U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                  Form 10-QSB/A

(Mark One)

[X]      Quarterly  report  pursuant  to Section  13 or 15(d) of the  Securities
         Exchange Act of 1934 For the quarterly period ended March 31, 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.)

                100 Allentown Parkway, Suite 110, Allen, TX 75002
                    (Address of principal executive offices)

                                 (972) 390-0750
                            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, 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 March 31, 2003, and the related
statement of operations and cash flows for the three months ended March 31, 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 continue as a going concern.  As indicated in Note 1 of the
Company's unaudited interim financial

                                       F-2

<PAGE>



statements  as of March 31,  2003,  and for the three  months  then  ended,  the
Company has continued to suffer  recurring  losses from operations and still has
no  established  source of revenue at March 31, 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
March 24, 2004





























                                       F-3

<PAGE>





                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

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

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

LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:                                                       $                 -  $                  -
                                                                           -------------------  --------------------

          Total Current Liabilities                                                          -                     -
                                                                           -------------------  --------------------


Stockholders' Equity:
   Preferred Stock, Par Value $.001,
   Series A Convertible - 5,000,000 Shares Authorized,
   0 Issued at March 31, 2003 and December 31, 2002                                          -                     -
  Common Stock, Par value $.001, Authorized
   100,000,000 Shares, Issued 22,540,000 and 22,540,000
   at March 31, 2003 and December 31, 2002                                              22,540                22,540
  Paid-In Capital                                                                      564,907               564,282
  Retained Deficit                                                                    (536,688)             (536,688)
 Deficit Accumulated During Development Stage                                          (50,759)              (50,134)
                                                                           -------------------  --------------------
     Total Stockholders' Equity                                                              -                     -
                                                                           -------------------  --------------------

     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
                                                                                             October 4,
                                                                                                2000
                                                  For the Three Months Ended                Inception of
                                                                March 31,                    Development
                                                  -------------------------------------
                                                        2003                2002                Stage
                                                  -----------------   -----------------  -------------------

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

Expenses:
   General & Administrative                                     625                   -               50,759
                                                  -----------------   -----------------  -------------------

Operating Loss                                                 (625)                  -              (50,759)

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


     Net Income (Loss)                            $            (625)  $               -  $           (50,759)
                                                  =================   =================  ===================


Earnings per Share, Basic & Diluted               $               -   $               -
                                                  =================   =================

Weighted Average Shares Outstanding                      22,540,000          22,540,000
                                                  =================   =================
</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
                                                                                                  October 4,
                                                                                                     2000
                                                             For the Three Months Ended          Inception of
                                                                     March 31,                    Development
                                                              2003                2002               Stage
                                                       ------------------  ------------------  -----------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                    <C>                 <C>                 <C>
Net Income (Loss)                                      $             (625) $                -  $         (50,759)
Adjustments to reconcile net loss to net cash
   Provided by operating activities:
Increase (Decrease) in Accounts Payable                                 -              (1,218)            29,095
                                                       ------------------  ------------------  -----------------

Net Cash Used in Operating Activities                                (625)             (1,218)           (21,664)
                                                       ------------------  ------------------  -----------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Net Cash Provided by Investing Activities                               -                   -                  -
                                                       ------------------  ------------------  -----------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Net Shareholder Loans                                                   -             (19,821)                 -
Capital Contributed by Shareholder                                    625              21,039             21,664
                                                       ------------------  ------------------  -----------------
Net Cash Provided by Financing Activities                             625               1,218             21,664
                                                       ------------------  ------------------  -----------------


Net (Decrease) Increase in
  Cash and Cash Equivalents                            $                -  $                -  $               -
Cash and Cash Equivalents
  at Beginning of Period                                                -                   -                  -
                                                       ------------------  ------------------  -----------------
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
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This summary of  accounting  policies for The X-Change  Corporation  (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.

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  $50,759  for the  period  from  October  4,  2000  (inception  of
development  stage) to March 31,  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 its development, acquisition and marketing
of leading-edge  wireless  internet/networking  technologies,  principally  RFID
("radio frequency identification").

         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.




                                       F-7

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

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

Interim Reporting

         The  unaudited  financial  statements  as of March 31, 2003 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. On March 13, 2003, the Company rescinded in
agreement with WEBiX. and reentered the development stage.





