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



                                  June 28, 2001
                                (Date of Report)


                      Diversified Technologies Group, Inc.
             (Exact name of registrant as specified in its charter)


                                     Nevada
                 (State or other jurisdiction of incorporation)


                    0 41703                   51 0356301
          (Commission File Number) (IRS Employer Identification Number)


                    48 S.W. 16th, Dania Beach, Florida 33004
           (Address of principal executive offices including zip code)


                                 (954) 927.0034
               (Registrant's telephone number including area code)


                                 Not Applicable
          (Former name or former address, if changed since last report)




Item 1.  Change in Control of Registrant.

Acquisition of X-Change, Inc., as a Wholly Owned Subsidiary of Registrant:

On June 28, 2001,  Diversified  Technologies  Group,  Inc., a Nevada corporation
(Company),  entered into an agreement (Reorganization  Agreement) to acquire all
of the outstanding capital stock of X-Change Corporation, Inc., a privately-held
Nevada corporation (XCI or X Change).  Pursuant to the Reorganization Agreement,
the Company  agreed to acquire all of the  outstanding  capital  stock of XCI in
exchange  for   28,000,000   post  split  shares  of  its  common   stock.   The
Reorganization Agreement became effective on July 1, 2001.

Background and Overview of X-Change, Inc.:

XCI is a  corporation  registered  under  the laws of the state of  Nevada.  The
corporation  is developing an  alternative  trading system (ATS) for the orderly
transactional flow of stock transactions  primarily for shares normally excluded
from mainstream trading venues. These shares may be American Depository Receipts
or private  placement  shares,  but the major focus is in transactions of shares
trading currently through the National  Quotation Bureau "Pink Sheets". A second
prospect  is the  orderly  trading of shares  issued  under Rule 144.  Until the
advent of "The X  Change,"  holders  of these  shares  had no choice but to wait
until the  expiration of a specific  holding  period had been  satisfied  before
realizing any gains that may have  accrued.  The X Change will offer a method of
transaction that will serve this poorly addressed market.

As previously mentioned,  XCI is in the development stage of a stock trading and
order flow system called an alternative trading system. OM Technology is doing a
design  study for XCI and has the  software  necessary to establish an effective
and efficacious  order flow system that can be used by either  individual  stock
traders or broker dealers or institutions.

Mission Statement:

The aim of X Change is to provide a means by which young, emerging companies can
be introduced  to the investing  public and  conversely  provide the  individual
investor  with a fair and  equitable  venue  through  which  ownership  in these
companies  can be made  with a high  degree  of  assurance  that the  investment
decision is based on reliable information and the best price available.

Of equal  importance will be the institution of a trading venue for transactions
in shares that have been issued under Rule 144 of the Act. These are shares that
were  originally  issued as  un-registered  and must be held for a specific time
before being  eligible as free  trading.  Often times they are sold at injurious
discounts  instead of at fair market value.  Our system should enable holders to
make transactions at more equitable price levels.

XCI intends to employ state of the art computer software  designed  specifically
to provide the best order flow  possible  for quick  execution  of  transactions
taken from the broadest cross section of buyers and sellers. This system will be
available to not only broker dealers and institutions but independent  investors
who see the advantages to trading in an arena where the members truly do monitor
and police themselves to insure the efficacy of their own vision.

Business History:

On July 28,  2000,  X Change  was  incorporated  under  the laws of the State of
Nevada. XCI is developing an alternative trading system (ATS) for the trading of
shares normally excluded from mainstream  trading venues. XCI is registered as a
broker-dealer with the SEC. On October 15, 2001, XCI signed an agreement with OM
Technologies to design an electronic  trading platform.  X Change has filed with
the United States Patent & Trademark office for its trademark.

Alternative Trading System:






An Alternative  Trading System is the next generation in transaction  processing
and order flow. Software exists that can connect individuals into a network that
provides for proper quotations,  order entry and transactional procedures all on
a real time electronic basis.

A Self-Regulating  Organization  (SRO) operates under auspices of the Securities
and Exchange Commission.  The two groups work hand in glove to regulate specific
broker  dealers and issues  traded on venues  organized and monitored by the SRO
itself.  At the present time there are but a handful of SROs. The New York Stock
Exchange  and  various  regional  exchanges.  The  Commodities  Futures  Trading
Commission  and some  other  minor  special  interest  venues.  It must be noted
however  that  nothing  precludes  the  establishment  of other  SRO's  who have
qualified under the rules as promulgated by the SEC.

Market:

X Change has  identified a specific  market segment that will lend itself easily
to the  Alternative  Trading  System it is  developing  in  conjunction  with OM
Technologies. This focus is the Pink Sheets.

By using this new software  technology  the Company will generate an increase in
liquidity  and  visibility  of these issues by providing  traders with an online
trading vehicle through a totally new membership venue.

