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, 2001.

    [ ] 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.)

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

                                 (646) 728-7023
                            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: March 31, 2002 37,002,000

     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
(Formerly a Development Stage Company)

        We  have  reviewed  the  accompanying  balance  sheets  of The  X-Change
Corporation  (Formerly  a  Development  Stage  Company) as of March 31, 2002 and
December 31, 2001,  and the related  statements of operations and cash flows for
the  three  month  periods  ended  March  31,  2002 and  2001.  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 statement 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  accompanying  financial  statements  for  them to be in
conformity with generally accepted accounting principles.

                                                   Respectfully submitted



                                                    \s\ Robison, Hill & Co.
                                                   -----------------------------
                                                   Certified Public Accountants

Salt Lake City, Utah
May 13, 2002




                                       F-2

<PAGE>
                            THE X-CHANGE CORPORATION
                     (Formerly a Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                           March 31,      December 31,
                                                             2002             2001
                                                        ---------------  ---------------
ASSETS:
Current Assets:
<S>                                                     <C>              <C>
   Cash                                                 $       229,380  $         4,055
   Accounts Receivable                                           54,440                -
   Salary Advances                                                3,000                -
   Prepaid Expenses                                               6,470                -
                                                        ---------------  ---------------
       Total Current Assets                                     293,290            4,055
                                                        ---------------  ---------------
Fixed Assets:
   Office Equipment                                              14,565           11,349
   Accumulated Depreciation                                      (2,340)          (1,527)
                                                        ---------------  ---------------
       Net Fixed Assets                                          12,225            9,822
                                                        ---------------  ---------------
Intangibles and Other Assets:
   Licensing and Distribution Rights - WebIAm                   483,758          483,758
   Accumulated Amortization                                    (107,502)         (67,189)
                                                        ---------------  ---------------
       Net Intangible and Other Assets                          376,256          416,569
                                                        ---------------  ---------------

Total Assets                                            $       681,771  $       430,446
                                                        ===============  ===============
LIABILITIES AND STOCKHOLDERS' EQUITY:
-------------------------------------
Current Liabilities:
   Accounts payable                                     $        81,485  $        78,010
   Deferred Revenue                                               1,335                -
   Loans payable - shareholders                                   5,552           44,418
                                                        ---------------  ---------------
          Total Current Liabilities                              88,372          122,428
                                                        ---------------  ---------------
Stockholders' Equity (Deficit):
   Preferred Stock, Par Value $.001,
   Series A Convertible - 5,000,000 Shares Authorized,
   Issued 4,800,000 and 914,500
   at March 31, 2002 and December 31, 2001                        4,800            9,145
  Common Stock, Par value $.001, Authorized
   100,000,000 Shares, Issued 37,002,000 and 1,100,000
   at March 31, 2002 and December 31, 2001                       37,002           11,000
  Paid-In Capital                                             1,906,691        1,129,355
  Retained Deficit                                           (1,355,094)        (841,482)
                                                        ---------------  ---------------
     Total Stockholders' Equity (Deficit)                       593,399          308,018
                                                        ---------------  ---------------

     Total Liabilities and Stockholders' Equity         $       681,771  $       430,446
                                                        ===============  ===============
</TABLE>
                 See accompanying notes and accountants' report

                                       F-3
<PAGE>



                            THE X-CHANGE CORPORATION
                     (Formerly a Development Stage Company)
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                              For the Three Months
                                                                           Ended
                                                                       March 31,
                                                        --------------------------------
                                                             2002             2001
                                                        ---------------  ---------------

<S>                                                     <C>              <C>
Revenues:                                               $       131,105  $             -
                                                        ---------------  ---------------

Expenses:
   Advertising and Promotion                                      1,040                -
   General & Administrative                                     642,544          105,146
                                                        ---------------  ---------------

Operating Loss                                                 (512,479)        (105,146)

Other Income (Expense):
   Interest                                                      (1,133)            (537)
                                                        ---------------  ---------------

Loss Before Income Taxes                                       (513,612)        (105,683)
   Income Taxes                                                       -                -
                                                        ---------------  ---------------

     Net Loss                                           $      (513,612) $      (105,683)
                                                        ===============  ===============

Basic & Diluted loss per share                          $        (0.01)  $        (0.15)
                                                        ===============  ===============
</TABLE>













                 See accompanying notes and accountants' report

                                       F-4

<PAGE>



                            THE X-CHANGE CORPORATION
                     (Formerly a Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                            For the Three Months Ended
                                                                     March 31,
                                                          -------------------------------
                                                               2002            2001
                                                          --------------  ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                       <C>             <C>
Net Loss                                                  $     (513,612) $      (105,683)

Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
   Depreciation and Amortization                                  41,126                -
   Issuance of Preferred Stock for Expenses                            -                -
   Issuance of Common Stock for
      Licensing Rights                                                 -                -

Change in operating assets and liabilities:
(Increase) Decrease in Accounts Receivable                       (54,440)               -
(Increase) Decrease in Salary Advances                            (3,000)               -
(Increase) Decrease in Prepaid Expenses                           (6,470)               -
Increase (Decrease) in Accounts Payable                            3,475                -
Increase (Decrease) in Deferred Revenues                           1,335                -
                                                          --------------  ---------------

  Net Cash Used in Operating Activities                         (531,586)        (105,683)
                                                          --------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase and Development of Licensing Rights                           -          (63,287)
Purchase of Office Equipment                                      (3,217)               -
                                                          --------------  ---------------

Net Cash Provided by Investing Activities                         (3,217)         (63,287)
                                                          --------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Loans from Shareholders                                                -           30,833
Payment of Shareholder Loans                                     (40,000)               -
Issuance of Common Stock for Cash                                      -           75,000
Issuance of Preferred Stock for Cash                             800,128          200,000
                                                          --------------  ---------------

