U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

(Mark One)
[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934.

For the fiscal year ended       December 31, 2001

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

Commission file number            002-41703

                            THE X-CHANGE CORPORATION
                 (Name of Small Business Issuer in Its Charter)

              Nevada                                     43-1594165
---------------------------------------     ------------------------------------
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)

36 W. 44th Street, Suite 1209, New York, NY                              10036
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip Code)

                                 (646) 728-7023
                (Issuer's telephone number, including area code)

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                          -----------------------------
                                 Title of Class

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's  revenues for its most recent fiscal year: Issuer had no revenues
for the fiscal year ended December 31, 2001.

As of March 27, 2002, there were 37,002,000 shares of Common Stock  outstanding,
of which 15,602,000 were held by  non-affiliates.  The aggregate market value of
such Common  Stock  (based upon the average of the bid and asked prices on March
27, 2002) of the Registrant held by non-affiliates was approximately $4,992,640.
As of March 27, 2002,  the  Registrant  also had a total of 4,000,000  shares of
Series A Convertible  Preferred Stock  outstanding  which are  convertible  into
40,000,000 shares of Common Stock.


Documents incorporated by reference:  None.
Transitional Small Business Disclosure Format (check one):    [ ] YES     [X] NO


<PAGE>


                            THE X-CHANGE CORPORATION
                                   FORM 10-KSB
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                              PAGE
                                     PART I

<S>                                                                                           <C>
ITEM  1. Description of Business............................................................     3

ITEM  2. Description of Property............................................................     7

ITEM  3. Legal Proceedings..................................................................     7

ITEM  4. Submission of Matters to a Vote of Security Holders ................................    7

                                     PART II

ITEM  5. Market for Common Equity and Related Stockholder Matters ...........................    7

ITEM  6. Management's Discussion and Analysis or Plan of Operation ..........................    8

ITEM  7. Financial Statements ...............................................................    9

ITEM  8. Changes in and Disagreements With Accountants on Accounting
                   and Financial Disclosure .................................................    9


                                    PART III

ITEM  9. Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16 (a) of the Exchange Act ........................    9

ITEM 10. Executive Compensation .............................................................   11

ITEM 11. Security Ownership of Certain Beneficial Owners and Management .....................   12

ITEM 12. Certain Relationships and Related Transactions .....................................   13

ITEM 13. Exhibits and Reports on Form 8-K ...................................................   15

Signatures ..................................................................................   17
</TABLE>


                                       2
<PAGE>


RISK FACTORS AND CAUTIONARY STATEMENTS

         Forward-looking  statements  in this  report are made  pursuant  to the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1933, as amended.  The Company  wishes to inform readers that actual results may
differ  substantially  from  such  forward-looking  statements.  Forward-looking
statements  include  statements  concerning  underlying  assumptions  and  other
statements that are other than statements of historical fact. For example, words
such  as  "may,"  "will,"  "should,"   "estimates,"   "predicts,"   "potential,"
"continue," "strategy," "believes," "anticipates," "plans," "expects," "intends"
and similar  expressions  are intended to identify  forward-looking  statements.
Forward-looking  statements  involve  risks and  uncertainties  that could cause
actual  results  to differ  materially  from those  expressed  or implied by the
statements,  including,  but not limited to, the  following:  the ability of the
Company to provide for its obligations, to provide for its working capital needs
from operating  revenues,  to obtain additional  financing,  to meet competitive
challenges and  technological  changes and other risks as may be detailed in the
Company's periodic report filings with the Securities and Exchange Commission.

                                     PART I
                                     ------

ITEM 1   DESCRIPTION OF BUSINESS
--------------------------------

         The following information relates to The X-Change Corporation, a Nevada
corporation  (the  "Company").  Effective  on January 15,  2002,  WEBiX Inc.,  a
Florida  corporation  ("WEBiX") was merged into X-Change  Technologies  Corp., a
Delaware corporation ("XCHC Technologies") that is a wholly-owned  subsidiary of
the Company,  with X-Change Technologies Corp. surviving the merger. This merger
resulted in significant impacts to all phases of the Company as discussed below.
The Company  was  originally  formed  under the laws of the State of Delaware in
1969 under the name Anthony  Kane  Incorporated.  The Company had numerous  name
changes and had operated  numerous  businesses since 1969, all of which had been
previously   terminated.   Following  a  migratory   merger  with  The  X-Change
Corporation,  a  Nevada  corporation,  on June  28,  2001,  the  Company  is now
incorporated in the State of Nevada.

         THE MERGER WITH WEBiX
         ---------------------

         On January 15, 2002,  the Company closed under an Agreement and Plan of
Merger with WEBiX which had been entered into on December 14, 2001 (the "Plan of
Merger").  The closing  resulted in XCHC  Technologies,  which is a wholly-owned
subsidiary  of 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.  XCHC  Technologies had been formed solely
for the purpose of effecting  the Plan of Merger and had no assets,  liabilities
or  operations  at the time of the  closing.  Upon  the  closing  of the  merger
transaction,  the  shareholders  of the Company elected a new board of directors
which, in turn, appointed new executive officers for the Company.

         Under  the Plan of  Merger,  the  Company  acquired  the  business  and
operations of WEBiX by issuing (a) 24,000,000  shares of its Common Stock to the
common  shareholders of WEBiX on a pro rata basis,  and (b) 4,000,000  shares of
its  Series  A  Convertible   Preferred  Stock  and  40,000,000   warrants  (the
"Warrants")  to  the  preferred  shareholders  of  WEBiX  on a pro  rata  basis.
Immediately  prior to  closing,  certain  existing  shareholders  of the Company
surrendered  approximately  9,500,000  shares of Common  Stock of the Company to
treasury, which reduced the number of outstanding shares of Common Stock of the


                                       3
<PAGE>

Company immediately prior to closing to 13,002,000.  Following the closing,  the
Company has outstanding  37,002,000 shares of Common Stock,  4,000,000 shares of
Series A Convertible  Preferred  Stock (which are  convertible  into  40,000,000
shares of Common Stock) and 40,000,000 Warrants.

         HISTORY AND BUSINESS DEVELOPMENT OF WEBiX
         -----------------------------------------

         WEBiX was founded in September 2000 for the purpose of  establishing an
alternative  trading system ("ATS") to centralize and modernize order processing
and  trading in microcap  securities  through  the  introduction  of an internet
accessible,  screen-based  system that will incorporate order entry and routing,
order  execution  and  "straight-through  processing"  to  trade  clearance  and
settlement.  The  Company is in the late  stages of  testing  and  refining  its
trading System and is also in the late stages of obtaining  regulatory  consents
and approvals required to operate its trading System.

           At  the  time  of the  merger  with  the  Company,  WEBiX  was in the
development  stage,  had not  commenced  the  operation of its proposed  trading
System  and had no  revenue  producing  activities.  As of March 31,  2002,  the
Company  continues to be in the development  stage and has not yet commenced the
operation of its proposed trading System.  The following is a description of the
business of the Company following its merger with WEBiX.

The Business of the Company as a Centralized Marketplace for OTCBB Securities:
------------------------------------------------------------------------------

         The  Company  has  developed  an  internet  accessible  ATS for trading
securities that are currently quoted on the Over the Counter Bulletin Board (the
"OTCBB").  The Company intends to launch its System by offering access through a
subscription  agreement to members of the  National  Association  of  Securities
Dealers,  Inc. (the "NASD") and to charge  transaction  fees for all trades that
are executed  through the System.  The System will operate  under the trade name
"WEBIXTRADER."

         The Company's business is premised on the belief that effective markets
thrive  on  efficiency,   investor   confidence,   transparency  and  the  ready
availability   of   information  to  investors  and  market   participants.   In
management's  opinion,  the current trading environment in OTCBB securities does
not meet the criteria of an efficient market.

The OTC  Securities  Industry  and  the  Background  of  recent  SEC  Regulatory
--------------------------------------------------------------------------------
Initiatives aimed at the Microcap Securities markets:
-----------------------------------------------------

         Over-the-counter  (OTC) securities are composed of securities issued by
publicly-traded  companies  which are registered  with the SEC but which are not
listed on a national securities exchange, such as the New York or American Stock
Exchanges,  or on the NASDAQ  Stock  Market  ("NASDAQ").  These  securities  are
sometimes referred to as microcap securities since the market  capitalization of
these companies is generally small.

         Microcap   securities   are   currently   quoted   on  the   OTCBB,   a
subscriber-based  facility that was introduced by NASDAQ  approximately 12 years


                                       4
<PAGE>

ago. The OTCBB is solely a quotation  service and does not function as a trading
market.  Unlike  registered  exchanges  or NASDAQ,  the OTCBB does not provide a
means for automated order routing or executions.

         The absence of an  efficient  centralized,  automated  market for OTCBB
securities has been the subject of public comment and persistent dissatisfaction
by persons interested in the trading of these securities,  namely OTCBB issuers,
broker-dealers and the investing public.  Market inefficiencies have resulted in
diminished  demand for OTCBB  securities,  wide spreads between quoted "bid" and
"asked" prices and overall negative investor perception of OTCBB securities.

         In recent years, the Securities and Exchange Commission (the "SEC") has
shown its interest in increasing  the  efficiency  and public  confidence in the
trading of OTCBB securities by proposing various regulatory initiatives designed
to foster the creation of an active and informed  trading  market in these types
of securities.  Management  believes that the SEC will continue to take steps to
regulate the OTC securities  industry and that the trading  System  developed by
the  Company  will help to address  the  issues  that have  historically  caused
concern for the SEC.

Regulatory Authorizations required to launch WEBIXTRADER and to serve as an ATS:
--------------------------------------------------------------------------------

         In order to operate an ATS,  the Company is first  required to register
with the SEC and the NASD as a  broker-dealer,  or be  sponsored by a registered
broker-dealer  that  is  a  member  of  a  self-regulatory   organization.   The
broker-dealer then applies to operate an ATS.

