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, 2002

             [ ] 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.)

                   48 S.W. 16th Street, Dania Beach, FL 33004
               (Address of principal executive offices) (Zip Code)


                            (954) 927-0034 (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:  $390,357.

As of April 10, 2003, there were 22,540,000 shares of Common Stock  outstanding,
none of which were held by  non-affiliates.  The aggregate  market value of such
Common  Stock  (based upon the average of the bid and asked  prices on April 10,
2003) of the Registrant held by non-affiliates was approximately $0. As of April
10, 2003.

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


<PAGE>




                            THE X-CHANGE CORPORATION
                                   FORM 10-KSB

                                TABLE OF CONTENTS

                                                                            PAGE
                                     PART I

ITEM  1. Description of Business..............................................3

ITEM  2. Description of Property..............................................4

ITEM  3. Legal Proceedings....................................................4

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

                                                          PART II

ITEM  5. Market for Common Equity and Related Stockholder Matters.............4

ITEM  6. Management's Discussion and Analysis or Plan of Operation............5

ITEM  7. Financial Statements.................................................6

ITEM  8. Changes in and Disagreements With Accountants on Accounting
                   and Financial Disclosure...................................6


                                                         PART III

ITEM  9. Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16 (a) of the Exchange Act..........6

ITEM 10. Executive Compensation...............................................8

ITEM 11. Security Ownership of Certain Beneficial Owners and Management...... 9

ITEM 12. Certain Relationships and Related Transactions.......................9

ITEM 13. Exhibits and Reports on Form 8-K.....................................9

ITEM 14. Controls and Procedures.............................................10

Signatures...................................................................11



                                       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.

ITEM 1   DESCRIPTION OF BUSINESS


         On January 15, 2002,  the Company closed under an Agreement and Plan of
Merger with WEBiX, a privately-held Delaware corporation (the "Plan of Merger"),
which resulted in WEBiX becoming a wholly-owned  subsidiary of the Company.  The
Plan of 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. After closing,  the shareholders
of the Company elected a new board of directors  which,  in turn,  appointed new
executive officers for the Company.

         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,  (b) 4,000,000  shares of its Series A  Convertible  Preferred
Stock and (c) 40,000,000  warrants to the  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
Company  immediately  prior to  closing to  13,002,000.  Following  closing  the
Company had 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.

         On Dec  23,  2002,  the  company  mailed  all  shareholders  a  Consent
Solicitation  for the purpose of entering  into and closing  under a  Securities
Repurchase  Agreement which,  effectively,  proposed an unwinding of the Plan of
Merger.

         The  solicitation  received  the  requisite  number of consents and all
conditions precedent to closing were subsequently fulfilled.  The parties closed
under the Securities Repurchase Agreement on March 13, 2003. The former board of
directors resigned effective the closing date.

                                       3
<PAGE>

         The Repurchase,  essentially,  resulted in the sale of all Registrant's
assets in exchange for the surrender of all securities  held by the former WEBiX
shareholders in Registrant and the assumption by WEBiX of all the Company's debt
immediately prior to closing.  The repurchase  effected a change in control over
the business, policies and affairs of the Company from the WEBiX shareholders to
those shareholders  holding securities in the Company prior to January 15, 2002.
The Company now has outstanding approximately 22,540,000 shares of common stock,
which was the  amount  outstanding  immediately  prior to closing of the Plan of
Merger on January 15, 2002.  All lock-up  agreements  pertaining to these shares
were  released  at closing.  The common  shares are the only  securities  of the
Company now outstanding.

         The  Company  remains  actively  engaged in the  process of  locating a
merger and/or acquisition candidate.


ITEM 2   DESCRIPTION OF PROPERTY

         The  executive  offices of the Company,  as of the date of this report,
are  located at 48 S.W.  16th  Street,  Dania  Beach,  FL 33004.  The Company is
receiving the use of these  premises  free of charge from its former  President.
The telephone number at this address is 954.927.0034.


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

         The Stockholder's Consent for the Securities Repurchase,  unwinding the
merger  with  WebIX,   was  summitted  to  Sharehoders  on  Dec  28,  2002.  The
solicitation period closed on March 13, 2003.

