Exhibit 31.1

# Section 302
Certifications

I, Michael Sheriff,
certify that:

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

2.       
          Based on my knowledge, this quarterly 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 quarterly
          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 registrant as of, and
          for, the periods presented in this 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 proceduresto 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 report is being prepared;
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|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
                    quarterly report (the Evaluation Date); and
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|c) | presented in this quarterly report our conclusions about the effectiveness of
                    the disclosure controls and procedures based on our evaluation as of the
                    Evaluation Date;
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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 control
          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
          quarterly 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 my most recent evaluation, including any corrective
          actions with regard to significant deficiencies and material weaknesses.

Date: August 9, 2004

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

F-24

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