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): March 13, 2003



                            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 or other                   (Commission                (IRS Employer
jurisdiction of                   File Number)               Identification
incorporation)                                                   Number)




                       Highway 42 North, Kilgore, TX        75601
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               (Address of principal executive offices) (Zip Code)


        Registrant's telephone number, including area code (903) 987-1644


ITEM 1.  CHANGE IN CONTROL OF REGISTRANT.

As previously reported,  Registrant,  on January 23, 2003, sought approval for a
proposed  Securities  Repurchase  Agreement  between  the  Registrant,  X-Change
Technologies  Corp., and two separate groups of the  Registrant's  stockholders.
The  solicitation  received the requisite  number of consents and all conditions
precedent to closing were subsequently  fulfilled.  The parties closed under the
Securities Repurchase Agreement on March 13, 2003. The former board of directors
resigned effective the closing date.

The Repurchase,  essentially, resulted in the sale of all Registrant's assets in
exchange  for  the  surrender  of all  securities  held by the  former  X-Change
Technologies   shareholders   in  Registrant  and  the  assumption  by  X-Change
Technologies  Corp. of all Registrant's debt immediately  prior to closing.  The
Repurchase effected a change in control over the business,  policies and affairs
of  Registrant  from the X-Change  shareholders  to those  shareholders  holding
securities  in  Registrant  prior  to  January  15,  2002.  Registrant  now  has
outstanding  approximately  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. The common shares are the
only securities of Registrant now  outstanding.  Presently  Registrant is in the
process of  negotiating  for the purchase of an oil and gas  operating  company;
however,  there can be no assurance  the  negotiations  will be  successful.  If
consummated,  it is  anticipated  that a new board of  directors  and  executive
officers will be obtained.


                                   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/ Robert Merritt Barbee
Title:  Chief Executive Officer


Date: March 28, 2003