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, 2002

        [ ] 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 Street - Suite 1201, 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: September 30, 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


         We have  reviewed  the  accompanying  balance  sheets  of The  X-Change
Corporation  as of September  30, 2002 and  December  31, 2001,  and the related
statements of operations for the three and nine months ended  September 30, 2002
and 2001 and statement of cash flows for the nine month periods ended  September
30, 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
November 12, 2002



                                       F-2

<PAGE>

                            THE X-CHANGE CORPORATION
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                       September 30,        December 31,
                                                                           2002                 2001
                                                                     -----------------   ------------------
ASSETS:
Current Assets:
<S>                                                                  <C>                 <C>
   Cash                                                              $             567   $            4,055
   Accounts Receivable                                                           1,400                    -
   Deposits                                                                      9,417                    -
   Prepaid Expenses                                                             32,044                    -
                                                                     -----------------   ------------------

       Total Current Assets                                                     43,428                4,055
                                                                     -----------------   ------------------

Fixed Assets:
   Hardware                                                                    100,606                    -
   Office Equipment                                                             16,980               11,349
   Accumulated Depreciation                                                    (12,377)              (1,527)
                                                                     -----------------   ------------------

       Net Fixed Assets                                                        105,209                9,822
                                                                     -----------------   ------------------

Intangibles and Other Assets:
   Licensing and Distribution Rights - WebIAm                                  522,710              483,758
   Accumulated Amortization                                                   (193,177)             (67,189)
                                                                     -----------------   ------------------

       Net Intangible and Other Assets                                         329,533              416,569
                                                                     -----------------   ------------------

Total Assets                                                         $         478,170   $          430,446
                                                                     =================   ==================
</TABLE>
















                                       F-3

<PAGE>


                            THE X-CHANGE CORPORATION
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                       September 30,        December 31,
                                                                           2002                 2001
                                                                     -----------------   ------------------


LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
<S>                                                                  <C>                 <C>
   Accounts payable                                                  $         196,446   $           78,010
   Deferred Revenue                                                             25,050                    -
   Loans payable - shareholders                                                409,159               44,418
                                                                     -----------------   ------------------

          Total Current Liabilities                                            630,655              122,428
                                                                     -----------------   ------------------


Stockholders' Equity:


   Preferred Stock, Par Value $.001,
   Series A Convertible - 5,000,000 Shares Authorized,
   Issued 5,000,000 and 914,500
   at September 30, 2002 and December 31, 2001                                   5,000                  915
  Common Stock, Par value $.001, Authorized
   100,000,000 Shares, Issued 37,002,000 and 1,100,000
   at September 30, 2002 and December 31, 2001                                  37,002               11,000
  Paid-In Capital                                                            2,106,491            1,137,585
  Retained Deficit                                                          (2,300,978)            (841,482)
                                                                     -----------------   ------------------
     Total Stockholders' Equity                                               (152,485)             308,018
                                                                     -----------------   ------------------

     Total Liabilities and Stockholders' Equity                      $         478,170   $          430,446
                                                                     =================   ==================
</TABLE>













                 See accompanying notes and accountants' report

                                       F-4

<PAGE>



                            THE X-CHANGE CORPORATION
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                               For the Three Months                   For the Nine Months
                                                       Ended                                 Ended
                                                   September 30,                         September 30,
                                       ------------------------------------- --------------------------------------
                                             2002                2001               2002                2001
                                       -----------------   ----------------- ------------------  ------------------

<S>                                    <C>                 <C>               <C>                 <C>
Revenues                               $          63,512   $               - $          357,253  $                -
                                       -----------------   ----------------- ------------------  ------------------

Expenses:
   Selling & Marketing                               125                   -              1,540                   -
   General & Administrative                      275,059             182,706          1,807,788             586,788
                                       -----------------   ----------------- ------------------  ------------------

Operating Loss                                  (211,672)           (182,706)        (1,452,075)           (586,788)

Other Income (Expense):
   Interest                                       (5,348)             (1,922)            (7,421)             (3,296)
                                       -----------------   ----------------- ------------------  ------------------

Loss Before Income Taxes                        (217,020)           (184,628)        (1,459,496)           (590,084)
   Income Taxes                                        -                   -                  -                   -
                                       -----------------   ----------------- ------------------  ------------------

     Net Loss                          $        (217,020)  $        (184,628)$       (1,459,496) $         (590,084)
                                       =================   ================= ==================  ==================

Basic & Diluted loss per share         $               -   $          (0.10) $           (0.02)  $           (0.51)
                                       =================   ================= ==================  ==================
</TABLE>
