As has been  previously  noted,  Pink Sheet  issues trade  exclusively  over the
phone.  This limits  liquidity and  restricts  the validity of these issues.  In
addition,  there is no form of  Order  Book and no  electronic  access  to route
orders.

The NASD has not turned a deaf ear to the needs of these  smaller  companies but
as presently  organized  they simply do not have the man power or the  necessary
regulations to provide an effective  trading venue or monitoring  system to give
viability to such issues. In order to keep viability  amongst such stocks,  they
have  encouraged  the  National  Quotation  Bureau to create its own  electronic
market data  competition to NASD's Bulletin  Board.  The opportunity to become a
leader in trading  small  capital and limited  liquidity  stocks by providing an
open,  fully  automated  cost  effective,  transparent  marketplace  is  rapidly
growing.  By  incorporating  in its  place  trading  software  with an  intended
registration as an SRO, X Change intends to create a network of institutions and
individuals that will implement trading on the system.

Including private  individuals as full members with access to all markets on the
system opens the market to an almost unlimited number of associates. Through the
use of simple PC  connections  every  computer  nationwide can be connected as a
terminal not only for order  execution but for real time reporting of trades and
market  conditions.  XCI intends to charge a monthly fee for  connection  to the
service  and for the  software.  Once the  trading  structure  is in place,  the
universe  could grow to include other  under-served  or foreign  markets,  but a
defined  focus in this area will contain  scope,  minimize  risk and provide the
quickest  returns.  Expansion  into  foreign  markets  requires  the addition of
multi-market,  multi-instrument and multi-currency capabilities to existing base
programs being  licensed by XCI from OM Technology,  which has scheduled this as
an on going development.  Technology also allows access to domestic markets from
overseas  investors  via the  Internet  and  other  order  routing  methods.  In
addition,  local  points of presence  to foreign  investors  would be  available
through currently available technology.

Technology:

XCI has contracted  with OM Technology to do a design study for this project and
intends to contract with OM to implement this program with proprietary software,
hardware   infrastructure  and  support  services.   OM  is  an  internationally
recognized  leader  in  exchange  trading  systems.  Their  software  suite  and
integration  expertise  is  unrivaled.  They were the  pioneer  in "for  profit"
exchanges and offer valuable  expertise in establishing this venture as a profit
making investment for X Change.






The electronic trading system to be used will provide transparency; quotes based
on a Limit Book,  real-time trade reporting,  feed to NQB and a standard feed to
vendors such as Reuter's  etc. OM will be  installing  an NQB  interface for our
Service  Bureau  business.  The software  systems have the capability to perform
full customer accounting and will maintain client position information,  receive
securities orders via the Internet or a private network, perform price discovery
and  manage  orders  and  route  and  deliver   orders  to  multiple   execution
destinations. In addition, the software can communicate transaction confirmation
information  that is received back from the market to the order sending sources.
Trade  information  will be delivered to clearing  firms and updated  credit and
position information can be received from those clearing firms.

According X Change research, the electronic system brings with it expertise from
electronic exchanges around the world. The common limit order book can be set to
interact with one or more matching models.  For fairly  active/liquid  models, a
FIFO  continuous  match could be used while less liquid issues might revert back
to periodic  auction.  Large blocks or special  interest  orders may `trigger' a
call  auction.  The model can be  flexible  enough to meet the issue and  market
requirements.

Participants:

XCI's intent is to provide all market  participants or members--from  individual
investors  to  large  financial   institutions--with   the  ability  to  execute
transactions on a level playing field, at an extremely low cost. Membership will
be open to allow the most  number of  players  and by its very  nature  increase
liquidity.

XCI will have  subscribers  consisting  of any person  that has  entered  into a
contractual  agreement XCI to access such  alternative  trading  systems for the
purpose of effecting transactions in thinly traded securities or for submitting,
disseminating  or  displaying  orders  on  such  alternative   trading  systems,
including a customer,  member,  user or participant  in an  alternative  trading
system.  Anyone who deals with and  handles  orders for the OTC market can route
those  orders to The X Change.  XCI  estimates  that  within  the first  year of
operation it will enroll 700 members making 200,000 transactions per month.

Traders  will only be able to access  The X Change  via  broker/dealers,  all of
which will have  access to over 500  institutional  clients  connected  into the
IXNET hub.

Development Strategy:

XCI  anticipates  rolling out its  development  and  marketing  program in three
phases during the first 12 months of operation.

Phase I . XCI will launch its alternative trading system for stocks which do not
have the  liquidity  and  visibility  regarded as a  prerequisite  for an active
market.

Revenues are anticipated to be generated  within the first eighteen months after
the ATS is launched.  As previously  mentioned,  XCI is in  negotiations  with a
regional stock exchange to use its services for surveillance and compliance.