         To save the time of registration  as a  broker-dealer  and preserve the
flexibility of its operations,  it was determined that WEBIX Brokerage Services,
Inc.,  a company  affiliated  with the  Company,  should  purchase  an  existing
registered  broker-dealer  firm. In March 2002, WEBIX Brokerage  Services,  Inc.
agreed to acquire Mark Securities, Inc. Under the imprimatur of Mark Securities,
Inc., an application  to operate an ATS was filed with the SEC. The  application
process is complex  and  requires  substantial  interaction  and  correspondence
between the SEC and the Company. The Company has been responsive to all requests
issued by the SEC and management  currently believes that its ATS filing will be
approved in April,  2002.  Shortly  after  receipt of  approval of the ATS,  the
Company intends to launch its System under the  sponsorship of Mark  Securities,
Inc.

The  Company's  technology  encompasses  the  features  and  functionality  that
--------------------------------------------------------------------------------
management believes are required to operate a successful trading market in OTCBB
--------------------------------------------------------------------------------
securities:
-----------

         After researching the market for trading platform software, the Company
licensed an existing trading platform from WebIAm, Inc. The Company then adapted
the software to its particular  requirements  by  incorporating  order entry and
routing  features,  instantaneous  executions  of  orders,  automated  locked-in
trades,  best execution  methodology,  an anonymous  order book display for each
trading  symbol,  price and time  priority,  and the ability of  subscribers  to
preference  counterparties  for  execution.  These  features  are not  currently
available for OTCBB securities.  The Company designed its System interface to be
user-friendly   and  to  be  accessible  to   subscribers   through  a  standard
web/internet  browser. The System is designed to handle standard brokerage order
types (such as  "market,"  "immediate  or cancel" and "limit") and to report all
trade  executions  in  real-time  to  subscribers.  The System  also  provides a


                                       5
<PAGE>

complete  quote and sales log audit trail.  In essence,  the Company  intends to
provide  a  systemic  infrastructure  to  the  microcap  market  that  has  been
previously available only for trading in the exchange markets and on NASDAQ.

         The Company is also seeking to leverage upon its  technology and market
structure expertise through licensing or strategic  partnering  opportunities in
other  industries.  In this  capacity the Company has been retained to develop a
trading   System   based  upon  its   technology   platform  to  be  used  in  a
business-to-consumer application.

Contemplated Introduction and Marketing of WEBIXTRADER:
-------------------------------------------------------

         As  soon  as  practically  feasible  after  SEC  approval  of  its  ATS
application,  the Company  intends to introduce  its  WEBIXTRADER  System to the
marketplace by offering  subscription-based  access to broker-dealer  firms that
are in good standing with the NASD and state  regulatory  agencies.  The Company
will  charge  subscribers  transaction  fees  for all  matched  trades  that are
processed  through the System.  Over the past 6 months,  Company  management has
personally met with  representatives of approximately 50 broker-dealer firms and
has demonstrated  the trading System to both traders and technical  personnel of
many of these firms. Management believes that the reaction has been enthusiastic
and numerous  firms have  indicated  that they intend to subscribe to the System
when available.  As the WEBIXTRADER launch date approaches,  the Company intends
to focus its efforts on direct  marketing  to the  broker-dealer  community  and
other activities designed to publicize the launch.

         In the future and  depending on the degree of market  penetration  that
the Company is successful in achieving in the trading of OTCBB  securities,  the
Company may explore other  related  businesses  such as  collection  and sale of
proprietary market data.

Employees
---------

         At March 31, 2002, the Company had 10 employees.  None of the Company's
employees  is covered  by any  collective  bargaining  agreements.  The  Company
considers its employee relations to be satisfactory.

Competition
-----------

         The  industry  in which the  Company  intends to offer its  services is
highly  competitive  and is  characterized  by  rapidly  changing  technologies,
evolving market structure standards and rapid changes in customer  requirements.
To the extent that the  Company  achieves  some degree of success in  attracting
order  flow  to its  trading  marketplace,  the  Company  expects  to  encounter
competition from other potential  competitors,  many of which have substantially
greater  financial  resources.  The Company is aware of an  announced  effort by
NASDAQ to provide an electronic trading marketplace for the OTCBB.  However, the
development,  introduction and operation of an electronic securities marketplace
is a lengthy  process  and  NASDAQ,  by their  own  estimates,  believes  that a
significant  length of time and a great deal of  resources  would be required to
produce a  rudimentary  trading  platform for their  marketplace  if they should
determine to proceed in this direction.



                                       6
<PAGE>

ITEM 2   DESCRIPTION OF PROPERTY
--------------------------------

         The Company currently leases its executive offices which are located at
36 W. 44th Street,  Suite 1209,  New York, NY 10036.  The lease extends  through
June 20, 2004, covers  approximately 1050 square feet and requires annual rental
payments  of  approximately  $54,000.  The  Company  leases  approximately  1200
additional  square  feet of space on the 14th  floor of the same  building  on a
month-to-month basis for $5,250 per month. The Company believes that its current
premises are adequate for the foreseeable  future, that the space it leases on a
month-to-month basis will continue to be available at reasonable rates and that,
if necessary, it would be able to obtain alternative or additional space.

ITEM 3   LEGAL PROCEEDINGS
--------------------------

         There are no pending legal  proceedings to which the Company is a party
or of which any of its  properties  are subject,  nor are there any  proceedings
known  to  the  Company  to  be  contemplated  by  any  governmental  authority.
Additionally,  the  Company  is  unaware  of any legal  proceedings,  pending or
contemplated,  in  which  any  director,  officer,  affiliate  or any  principal
security  holder of the  Company  is a party or has an  interest  adverse to the
Company.

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

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of 2001.

                                     PART II
                                     -------

ITEM 5    MARKET FOR COMMON EQUITY AND RELATED
----------------------------------------------
          STOCKHOLDER MATTERS
          -------------------

Principal Market and Sales Prices for Company's Common Stock
------------------------------------------------------------

         As of February 12, 2002,  there were 37,002,000  shares of Common Stock
of the  Company  issued  and  outstanding  which  were  held  of  record  by 330
shareholders.  Because  brokerage  firms hold a substantial  number of shares in
"street  name" on behalf of their  customers,  the Company is unable to estimate
the total number of  stockholders  represented  by these record  holders.  As of
March 27, 2002,  there were 4,000,000  shares of Preferred  Stock of the Company
issued and  outstanding  (convertible  into  40,000,000  shares of Common Stock)
which were held of record by 18 people).

         The Company's Common Stock is currently quoted on the OTCBB,  under the
trading symbol "XCHC." The following  table sets forth the range of the high and
low bid prices per share of the Common  Stock as reported by the NASD during the
last two calendar years for the period  indicated.  Prices reported are based on
quotations  between  dealers,  and do not reflect retail  mark-up,  mark-down or
commissions, and may not necessarily represent actual transactions. The reported
prices  have been  adjusted  to  retroactively  reflect a reverse  one-for-fifty
(1:50) share split which took place in the quarter  ended June 30,  2000,  and a
forward four-for-one (4:1) share split which took place in the fourth quarter of
2000.

                                       7
<PAGE>
<TABLE>
<CAPTION>
     ----------------------------------------------------------------------------------------
                                      Fiscal Year                      Fiscal Year
                                          2001                            2000
                                          ----                            ----
     ----------------------------------------------------------------------------------------
                                  High             Low            High             Low
     ----------------------------------------------------------------------------------------
<S>                               <C>             <C>             <C>             <C>
          First Quarter           $0.68           $0.22           $2.40           $0.30
     ----------------------------------------------------------------------------------------
         Second Quarter           $0.45           $0.22           $0.30            $.00
     ----------------------------------------------------------------------------------------
          Third Quarter           $1.30           $0.21          $10.00           $1.20
     ----------------------------------------------------------------------------------------
         Fourth Quarter           $0.75           $0.18            $3.50          $0.10
     ----------------------------------------------------------------------------------------
</TABLE>
Dividends
---------

         The Company has never paid any cash dividends on its Common Stock.  The
Company  intends to retain and use any future  earnings for the  development and
expansion of its business and does not  anticipate  paying any cash dividends in
the foreseeable future.

ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
------------------------------------------------------------------


         The  following  discussion  should  be read  in  conjunction  with  the
Company's audited financial  statements and notes thereto which appear elsewhere
in  this  report.  The  Company  has  not  begun  its  principal  operations  of
establishing  and  hosting  an   internet-based   trading  System  for  microcap
securities.  As is common with development stage companies,  the Company has had
recurring  losses from operations since inception and had a deficit at year end.
Continuation  of the Company as a going concern is contingent upon obtaining the
additional  working capital  necessary to be successful in its planned activity.
Through a combination of anticipated  revenues from the planned  commencement of
its  principal  operations  and its  consulting  services,  and licensing of its
technology  platform,  together  with  additional  equity  funding as  required,
management  believes that the Company will be able to sustain operations for the
immediate future.

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

         The Company had no revenue  producing  operations during the year; thus
no meaningful comparison can be made to prior years.

Liquidity and Capital  Resources.
---------------------------------

         WEBiX  concluded a private  placement of shares of  preferred  stock on
January 15, 2002 which raised  approximately  $1,000,000.  These funds are being
utilized to fund  operations of the Company.  The proceeds of that offering have
sustained  the  Company  to the  present  time and are  forecasted  to cover the
Company's ordinary operating expenses for the next 2-3 month period. The Company
expects that it will need to raise additional  financing in the near future, the
amount and timing of which will depend, among other factors, upon the timing and
initial  success  of  the  contemplated  launch  of  WEBIXTRADER.   The  Company
anticipates  that as it  proceeds  toward  the launch  and the  commencement  of
hosting of an active trading market,  that its operating expenses will increase,
primarily in the areas of marketing, advertising, travel and sales.

