristics:

-Locations within or close to areas with an established  production  history and
infrastructure;

                                      F-16

<PAGE>




-Multiple productive sands and reservoirs;

-Low or  non-existent  current  production  levels  with  identified  proven and
potential reserve opportunities; and

-Properties  which management  believes will respond favorably to treatment with
the company's proprietary biochemical process.

Currently,  all of  Curado's  oil and gas assets  are  located in the East Texas
Woodbine  Field,  which  covers five  counties in East Texas,  those being Rusk,
Gregg,  Smith,  Upshur and  Cherokee.  This  field is over 70 years old,  having
produced over six billion barrels of oil, with estimated reserves of one billion
barrels remaining.

PARAGONE  BIO-TECHNOLOGY:  Since the  fourth  quarter  of 2004,  Curado has been
customizing a proprietary  process for  injecting a microbial  bio-tech  process
into low and non performing wells.  Micro-Tes  manufactures the  microbial-based
product that is the basis for the proprietary process.  Curado has gained access
to the microbial  product  through a  distribution  agreement that Micro-Tes has
with the  Robert  Barbee,  a director  and  executive  officer  of the  Company.
Micro-Tes was founded in 1991 and  manufactures a broad line of  microbial-based
products.  These products consist of blends of acclimated,  naturally occurring,
non-pathogenic  microbes. These microbes offer a safe and economical alternative
to chemicals.  Curado  specifically uses the Micro-Tes'  product named PARAGONE,
which solubilizes paraffin and asphaltene in formations, well bores, pumps, flow
lines,  heater  treaters and storage  tanks.  The product  reduces or eliminates
emulsion,  corrosion,  scale,  hydrogen  sulfide  and oil carry  over.  PARAGONE
releases  drilling fluid,  frac gels,  polymers and soap from the formation.  It
increases API gravity, oil production, gas production and water injection rates.
Treatments with the product have resulted in significant savings for the company
when compared to the cost prohibitive alternative of chemical treatments.

The use of PARAGONE allows Curado to focus on  recompletions  and workovers that
would  otherwise  be cost  prohibitive.  In  addition to the  recompletions  and
workovers of existing wells,  Curado will focus on deepening existing wells when
managements  believe such can minimize  risk and maximize the use of  resources.
Through  a  combination  of art  and  science  management  believes  that it can
minimize  the risk of  unsuccessful  deepening  efforts  and  capitalize  on the
experience of  management  and  consultants.  The Company is focused on enhanced
recovery  technologies  that  will  allow it to  become  a  leader  in oil & gas
development.

MANAGEMENT

CHARLES STIDHAM
He was a private  investor  during  the five  years  preceding  the date of this
report.  He  graduated  from Georgia  Tech  University  in 1964 with a degree in
mechanical  engineering  and from the University of Texas in Austin with a Juris
Doctorate in 1972.




                                      F-17

<PAGE>



ROBERT BARBEE
Mr. Barbee 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 garnered
the  distributorship  for  micro  chemical  applications  to 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  resource.  From 1995 through 1998 Mr. Barbee was Operations  Management
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,  which  focuses  principally  on the aviation and oil and gas
industries.

SCOTT R. THOMPSON
Mr.  Thompson 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  multinational  and
oil and gas clients.  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.

MICHAEL P. MCINERNEY
Mr.  McInerney  joined the  Company  on  October  21,  2004 as a  consultant  to
coordinate  corporate  development.  He brings over 30 years  experience  to the
Company.  His past  experience  includes  executive  positions with two New York
Stock Exchange  listed  companies,  the oversight of corporate  development  and
investor relations with these companies and serving on the board of directors of
Canadian and European  subsidiaries of U.S. based international energy concerns.
Mr.  McInerney  has conducted  meetings,  developed  presentation  materials and
coordinated field trips to the Far East, U.S., Canada,  Europe and South America
for  institutional  investors  and has  been  successful  in  arranging  private
investor financing.

Mr.  McInerney  holds a  Bachelors  of  Business  Arts in  Accounting  from  the
University  of Michigan and is a member of the  American  Institute of Certified
Public  Accountants.  His  credentials  include past  President of the Petroleum
Investor Relations Association and of the Institute of Management Accountants.



                                      F-18

<PAGE>



WILLIAM  (BILL) BOTTO
Mr. Botto holds degrees in both Biology,  with an emphasis in microbiology,  and
Petroleum Geology. He is also a Registered  Professional  Geologist in the state
of Texas. Mr. Botto has over 23 years experience in the oil & gas industry.  His
experience  ranges  from  frontier  exploration  in the  East  Texas  Cretaceous
carbonates and sands to the tertiary  sands of offshore Texas and Louisiana.  He
has worked for Placid Oil Co., Sage Energy Co., and SPG Exploration.  In 1991 he
co-founded  Micro-TES,  Inc., whose focus is designing  biological  products for
enhancing   oil   production   (Microbial   Enhanced  Oil   Recovery,   "MEOR"),
bioremediation,  and related products.  He is currently involved in oil recovery
projects  in the USA,  China,  Russia,  and the  Athabasca  TAR sands in western
Canada.  Mr. Botto is a  consultant  to the Company and is provides the Paragone
technology  to its  development  Mr.  Botto  is an  active  member  of the  AAPG
(American  Association  of  Petroleum  Geology)  and  the  American  Society  of
Microbiology.