                                     PART II

ITEM 5            MARKET FOR COMMON EQUITY AND RELATED
                  STOCKHOLDER MATTERS

PRINCIPAL MARKET AND SALES PRICES FOR COMPANY'S COMMON STOCK

         As of April 10, 2003,  there were 22,540,000  shares of Common Stock of
the  Company  issued  and   outstanding   which  were  held  of  record  by  305


                                       4
<PAGE>

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
April 10, 2003, there were no shares of Preferred Stock of the Company issued or
outstanding.

         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.
<TABLE>
<CAPTION>
   ------------------------------------------------------------------------------------------
                            FISCAL YEAR             FISCAL YEAR            FISCAL YEAR

                                2002                   2001                    2000
   ------------------------------------------------------------------------------------------
                          High        Low        High        Low         High        Low
   ------------------------------------------------------------------------------------------
<S>                       <C>         <C>       <C>         <C>          <C>        <C>
      First Quarter       .70         .10       $0.68       $0.22        $2.40      $0.30
   ------------------------------------------------------------------------------------------
     Second Quarter       .35         .07       $0.45       $0.22        $0.30        $.00
   ------------------------------------------------------------------------------------------
      Third Quarter       .07         .05       $1.30       $0.21        $10.00     $1.20
   ------------------------------------------------------------------------------------------
     Fourth Quarter       .07         .03       $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  ceased all  operations  in WEBiX during the fourth
quarter of 2002 and the  acquisition  of WEBiX was unwound on March 13, 2003. As
is common with development stage companies, the Company has had recurring losses
from  operations  since inception and had a deficit at year end. The company was
able to obtain only enough working capital, as loans, to close its operations in
an orderly fashion

RESULTS OF  OPERATIONS.  The Company  conducted  only start up operations in the
implementation  of the WEBiX business plan during 2002,  which was  unsuccessful
and caused the cessation of operations in WEBiX during the fourth quarter of the
year. WEBiX had no revenue producing operations during 2001.



                                       5
<PAGE>

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 were  utilized to implement  the business plan of WEBiX and fund the
operations of the Company.  These proceeds,  followed by loans from shareholders
of  the  Company  sustained  operations  throughout  2002.  The  Company  is now
providing for its operations from existing management.



ITEM 7   FINANCIAL STATEMENTS

         The  financial  statements of the Company as of and for the years ended
December 31, 2002 and December 31, 2001 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; 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.  All of the other persons listed below were elected or appointed  during
2002.
<TABLE>
<CAPTION>
---------------------------------------------- ------------------------- ---------------------------------------------
                    NAME                                 AGE                            POSITIONS HELD
---------------------------------------------- ------------------------- ---------------------------------------------
<S>                                                       <C>            <C>
            Robert Merritt Barbee                         33             Chairman of the Board of Directors Director
---------------------------------------------- ------------------------- ---------------------------------------------
                Jeff Troncone                             50              Chief Executive Officer, President, Chief
                                                                                 Financial Officer, Treasurer
---------------------------------------------- ------------------------- ---------------------------------------------
</TABLE>

         None of the executive officers, directors and/or control persons 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


                                       6
<PAGE>

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.

         ROBERT MERRITT BARBEE,  Chairman of the Board. Mr. Barbee, 33, has been
actively  involved in the oil and gas business in East Texas since 1989.  He has
been  Vice-President  of Oil Patch Pipe & Supply  since 2000.  This entity is an
independent  oil field supply store which has garnered the  distributorship  for
micro chemical  applications to down hole well bore repair.  Mr. Barbee acted as
President of S&B  Resources  from 1991 until 2002,  when he directed the sale of
all its assets. S&B was a small,  privately-held oil and gas company which owned
and  operated  its own  production.  From  1992  through  1994 he  directed  LAZ
Financial, a Russian company involved in oil and gas natural resource. From 1995
through 1998 Mr. Barbee was Operations Management for 4-S Operating,  one of the
top  ten  operators  in  East  Texas,   where  he  oversaw  the   production  of
approximately  15,000 barrels of oil monthly.  Mr. Barbee also worked with Gregg
Industrial   Insulators,   Inc.,  where  he  increased  sales  by  approximately
$5,000,000 annually.

         Mr.  Barbee also serves on the Board of  Directors  for Merritt Tool in
Kilgore,  Texas.  This  company is a  privately  owned  machine  tool shop which
focuses principally on the aviation and oil and gas industries.

         Mr. Barbee  graduated  from Kilgore  Junior  College with an associates
degree in general business in 1992.