         The majority of the funds required to program the  underlying  software
of the WEBIXTRADER System have been raised and expended.  Currently the hardware


                                       8
<PAGE>

required to operate  WEBIXTRADER in conformance  with  subscriber and regulatory
standards  will require  additional  capital of  approximately  $150,000.  These
hardware  expenditures are expected to be sufficient to operate the System given
the projected  subscriber usage.  Hardware to support failover  capabilities and
backup will require additional funding of approximately $50,000. Prior to launch
of the System,  additional staff of 2-3 Help Desk personnel will be employed and
trained in System operations from a hardware and software perspective.

         The  Company  has  historically  relied on capital  infusions  from its
existing  shareholders and management and on credit from vendors.  To the extent
that additional capital is required to fund the Company's  operations,  there is
no assurance that it will be available on acceptable terms from these sources or
from any other source.

ITEM 7   FINANCIAL STATEMENTS
-----------------------------

         The  financial  statements of the Company as of and for the years ended
December 31, 2001 and December 31, 2000 are included  immediately  following the
signature page to this Report beginning at page F-1.

ITEM 8   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
------------------------------------------------------
         ON ACCOUNTING AND FINANCIAL DISCLOSURE
         --------------------------------------

         None.

                                    PART III
                                    --------

ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
----------------------------------------------------
        CONTROL PERSONS;W COMPLIANCE WITH SECTION
        -----------------------------------------
        16(A) OF THE EXCHANGE ACT
        -------------------------

         The  following  table  sets  forth  all of the  current  directors  and
executive officers of the Company,  including their ages, as of the date of this
report. With the exception of K. Richard B. Niehoff who has served as a director
and held the other  positions  listed  below with WEBiX since  2000,  all of the
other  persons  listed below were elected or appointed  during or  subsequent to
2001.
<TABLE>
<CAPTION>
---------------------------------------------- ------------------------- ---------------------------------------------
                    Name                                 Age                            Positions Held
---------------------------------------------- ------------------------- ---------------------------------------------
<S>                                            <C>                       <C>
            K. Richard B. Niehoff                         58                 Chairman of the Board of Directors,
                                                                            Chief Executive Officer and President

---------------------------------------------- ------------------------- ---------------------------------------------
              Donald E. Weeden                            71                               Director

---------------------------------------------- ------------------------- ---------------------------------------------
               Molly G. Bayley                            57                Director and Executive Vice-President

---------------------------------------------- ------------------------- ---------------------------------------------
               Eric B. Nissan                             28                  Director and Senior Vice-President

---------------------------------------------- ------------------------- ---------------------------------------------
</TABLE>

                                       9
<PAGE>

         None of the  executive  officers,  directors,  control  persons  and/or
promoters of the Company have filed any bankruptcy petition, have been convicted
in or been the subject of any pending  criminal  proceedings,  or the subject of
any order,  judgment or decree  involving  the violation of any state or federal
securities laws.

         No current director has any arrangement or understanding  whereby he is
or will be selected as a director or as an executive officer. All directors will
hold  office  until the next  annual  meeting of  shareholders  and until  their
respective  successors  have been duly elected and  qualified,  unless and until
they earlier  resign or are removed from office.  The executive  officers of the
Company are elected by the Board of Directors at its annual meeting  immediately
following  the annual  meeting of  shareholders.  The Company does not currently
have any standing audit, nominating or compensation committees, or any committee
performing similar functions.

         K. RICHARD B. NIEHOFF: From September 2000 to January 2002, Mr. Niehoff
was  President and Chief  Executive  Officer of WEBiX Inc.  Prior to that,  from
September  1999 to August 2000,  he was President of VSX  Technologies,  Inc., a
wholly-owned  subsidiary of Unified  Management  Corp.,  where he also served as
Managing Director of its broker-dealer subsidiary. From August 1998 to September
1999,  Mr.  Niehoff was Vice President of Wit Capital Corp. and President of the
Digital Stock Market, Inc., a wholly-owned  subsidiary of Wit Capital Corp. From
May 1997 to August 1998,  Mr.  Niehoff was Vice  President and Director of Third
Market Corporation, a registered broker-dealer. From September 1996 to May 1997,
Mr. Niehoff was the Regional Sales Manager of Interactive Brokers, LLC.

         Mr. Niehoff has also served as a Managing  Director of KPMG OTC Markets
Project for the  Republic of Poland and as an Advisor to the Polish  Ministry of
Privatization. Mr. Niehoff also established the Trading Services Division of the
NASDAQ  Stock  Market  and was its first  executive  officer.  Prior to  joining
NASDAQ,  he served as President and Chief  Operating  Officer of the  Cincinnati
Stock  Exchange,  a position he held for fifteen years.  He also was a member of
the Cincinnati and Philadelphia Exchanges,  and an allied member of the New York
Stock  Exchange.  Mr.  Niehoff  was  a  founding  member  and  Director  of  the
Consolidated  Tape  Association,  Composite Quote Operating  Committee,  and the
Intermarket  Trading System Committee.  Additionally,  he served on the Exchange
Executive  Coordinating  Committee.  He maintains principal and general licenses
with the NASDR and maintains various state brokerage registrations.

         Mr.  Niehoff  earned a B.A.  with a dual major in history and economics
from the  University  of  Cincinnati.  He also attended the Colleges of Business
Administration and Law at this university at the graduate level.

         DONALD  E.  WEEDEN:  For the past 15  years,  Mr.  Weeden  has been the
Chairman of Weeden Securities Corporation,  the general partner of Weeden & Co.,
L.P.,  a New York Stock  Exchange  member firm and a member of the NASD.  In the
1960s and 1970s, Mr. Weeden was Chairman of Weeden & Co., a public company which
was regarded as a pioneer in the "third  market," which is industry  terminology
for trading  markets that transact  business in NYSE and other  exchange  listed


                                       10
<PAGE>

securities in the OTC market. Mr. Weeden has served on several committees of the
SEC involved in market  structure and the SEC's National  Market Advisory Board.
Mr.  Weeden has also been an active  investor in high  technology  ventures  and
companies  related to the  securities  industry.  In 1959,  he was a founder and
director of National Semiconductor Corporation.  His venture investments include
Instinet Corp., Cadence Design, Quantum Health and Cymer Laser. Mr. Weeden has a
B.A. in economics from Stanford University.

         MOLLY G.  BAYLEY:  From  March  2001 to January  2002,  Ms.  Bayley was
Executive  Vice  President of WEBiX,  Inc. From December 2000 to March 2001, Ms.
Bayley was Vice  President,  Regulation of Market  Systems,  Inc. Prior to that,
from  May  2000 to  November  2000,  she was a  principal  of  Molly  G.  Bayley
Consulting.  From  October  1998 to April 2000 Ms.  Bayley  was Vice  President,
Exchange  Relations of OptiMark  Technologies Inc. From November 1997 to October
1998, she was Senior  Managing  Director of DST Catalyst,  a company which built
automated  trading systems for stock  exchanges.  In her career,  Ms. Bayley has
also served as a Vice President of NASDAQ Operations for the NASDAQ Stock Market
and a  Director  of  Market  Surveillance  for  NASDAQ.  She also  served as the
Executive  Director  of  the  Commodity  Futures  Trading  Commission  and as an
International Regulatory Advisor for Emerging Capital Markets at Arthur Andersen
Consulting.  Ms. Bayley is currently a director of V-One Corporation, a Delaware
corporation that develops,  markets and licenses network security products.  Ms.
Bayley has a B.A. in French from Wellesley College.

         ERIC B.  NISSAN:  From  March 2000 to January  2002,  Mr.  Nissan was a
principal of WebIAm, Inc., a technology  development and consulting firm engaged
in the development of exchange related applications. From December 1997 to March
2000,  he was a Programmer  Analyst with Lazard  Freres and Co.,  LLC.  Prior to
that,  from August 1996 to December  1997,  he was an  Application  Developer at
Integrated  Office  Solutions.  As a principal  and  founder of WebIAm,  Inc. he
oversaw the day-to-day  operations of the company, as well as the development of
various projects  relating to the delivery of real-time trading systems over the
Internet. Mr. Nissan has a B.S. in Computer Science from SUNY Stony Brook.

Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

         Based  solely  upon a review  of Forms 3 and 4 and  amendments  thereto
furnished to the Company  during its past fiscal year, and Form 5 and amendments
thereto  furnished to the Company  with respect to its most recent  fiscal year,
there were no  directors,  officers or  shareholders  that failed to file,  on a
timely basis,  reports  required to be filed under Section 16(a) of the Exchange
Act.

ITEM 10. EXECUTIVE COMPENSATION
-------------------------------

Summary  Compensation Table. The following table presents the total compensation
that the Company paid during fiscal year 2001 to its Chief Executive Officer. No
other executive  officer of the Company earned over $100,000 in salary and bonus
during fiscal year 2001 and no executive officer,  including the Chief Executive
Officer, earned over $100,000 in fiscal year 2000.


                                       11
<PAGE>
<TABLE>
<CAPTION>
Annual Compensation                                                                  Long Term Compensation

----------------------- -------- --------------- ------------- ------------------- ---------------- ------------------
  Name and Position      Year        Salary         Bonus            Annual          Number of         All other
  -----------------      ----        ------         -----            ------          ----------        ----------
                                      ($)            ($)        Compensation ($)     Securities     Compensation (1)
                                      ---            ---        ----------------     -----------    ----------------
                                                                                     Underlying            ($)
                                                                                     ----------            ---
                                                                                       Options
                                                                                       -------

----------------------- -------- --------------- ------------- ------------------- ---------------- ------------------
<S>                     <C>      <C>             <C>           <C>                 <C>              <C>
    K. Richard B.        2001       $124,375         -0-            $124,375            ----              ----
  Niehoff, President
 and Chief Executive
       Officer
----------------------- -------- --------------- ------------- ------------------- ---------------- ------------------
</TABLE>
(1)            Information  on  "perks"  and other  personal  benefits  has been
               omitted  because the aggregate value of these items does not meet
               the minimum amount  required for disclosure  under the Securities
               and Exchange Commission's regulations.