CURADO ENERGY RESOURCES, INC.

In June 2004, the Company formed a new subsidiary, Curado Energy Resources, Inc.
(formerly OIL ID Systems, Inc.). Curado Energy Resources, Inc. is an independent
oil & gas exploration and production company with headquarters in Dallas, Texas.
The  principals  involved in the  company  have 25 ye ars of  experience  in the
marketing of and exploration for petroleum products and services.

Demand for radio frequency  identification solutions by energy producers and oil
field service companies led the Company to create Curado Energy Resources,  Inc.
as a compliment to its oilfield operations.

Radio  Frequency  Identification  is a technology  that employs  miniature radio
transmitters in conjunction with  microprocessors  that can be utilized to track
oil  movement  and  migration  and  will be a  valuable  tool in  assessing  and
identifying  producing oil & gas formations  prior to  fracturing.  The level of
demand for RFID systems in producing oil fields around the world is on the rise,
and Curado Energy Resources,  Inc. will assist in discovering additional oil and
gas reserves.

RESULTS OF OPERATIONS

The Company had $9,304 and $24,060 in general and  administrative  expenses  for
the three month  periods  ended March 31, 2005 and 2004,  respectively.  For the
quarters  ended  March 31,  2005 and 2004,  the  Company  had  $68,061 and $0 in
revenues, respectively.



                                      F-19

<PAGE>



LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2005,  the Company had total  current  assets of $162,330 and total
assets of $252,413 as compared to $4,902 current assets and $41,780 total assets
at December 31, 2004. The Company had a net working capital (deficit) of $18,575
at March 31, 2005 and ($37,390) at December 31, 2004.

Net  stockholders'  equity (deficit) in the Company was and $108,658 as of March
31, 2005 and (512) at December 31, 2004. The Company continues to seek strategic
alternatives,  including  discussions with joint venture partners and investors.
During January 2005,  the Company  signed a revolving line of credit  promissory
note  for  $500,000  with  certain  shareholders.   The  accompanying  quarterly
financial  statements have been prepared assuming the Company will continue as a
going concern. The Company's ability to continue as a going concern, however, is
dependent  upon the Company's  ability to implement  its business  objectives in
order to generate cash flow.

ITEM 3. CONTROLS AND PROCEDURES

           The Company's Chief Executive Officer and Chief Financial Officer 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,  2005,  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.




                                      F-20

<PAGE>



PART II - OTHER INFORMATION
ITEM 1.  LEGAL PROCEEDINGS
None
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














                                      F-21

<PAGE>



ITEM 6.               EXHIBITS AND REPORTS ON FORM 8-K
Exhibit No.                                         Exhibit Name


2.1      Plan of Merger,  incorporated  by reference to Exhibit 10.1 to Form 8-K
         dated January 30, 2002 - Previously Filed.

3.1      Articles of Incorporation - Previously Filed.

3.2      Certificate  of Amendment to Articles of  Incorporation  of  Registrant
         filed with the Secretary of State of the State of Nevada on January 14,
         2002 - Previously Filed.

3.3      By-Laws - Previously Filed.

4.1      Specimen of Common Stock Certificate - Previously Filed.

4.3      Form of Warrant Agreement,  previously filed, incorporated by reference
         to Exhibit 10.2 to Form 8-K dated January 30, 2002 - Previously Filed.

10.1     License  Agreement  dated as of June 20, 2001 between  WebIAm,  Inc. as
         licensor, and WEBiX Inc. (the predecessor of the Company), as licensee-
         Previously Filed.

10.2     Amendment  to  License  Agreement  dated  as  of  January  15,  2002  -
         Previously Filed.

10.3     Form of Lock-Up Agreement,  incorporated by reference to Exhibit 4.1 to
         Form 8-K dated January 30, 2002 - Previously Filed.

10.4     Securities Repurchase Agreement - Previously Filed.

21       List of subsidiaries - None

31.1*    Certification  of  Principal  Executive  Officer  Pursuant  to 18 U.S.C
         Section 1350 as Adopted  Pursuant to Section 302 of the  Sarbanes-Oxley
         Act of 2002.

31.2*    Certification  of  Principal  Financial  Officer  Pursuant  to 18 U.S.C
         Section 1350 as Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley
         Act of 2002.

32.1*    Certification  of  Principal  Executive  Officer  Pursuant  to 18 U.S.C
         Section 1350 as Adopted  Pursuant to Section 302 of the  Sarbanes-Oxley
         Act of 2002.

32.2*    Certification  of  Principal  Financial  Officer  Pursuant  to 18 U.S.C
         Section 1350 as Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley
         Act of 2002.

* Filed herewith.
Reports on Form 8-K filed in the first quarter of 2005: There were no Form 8-K's
filed during the quarter ended March 31, 2005.









                                      F-22

<PAGE>



                                   SIGNATURES

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

                            THE X-CHANGE CORPORATION
                                  (Registrant)




DATE: May 20, 2005           By:/s/ Charles Stidham
                             ----------------------
                             Charles Stidham, President and Chief
                             Executive Officer
                             (Principal Executive Officer)



DATE: May 20, 2005              By:/s/ Scott Thompson
                                ---------------------
                                Scott Thompson, Chief
                                Financial Officer
                                (Principal Financial Officer)























                                      F-23