         JEFFREY TRONCONE,  President and CEO. Mr. Troncone, 50, has 25 years of
marketing,  sales, and promotions  experience working with Fortune 500 companies
as well as major broadcast  networks,  advertising,  media, and public relations
companies.  Jeff  founded  International  Talent  Negotiators,  a  company  that
provided   Fortune  500  companies  and  their  agencies  with  celebrities  for
television,  broadcast,  and print  advertising  campaigns.  This  included such
renown  celebrities and talent as Britney  Spears,  Michael  Jackson,  Elizabeth
Taylor,  Rod  Stewart,  Orson  Welles,  Joe Montana,  Linda Evans,  and Christie
Brinkley.  Subsequently, he founded Starkives, which was a developmental company
whose primary  product was the first  interactive  database with a full range of
pictures,  sound,  and motion.  He has packaged and developed deals for and with
Omnicom,  InterpublicGroup,   PepsiCo,  Avon  Products,  Blockbuster,  Southland
Corporation  (7-Eleven),  General  Mills,  and Sears.  Jeff next  developed  the
award-winning  syndicated  radio  talk show "The  Working  Mom on the Run" which
aired on over 175  stations.  In  addition,  the  radio  talk  show  spawned  an
award-winning TV short-form feature that he executive produced and syndicated to
over  75  broadcast   stations.   Mr.   Troncone's   background  also  includes:
consultation  to the Home  Shopping  Network  for new  product  development  and
on-air-talent;  program  development  with station General  Managers and program
directors  at Clear  Channel  Communications;  creation  of a  national  26-city
promotional  tour  for  7-Eleven  Stores;  and the  development  of  promotional
broadcast initiatives with Simon Mall Entertainment for many of their malls.



                                       7
<PAGE>

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 2002 to its Former  Chief  Executive
Officer from Jan 1 to July 1. In 2002, no other executive officer of the Company
earned any salary whatsoever.
<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.       2002      $80,208.37         -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.



                                       8
<PAGE>

ITEM 11           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership  as of April 10,  2003,  of the  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.
<TABLE>
<CAPTION>
Name and address of Beneficial Owner                 Number of Shares (1) (2)  (3)               Percent of Class

<S>                                                           <C>                                <C>
Bruce Pierce ...............                                  2,250,000                          9.98%
Connie Howard ..............                                  2,250,000                          9.98%
Teresa McKee ...............                                  2,250,000                          9.98%
Lynn Elliott ...............                                  2,250,000                          9.98%
Cynthia Jared ..............                                  2,250,000                          9.98%
Rachell York ...............                                  2,250,000                          9.98%


All directors and executive officers                          None                               0%
as a group (2 persons)
</TABLE>
______________________
      (1)Based upon 22,540,000  shares of Common Stock  outstanding on April 10,
2003.

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None

ITEM 13           EXHIBITS AND REPORTS ON FORM 8-K
(A)      EXHIBITS
<TABLE>
<CAPTION>
Exhibit No.                                 Exhibit Name
<S>            <C>
2.1            Plan of Merger, incorporated by reference to Exhibit 10.1 to Form 8-K dated January 30, 2002 -
               Previously Filed.
3.1            Articles of Incorporation - Previously Filed.

</TABLE>

                                        9
<PAGE>
<TABLE>
<CAPTION>
Exhibit No.                                 Exhibit Name
<S>            <C>
3.2            Certificate of Amendment to Articles of Incorporation of Registrant filed with the Secretary of State
               of the State of Nevada on January 14, 2002 - Previously Filed.
3.3            By-Laws - Previously Filed.
4.1            Specimen of Common Stock Certificate - Previously Filed.
4.3            Form of Warrant Agreement, previously filed, incorporated by reference to Exhibit 10.2 to Form 8-K
               dated January 30, 2002 - Previously Filed.
10.1           License Agreement dated as of June 20, 2001 between WebIAm, Inc. as licensor, and WEBiX Inc. (the
               predecessor of the Company), as licensee- Previously Filed.
10.2           Amendment to License Agreement dated as of January 15, 2002 - Previously Filed.
10.3           Form of Lock-Up Agreement, incorporated by reference to  Exhibit 4.1 to Form 8-K dated January 30,
               2002 - Previously Filed.
10.4           Securities Repurchase Agreement - Previously Filed.
21             List of subsidiaries - None
99.1*          Certification Pursuant to 18 U.S.C.ss.1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
               Act of 2002.
* Filed herewith.
</TABLE>
(B) REPORTS ON FORM 8-K FILED IN THE FOURTH QUARTER OF 2002

o        The  Company  filed a Current  Report on  October 3, 2002 for Item 5 to
         provide information  regarding the resignation and appointment of Chief
         Executive Officer.

o        The  Company  filed a Current  Report on  December  26, 2002 for Item 7
         announcing execution of securities repurchase agreement.


