U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-QSB

                                   (Mark One)
     [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934

                For the quarterly period ended September 30, 2003

        [ ] Transition report under Section 13 or 15(d) of the Securities
                    Exchange Act of 1934 For the transition

                    period from ------------ to ------------.

                        Commission file number 002-41703

                            THE X-CHANGE CORPORATION
                     (Exact name of small business issuer as
                            specified in its charter)

           Nevada                                                43-1594165
--------------------------------------------------------------------------------
  (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)

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

                                 (954) 927-0034
                            Issuer's telephone number




                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practical date: September 30, 2003 22,540,000


         Transitional  Small Business  Disclosure Format (check one). Yes ; No X








<PAGE>



                                     PART I


Item 1.  Financial Statements


                         INDEPENDENT ACCOUNTANT'S REPORT

The X-Change Corporation
(A Development Stage Company)


         We have  reviewed  the  accompanying  balance  sheets  of The  X-Change
Corporation  (A  Development  Stage  Company) as of September 30, 2003,  and the
related  statement of operations  for the three and nine months ended  September
30, 2003 and 2002 and cash flows for the nine months  ended  September  30, 2003
and 2002.  These financial  statements are the  responsibility  of the Company's
management.

         We conducted our review in accordance with standards established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

         Based on our  review,  we are not aware of any  material  modifications
that should be made to the financial statements referred to above for them to be
in conformity with accounting principles generally accepted in the United States
of America.

         We have  previously  audited,  in accordance  with  auditing  standards
generally  accepted in the United  States of America,  the balance  sheet of The
X-Change  Corporation (A Development Stage Company) as of December 31, 2002, and
the related statements of operations,  cash flows, and stockholders'  equity for
the year then ended (not  presented  herein);  and in our report dated April 11,
2003, we expressed an unqualified opinion on those financial statements.  In our
opinion,  the  information  set forth in the  accompanying  balance  sheet as of
December 31, 2002, is fairly stated,  in all material  respects,  in relation to
the balance sheet from which it has been derived.

         Note 1 of the Company's audited financial statements as of December 31,
2002,  and for the year then  ended  discloses  that the  Company  has  suffered
recurring  losses from  operations and has no  established  source of revenue at
December 31, 2002. Our auditors' report on those financial  statements  includes
an explanatory  paragraph  referring to the matters in Note 1 of those financial
statements and indicating that these matters raised  substantial doubt about the
Company's ability to

                                       F-2

<PAGE>



continue as a going concern.  As indicated in Note 1 of the Company's  unaudited
interim  financial  statements as of September  30, 2003,  and for the three and
nine months then ended,  the Company has  continued to suffer  recurring  losses
from operations and still has no established  source of revenue at September 30,
2003. The accompanying interim consolidated  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
November 12, 2003




























                                       F-3

<PAGE>


                            THE X-CHANGE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                               (Unaudited)
                                                                              September 30,         December 31,
                                                                                  2003                  2002
                                                                           -------------------  --------------------
ASSETS:
<S>                                                                        <C>                  <C>
Current Assets:                                                            $                 -  $                  -
                                                                           -------------------  --------------------

Total Assets                                                               $                 -  $                  -
                                                                           ===================  ====================

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities: Accounts Payable                                      $             6,351  $                625

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

          Total Current Liabilities                                                      6,351               244,874
                                                                           -------------------  --------------------


Stockholders' Equity:
   Preferred Stock, Par Value $.001,
   Series A Convertible - 5,000,000 Shares Authorized,
   Issued 0 and 5,000,000
   at June 30, 2003 and December 31, 2002                                                    -                 5,000
  Common Stock, Par value $.001, Authorized
   100,000,000 Shares, Issued 22,540,000 and 37,602,000
   at September 30, 2003 and December 31, 2002                                          22,540                37,602
  Paid-In Capital                                                                      473,950             2,153,891
  Retained Deficit                                                                    (496,490)           (2,441,367)
  Deficit Accumulated During the Development Stage                                      (6,351)                    -
                                                                           -------------------  --------------------
     Total Stockholders' Equity                                                         (6,351)             (244,874)
                                                                           -------------------  --------------------

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



                 See accompanying notes and accountants' report

                                       F-4

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                    Cumulative
                                                                                                       Since
                                                                                                     March 13,
                                                                                                        2003
                                          For the Three Months Ended   For the Nine Months Ended    Inception of
                                                September 30,                 September 30,          Development
                                          --------------------------    --------------------------
                                              2003          2002           2003            2002         Stage
                                          -----------    -----------    -----------    -----------    -----------

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

Expenses:
   Selling & Marketing                           --             --             --             --             --
   General & Administrative                       626          2,600          6,976         19,092          6,351
                                          -----------    -----------    -----------    -----------    -----------

Operating Loss                                   (626)        (2,600)        (6,976)       (19,092)        (6,351)
                                          -----------    -----------    -----------    -----------    -----------

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

Net Loss from Continuing Operations              (626)        (2,600)        (6,976)       (19,092)        (6,351)
                                          -----------    -----------    -----------    -----------    -----------