Compensation  of Directors.
---------------------------

         During the most recent fiscal year,  the Company did not compensate its
directors  for  service  on the  Board of  Directors  nor did it  reimburse  its
directors  for  expenses  incurred  for  attendance  at meetings of the Board of
Directors.

Employment  Agreements.
-----------------------

         The Company does not currently have any employment  agreements with any
of its executive officers.

ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership as of March 27, 2002 of the Common  Stock (which  includes
any shares of Preferred Stock of the Company owned by any such person as if such
shares had been converted to shares of Common Stock) by (1) each person known to
the Company to be the  beneficial  owner of more than five percent of the Common
Stock,  (2) each  director and  executive  officer of the  Company,  and (3) all
directors and officers of the Company as a group.

         Information  relating to  beneficial  ownership of the Company is based
upon "beneficial  ownership"  concepts set forth in the rules  promulgated under
the  Exchange  Act.  Under  these  rules a person is deemed to be a  "beneficial
owner" of a security if that person has or shares "voting power," which includes
the power to vote or to direct the voting of a security,  or "investing  power,"
which includes the power to dispose or to direct the  disposition of a security.
Under the rules,  more than one person may be deemed to be a beneficial owner of
the same  securities.  A person is also deemed to be a  beneficial  owner of any
security as to which that person has the right to acquire  beneficial  ownership
within sixty (60) days from the current date.



                                       12
<PAGE>
<TABLE>
<CAPTION>
Name and address of Beneficial Owner                 Number of Shares (1) (2)  (3)               Percent of Class
------------------------------------                 -----------------------------               ----------------

<S>                                                  <C>                                         <C>
Donald E. Weeden                                          20,803,676   (4)                             27.0%
145 Mason Street
Greenwich, CT  06830

K. Richard B. Niehoff                                     14,671,450                                   19.1%
The X-Change Corporation
36 W. 44th Street, Suite 1209
New York, NY  10036

John D. Weeden Living Trust                                4,178,436                                    5.4%
76 Calhoon Terrace
San Francisco, CA  94133

Eric B. Nissan                                             1,660,000                                    2.2%
The X-Change Corporation
36 W. 44th Street, Suite 1209
New York, NY  10036

Molly G. Bayley                                              400,000                                   0.52%
1125 Ashland Avenue
Wilmette, IL  60091

All directors and executive officers                      41,713,562                                   54.2%
as a group (5 persons)
</TABLE>
----------------------

         (1)      Includes shares of Preferred Stock which are convertible  into
                  shares of Common Stock of the Company on a 1 for 10 basis.

         (2)      Based upon  77,002,000  shares of Common Stock  outstanding on
                  March 27, 2002 (including conversion of all of the outstanding
                  shares of Preferred Stock of the Company).

         (3)      Does not include  warrants to purchase  shares of Common Stock
                  which are not presently exercisable.

         (4)      Includes  1,044,466  shares held by a limited  partnership  of
                  which Mr. Weeden controls the corporate general partner.

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

Relationship with WebIAm, Inc. and its principals
-------------------------------------------------

         The  Company  licenses  the  technology  that it  intends to use as the
platform for its proposed trading market in OTCBB securities from WebIAm,  Inc.,


                                       13
<PAGE>

a New Jersey corporation  ("WebIAm").  Although there was no affiliation between
WebIAm and its  principals  and the Company at the time of the  execution of the
original licensing agreement, subsequently, the principals of WebIAm have become
affiliated  with the Company.  Eric B. Nissan is both a director  and  executive
officer and Steven Maybaum and Robert M. Kaskel are each officers of the Company
and each of those individuals and WebIAm are shareholders of the Company.

         Originally,  on June 20, 2001,  WEBiX (the  predecessor of the Company)
entered into a Software License  Agreement with WebIAm.  At the time of entering
into that  transaction,  the two companies did not have any common ownership and
the management and directors of the two companies were totally unrelated. WebIAm
had   previously   developed  a  proprietary   software   platform  for  trading
applications  in  complex  markets  with  numerous   participants  such  as  the
securities  industry.  WEBiX desired to license this technology  platform and to
significantly  modify and adapt it to the specific  requirements that management
believed  were  necessary  to  create an  attractive  trading  market  for OTCBB
securities.  The fee for the License Agreement paid to WebIAm consisted of (i) a
software  license fee in the amount of  $100,000;  (ii) 50,000  shares of common
stock of WEBiX  (currently  1,000,000  shares  of  Common  Stock of the  Company
following the Merger) to be paid to each of the three principals of WebIAm;  and
(iii) a royalty fee of 7% of  transaction  revenue net of clearing  charges.  At
that time, the parties also entered into a Consulting  Services  Agreement which
detailed specific software  customization  services to be performed by WebIAm to
adapt the software  platform to the requirements of the WEBiX trading System for
OTCBB securities.

         After working  together to modify and adapt the trading  platform,  the
principals  of WebIAm  determined to  concentrate  their efforts on the specific
market  opportunity  that was being  pursued  by WEBiX and on January  15,  2002
(effective the same date as the merger of WEBiX into XCHC Technologies), entered
into an agreement to modify the license in the following respects: (i) the scope
of the license was  expanded  to grant to WEBiX (now the  Company)  the right to
pursue  and/or  seek  opportunities  to  license  all  of  the  other  potential
applications for the trading platform and to incorporate all of the other assets
of WebIAm under the license;  (ii) WEBiX agreed to assume the payment of certain
operating  liabilities  of WebIAm the current amount of which was then less than
$75,000;  (iii) WebIAm received an additional  100,000 shares of common stock of
WEBiX (currently  2,000,000 shares of Common Stock of the Company  following the
Merger);  and (iv) each of the three  principals  of WebIAm were employed by the
Company for a minimum period of 2 years at annual  salaries of $175,000 each and
are responsible for all systems-related  matters required by the Company and all
efforts to license  the  technology  platform  for other uses and  perform  such
consulting services as may be required in connection with such other licenses or
uses.  Additionally,  for a 3 month period  commencing on January 15, 2004,  the
Company was granted the right to purchase all of the assets licensed from WebIAm
(including the technology platform) for a purchase price of $1.00, provided that
the Company is not in default under the terms of the modified License Agreement.
The above  description is a summary only and interested  persons are referred to
the text of the actual agreements which are attached to this report as exhibits.

Relationship with WEBiX Brokerage Services, Inc.
------------------------------------------------

         In November,  2001, WEBiX Brokerage Services,  Inc., was formed for the
purpose of becoming a registered  broker-dealer firm either through registration


                                       14
<PAGE>

or through the acquisition of an existing  registered  broker-dealer firm. WEBiX
Brokerage  Services is owned by the Chairman and CEO of the Company,  K. Richard
B. Niehoff (35%), his son, Karl R.B. Niehoff, Jr. (55%) and the Company (10%).

         In March 2002,  WEBiX Brokerage  Services,  Inc. agreed to acquire Mark
Securities,   Inc.,  an  unaffiliated   registered   broker-dealer   firm.  Mark
Securities, Inc. filed an application to sponsor the Company's proposed ATS. The
Company retains a minority  ownership interest in the broker-dealer so as not to
impact the net capital  computation for the broker-dealer under SEC Rule 15c3-1.
By  maintaining  a separation  between the  broker-dealer  and the Company,  the
amount  of net  capital  required  to be  maintained  is  reduced  and the daily
calculation of net capital is greatly simplified.

         Through an  Agreement  between Mark  Securities,  Inc. and the Company,
substantially  all of the transaction  revenue  generated by WEBIXTRADER will be
paid by Mark  Securities,  Inc. to the  Company in the form of software  license
fees,  Internet hosting and managed services fees. The broker-dealer will retain
only those revenues required to maintain operation of the broker-dealer, such as
funding the required net capital and its general and administrative expenses.

ITEM 13  EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
(a)      Exhibits
Exhibit No.                                 Exhibit Name
-----------                                 ------------

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

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.

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.

10.2*    Amendment to License Agreement dated as of January 15, 2002.

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

21*      List of subsidiaries.

* Filed herewith.

                                       15
<PAGE>

(b)      Reports on Form 8-K filed in the fourth quarter of 2001:

November 15, 2001        8-K            Item 4.  Change in certifying Accountant


                                       16
<PAGE>



SIGNATURES
----------



         In accordance with 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.

                                    THE X-CHANGE CORPORATION
                                    ------------------------
                                          (Registrant)


Dated: March 31, 2002               By:    /s/ K. Richard B. Niehoff
                                           -------------------------
                                           K. Richard B. Niehoff,
                                           President and Chief Executive Officer

         In accordance with the Securities Exchange Act of 1934, this report has
been signed below by the following  persons on behalf of the  Registrant  and in
the capacities and on the dates indicated.