ITEM 14.  CONTROLS AND PROCEDURES

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  annual  report  on Form  10-KSB,  that  the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

                  (i) this  annual  report on Form  10-KSB  contains  any untrue
                  statement of a material fact or omits to state a material fact
                  necessary  to  make  the  statements  made,  in  light  of the
                  circumstances  under  which such  statements  were  made,  not
                  misleading  with respect to the period  covered by this annual
                  report on Form 10-KSB, and



                                       10
<PAGE>

                  (ii) the financial statements, and other financial information
                  included in this annual report on Form 10-KSB,  fairly present
                  in all material respects the financial  condition,  results of
                  operations  and cash flows of the Company as of, and for,  the
                  periods presented in this annual report on Form 10-KSB.

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief  Financial  Officer's  evaluation  that could  significantly  affect these
internal controls,  including any corrective actions with regards to significant
deficiencies and material weaknesses.


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: April 14, 2003               By:    /s/     Jeff Troncone
                                    Jeff Troncone, President and Chief
                                    Executive Officer
                                    (Principal Executive and Financial
                                     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/ Robert Merritt Barbee     Chairman of the Board of            April 14, 2003
Robert Merritt Barbee         Directors

/s/ Jeff Troncone             President, Chief Executive and      April 14, 2003
Jeff Troncone                 Accounting Officer, Treasurer




                                       11
<PAGE>

I, Jeff Troncone, certify that:

1.       I have  reviewed  this  annual  report on form  10-KSB of The  X-Change
         Corporation.

2.       Based on my  knowledge,  this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances  under which
         such  statements  were made, not misleading  with respect to the period
         covered by this annual report.

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  report,  fairly  present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this annual report.

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in exchange act rules 13a-14 and 15d-14) for the registrant and
         have:

         A)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;

         B)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "evaluation date");
                  and

         C)       presented  in this  annual  report our  conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the evaluation date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent functions):

         A)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         B)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.

Date: April 14, 2003
By: /s/ Jeff Troncone
Jeff Troncone
President and Chief  Executive Officer
(Principal Executive and Financial Officer)


                                       12
                            THE X-CHANGE CORPORATION

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           DECEMBER 31, 2002 AND 2001







<PAGE>






                                                     CONTENTS

<TABLE>
<CAPTION>
                                                                                                          Page

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

Balance Sheets
  December 31, 2002 and 2001...............................................................................F - 2

Statements of Operations
  For the Years Ended December 31, 2002 and 2001...........................................................F - 3

Statement of Stockholders' Equity
 For the Years Ended December 31, 2002 and 2001............................................................F - 4

Statements of Cash Flows
  For the Years Ended December 31, 2002 and 2001...........................................................F - 6

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






















<PAGE>









                          INDEPENDENT AUDITOR'S REPORT

The X-Change Corporation

         We  have  audited  the  accompanying  balance  sheets  of The  X-Change
Corporation   December  31,  2002  and  2001,  and  the  related  statements  of
operations,  cash flows and  stockholders'  equity for the two years then ended.
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  as of December 31, 2002 and 2001, and the results of its operations
and its  cash  flows  for the two  years  ended  December  31,  2002 and 2001 in
conformity with accounting principles generally accepted in the United States of
America.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 1. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

                                                    Respectfully submitted


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

Salt Lake City, Utah
April 11, 2003

                                      F - 1

<PAGE>





                                             THE X-CHANGE CORPORATION
                                                  BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                  December 31,
                                                                            2002                2001
                                                                      ----------------   ------------------
ASSETS:
<S>                                                                   <C>                <C>
Current Assets:                                                       $              -   $                -

Net Assets of Discontinued Operations                                                -              308,018
                                                                      ----------------   ------------------

Total Assets                                                          $              -   $          308,018
                                                                      ================   ==================


LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:                                                  $            625   $                -

Net Liabilities of Discontinued Operations                                     244,249                    -
                                                                      ----------------   ------------------

          Total Current Liabilities                                            244,874                    -
                                                                      ----------------   ------------------


Stockholders' Equity:


   Preferred Stock, Par Value $.001,
   Series A Convertible - 5,000,000 Shares Authorized,
   Issued 5,000,000 and 4,000,000
   at December 31, 2002 and December 31, 2001                                    5,000                4,000
  Common Stock, Par value $.001, Authorized
   100,000,000 Shares, Issued 37,602,000 and 24,000,000
   at December 31, 2002 and December 31, 2001                                   37,602               24,000
  Paid-In Capital                                                            2,153,891            1,121,500
  Retained Deficit                                                          (2,441,367)            (841,482)
                                                                      ----------------   ------------------
     Total Stockholders' Equity                                               (244,874)             308,018
                                                                      ----------------   ------------------

     Total Liabilities and Stockholders' Equity                       $              -   $          308,018
                                                                      ================   ==================
</TABLE>




                                  See accompanying notes and accountants' report

                                                       F - 2

<PAGE>



                                             THE X-CHANGE CORPORATION
                                             STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                                     For the Year Ended
                                                                        December 31,
                                                                  2002                2001
                                                           ------------------  ------------------

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

Expenses:
   General & Administrative                                            46,679               4,300
                                                           ------------------  ------------------

Operating Loss                                                        (46,679)             (4,300)

Other Income (Expense):
   Interest                                                                 -                   -
                                                           ------------------  ------------------

     Net Loss from Continuing Operations                              (46,679)             (4,300)
                                                           ------------------  ------------------

Discontinued Operations
  Loss from Operations of X-Change
      Technologies Corp. to be disposed
      Net of Tax, Effects of $0                                    (1,553,206)           (796,668)
                                                           ------------------  ------------------

      Net Loss                                             $       (1,599,885) $         (800,968)
                                                           ==================  ==================

Earnings per Share, Basic & Diluted
   Income from continuing operations                       $                -  $                -
   Income (Loss) from discontinued operations                          (0.03)              (0.04)

Loss Per Share                                             $           (0.03)  $           (0.04)
                                                           ==================  ==================

Weighted Average Shares Outstanding                                47,218,000          21,141,580
                                                           ==================  ==================
</TABLE>




                                  See accompanying notes and accountants' report

                                                       F - 3

<PAGE>



                            THE X-CHANGE CORPORATION
                        STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>

                                                  Preferred Stock                Common Stock             Paid-In       Retained
                                                Shares       Par Value       Shares        Par Value      Capital       Deficit
                                            --------------- ------------ --------------- -------------  ---------------------------

<S>                                         <C>             <C>          <C>             <C>            <C>          <C>
Balance December 31, 2000                                 - $           -        600,000 $       6,000  $      4,000 $      (40,514)

January 15, 2002, Exchange WEBiX
shares for X-Change Corporation                           -            -      12,490,000         7,090        (7,090)             -
                                            --------------- ------------ --------------- -------------  ------------ --------------

Restated Balance December 31, 2000                        -             -     13,090,000        13,090        (3,090)       (40,514)

February 28, 2001, Shares Issued
  For Cash                                                -            -       7,637,000         7,637        67,363              -

June 30, 2001 Shares Issued For
  Acquisition of Licensing                                -            -       3,273,000         3,273       146,727              -
 Cash                                             2,580,660        2,581               -             -       587,419              -
 Expenses                                            29,743           30               -             -         6,770              -

July 30, 2001, Shares Issued
  For Cash                                          546,750          547               -             -       124,453              -

August 31, 2001, Shares Issued
  For Cash                                          459,270          459               -             -       104,541              -

November 2, 2001, Shares Issued
  For Cash                                          109,350          109               -               -      24,891              -

December 7, 2001, Shares Issued
  For Cash                                          218,700          219               -             -        49,781              -
  For Expenses                                       55,527           55               -             -        12,645              -


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

Balance at December 31, 2001                      4,000,000        4,000      24,000,000        24,000     1,121,500       (841,482)

January 15, 2002, to record merger
   with X-Change Corporation                              -            -      13,002,000        13,002       (14,009)


January 8, 2002, Preferred
   Stock Issued for Cash                            150,000          150               -             -       149,850              -
</TABLE>

                                      F - 4
<PAGE>

                            THE X-CHANGE CORPORATION
                        STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)
<TABLE>
<CAPTION>