                                       F-8

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

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

Nature of Business

         The  Company has no  products  or  services  as of March 31,  2003.  On
February  9,  2004,  the  Company  formed a wholly  owned  subsidiary,  Air Gate
Technologies,  Inc. ("Air Gate"), for the purpose of engaging in the development
and  acquisition  of  leading-edge  wireless  internet/networking  technologies,
principally RFID ("radio frequency identification").

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.

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.




                                       F-9

<PAGE>




                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

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

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 March 31, 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  $586,221 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.

NOTE 3 - DEVELOPMENT STAGE COMPANY/ GOING CONCERN

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  Continuation of the Company as a going concern is dependent
upon obtaining the additional  working capital necessary to be successful in its
planned  activity,  and the  management of the Company has developed a strategy,
which it believes will  accomplish  this  objective  through  additional  equity
funding  and long term  financing,  which will enable the Company to operate for
the coming year.

NOTE 4 - COMMITMENTS

         As of March 31, 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.



                                      F-10

<PAGE>



                            THE X-CHANGE CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

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.

         As of March 31, 2003, there are no preferred shares issued.

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.

         On March 13, 2003,  the Company  rescinded its agreement  with X-Change
Technologies.  The  rescission,  essentially,  resulted  in  the  return  of all
X-Change  Corporation'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 rescission 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. As a
result,  15,062,000  shares of common  stock and  5,000,000  shares of preferred
stock were  returned to treasury  and 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.

                                      F-11

<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.

         On February 9, 2004,  registrant,  The X-Change  Corporation,  a Nevada
corporation ("XCHC"),  formed a wholly owned subsidiary,  Air Gate Technologies,
Inc.  ("Air  Gate"),  for  the  purpose  of  engaging  in  the  development  and
acquisition   of   leading-edge   wireless   internet/networking   technologies,
principally RFID ("radio  frequency  identification").  Air Gate is proposing to
market   products  and  services  of   unsurpassed   convenience,   performance,
reliability  and  value in this  industry  in order to  provide  customers  with
innovative  wireless RFID solutions at a cost  substantially  lower than current
implementations.

         Of the many technologies currently undergoing  development,  management
feels wireless technologies,  including RFID, qualify as the most likely to have
a transformative effect on business in the near-term,  essentially  transforming
how business  operates and organizes.  Wireless  technologies  will generate not
only new consumer and business  products  but also  entirely new  categories  of
products and services.

         Wireless  technologies  are  currently   transforming  the  culture  of
industrialized  countries and have the  potential to do the same for  developing
and  undeveloped  regions  of  the  world.  The  migration  to  third-generation
cellular-phone technologies,  proceeding in fits and starts and at various rates
throughout the world, continues to change how people communicate.  RFID tags are
optimizing  business supply chains.  A plethora of wireless  local-area  network
(WLAN)  standards  compete  for market  share in a variety of  applications  and
niches as newcomers such as ultrawideband applications continue to be developed.
The rapid market acceptance of cellular phones and WLANs,  including  "hotspots"
has focused attention on the viability of traditional  telecom providers and the
cost of wireline technologies.

         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.


                                      F-12

<PAGE>



Results of Operations

         The Company had $625 in expenses for the three month period ended March
31, 2003 and $0 for the three  months  ended March 31,  2002.  For the  quarters
ended March 31, 2003 and 2002 the Company had no revenues.  Losses on operations
will  continue  until  sufficient  revenues  can be  achieved  from the  various
business units of the Company.

Liquidity and Capital Resources

         At March 31, 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 $0 at March 31, 2003 and
December 31, 2002.

         Net  stockholders'  equity  (deficit)  in the  Company was and $0 as of
March 31, 2003 and December 31, 2002.

         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-QSB/A,  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-QSB/A 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-QSB/A, and

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

         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.

                                      F-13

<PAGE>




PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

None

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


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-14

<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 March 24, 2004

                            THE X-CHANGE CORPORATION
                                  (Registrant)




DATE: March 24, 2004                 By:/s/     Michael Sheriff
                                     Michael Sheriff, President, Chief
                                     Executive Officer , Treasurer and Chairman
                                     (Principal Executive and Financial Officer)





























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