       Signature                      Title                           Date

/s/ K. Richard B. Niehoff     Chairman of the Board of            March 31, 2002
-------------------------
K. Richard B. Niehoff         Directors, President and Chief
                              Executive Officer*


/s/ Donald E. Weeden          Director                            March 31, 2002
--------------------
Donald E. Weeden


/s/ Molly G. Bayley           Director and Executive Vice         March 31, 2002
-------------------
Molly G. Bayley               President


/s/ Eric B. Nissan            Director and Senior Vice            March 31, 2002
------------------
Eric B. Nissan                President


--------------------------------
*   Principal executive, financial and accounting officer



                                       17
<PAGE>

                            The X-Change Corporation
                          (A Development Stage Company)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2001 AND 2000






<PAGE>






                                           CONTENTS
<TABLE>
<CAPTION>
                                                                                       Page

<S>                                                                                    <C>
Independent Auditor's Report...........................................................F - 1

Balance Sheets
  December 31, 2001 and 2000...........................................................F - 2

Statements of Operations
  For the Years Ended December 31, 2001 and 2000.......................................F - 3

Statement of Stockholders' Equity for the
  Period February 5, 1969 (inception) (unaudited)to December 31, 2001..................F - 4

Statements of Cash Flows
  For the Years Ended December 31, 2001 and 2000.......................................F - 5

Notes to Financial Statements..........................................................F - 6
</TABLE>


<PAGE>







                                 INDEPENDENT AUDITOR'S REPORT


The X-Change Corporation
(A Development Stage Company)


        We  have  audited  the  accompanying  balance  sheets  of  The  X-Change
Corporation (a development  stage company) as of December 31, 2001 and 2000, and
the  related  statements  of  operations  and cash  flows for the two years then
ended, and the statement of stockholders' equity for the period February 5, 1969
(inception)(unaudited)  to December 31, 2001. These financial statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

        We conducted our audit in accordance with auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

        In our  opinion,  the  financial  statements  referred to above  present
fairly,  in all  material  respects,  the  financial  position  of The  X-Change
Corporation (a development  stage company) as of December 31, 2001 and 2000, and
the  results  of its  operations  and its cash  flows  for the two  years  ended
December 31, 2001 and 2000 in conformity  with accounting  principles  generally
accepted in the United States of America.

                                                   Respectfully submitted



                                                   /S/ ROBISON, HILL & CO.
                                                   Certified Public Accountants

Salt Lake City, Utah
March 13, 2002





                                      F - 1

<PAGE>

                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                          December 31,
                                                 -------------------------------
                                                      2001            2000
                                                 --------------  ---------------

<S>                                              <C>             <C>
Assets - Cash                                    $            -  $           417
                                                 ==============  ===============

Current Liabilities:
   Accounts payable                              $        1,218  $         5,779
   Loans payable - shareholders                          19,821            9,900
                                                 --------------  ---------------

          Total Current Liabilities                      21,039           15,679
                                                 --------------  ---------------

Stockholders' Equity (Deficit):
  Preferred Stock, Par value $.001
     Authorized 10,000,000 shares
     Issued - None                                            -                -
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 22,540,000 shares at December 31,
    2001 and December 31, 2000                           22,540           22,540
  Paid-In Capital                                       543,243          543,243
  Retained Deficit                                     (536,688)        (536,688)
  Deficit Accumulated During the
    Development Stage                                   (50,134)         (44,357)
                                                 --------------  ---------------

     Total Stockholders' Equity (Deficit)               (21,039)         (15,262)
                                                 --------------  ---------------
     Total Liabilities and
       Stockholders' Equity                      $            -  $           417
                                                 ==============  ===============
</TABLE>








   The accompanying notes are an integral part of these financial statements.

                                      F - 2

<PAGE>



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

<TABLE>
<CAPTION>
                                                                   Cumulative
                                                                      since
                                                                   October 4,
                                                                      2000
                                                                    Inception
                                       For the Year Ended              of
                                          December 31,             Development
                                 ------------------------------
                                      2001            2000            Stage
                                 --------------  --------------  ---------------
<S>                              <C>             <C>             <C>
Revenues:                        $            -  $            -  $             -

General and Administrative
   Expenses:                              5,777         180,262           50,134
                                 --------------  --------------  ---------------

     Net Loss                    $       (5,777) $     (180,262) $       (50,134)
                                 ==============  ==============  ===============

Basic & Diluted loss per share   $            -  $        (0.02)
                                 ==============  ==============
</TABLE>





















   The accompanying notes are an integral part of these financial statements.

                                      F - 3

<PAGE>

                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
      FOR THE PERIOD FROM FEBRUARY 5, 1969 (INCEPTION) TO DECEMBER 31, 2001
<TABLE>
<CAPTION>
                                                                                          Deficit
                                                                                        Accumulated
                                                                                           Since
                                                                                        October 4,
                                                                                           2000
                                                                                       Inception of
                                           Common Stock        Paid-In     Retained     Development
                                        Shares     Par Value   Capital     Deficit         Stage
                                     ------------ ----------- ---------- ------------  -------------
Balance at February 5, 1969
<S>                                  <C>          <C>         <C>        <C>           <C>
(inception)                                     - $         - $        - $          -  $           -

June 11, 1969 Issuance of Stock for
cash                                          928           1    102,154            -              -
Issuance of stock for services                 50           -      6,137            -              -
Net Loss 1969 to 1993                           -           -          -     (171,352)             -
                                     ------------ ----------- ---------- ------------  -------------

Balance at December 31, 1993                  978           1    108,291     (171,352)             -
(unaudited)

Net Loss                                        -           -          -      (40,337)             -
                                     ------------ ----------- ---------- ------------  -------------

Balance at December 31, 1994                  978           1    108,291     (211,689)             -

Issuance of stock for services             48,200          48      3,676            -              -
Net Income                                      -           -          -       99,673              -
                                     ------------ ----------- ---------- ------------  -------------

Balance at December 31, 1995
and 1996                                   49,178          49    111,967     (112,016)             -

Issuance of stock for services            157,143         157     36,473            -              -
Net Loss                                        -           -          -      (36,630)             -
                                     ------------ ----------- ---------- ------------  -------------

Balance at December 31, 1997              206,321         206    148,440     (148,646)             -

Issuance of stock for services            119,636         120     27,767            -              -
Net Loss                                        -           -          -      (27,887)             -
                                     ------------ ----------- ---------- ------------  -------------

Balance at December 31, 1998              325,957         326    176,207     (176,533)             -
                                     ------------ ----------- ---------- ------------  -------------
</TABLE>


                                      F - 4

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
      FOR THE PERIOD FROM FEBRUARY 5, 1969 (INCEPTION) TO DECEMBER 31, 2001
                                   (Continued)
<TABLE>
<CAPTION>
                                                                                          Deficit
                                                                                        Accumulated
                                                                                           Since
                                                                                        October 4,
                                                                                           2000
                                                                                       Inception of
                                          Common Stock         Paid-In     Retained     Development
                                       Shares      Par Value   Capital     Deficit         Stage
                                    ------------- ----------- ---------- ------------  -------------

<S>                                 <C>           <C>         <C>        <C>           <C>
Balance at December 31, 1998              325,957         326    176,207     (176,533)             -
Return of shares to treasury              (85,957)        (86)        86            -              -
Issuance of stock for services          2,760,000       2,760    221,490            -              -
Net Loss                                        -           -          -     (224,250)             -
                                    ------------- ----------- ---------- ------------  -------------

Balance at December 31, 1999            3,000,000       3,000    397,783     (400,783)             -
as originally reported

50:1 reverse stock split               (2,940,000)     (2,940)     2,940            -              -
4:1 forward stock split                   180,000         180       (180)           -              -
                                    ------------- ----------- ---------- ------------  -------------
Restated balance at December 31,
1999                                      240,000         240    400,543     (400,783)             -

Issuance of stock for cash             14,300,000      14,300     60,700            -              -
Issuance of stock for services          8,000,000       8,000     82,000            -              -

Net Loss                                        -           -          -     (135,905)       (44,357)
                                    ------------- ----------- ---------- ------------  -------------

Balance at December 31, 2000           22,540,000      22,540    543,243     (536,688)       (44,357)

Net Loss                                        -           -          -            -         (5,777)
                                    ------------- ----------- ---------- ------------  -------------

Balance at December 31, 2001           22,540,000 $    22,540 $  543,243 $   (536,688) $     (50,134)
                                    ============= =========== ========== ============  =============
</TABLE>






   The accompanying notes are an integral part of these financial statements.

                                      F - 5

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                            Cumulative
                                                                               Since
                                                                            October 4,
                                                                               2000
                                                 For the Years Ended       Inception of
                                                    December 31,            Development
                                            -----------------------------
                                                 2001           2000           Stage
                                            -------------- -------------- ---------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                         <C>            <C>            <C>
Net Loss                                    $       (5,777)$     (180,262)$       (50,134)
Increase (decrease) in accounts payable             (4,561)         5,779          30,313
                                            -------------- -------------- ---------------
  Net Cash Used in operating activities            (10,338)      (174,483)        (19,821)
                                            -------------- -------------- ---------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by
  investing activities                                   -              -               -
                                            -------------- -------------- ---------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Shareholder loans                                    9,921          9,900          19,821
Issuance of common stock                                 -        165,000               -
                                            -------------- -------------- ---------------
Net Cash Provided by
  Financing Activities                               9,921        174,900          19,821
                                            -------------- -------------- ---------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                           (417)           417               -
Cash and Cash Equivalents
  at Beginning of Period                               417              -               -
                                            -------------- -------------- ---------------
Cash and Cash Equivalents
  at End of Period                          $            - $          417 $             -
                                            ============== ============== ===============

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: None
</TABLE>
          The  accompanying  notes  are an  integral  part  of  these  financial
statements.

                                      F - 6

<PAGE>


                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

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.

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 which 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. Since October 4, 2000, the Company is in the development stage, and
has not commenced planned principal operations.

        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.

Nature of Business

        The  Company has no  products  or  services  as of  December  31,  2001.
Subsequent to year end, the Company merged with WEBiX Inc (See subsequent  event
footnote number 7).

Cash and Cash Equivalents

        For purposes of the statement of cash flows,  the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

                                      F - 7

<PAGE>


                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                   (Continued)

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

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.

Loss per Share

        The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
<TABLE>
<CAPTION>
                                                                                  Per-Share
                                                  Income           Shares           Amount
                                                  ------           ------           ------
                                                (Numerator)     (Denominator)

                                                    For the Year Ended December 31, 2001
Basic Loss per Share
<S>                                           <C>              <C>              <C>
Loss to common shareholders                   $        (5,777)      22,540,000  $            -
                                              ===============  ===============  ==============


                                                    For the Year Ended December 31, 2000
Basic Loss per Share
Loss to common shareholders                   $      (180,262)       9,385,000  $       (0.02)
                                              ===============  ===============  ==============
</TABLE>
        The  effect  of   outstanding   common   stock   equivalents   would  be
anti-dilutive for December 31, 2001 and 2000 and are thus not considered.