                                                  Preferred Stock                Common Stock               Paid-In        Retained
                                                Shares       Par Value       Shares        Par Value        Capital         Deficit
                                            --------------- ------------ --------------- -------------  ------------ --------------
<S>                                         <C>             <C>          <C>             <C>            <C>          <C>
January 17, 2002, Preferred
   Stock Issued for Cash                            250,000 $        250               - $           -  $    249,750 $            -

February 14, 2002, Preferred
   Stock Issued for Cash                            200,000          200               -             -       199,800              -

February 25, 2002, Preferred
   Stock Issued for Cash                            200,000          200               -             -       199,800              -

May 24, 2002, Preferred
   Stock Issued for Cash                            200,000          200               -             -       199,800              -

August 20, 2002, Common
Stock issued for Services                                 -            -         600,000           600        47,400              -

Net Loss                                                  -            -               -             -             -     (1,599,885)
                                            --------------- ------------ --------------- -------------  ------------ --------------

Balance at December 31, 2002                      5,000,000 $      5,000      37,602,000 $      37,602  $  2,153,891 $   (2,441,367)
                                            =============== ============ =============== =============  ============ ==============
</TABLE>
















                 See accompanying notes and accountants' report


                                      F - 5

<PAGE>



                                             THE X-CHANGE CORPORATION
                                             STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>



                                                                          For the Year Ended
                                                                             December 31,
                                                                       2002                2001
                                                                ------------------- -------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                             <C>                 <C>
Net Loss                                                        $        (1,599,885)$          (800,968)

Adjustments to reconcile net loss to net cash
     Provided by operating activities:
     Net (Income) Loss from Discontinued Operations                       1,553,206             796,668
Increase (Decrease) in Accounts Payable                                         625                   -
                                                                ------------------- -------------------

Net Cash Used in Continuing Activities                                      (46,054)             (4,300)
Net Cash Used in Discontinued Activities                                 (1,306,269)           (515,446)
                                                                ------------------- -------------------

Net Cash Used in Operating Activities                                    (1,352,323)           (519,746)
                                                                ------------------- -------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:

     Net Cash from Discontinued Activities                                 (145,189)           (492,809)
                                                                ------------------- -------------------

Net Cash Provided by Investing Activities                                  (145,189)           (492,809)
                                                                ------------------- -------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:

     Net Cash from Discontinued Activities                                1,497,512           1,012,555
                                                                ------------------- -------------------

Net Cash Provided by Financing Activities                                 1,497,512           1,012,555
                                                                ------------------- -------------------
</TABLE>





                                      F - 6

<PAGE>




                            THE X-CHANGE CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (Continued)
<TABLE>
<CAPTION>



                                                                          For the Year Ended
                                                                             December 31,
                                                                       2002                2001
                                                                ------------------- -------------------

Net (Decrease) Increase in
<S>                                                             <C>                 <C>
  Cash and Cash Equivalents                                     $                 - $                 -
Cash and Cash Equivalents
  at Beginning of Period                                                          -                   -
                                                                ------------------- -------------------
Cash and Cash Equivalents
  at End of Period                                              $                 - $                 -
                                                                =================== ===================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                      $                 - $             2,891

  Franchise and income taxes                                    $               680 $                 -
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:

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.














                 See accompanying notes and accountants' report


                                      F - 7

<PAGE>



                            THE X-CHANGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Nature of Operations and Going Concern

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

         Several conditions and events cast doubt about the Company's ability to
continue  as  a  "going  concern".  The  Company  has  incurred  net  losses  of
approximately  $2,500,000  for the period from  January 1, 2001 to December  31,
2002, has a liquidity  problem,  and requires  additional  financing in order to
finance its business  activities  on an ongoing  basis.  The Company is actively
pursuing  alternative  financing  and has had  discussions  with  various  third
parties,  although  no firm  commitments  have been  obtained.  In the  interim,
shareholders  of the Company  have  committed  to meeting its minimal  operating
expenses.

         The  Company's  future  capital  requirements  will  depend on numerous
factors  including,  but not  limited  to,  actively  searching  and  locating a
possible merger and/or acquisition candidate.

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

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







                                      F - 8

<PAGE>



                            THE X-CHANGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

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

Organization and Basis of Presentation

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

         On January 15, 2002,  the Company  merged with WEBiX,  Inc. This merger
resulted in the Company  acquiring  the business  and  operations  of WEBiX,  in
exchange for the issuance by the Company of a controlling interest in its shares
to the  former  shareholders  of  WEBiX.  Subsequent  to year end,  the  Company
repurchased its shares and disposed of WEBix.

