Exhibit 31.1
Section 302 Certifications

I, Michael Sheriff, certify that:

         1. I have  reviewed  this  quarterly  report  on form  10-QSB/A  of The
         X-Change Corporation,

         2. Based on my  knowledge,  this  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 report.

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

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

         a) designed such  disclosure  controls and  procedures,  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to ensure that material information relating to the small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities,  particularly  during the period
         in which this report is being prepared;

         b)  evaluated  the   effectiveness  of  the  small  business   issuer's
         disclosure  controls and  procedures  and  presented in this report our
         conclusions  about the  effectiveness  of the  disclosure  controls and
         procedures,  as of the end of the period covered by this report on such
         evaluation; and

         c) disclosed in this report any change in the small  business  issuer's
         internal  control over  financial  reporting  that occurred  during the
         small business  issuer's most recent fiscal quarter (the small business
         issuer's  fourth fiscal  quarter in the case of an annual  report) that
         has materially affected,  or is reasonably likely to materially affect,
         the small business issuer's internal control over financial  reporting;
         and

         5. The small  business  issuer's other  certifying  officers and I have
         disclosed, based on our most recent evaluation of internal control over
         financial  reporting,  to the small business  issuer's auditors and the
         audit  committee of small  business  issuer's  board of  directors  (or
         persons performing the equivalent functions):

         a) all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the small  business  issuer's
         ability to record, process, summarize and report financial information;
         and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who have a  significant  role in the  small  business
         issuer's internal control over financial reporting.

Date: March 24. 2004

/s/ Michael Sheriff
Michael Sheriff, President, Chief
Executive Officer , Treasurer and Chairman
(Principal Executive and Financial Officer)