Concentration 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.

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.

                                      F - 8

<PAGE>


                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                   (Continued)


NOTE 2 - INCOME TAXES

        As  of  December  31,  2001,  the  Company  had  a  net  operating  loss
carryforward for income tax reporting  purposes of  approximately  $587,000 that
may be offset against future taxable income through 2021. 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 not begun  principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  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  additional  equity
funding  and long term  financing,  which will enable the Company to operate for
the coming year.

NOTE 4 - COMMITMENTS

        As of  December  31,  2001  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 - STOCK SPLIT

        On June 6, 2000 the Board of Directors  authorized 50 to 1 reverse stock
split, changed the authorized number of shares to 110,000,000 shares and the par
value to $.001 for the  Company's  stock with  100,000,000  of such shares to be
denominated  common  shares  and  10,000,000  of such  number to be  denominated
preferred shares. As a result of the split,  2,940,000 shares were canceled.  On
October 17, 2000 the Board of Directors authorized a 4 to 1 forward stock split.
As a result of the split,  180,000  shares were issued.  All  references  in the
accompanying  financial  statements to the number of common shares and per-share
amounts for 2000 have been restated to reflect the stock split.

NOTE 6 - COMMON STOCK TRANSACTIONS

        From July to September  2000, the Company issued  8,000,000 (post split)
restricted common shares to various consultants for services at the market value
on the date of issuance and 14,300,000 (post split)  restricted common shares to
individuals for cash at $.005245 per share.

                                      F - 9

<PAGE>


                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                   (Continued)


NOTE 7 - SUBSEQUENT EVENTS

        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.

                                     F - 10

<PAGE>


                           X-Change Technologies Corp
                              (Formerly WEBiX Inc.)
                          (A Development Stage Company)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2001 AND 2000






<PAGE>






                                    CONTENTS
<TABLE>
<CAPTION>
                                                                                       Page

<S>                                                                                    <C>
Independent Auditor's Report...........................................................F - 1

Balance Sheets
  December 31, 2001 and 2000...........................................................F - 2

Statements of Operations for the
  Year Ending December 31, 2001 and
   the Period From November 17, 2000 (Inception) to December 31, 2000..................F - 3

Statement of Stockholders' Equity for the
  Period November 17, 2000 (Inception) to December 31, 2001............................F - 4

Statements of Cash Flows for the
  Year Ending December 31, 2001 and
   the Period From November 17, 2000 (Inception) to December 31, 2000..................F - 6

Notes to Financial Statements..........................................................F - 8
</TABLE>


<PAGE>







                          INDEPENDENT AUDITOR'S REPORT


X-Change Technologies Corp (Formerly WEBiX Inc.)
(A Development Stage Company)


        We have audited the accompanying balance sheets of X-Change Technologies
Corp (Formerly WEBiX Inc.) (a development stage company) as of December 31, 2001
and 2000,  and the related  statements of operations and cash flows for the year
ending  December 31, 2001 and the period from November 17, 2000  (Inception)  to
December  31,  2000 and the  statement  of  stockholders'  equity for the period
November 17, 2000 (Inception) to December 31, 2001.  These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

        We conducted our audit in accordance with auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

        In our  opinion,  the  financial  statements  referred to above  present
fairly,  in  all  material   respects,   the  financial   position  of  X-Change
Technologies  Corp  (Formerly  WEBiX Inc.) (a  development  stage company) as of
December 31, 2001 and 2000, and the results of its operations and its cash flows
for the year ending  December  31, 2001 and the period  from  November  17, 2000
(Inception)  to  December  31, 2000 in  conformity  with  accounting  principles
generally accepted in the United States of America.

                                                   Respectfully submitted



                                                   /S/ ROBISON, HILL & CO.
                                                   Certified Public Accountants

Salt Lake City, Utah
March 23, 2002



                                      F - 1

<PAGE>



                           X-CHANGE TECHNOLOGIES CORP
                              (Formerly WEBiX Inc.)
                          (A Development Stage Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                               December 31,
                                                      -------------------------------
                                                           2001             2000
                                                      ---------------  --------------
ASSETS:
Current Assets:
<S>                                                   <C>              <C>
   Cash                                               $         4,055  $            -
                                                      ---------------  --------------
       Total Current Assets                                     4,055               -
                                                      ---------------  --------------

Fixed Assets:
   Office Equipment                                            11,349           2,297
   Accumulated Depreciation                                    (1,527)           (115)
                                                      ---------------  --------------
       Net Fixed Assets                                         9,822           2,182
                                                      ---------------  --------------

Intangibles and Other Assets:
   Licensing and Distribution Rights - WebIAm                 483,758               -
   Accumulated Amortization                                   (67,189)              -
                                                      ---------------  --------------
       Net Intangible and Other Assets                        416,569               -
                                                      ---------------  --------------

Total Assets                                          $       430,446  $        2,182
                                                      ===============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY:
-------------------------------------
Current Liabilities:
   Accounts payable                                   $        78,010  $            -
   Accrued Salaries                                                 -          30,833
   Loans payable - shareholders                                44,418           1,863
                                                      ---------------  --------------
          Total Current Liabilities                           122,428          32,696
                                                      ---------------  --------------

Stockholders' Equity (Deficit):
   Preferred Stock, Par Value $.01, Authorized
   2,500,000 shares, Issued 914,500 and 0
    at December 31, 2001 and 2000                               9,145               -
  Common Stock, Par value $.01, Authorized
    7,500,000 Shares, Issued 1,100,000 and 600,000
    at December 31, 2001 and 2000                              11,000           6,000
  Paid-In Capital                                           1,129,355           4,000
  Deficit Accumulated During the Development Stage           (841,482)        (40,514)
                                                      ---------------  --------------
     Total Stockholders' Equity (Deficit)                     308,018         (30,514)
                                                      ---------------  --------------

     Total Liabilities and Stockholders' Equity               430,446  $        2,182
                                                      ===============  ==============
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F - 2

<PAGE>



                           X-CHANGE TECHNOLOGIES CORP
                              (Formerly WEBiX Inc.)
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                   Cumulative
                                                                      since
                                                                  November 17,
                                                                      2000
                                  For the Year   For the Period     Inception
                                     Ending          Ending            of
                                  December 31,    December 31,     Development
                                      2001            2000            Stage
                                 --------------  --------------  ---------------

<S>                              <C>             <C>             <C>
Revenues:                        $            -  $            -  $             -
                                 --------------  --------------  ---------------

Expenses:
   General & Administrative             796,569          40,484          837,053
                                 --------------  --------------  ---------------

Operating Loss                         (796,569)        (40,484)        (837,053)

Other Income (Expense):
   Interest                              (4,399)            (30)          (4,429)
                                 --------------  --------------  ---------------

Loss Before Income Taxes               (800,968)        (40,514)        (841,482)
   Income Taxes                               -               -                -
                                 --------------  --------------  ---------------

     Net Loss                    $     (800,968) $      (40,514) $      (841,482)
                                 ==============  ==============  ===============

Basic & Diluted loss per share   $       (0.59)  $       (0.07)
                                 ==============  ==============
</TABLE>








   The accompanying notes are an integral part of these financial statements.

                                      F - 3

<PAGE>


                           X-CHANGE TECHNOLOGIES CORP
                              (Formerly WEBiX Inc.)
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
     FOR THE PERIOD FROM NOVEMBER 17, 2000 (INCEPTION) TO DECEMBER 31, 2001
<TABLE>
<CAPTION>
                                                                                               Deficit
                                                                                             Accumulated
                                                                                                Since
                                                                                            November 17,
                                                                                                2000
                                                                                            Inception of
                                    Preferred Stock         Common Stock         Paid-In     Development
                                   Shares   Par Value    Shares    Par Value     Capital        Stage
                                 ---------- ---------- ---------- ------------ ----------- ---------------
<S>                              <C>        <C>        <C>        <C>          <C>         <C>
Balance at November 17, 2000
    (Inception)                           - $        -          - $          - $         - $             -

November 17, 2000 Shares
  Issued for Cash                         -          -         10           10       9,990               -

Net Loss                                  -          -          -            -           -         (40,514)
                                 ---------- ---------- ---------- ------------ ----------- ---------------

Balance at December 31, 2000
  As Originally Reported                  -          -         10           10       9,990         (40,514)

Retroactive adjustment for
  60,000 to 1 stock split
  July 16, 2001                           -          -    599,990        5,990      (5,990)              -
                                 ---------- ---------- ---------- ------------ ----------- ---------------

Restated Balance January 1, 2001          -          -    600,000        6,000       4,000         (40,514)

February 28, 2001, Shares Issued
  For Cash                                -          -    350,000        3,500      71,500               -

June 30, 2001 Shares Issued For
  Acquisition of Licensing                -          -    150,000        1,500     148,500               -
 Cash                               590,000      5,900          -            -     584,100               -
 Expenses                             6,800         68          -            -       6,732               -

July 30, 2001, Shares Issued
  For Cash                          125,000      1,250          -            -     123,750               -

August 31, 2001, Shares Issued
  For Cash                          105,000      1,050          -            -     103,950               -
</TABLE>


                                                   F - 4

<PAGE>


                           X-CHANGE TECHNOLOGIES CORP
                              (Formerly WEBiX Inc.)
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
     FOR THE PERIOD FROM NOVEMBER 17, 2000 (INCEPTION) TO DECEMBER 31, 2001
<TABLE>
<CAPTION>
                                                                                               Deficit
                                                                                             Accumulated
                                                                                                Since
                                                                                            November 17,
                                                                                                2000
                                                                                            Inception of
                                    Preferred Stock         Common Stock         Paid-In     Development
                                   Shares   Par Value    Shares    Par Value     Capital        Stage
                                 ---------- ---------- ---------- ------------ ----------- ---------------
<S>                              <C>        <C>        <C>        <C>          <C>         <C>
November 2, 2001, Shares Issued
  For Cash                           25,000 $      250          - $            $ -  24,750 $             -

December 7, 2001, Shares Issued
  For Cash                           50,000        500          -            -      49,500               -
  For Expenses                       12,700        127          -            -      12,573               -

Net Loss                                  -          -          -            -           -        (800,968)
                                 ---------- ---------- ---------- ------------ ----------- ---------------

Balance at December 31, 2001        914,500 $    9,145  1,100,000 $     11,000   1,129,355 $      (841,482)
                                 ========== ========== ========== ============ =========== ===============
</TABLE>















   The accompanying notes are an integral part of these financial statements.