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 - 9

<PAGE>



                            THE X-CHANGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

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

Nature of Business

         The Company has  completed  the  software and  regulatory  undertakings
necessary   to  allow  for  the   introduction   of  the  first   phase  of  the
Internet-accessible Alternative Trading System(ATS) WEBIXTRADER. The System will
be utilized by brokerages to transact  business in Microcap  Securities that are
currently quoted on the Nasdaq OTC Bulletin Board. The Company will offer access
to its  web-based  System on a  subscription  basis which will be  available  to
registered  brokerages  only. The Company will charge  transaction  fees for all
transactions that are processed through the System by each subscriber.

         In addition to the WEBiX exchange software license,  the Company has an
exclusive royalty free license to the ABS exchange; the eBond exchange; the High
Grade software;  the New Issue software;  the Parts exchange;  and the jsBuilder
software.  The Company may re-sell these system  licenses to clients and thereby
earn  additional   revenue.   Additionally,   the  Company  anticipates  earning
additional   revenue  from   customization  of  these  Systems  to  meet  client
specifications.

         The  Company  also  acts  as  a  Service  Bureau  providing  facilities
management,   managed  services,   and  web  hosting  to  client  licensees  and
non-licensee customers.

         During the year, all activity  ceased and all of activities  related to
the trading system were discontinued.

Cash and Cash Equivalents

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

Concentrations of Credit Risk

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





                                     F - 10

<PAGE>





                            THE X-CHANGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


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

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.

Advertising Costs

         Advertising costs are expensed as incurred. Advertising expense for the
year ended December 31, 2002 was $3,377.

Property and Equipment

         Property and equipment are stated at cost. Depreciation is provided for
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.




                                     F - 11

<PAGE>



                            THE X-CHANGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


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

Earnings (Loss) per Share

         Basic loss per share has been  computed  by  dividing  the loss for the
year  applicable to the common  stockholders  by the weighted  average number of
common  shares  outstanding  during the years.  There were no common  equivalent
shares outstanding at December 31, 2002 and 2001.

NOTE 2 - INCOME TAXES

         As  of  December  31,  2002,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately  $2,450,000 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 - 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.  On April 10, 2002,  the Company  entered  into another  lease
agreement  for five  years to rent  additional  office  facilities.  The  rental
charges for these lease are  approximately  $8,500 to $9,700 per month  starting
June 1, 2002.  As of December  31,  2002,  the Company  has  defaulted  on these
leases.

NOTE 4 - LOANS FROM SHAREHOLDERS AND OTHER RELATED PARTY
TRANSACTIONS

         As  of  December  31,  2002  and  2001  shareholder   payables  include
approximately  $555,883 and $44,418 owing to  shareholders  of the Company at an
interest rate between 4.25% to10%.






                                     F - 12

<PAGE>



                            THE X-CHANGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)


NOTE 5 - PREFERRED STOCK

         The Company has  authorized a total of  10,000,000  shares of Preferred
Stock.  Series A Convertible  Preferred Stock is the initial series of Preferred
Stock. This series shall consist of 5,000,000 shares with a par value of $.001.

         The  Corporation  is under no  obligation to pay dividends or to redeem
the Series A Convertible  Preferred  Stock.  This series of stock is convertible
into 10  shares  of  Common  Stock  at the  option  of the  shareholder  or upon
automatic conversion.

         In the  event of any  liquidation,  dissolution  or  winding-up  of the
Corporation,  the holders of outstanding  shares of Series A Preferred  shall be
entitled  to be  paid  out  of  the  assets  of the  Corporation  available  for
distribution to  shareholders,  before any payment shall be made to or set aside
for holders of the Common Stock, at an amount of $1 per share.

NOTE 6 - STOCK TRANSACTIONS

         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.

         During  the  first  quarter  of  2002,   800,000  shares  of  Series  A
Convertible Preferred Stock were issued for cash at $1 per share.

         During  the  second  quarter  of  2002,  200,000  shares  of  Series  A
Convertible Preferred Stock were issued for cash at a $1 per share.

