SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)      July 12, 2002
                                                 ----------------------

                            The X-Change Corporation
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             (Exact name of registrant as specified in its charter)


   Nevada                          002-41703                        43-1594165
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(State or other                     (Commission                   (IRS Employer
jurisdiction of                     File Number)                  Identification
incorporation)                                                        Number)


36 West  44th Street, Suite 1209, New York, NY                             10036
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(Address of principal executive offices)                              (Zip Code)


Registrant's telephone number, including area code       (646) 728-7023
                                                    ----------------------------

     N/A
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(Former name or former address, if changed since last report)






Item 5.  Other Events.

         Prior to July 1,  2002,  various  officers,  directors  and  beneficial
owners  of 5% or more of the  common  stock  of The  X-Change  Corporation  (the
"Company") have  voluntarily  reported  information  regarding their holdings of
acquisitions  and  dispositions  of  securities on Forms 3, 4 and 5 and Schedule
13D.  These filings were not required  because the Company does not have a class
of securities  registered  pursuant to Section 12 of the Securities Exchange Act
of 1934.

         As of July 1, 2002, these individuals have discontinued their voluntary
reporting  under Forms 3, 4 and 5 and  Schedule  13D.  The absence of filings by
these  individuals  should not be viewed as an  indication  that no changes have
occurred in these individuals  beneficial  ownership.  Information on beneficial
ownership  of officers  and  directors  of the Company and persons  beneficially
owning 10% or more of the Company's  outstanding shares will be available in the
Company's Annual Reports on Form 10-KSB.










                                   SIGNATURES



         Pursuant to the  requirements  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.

                                                 The X-Change Corporation
                                                       (Registrant)



DATE: July 12, 2002                               By:  /s/ K. Richard B. Niehoff
                                                  -----------------------------
                                                  Name:   K. Richard B. Niehoff
                                                  Title:   President