                                      F - 5

<PAGE>


                           X-CHANGE TECHNOLOGIES CORP
                              (Formerly WEBiX Inc.)
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                            Cumulative
                                                                               Since
                                                                           November 17,
                                             For the Year  For the Period      2000
                                                Ending         Ending      Inception of
                                             December 31,   December 31,    Development
                                                 2001           2000           Stage
                                            -------------- -------------- ---------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                         <C>            <C>            <C>
Net Loss                                    $     (800,968)$      (40,514)$      (841,482)

Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
   Depreciation and Amortization                    68,601            115          68,716
   Issuance of Preferred Stock for Expenses         19,500              -          19,500
   Issuance of Common Stock for
      Licensing Rights                             150,000              -         150,000

Increase (Decrease) in Accounts Payable             78,010              -          78,010
Increase (Decrease) in Accrued Salaries            (30,833)        30,833               -
                                            -------------- -------------- ---------------

  Net Cash Used in Operating Activities           (515,690)        (9,566)       (525,256)
                                            -------------- -------------- ---------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase and Development of Licensing
  Rights                                          (483,758)             -        (483,758)
Purchase of Office Equipment                        (9,051)        (2,297)        (11,348)
                                            -------------- -------------- ---------------

Net Cash Provided by Investing Activities         (492,809)        (2,297)       (495,106)
                                            -------------- -------------- ---------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Increase Shareholder Loans                          42,555          1,863          44,418
Issuance of Preferred Stock for Cash               895,000              -         895,000
Issuance of Common Stock for Cash                   75,000         10,000          85,000
                                            -------------- -------------- ---------------

Net Cash Provided by Financing Activities        1,012,555         11,863       1,024,418
                                            -------------- -------------- ---------------
</TABLE>


                                      F - 6

<PAGE>



                           X-CHANGE TECHNOLOGIES CORP
                              (Formerly WEBiX Inc.)
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Continued)
<TABLE>
<CAPTION>
                                                                            Cumulative
                                                                               Since
                                                                           November 17,
                                             For the Year  For the Period      2000
                                                Ending         Ending      Inception of
                                             December 31,   December 31,    Development
                                                 2001           2000           Stage
                                            -------------- -------------- ---------------
<S>                                         <C>            <C>             <C>
Net (Decrease) Increase in
  Cash and Cash Equivalents                          4,056              -           4,056
Cash and Cash Equivalents
  at Beginning of Period                                 -              -               -
                                            -------------- -------------- ---------------
Cash and Cash Equivalents
  at End of Period                          $        4,056 $            - $         4,056
                                            ============== ============== ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                  $        2,891 $            - $         2,891
  Franchise and income taxes                $            - $            - $             -
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:

On June 30, 2001, the Company  obtained  licensing and  distribution  rights for
WebIAm  software in exchange for $100,000 and 150,000  common shares valued at a
$1 per share along with assuming $68,111 in WebIAm's accounts payable.











   The accompanying notes are an integral part of these financial statements.


                                      F - 7

<PAGE>



                           X-CHANGE TECHNOLOGIES CORP
                              (Formerly WEBiX Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        This  summary of  accounting  policies for  X-Change  Technologies  Corp
(Formerly  WEBiX Inc.) (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.

Organization and Basis of Presentation

        The Company was  incorporated  under the laws of the State of Florida on
November 17, 2000.  Since November 17, 2000,  the Company is in the  development
stage, and has not commenced planned principal operations.

        On January 15, 2002, the Company merged with X-Change  Technologies Corp
(a wholly owned subsidiary of The X-Change Corporation). This merger resulted in
the  Company's  business  and  operations  being  acquired  in  exchange  for  a
controlling interest in the acquiring Company's shares.

Nature of Business

        The Company is in the process of  developing,  marketing  and hosting an
internet  accessible  trading market for securities that are currently quoted on
the OTC Bulletin Board. Upon  establishment of the Company's trading market, the
Company  intends  to offer  access to its web site on a  subscription  basis and
intends  to charge  transaction  fees for all  transactions  that are  processed
through the system.

Cash and Cash Equivalents

        For purposes of the statement of cash flows,  the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

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.

                                      F - 8

<PAGE>




                           X-CHANGE TECHNOLOGIES CORP
                              (Formerly WEBiX Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                   (Continued)

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

Property and Equipment

        Property and equipment are stated at cost.  Depreciation is provided for
in amounts  sufficient  to relate the cost of  depreciable  assets to operations
over their estimated service lives,  principally on a straight-line basis from 3
to 5 years.

        Upon sale or other  disposition of property and equipment,  the cost and
related  accumulated  depreciation or amortization are removed from the accounts
and any gain or loss is included in the determination of income or loss.

        Expenditures  for  maintenance  and  repairs  are  charged to expense as
incurred.  Major overhauls and betterments are capitalized and depreciated  over
their useful lives.

        The Company  identifies  and  records  impairment  losses on  long-lived
assets such as property and  equipment  when events and  circumstances  indicate
that such assets  might be  impaired.  The  Company  considers  factors  such as
significant  changes in the regulatory or business  climate and projected future
cash flows from the  respective  asset.  Impairment  losses are  measured as the
amount by which the carrying amount of intangible asset exceeds its fair value.

Intangible Assets

        Intangible  assets  are  valued at cost and are being  amortized  on the
straight-line  basis over a period of three years in accordance with FAS-86. The
amortization  period is  management's  estimate of useful  economic  life of the
asset.  The initial  valuation  of  licensing  and  distribution  rights for the
software  products were derived from what Management  believes to be arms length
negotiation.

        The Company  identifies  and  records  impairment  losses on  intangible
assets  when  events  and  circumstances  indicate  that  such  assets  might be
impaired.  The Company  considers  factors  such as  significant  changes in the
regulatory  or  business  climate  and  projected  future  cash  flows  from the
respective  asset.  Impairment  losses are  measured  as the amount by which the
carrying amount of intangible asset exceeds its fair value.



                                      F - 9

<PAGE>



                           X-CHANGE TECHNOLOGIES CORP
                              (Formerly WEBiX Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                   (Continued)

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

Loss per Share

        The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
<TABLE>
<CAPTION>
                                                                                  Per-Share
                                                  Income           Shares           Amount
                                                  ------           ------           ------
                                                (Numerator)     (Denominator)

                                                    For the Year Ended December 31, 2001
<S>                                           <C>              <C>              <C>
Basic Loss per Share
Loss to common shareholders                   $      (800,968)       1,362,939  $       (0.59)
                                              ===============  ===============  ==============


                                                   For the Period Ended December 31, 2000
Basic Loss per Share
Loss to common shareholders                   $       (40,514)         600,000  $       (0.07)
                                              ===============  ===============  ==============
</TABLE>
        The  effect  of   outstanding   common   stock   equivalents   would  be
anti-dilutive for December 31, 2001 and 2000 and are thus not considered.

Concentration 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.

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.




                                     F - 10

<PAGE>



                           X-CHANGE TECHNOLOGIES CORP
                              (Formerly WEBiX Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                   (Continued)

NOTE 2 - INCOME TAXES

        As  of  December  31,  2001,  the  Company  had  a  net  operating  loss
carryforward for income tax reporting purposes of approximately  $1,129,000 that
may be offset against future taxable income through 2021. 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 not begun  principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  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  additional  equity
funding  and long term  financing,  which will enable the Company to operate for
the coming year.

NOTE 4 - COMMITMENTS

        On June 25, 2001, the Company  entered into a three year lease agreement
for its office  facilities.  The rental  charges  are  approximately  $54,000 to
$57,000 per year.

        The minimum  future lease  payments under these leases for the next five
years is:


   Twelve Months
   Ended June 30:
--------------------
        2001                                     $       54,000
        2003                                             55,620
        2004                                             57,289
        2005                                                  -
        2006                                                  -
                                                 --------------
        Total minimum future lease payments      $      166,909
                                                 ==============

        In  conjunction  with the  acquisition  of WebIAm  software  rights  the
company  has a  commitment  to pay $5,700 per month for web hosting and $700 per
month for hardware.

                                     F - 11

<PAGE>



                           X-CHANGE TECHNOLOGIES CORP
                              (Formerly WEBiX Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                   (Continued)

NOTE 5 - LOANS FROM SHAREHOLDERS AND OTHER RELATED PARTY
TRANSACTIONS

        As  of  December  31,  2001  and  2000,   shareholder  payables  include
approximately  $44,418 and $1,863  owing to a major  shareholder  at an interest
rate of 10%.

NOTE 6 - PREFERRED STOCK

        On  July  16,  2001,  the  Company  created   convertible  Series  A  7%
Convertible  Preferred  Stock,  authorizing the issuance of 2,500,000  shares of
convertible  preferred stock to be sold, with a par value of $.01. The preferred
stock are  convertible at a ratio of 1 share of common stock per preferred share
converted.

        The Corporation is under no obligation to pay dividends.  The holders of
the  Preferred  Stock shall be entitled to receive,  when and as declared by the
Board  of  Directors,  and  in  any  event  upon  liquidation,  dissolution,  or
winding-up  of  the  Corporation,  out of  funds  legally  available  therefore,
dividends  at the  annual  rate of $.07 per  share of Series A  Preferred  Stock
(adjusted for any stock dividend,  stock split, etc.), payable in preference and
priority to any payment of any dividend o the Common Stock.

