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) October 3, 2002



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


Nevada                              0-41703                         43-1594165
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(State of other                   (Commission                     (IRS Employer
jurisdiction of                   File Number)                    Identification
incorporation)                                                         Number)




            36 West 44th Street, Suite 1201, New York, New York 10036
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               (Address of principal executive offices) (Zip Code)


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






Item 5.  OTHER EVENTS

         On October 3, 2002, The X-Change Corporation  announced that K. Richard
B.  Niehoff  has  resigned  as the  Chairman,  a director  and an officer of the
Corporation,  and that William B. Frank has been  appointed the Chief  Executive
Officer of the Corporation. A press release announcing Mr. Niehoff's resignation
and Mr.  Frank's  appointment  is attached to this current report on Form 8-K as
Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Number       Description


         99.1     The X-Change  Corporation Press Release Issued October 3, 2002
                  Announcing  The  Resignation  Of  K.  Richard  B.  Niehoff  As
                  Chairman and an Officer And Director  and the  Appointment  Of
                  William Frank as Chief Executive Officer.





                                   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 hereunto duly authorized.



                                                     The X-Change Corporation



                                                By:   /s/ Willian B. Frank
                                                ---------------------------
                                                Title:  Chief Executive Officer
                                                --------------------------------


Date:  October 3, 2002