Discontinued Operations
  Loss from Operations of X-Change
      Technologies Corp. to be disposed
      Net of Tax, Effects of $0                  --         (214,420)          --       (1,440,404)          --
  Gain from Disposal of X-Change
       Technologies, Inc.                        --             --        1,945,502           --             --
                                          -----------    -----------    -----------    -----------    -----------

     Net Income (Loss)                    $      (626)   $  (217,020)   $ 1,938,526    $(1,459,496)   $    (6,351)
                                          ===========    ===========    ===========    ===========    ===========

Earnings per Share, Basic & Diluted
   Income from continuing operations      $      --      $      --      $      --      $      --
   Income (Loss) from discontinued
         Operations                              --             --             0.07          (0.02)
                                          -----------    -----------    -----------    -----------

 Income (Loss) per Share                  $      --      $      --      $      0.07    $     (0.02)
                                          ===========    ===========    ===========    ===========

Weighted Average Shares Outstanding        22,540,000     87,002,000     26,056,520     84,997,000
                                          ===========    ===========    ===========    ===========
</TABLE>

                 See accompanying notes and accountants' report

                                       F-5

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                   Cumulative
                                                                                                                     Since
                                                                                                                   March 13,
                                                                                                                      2003
                                                                              For the Nine Months Ended           Inception of
                                                                                    September 30,                 Development
                                                                               2003                2002              Stage
                                                                        ------------------   ----------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>                  <C>               <C>
Net Income (Loss)                                                       $        1,938,526   $     (1,459,496) $           (6,351)
Adjustments to reconcile net loss to net cash
   Provided by operating activities:
     Net (Income) Loss from Discontinued Operations                             (1,945,502)         1,440,404                   -
Increase (Decrease) in Accounts Payable                                              6,351             14,160               6,351
                                                                        ------------------   ----------------  ------------------

Net Cash Used in Continuing Activities                                                (625)            (4,932)                  -
Net Cash Used in Discontinued Activities                                                 -         (1,211,177)                  -
                                                                        ------------------   ----------------  ------------------
Net Cash Used in Operating Activities                                                 (625)        (1,216,109)                  -
                                                                        ------------------   ----------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Net Cash from Discontinued Activities                                               -           (145,189)                  -
                                                                        ------------------   ----------------  ------------------
Net Cash Provided by Investing Activities                                                -           (145,189)                  -
                                                                        ------------------   ----------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net Cash from Discontinued Activities                                             625          1,357,243                   -
                                                                        ------------------   ----------------  ------------------
Net Cash Provided by Financing Activities                                              625          1,357,243                   -
                                                                        ------------------   ----------------  ------------------


Net (Decrease) Increase in
  Cash and Cash Equivalents                                                              -             (4,055)                  -
Cash and Cash Equivalents
  at Beginning of Period                                                                 -              4,055                   -
                                                                        ------------------   ----------------  ------------------
Cash and Cash Equivalents
  at End of Period                                                      $                -   $              -  $                -
                                                                        ==================   ================  ==================

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>

                 See accompanying notes and accountants' report

                                       F-6

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)

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  $500,000  for the period from  January 1, 2001 to  September  30,
2003, 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.

Interim Reporting

         The unaudited financial statements as of September 30, 2003 and for the
three and nine month periods then ended,  reflect, in the opinion of management,
all adjustments (which include only normal recurring  adjustments)  necessary to
fairly state the financial  position and results of operations for the three and
nine  months.   Operating  results  for  interim  periods  are  not  necessarily
indicative of the results which can be expected for full years.

                                       F-7

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)

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. On March 13, 2003, the Company repurchased
its shares and disposed of WEBiX and entered the development stage.

Nature of Business

         The Company has no products or services as of September  30, 2003.  The
Company is now  engaged in the process of  locating a  potential  merger  and/or
acquisition  candidate.  The  Company  intends to acquire  interests  in various
business opportunities, which in the opinion of management will provide a profit
to the Company.

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.




                                       F-8

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)

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

Concentrations of Credit Risk

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

Pervasiveness of Estimates

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

Stock Compensation for Non-Employees

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

Earnings (Loss) per Share

         Basic 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 September 30, 2003 and 2002.

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.



                                       F-9

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)

NOTE 3 - COMMITMENTS

         As of  September  30,  2003,  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 4 - PREFERRED STOCK

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

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

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

         As a result of the March 13, 2003  repurchase  agreement  all 5,000,000
shares were returned to treasury.

NOTE 5 - 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-10

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)

NOTE 6 - 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.

NOTE 8 - DISCONTINUED OPERATIONS

         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.

The assets and  liabilities  of X-Change  Technologies  Corp.,  consisted of the
following:
<TABLE>
<CAPTION>

                                                                             March 13,         December 31,
                                                                               2003                2002
                                                                         -----------------   -----------------
<S>                                                                      <C>                 <C>
   Cash                                                                  $          63,068   $          63,068
   Prepaid Expenses                                                                 20,000              20,000
   Office Equipment & Hardware, Net                                                100,191             100,191
   Licensing and Distribution Right, Net                                           286,695             286,695
                                                                         -----------------   -----------------
         Total Assets                                                              469,954             469,954
                                                                         -----------------   -----------------

   Accounts payable                                                      $         158,322   $         158,322
   Loans payable - shareholders                                                    555,881             555,881
                                                                         -----------------   -----------------
         Total Liabilities                                                         714,203             714,203
                                                                         -----------------   -----------------

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


                                      F-11

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)

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.