                 See accompanying notes and accountants' report

                                       F-5

<PAGE>



                            THE X-CHANGE CORPORATION
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                             For the Nine Months Ended
                                                                                   September 30,
                                                                       -------------------------------------
                                                                             2002                2001
                                                                       -----------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                    <C>                <C>
Net Loss                                                               $      (1,459,496) $         (590,084)

Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities:
   Depreciation and Amortization                                                 136,838              26,875
   Issuance of Preferred Stock for Expenses                                            -               6,800
   Issuance of Common Stock for
      Licensing Rights                                                                 -             150,000

Change in operating assets and liabilities:
(Increase) Decrease in Accounts Receivable                                        (1,400)                  -
(Increase) Decrease in Deposits                                                   (9,417)                  -
(Increase) Decrease in Prepaid Expenses                                          (32,044)                  -
Increase (Decrease) in Accounts Payable                                          118,456               4,140
Increase ( Decrease) in Accrued Salaries                                                             (30,833)
Increase (Decrease) Overdraft                                                          -              (3,218)
Increase (Decrease) in Accrued Expenses                                            6,471               3,296
Increase (Decrease) in Deferred Revenues                                          25,050                   -
                                                                       -----------------  ------------------

  Net Cash Used in Operating Activities                                       (1,215,542)           (433,024)
                                                                       -----------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of Hardware                                                            (100,606)                  -
Purchase and Development of Licensing Rights                                     (38,952)           (483,758)
Purchase of Office Equipment                                                      (5,631)             (9,051)
                                                                       -----------------  ------------------

Net Cash Used in Investing Activities                                           (145,189)           (492,809)
                                                                       -----------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:

Loans from Shareholders                                                          397,243              30,833
Payment of Shareholder Loans                                                     (40,000)                  -
Issuance of Common Stock for Cash                                                      -              75,000
Issuance of Preferred Stock for Cash                                           1,000,000             820,000
                                                                       -----------------  ------------------

Net Cash Provided by Financing Activities                                      1,357,243             925,833
                                                                       -----------------  ------------------
</TABLE>
                                     F-6
<PAGE>

                            THE X-CHANGE CORPORATION
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                             For the Nine Months Ended
                                                                                   September 30,
                                                                       -------------------------------------
                                                                             2002                2001
                                                                       -----------------  ------------------

<S>                                                                    <C>                <C>
Net (Decrease) Increase in Cash and Cash Equivalents                   $          (3,488)  $               -
Cash and Cash Equivalents at Beginning of Period                                   4,055                   -
                                                                       -----------------  ------------------

Cash and Cash Equivalents at End of Period                             $             567  $                -
                                                                       =================  ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the year for:
  Interest                                                             $               -  $                -
                                                                       -----------------  ------------------
  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 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (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.

Interim Reporting

         The unaudited financial statements as of September 30, 2002 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.

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-8

<PAGE>



                            THE X-CHANGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)

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.

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-9

<PAGE>



                            THE X-CHANGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 September 30, 2002 was $1,540.

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-10

<PAGE>



                            THE X-CHANGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 September 30, 2002
Basic Loss per Share
<S>                                                     <C>                          <C>         <C>
Loss to common shareholders                             $         (217,020)          87,002,000  $                -
                                                        ==================  ===================  ==================

                                                               For the Three Months Ended September 30, 2001
Basic Loss per Share
Loss to common shareholders                             $         (184,628)           1,815,200  $           (0.10)
                                                        ==================  ===================  ==================

                                                               For the Nine Months Ended September 30, 2002
Basic Loss per Share
Loss to common shareholders                             $       (1,459,496)          84,997,000  $           (0.02)
                                                        ==================  ===================  ==================

                                                               For the Nine Months Ended September 30, 2001
Basic Loss per Share
Loss to common shareholders                             $         (590,084)           1,167,212  $           (0.51)
                                                        ==================  ===================  ==================
</TABLE>

         The effect of outstanding  common stock  equivalents are  anti-dilutive
for September 30, 2002 and 2001 and are thus not considered.

NOTE 2 - INCOME TAXES

         As of  September  30,  2002,  the  Company  had a  net  operating  loss
carryforward for income tax reporting purposes of approximately  $2,300,000 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-11

<PAGE>



                            THE X-CHANGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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.  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 the date of this report,  the Company has defaulted on these
leases. Subsequent to the quarter end, an officer of the Company has taken out a
lease on the office space and has agreed to let the Company  continue  operating
from this space without any obligation to pay rent.