         On August 20, 2002,  the Company  issued  600,000  shares for services.
These shares were valued at $.08 per share







                                     F - 13

<PAGE>



                            THE X-CHANGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

NOTE 7 - MERGER/ACQUISITION

         On January 15,  2002,  the Company and its newly  created  wholly owned
subsidiary  X-Change  Technologies  Corp,  merged  with  WEBiX,  Inc. (a Florida
Corporation).  As a result,  the Company acquired the business and operations of
WEBiX,  in exchange for the issuance of a  controlling  interest in The X-Change
Corporations'  shares to the  former  shareholders  of WEBiX.  Under the Plan of
Merger,  24,000,000  shares  of  Common  Stock,  4,000,000  shares  of  Series A
Convertible Preferred Stock (convertible into 40,000,000 shares of Common Stock)
and 40,000,000 warrants were issued. In addition,  certain existing shareholders
of the Company  surrendered  approximately  9,500,000  shares of Common Stock to
treasury.  In  connection  with  this  merger,  the par  value  of the  Series A
Convertible  Preferred  Stock changed from $.01 to $.001.  All references in the
accompanying  financial  statements  to  the  number  of  Series  A  Convertible
Preferred  shares and per- share  amounts for 2001 have been restated to reflect
the change in par value.

NOTE 8 - DISCONTINUED OPERATIONS

         On January 6, 2003, the Company decided to cease  operations on the its
WEBiX  alternative  trading system and transferred all of its assets,  including
the rights to use the technology to X- Change  Technologies  Corp., a subsidiary
of the Company,  which as of March 13, 2003 will no longer be a subsidiary per a
Securities Repurchase Agreement.

The assets and  liabilities  of X-Change  Technologies  Corp.,  consisted of the
following:
<TABLE>
<CAPTION>
                                                                       December 31,         December 31,
                                                                           2002                 2001
                                                                     -----------------   ------------------
<S>                                                                  <C>                 <C>
   Cash                                                              $          63,068   $            4,055
   Prepaid Expenses                                                             20,000                    -
   Office Equipment & Hardware, Net                                            100,191                9,822
   Licensing and Distribution Right, Net                                       286,695              416,569
                                                                     -----------------   ------------------
         Total Assets                                                          469,954              430,446
                                                                     -----------------   ------------------

   Accounts payable                                                  $         158,322   $           78,010
   Loans payable - shareholders                                                555,881               44,418
                                                                     -----------------   ------------------
         Total Liabilities                                                     714,203              122,428
                                                                     -----------------   ------------------

   Net Assets (Liabilities) to be Disposed of                        $        (244,249)  $          308,018
                                                                     =================   ==================
</TABLE>


                                     F - 14

<PAGE>


                            THE X-CHANGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                   (Continued)

NOTE 8 - DISCONTINUED OPERATIONS (Continued)

         Net  Assets  (Liabilities)  to be  disposed  of  have  been  separately
classified  in the  accompanying  balance  sheet at December 31, 2002.  The 2001
balance sheet has been restated to conform with the current year's presentation.

         Operating  results of this  discontinued  operation  for the year ended
December  31,  2002  are  shown  separately  in the  accompanying  statement  of
operations.  The operating  statement for 2001 has been restated to conform with
the current year's  presentation  and are also shown  separately.  The operating
results of this discontinued operation for the years ended December 31, 2002 and
2001 consist of:


                                                For the Year Ended
                                                     December 31,
                                         --------------------------------------
                                               2002                2001
                                         ------------------   -----------------

Revenues                                 $          390,357   $               -
Expenses                                         (1,943,563)           (796,668)
                                         ------------------   -----------------

Net Income (Loss)                        $       (1,553,206)  $        (796,668)
                                         ==================   =================


NOTE 9 - SUBSEQUENT EVENTS

         On March  13,  2003,  the  Company  closed on a  Securities  Repurchase
Agreement. The Repurchase, essentially, resulted in the sale of all Registrant's
assets in  exchange  for the  surrender  of all  securities  held by the  former
X-Change Technologies shareholders in the Company and the assumption by X-Change
Technologies  Corp. of all the Company's debt immediately prior to closing.  The
Repurchase effected a change in control over the business,  policies and affairs
of the Company  from the X-Change  shareholders  to those  shareholders  holding
securities in the Company prior to January 15, 2002.  See Note 7. As a result of
the  Repurchase,  15,062,000  shares of common  stock  and  5,000,000  shares of
preferred stock were returned to treasury. As of March 13, 2003, the Company now
has  22,540,000  shares  of  common  stock,  which  was the  amount  outstanding
immediately prior to closing of the X-Change  Technologies Corp.  acquisition on
January  15,  2002.  All  lock-up  agreements  pertaining  to these  shares were
released effective with the closing.




                                     F - 15