         Operating results of this discontinued operation for the three and nine
months  ended  September  30,  2002 are  shown  separately  in the  accompanying
statement of operations. The operating results of the discontinued operation for
the three and nine months ended September 30, 2003 and 2002 consisted of:
<TABLE>
<CAPTION>
                                             For the Three Months Ended              For the Nine Months Ended
                                                   September 30,                           September 30,
                                       --------------------------------------   -----------------------------------
                                             2003                 2002                2003              2002
                                       -----------------   ------------------   ----------------  -----------------

<S>                                    <C>                 <C>                  <C>               <C>
Revenues                               $               -   $           63,512   $              -  $         357,253
Expenses                                               -             (277,932)                 -         (1,797,657)
                                       -----------------   ------------------   ----------------  -----------------

Net Income (Loss)                      $               -             (214,420)  $              -  $      (1,440,404)
                                       =================   ==================   ================  =================
</TABLE>























                                      F-12

<PAGE>



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

         This  discussion  should  be  read  in  conjunction  with  Management's
Discussion and Analysis of Financial  Condition and Results of Operations in the
Company's annual report on Form 10-KSB for the year ended December 31, 2002.

Plan of Operation

         The  Company  was  organized  for the  purpose of  creating a corporate
vehicle to seek,  investigate and, if such  investigation  warrants,  acquire an
interest in one or more  business  opportunities  presented  to it by persons or
firms who or which  desire  to seek  perceived  advantages  of a  publicly  held
corporation.

         The  Company  may  incur   significant   post-merger   or   acquisition
registration costs in the event management wishes to register a portion of their
shares for subsequent  sale. The Company will also incur  significant  legal and
accounting  costs in  connection  with the  acquisition  including  the costs of
preparing post- effective amendments,  Forms 8-K, agreements and related reports
and documents.

         The Company will not have sufficient  funds (unless it is able to raise
funds  in  a  private  placement)  to  undertake  any  significant  development,
marketing and manufacturing of the products acquired. Accordingly, following the
acquisition,  the Company  will, in all  likelihood,  be required to either seek
debt or equity  financing or obtain funding from third parties,  in exchange for
which the  Company  may be  required  to give up a  substantial  portion  of its
interest in the acquired product. There is no assurance that the Company will be
able  either to  obtain  additional  financing  or  interest  third  parties  in
providing  funding for the further  development,  marketing and manufacturing of
any products acquired.

Results of Operations

         The  Company  had $626 and  $6,976 in  expenses  for the three and nine
period  ended  September  30, 2003 and $2,600 and $19,092 for the three and nine
months ended  September 30, 2002.  For the quarter ended  September 30, 2003 and
2002, the Company earned $0 and $0 in revenues.  No meaningful comparison can be
made to last year because the Company has ceased  operations  in that  business.
Losses on operations  will continue  until  sufficient  revenues can be achieved
from the various business units of the Company.

Liquidity and Capital Resources

         At September 30, 2003,  the Company had total current  assets of $0 and
total  assets of $0 as  compared  to $0 current  assets  and $0 total  assets at
December 31, 2002. The Company had a net working  deficit of $6,351 and $244,874
at September 30, 2003 and December 31, 2002.

         Net  stockholders'  equity (deficit) in the Company was and ($6,351) as
of September 30, 2003 and ($244,874) as of December 31, 2002.


                                      F-13

<PAGE>



         The  Company  continues  to  seek  strategic  alternatives,   including
discussions  with  joint  venture  partners  and  investors.   The  accompanying
quarterly  financial  statements  have been  prepared  assuming the Company will
continue  as a going  concern.  The  Company's  ability to  continue  as a going
concern,  however,  is dependent upon its ability to obtain  additional  funding
which will enable the Company to implement  its business  objectives in order to
generate cash flow.

Item 3.  Controls and Procedures

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

                  (i) this  Quarterly  Report on Form 10-Q  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
                  Quarterly Report on Form 10-Q, and

                  (ii) the financial statements, and other financial information
                  included in this Quarterly Report on Form 10-Q, 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 Quarterly Report on Form 10-Q.

         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.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

None

Item 2.  Changes in Securities

None

Item 3.  Defaults Upon Senior Securities

None


                                      F-14

<PAGE>



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

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

         Exhibits

         The following exhibits are included as part of this report:

Exhibit
Number            Title of Document


31.1     Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
         2002.

32.1     Certification  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
         2002.

         Reports

         No reports filed on 8-K.




















                                      F-15

<PAGE>



                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized this November , 2003

                            THE X-CHANGE CORPORATION
                                  (Registrant)




DATE: November 12, 2003    By:  /s/    Charles Stidham
     ------------------    -----------------------------------------------------
                           Charles Stidham
                           President and Chief Executive and Accounting Officer,
                           Treasurer
                           (Principal Executive and Financial Officer)



























                                      F-16