NOTE 4 - LOANS FROM SHAREHOLDERS AND OTHER RELATED PARTY
TRANSACTIONS

         As of September  30, 2002 and December 31, 2001,  shareholder  payables
include approximately  $409,159 and $44,418 owing to shareholders of the Company
at an interest rate between 4.75% to10%.

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 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.

                                      F-12

<PAGE>



                            THE X-CHANGE CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


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.

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












                                      F-13

<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.

Plan of Operation

         On January 15, 2002,  the Company  obtained an exclusive,  royalty free
(subject to an early termination or royalty provisions), license for a period of
two years ending on the date which is 3 months after the second  anniversary  of
January 15, 2002.

         The  rights  to use for any and all  purposes  (including  the right to
sublicense  software to others) were obtained in exchange for the  assumption of
certain obligations  incurred by WebIAm and the issuance of one hundred thousand
(100,000)  shares of Common Stock of WEBiX ("the WEBiX shares") with a valuation
of $20,000.

         The Company  introduced the  WEBIXTRADER  ATS System on July, 02, 2002.
The System is an Internet-based trading and order processing System for Microcap
Securities,  (also known as OTC Bulletin Board stocks). The launch of the System
should contribute revenues to operations in the third quarter of 2002.

         On September 20, 2002 a new  management  team was  selected.  This team
plans,  during the fourth  quarter,  to  reorganize  the  company's  operations,
products  and  services,  raise loans to continue  operations,  raise  permanent
funding,  and effect a  restructuring  that is consistent  with these new plans.
Should  these plans be  successful,  the team expects them to be complete by the
end of the fourth quarter or early in the first quarter of 2003.

Results of Operations

         The Company had $275,184 and  $1,809,328  in expenses for the three and
nine month  periods  ended  September 30, 2002 and $182,706 and $586,788 for the
three and nine months ended  September 30, 2001. For the quarter ended September
30, 2002,  the Company  earned  revenues of $63,512 from a software  development
project for a single client and from facilities  management for several clients.
The client is involved in business to consumer e-commerce.  As this is the first
year that the Company has revenue, no meaningful comparison can be made to prior
periods.  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, 2002,  the Company had total current assets of $43,428
and total assets of $478,170 as compared to $4,055  current  assets and $430,446
total  assets at December  31,  2001.  The  Company  had a net  working  capital
(deficit) of  ($587,227)  and  ($118,373) at September 30, 2002 and December 31,
2001.

                                      F-14

<PAGE>




         Net stockholders'  equity (deficit) in the Company was and (152,485) as
of September 30, 2002 and $308,018 as of December 31, 2001.

         The Company anticipated the need to raise additional capital before the
end of the second quarter of 2002.  Discussions with the investment banking firm
of Harris,  Hoover & Lewis,  Inc.  resulted  in the  issuance  of an  Investment
Offering Summary for $500,000 8% Subordinated  Convertible Notes of July '04 and
Warrants.  The offering was dated June 24, 2002. On July 18, 2002,  the offering
was terminated.

         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


                                      F-15

<PAGE>



Item 2.  Changes in Securities

None

Item 3.  Defaults Upon Senior Securities

None

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


99.1     Certification  Pursuant to 18 U.S.C.  ss 1350,  As Adopted  Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.

99.2     Certification  Pursuant to 18 U.S.C.  ss 1350,  As Adopted  Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.


         Reports

         The  Company  filed a  Current  Report  on August 9, 2002 for Item 5 to
provide  information  regarding  the  termination  of its  private  offering  of
subordinated notes and other matters.










                                      F-16

<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 14, 2002

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




DATE: November 14, 2002                    By:  /s/    William F. Frank
     --------------------------------      -------------------------------------
                                           William F. Frank
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)

DATE: November 14, 2002                    By:  /s/    Susan Landin
     --------------------------------      -------------------------------------
                                           Susan Landin
                                           Chief Operating Officer
                                           (Principal Financial and
                                           Accounting Officer)



I,       William F. Frank, 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 quarterly  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 quarterly 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

                                      F-17

<PAGE>



                  us by others within those  entities,  particularly  during the
                  period in which this quarterly 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  quarterly  report  (the  "evaluation
                  date"); and

         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;

         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 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 our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002




/s/ William F. Frank
President and Chief Executive Officer
(Principal Executive Officer)











                                      F-18

<PAGE>



I,       Susan Landin, 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 quarterly  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 quarterly 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 quarterly 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  quarterly  report  (the  "evaluation
                  date"); and

         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;

         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.


                                      F-19

<PAGE>


         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 our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 14, 2002




/s/ Susan Landin
Chief Operating Officer
(Principal Financial and Accounting Officer)




                                      F-20