        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, an amount of $1 per share of Series A Preferred
plus all accrued but unpaid dividends.

NOTE 7 - STOCK SPLIT

        On July 16, 2001 the Board of  Directors  authorized a 60,000 to 1 stock
split.  As a result of the split,  599,990 shares were issued.  Also on July 16,
2001, the number of authorized shares was increased from 100 to 7,500,000 Common
and 1,500,000  shares of Preferred  along with the par value was changed from $1
to $.01. All references in the accompanying  financial  statements to the number
of common shares and  per-share  amounts for 2001 and 2000 have been restated to
reflect the stock split.






                                     F - 12

<PAGE>


                           X-CHANGE TECHNOLOGIES CORP
                              (Formerly WEBiX Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
                                   (Continued)

NOTE 8 - COMMON STOCK TRANSACTIONS

        On November 17, 2000,  the Company  issued  600,000  (post split) common
shares to the President in exchange for $10,000 cash.

        On June 30, 2001,  the Company issued 150,000 common shares valued at $1
per share for partial payment of licensing rights for WebIAm Software.

        Throughout  2001,  350,000 shares of common stock were purchased at $.21
per share and 895,000 shares of preferred  stock were purchased at $1 per share.
Also 19,500 preferred shares were issued in exchange for services.

NOTE 7 - SUBSEQUENT EVENTS

        On January 15, 2002, the Company merged with X-Change  Technologies Corp
(a wholly owned subsidiary of The X-Change  Corporation) (a Nevada Corporation).
As a result, the Company's business and operations were acquired in exchange for
the issuance of a  controlling  interest in The X-Change  Corporations'  shares.
Under  the  Plan  of  Merger,  the  shareholders  of  The  X-Change  Corporation
surrendered  9,540,000  shares of Common Stock and  24,000,000  shares of Common
Stock, par value $.001 were issued to the Common Stock shareholders of WEBiX Inc
and 4,000,000 shares of Series A Preferred  Stock, par value $.001  (Convertible
into 40,000,000  shares of Common Stock) and 40,000,000  warrants were issued to
the Preferred Stock shareholders of WEBiX Inc.




                                     F - 13

<PAGE>


UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

        On January 15,  2002,  The  X-Change  Corporation  and its wholly  owned
subsidiary  X-Change  Technologies  Corp acquired the business and operations of
WEBiX  Inc.  See "The  Merger".  The  following  unaudited  pro forma  condensed
combined  financial  statements  are based on the December  31, 2001  historical
financial  statements  of The  X-Change  Corporation  and  WEBiX  Inc  contained
elsewhere herein,  giving effect to the transaction under the purchase method of
accounting,  with  WEBiX Inc  treated  as the  acquiring  entity  for  financial
reporting purposes.

        The unaudited pro forma condensed  combined balance sheet presenting the
financial position of the Surviving Corporation assumes the purchase occurred as
of December 31, 2001. The unaudited pro forma  condensed  combined  statement of
operations  for the year  ended  December  31,  2001  presents  the  results  of
operations  of the Surviving  Corporation,  assuming the merger was completed on
January 1, 2001.

        The unaudited pro forma  condensed  combined  financial  statements have
been prepared by management of The X-Change  Corporation  and WEBiX Inc based on
the financial  statements  included  elsewhere herein. The pro forma adjustments
include  certain  assumptions  and  preliminary  estimates  as  discussed in the
accompanying notes and are subject to change. These pro forma statements may not
be  indicative  of  the  results  that  actually  would  have  occurred  if  the
combination  had been in effect on the dates  indicated or which may be obtained
in  the  future.  These  pro  forma  financial  statements  should  be  read  in
conjunction with the accompanying notes and the historical financial information
of The X-Change Corporation and WEBiX Inc (including the notes thereto) included
in this Form. See "FINANCIAL STATEMENTS."







<PAGE>



                          UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
                                       DECEMBER 31, 2001
<TABLE>
<CAPTION>
                                                                                                                      Pro Forma
                                                                 The X-Change                      Pro Forma           Combined
                                                                  Corporation      WEBiX, Inc     Adjustments          Balance
                                                                ---------------  --------------  --------------     --------------
<S>                                                             <C>              <C>             <C>                <C>
ASSETS
Current Assets                                                  $             -  $        4,055  $            -     $        4,055

Fixed Assets (net)                                                            -           9,822               -              9,822
Other Assets                                                                  -         416,569               -            416,569
                                                                ---------------  --------------  --------------     --------------

     Total Assets                                               $             -  $      430,446  $            -     $      430,446
                                                                ===============  ==============  ==============     ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable & Accrued Expenses                             $         1,218  $       78,010  $            -     $       79,228
Liabilities                                                              19,821          44,418         (19,821)   A        44,418
                                                                ---------------  --------------  --------------     --------------

     Total Liabilities                                                   21,039         122,428         (19,821)           123,646
                                                                ---------------  --------------  --------------     --------------

Stockholders' Equity:
  Preferred Stock                                                             -           9,145          (5,145)   A         4,000
  Common Stock                                                           22,540          11,000           3,462    A        37,002
  Additional Paid in Capital                                            543,243       1,129,355        (565,318)   A     1,107,280
  Retained Earnings (Deficit)                                          (536,688)              -         536,688    A             -
  Deficit Accumulated During the
     Development Stage                                                  (50,134)       (841,482)         50,134    A      (841,482)
                                                                ---------------  --------------  --------------     --------------
     Total Stockholders' Equity (Deficit)                               (21,039)        308,018          19,821            306,800
                                                                ---------------  --------------  --------------     --------------

     Total Liabilities and Stockholders' Equity                 $             -  $      430,446  $            -     $      430,446
                                                                ===============  ==============  ==============     ==============
</TABLE>
    See accompanying  notes to unaudited pro forma condensed  combined financial
statements.


<PAGE>



                         UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
                             FOR THE YEAR ENDED DECEMBER 31, 2001
<TABLE>
<CAPTION>

                                                                                                                      Pro Forma
                                                                 The X-Change                      Pro Forma           Combined
                                                                  Corporation      WEBiX, Inc     Adjustments          Balance
                                                                ---------------  --------------  --------------     --------------
<S>                                                             <C>              <C>             <C>                <C>
Revenues                                                        $             -  $            -  $            -     $            -

Expenses:
   Sales & Marketing                                                          -               -               -                  -
   General & Administrative                                               5,777         796,569               -            802,346
                                                                ---------------  --------------  --------------     --------------
          Total Operating Expenses                                        5,777         796,569               -            802,346
                                                                ---------------  --------------  --------------     --------------

Net Operating Income (Loss)                                              (5,777)       (796,569)              -           (802,346)

Other Income (Expense)                                                        -          (4,399)              -             (4,399)
Taxes                                                                         -               -               -                  -
                                                                ---------------  --------------  --------------     --------------

Net Income (Loss)                                               $        (5,777) $     (800,968) $            -           (806,745)
                                                                ===============  ==============  ==============     ==============

Loss per share                                                  $             -  $       (0.59)  $            -     $       (0.01)
                                                                ===============  ==============  ==============     ==============

Weighted average shares outstanding                                  22,540,000       1,362,939                         77,002,000
                                                                ===============  ==============                     ==============
</TABLE>



    See accompanying  notes to unaudited pro forma condensed  combined financial
statements.


<PAGE>



NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL
STATEMENTS

(1)     General

In the merger involving The X-Change Corporation and WEBiX Inc, WEBiX was merged
with and into  X-Change  Technologies  Corp,  a wholly owned  subsidiary  of The
X-Change   Corporation.   Under  the  Plan  of  Merger,   WEBiX's  Common  Stock
shareholders  received  24,000,000 shares of The X-Change  Corporations'  Common
Stock,  and the Preferred Stock  shareholders  received  4,000,000 shares of The
X-Change  Corporations'  Series A Preferred Stock  (Convertible  into 40,000,000
shares of Common Stock) along with 40,000,000 warrants,  or approximately 65% of
the New Common Stock outstanding and 100% of the New Preferred Stock outstanding
subsequent to the Merger.  WEBiX has not yet performed a detailed evaluation and
appraisal  of the fair market  value of the net assets sold in order to allocate
the purchase  price among the assets sold.  For purposes of preparing  these pro
forma financial statements, certain assumptions as set forth in the notes to the
pro forma  adjustments  have been made in allocating  the sales price to the net
assets sold. As such, the pro forma  adjustments  discussed below are subject to
change based on final  appraisals and  determination of the fair market value of
the assets and liabilities of WEBiX.

(2)     Fiscal Year Ends

        The unaudited pro forma condensed combined  statements of operations for
the year ended December 31, 2001, include The X-Change Corporation's and WEBiX's
operations on a common fiscal year.

(3)     Pro Forma Adjustments

        The  adjustments  to the  accompanying  unaudited  pro  forma  condensed
combined balance sheet as of December 31, 2001, are described below:

        (A) Record  acquisition  of WEBiX by  surrendering  9,540,000  shares of
Common Stock from the  shareholders  of The X-Change  Corporation and by issuing
24,000,000  shares of Common  Stock,  par value  $.001 and  4,000,000  shares of
Series A Preferred  Stock,  par value $.001 to the  shareholders of WEBiX and to
eliminate shareholders loans from The X-Change Corporation

        The  adjustments  to the  accompanying  unaudited  pro  forma  condensed
combined statements of operations are described below:

        There are no anticipated  adjustments to the statements of operations as
a result of the merger.


<PAGE>


                            THE X-CHANGE CORPORATION

                                   FORM 10-KSB

                                  EXHIBIT INDEX



Exhibit No.:                               Description:

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.

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

21       List of subsidiaries.