Net Cash Provided by Financing Activities                        760,128          305,833
                                                          --------------  ---------------
</TABLE>


                                       F-5

<PAGE>



                            THE X-CHANGE CORPORATION
                     (Formerly a Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                            For the Three Months Ended
                                                                     March 31,
                                                          -------------------------------
                                                               2002            2001
                                                          --------------  ---------------

<S>                                                       <C>             <C>
Net (Decrease) Increase in Cash and Cash Equivalents      $      225,325  $       136,863
Cash and Cash Equivalents at Beginning of Period                   4,055                -
                                                          --------------  ---------------

Cash and Cash Equivalents at End of Period                $      229,380  $       136,863
                                                          ==============  ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the year for:
  Interest                                                $            -  $             -
                                                          --------------  ---------------
  Franchise and income taxes                              $            -  $             -
                                                          --------------  ---------------
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES:

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
















                 See accompanying notes and accountants' report

                                       F-6

<PAGE>



                            THE X-CHANGE CORPORATION
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Interim Reporting

        The  unaudited  financial  statements  as of March 31,  2002 and for the
three month  period  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
months.  Operating results for interim periods are not necessarily indicative of
the results which can be expected for full years.

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.



                                       F-7

<PAGE>



                            THE X-CHANGE CORPORATION
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)

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

Nature of Business

        The Company is in the process of  developing  and  marketing an Internet
accessible  trading  Alternative  Trading  System,  WEBIXTRADER,   for  Microcap
Securities that are currently quoted on the 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.

        The Company has exclusive  rights to license 5 trading  systems based on
the X-Change Engine. These 5 trading systems are composed of reusable components
and  features.   The  Company  sells  licenses  to  these  trading  systems  and
anticipates  earning  additional  revenue from customization of these systems to
meet  clients'  specific  needs.  The Company also owns 2  proprietary  software
development  tools which management  believes will enable the Company to produce
code  more  efficiently  and   cost-effectively   than  the  alternative   tools
commercially available.

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

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.

Pervasiveness of Estimates

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

                                       F-8

<PAGE>



                            THE X-CHANGE CORPORATION
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)

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
three months ended March 31, 2002 was $1,040.

Property and Equipment

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

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

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

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







                                       F-9

<PAGE>



                            THE X-CHANGE CORPORATION
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)

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

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

                                                 For the Three Months Ended March 31, 2002
Basic Loss per Share
<S>                                           <C>                  <C>          <C>
Loss to common shareholders                   $      (513,612)     (82,152,000) $       (0.01)
                                              ===============  ===============  ==============

                                                 For the Three Months Ended March 31, 2001
Basic Loss per Share
Loss to common shareholders                   $      (105,683)         719,000  $       (0.15)
                                              ===============  ===============  ==============
</TABLE>
        The effect of outstanding common stock equivalents are anti-dilutive for
March 31, 2002 and 2001 and are thus not considered.

NOTE 2 - INCOME TAXES

        As of March 31, 2002, the Company had a net operating loss  carryforward
for income tax reporting purposes of approximately $1,355,000 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-10

<PAGE>



                            THE X-CHANGE CORPORATION
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)

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.

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


   Twelve Months
   Ended June 30:
--------------------
        2002                                     $       54,000
        2003                                             55,620
        2004                                             57,289
        2005                                                  -
        2006                                                  -
                                                 --------------
        Total minimum future lease payments      $      166,909
                                                 ==============

        In conjunction  with the  acquisition of WebIAm,  the Company  assumed a
data center lease of $5,700 per month through September of 2002.

NOTE 4 - LOANS FROM SHAREHOLDERS AND OTHER RELATED PARTY
TRANSACTIONS

        As of March 31, 2002 and December 31, 2001, shareholder payables include
approximately  $5,552 and $44,418  owing to a major  shareholder  at an interest
rate of 10%.

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.

                                      F-11

<PAGE>



                            THE X-CHANGE CORPORATION
                     (Formerly a Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)

NOTE 6 - STOCK SPLIT

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

NOTE 7 - 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.

NOTE 8 - 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.









                                      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, 2001.

Results of Operations

        For the quarter  ended March 31, 2002,  the Company  earned  revenues of
$131,105  from a  software  development  project  for a  client.  The  client is
involved in business to consumer e-  commerce.  As this is the first period that
the Company has revenue, no meaningful comparison can be made to prior periods.

        The Company  anticipates the introduction of the WEBIXTRADER ATS System,
an Internet-  based trading  system for Microcap  securities  (also known as OTC
Bulletin Board stocks) which will contribute revenues to operations in the third
quarter. WEBIXTRADER is expected to be launched in June, 2002.

Liquidity and Capital Resources

        The Company  anticipates the need to raise additional capital before the
end of the second  quarter of 2002.  Discussions  are underway  with  investment
bankers who are making recommendations and proposing terms.

        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 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.  The  Company  projects  that it will  generate
sufficient  future  cash flow from its various  businesses  in order to meet its
operating expenses.

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

None

Item 2.  Changes in Securities

None

Item 3.  Defaults Upon Senior Securities

None


                                      F-13

<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

The  Company  has not filed a report on Form 8-K for the period  ended March 31,
2002.


                                   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 May 15, 2002



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





DATE: May 15, 2002                         By:  /s/  K. Richard B. Niehoff
     ---------------------------                --------------------------------
                                           K. Richard B. Niehoff
                                           President and Chief Executive Officer
                                          (Principal Executive, Financial
                                           and Accounting Officer)







                                      F-14