U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One):
[X] Form 10-K and Form  10-KSB [ ] Form  20-F [ ] Form  10-Q and Form  10QSB [ ]
Form N-SAR
[   ]  Form 11-K

For Period Ended: September 30, 2004


[   ] Transition Report on Form 10-K
[   ] Transition Report on Form 20-F
[   ] Transition Report on Form 11-K
[   ] Transition Report on Form 10-Q
[   ] Transition Report on Form N-SAR

For the Transition Period Ended:
                                 ------------------------------

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item (s) to which the notification relates:

Part I - Registrant Information

Full Name of Registrant:   The X-Change Corportion

Former Name if Applicable:

Address of Principal Executive Office (Street and Number):
City, State and Zip Code:

                          2305 Cedar Springs, Suite 275
                                Dallas, TX 75205

Part II - Rules 12b-25 (b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the  registrant  seeks  relief  pursuant to Rule 12b-25 (b),  the  following
should be completed.







(Check box if appropriate)          [X]

         (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated  without  unreasonable  effort or
                  expense;

         (b)      The subject  annual  report,  semi-annual  report,  transition
                  report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
                  thereof  will be filed on before the  fifteenth  calendar  day
                  following the  prescribed  due date; or the subject  quarterly
                  report or transition  report on Form 10-Q, or portion  thereof
                  will be filed on or before the fifth  calendar  day  following
                  the prescribed due date; and

         (c)      The  accountant's  statement or other exhibit required by Rule
                  12b-36 (c) has been attached if applicable.


Part III - Narrative

         The Company needs additional time to finalize its financial  statements
in order to insure accurate reporting of its financial  condition and results of
operation for the period ended  September 30, 2004. The Company  expects to file
by November 19, 2004.

Part IV - Other Information

         (1) Name and  telephone  number of person to  contact in regard to this
notification:

                  Dean Elliott                       214-397-0055
                  ---------------------              ------------
                   (Name)                     (Area Code)     (Telephone Number)

         (2)      Have all other periodic  reports  required under section 13 or
                  15(d) of the Securities  Exchange Act of 1934 or section 30 of
                  the  Investment  Company Act of 1940 during the  preceding  12
                  months or for such  shorter  period  that the  registrant  was
                  required to file such report (s) been filed?  If the answer is
                  no, identify report (s).

[] Yes [X] No

         (3)      is it anticipated  that any  significant  change in results of
                  operations from the  corresponding  period for the last fiscal
                  year  will  be  reflected  by the  earnings  statements  to be
                  included in the subject report or portion thereof?

[ ]      Yes      [X]      No

         If  so,  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.







                            The X-Change Corporation
                            ------------------------
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date: November 15, 2004


By: /s/  Dean Elliott
         Dean Elliott, CEO and President

                                    ATTENTION

Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001).