The  infrastructure is in place to connect to the International  Stock Exchange,
which is the first electronic stock exchange to trade options.  It is the intent
XCI to trade options side by side on a single screen which is something  that is
against  current  regulations to do on an exchange floor but can be accomplished
with electronic  access to simultaneous  exchange floors with modern  technology
available from OM Technology. The benefits include reduced trading risks.

Phase II. XCI will  commence  offering  access to its  system to U.S.  financial
services companies, broker-dealers and other regional exchanges.





XCI will market access to the system through front-end  platforms  developed for
it or through the customer's own brokerage platform.

In summary,  XCI's  objective,  commencing  immediately  and continuing  over an
estimated one year period,  is to provide an electronic  platform that will make
OTC securities markets available to financial  institutions and retail investors
in a centralized, fully-automated and efficient manner.

Management:

Cary Grant is the  principal  founder and president of XCI. Mr. Grant had been a
partner/founder  of Third  Market  Corp.  and  began his  career  as an  account
executive  with Merrill  Lynch.  Third Market Corp.  was an earlier client of OM
Technology  allowing  The X Change to leverage  the  relationship  into this new
venture,  with OM willing to defer licensing fees into the future because of its
confidence in the vision.  He also founded Grant  Financial  Corp., a specialist
firm on the floor of the Chicago  Stock  Exchange.  He  subsequently  sold Grant
Financial  to Rodman &  Renshaw.  Born and  raised  in  Chicago,  Mr.  Grant was
educated at Loyola  University  and the New York  Institute  of  Finance.  He is
presently a member of the  Security  Traders  Association  (STA),  the  Security
Traders Association of Chicago and the Securities Industry Association. He was a
member of the Chicago Stock  Exchange from 1981 to 1989 and the Chicago Board of
Options  Exchange from 1974 to 1981. He was nominated for the 1988  Entrepreneur
of the year by Venture Magazine and Arthur Young and Company.

Mark  Fadiman is the  founder of Palisade  Business  Press,  a New Jersey  based
cooperative publishing firm that has published close to 30 books on business and
finance  between 1998 and 2000 and supports top Wall Street firms such as Weiss,
Peck & Greer and RWB Advisory Services with magazines, newsletters and marketing
materials. Palisade Press also supervises advertorial programs for the financial
trade   publication   Ticker   magazine   and   Individual   Investor   magazine
(ca.:500,000).  Mark was previously  publisher and  editor-in-chief of the Money
Review  magazine and is the author of two  well-received  books on the financial
industry--Rebuilding  Wall Street (Simon & Schuster, 1992) and MarketShock (John
Wiley & Sons,  1994).  Fadiman  has held  numerous  reporting  positions  in the
financial media including Wall Street and banking  correspondent  for Investor's
Business Daily and retail brokerage and municipal  finance editor for Investment
Dealers  Digest  magazine.  He is founding  editor of the  financial  technology
newsletter Investment Management Technology and the retail brokerage magazine On
Wall Street (ca.:100,000 Thomson Corp.)




Location:

The Company's and XCI's offices are located at 150 North Michigan Avenue,  Suite
690,  Chicago,  IL 60601.  The telephone  number is (312) 332-4400 and facsimile
number is (312) 332-4401.

Regulatory Classification:

On December 8, 1998, the Securities and Exchange Commission issued new rules and
rule amendments  regarding the regulation of exchanges and  alternative  trading
systems (ATS).  The new SEC rules and amendments  allow an ATS to choose whether
to  register  as  national  exchanges  or  as  broker/dealers  and  comply  with
additional  requirements  under Regulation ATS. The amendments also make changes
to the  interpretation  of the definition of "exchange" and the rules  regarding
the registration as an exchange,  and exclude from the rule filing  requirements
for self-regulatory organizations (SRO's) certain pilot trading systems operated
by national securities exchanges and national securities associations. These new
rules  provide  options  to The X Change  in how best to take  advantage  of the
opportunity to introduce the next generation of equity trading platforms.

There are exemptions that XCI can take advantage of if it so chooses. Section 36
of the Exchange Act gives the SEC authority to exempt any person,  security,  or
transaction  from provisions of the Exchange Act. Under this authority,  the SEC
adopted  Exchange  Act Rule  3a1-1,  which  exempts  certain  entities  from the
definition  of  "exchange"  and  there for the  requirement  to  register  as an
exchange, if they are operated by a national securities association, comply with
new Regulation ATS, or are not required to comply with that regulation.

One such exemption that The X Change can use is a temporary  exemption from rule
filing  requirements for Pilot Trading Systems.  In order to provide an SRO with
the opportunity to better compete with ATS's registered as  broker/dealers,  the
SEC adopted new Rule 19b-5.  Rule 19b-5 allows SROs to operate new pilot trading
systems for up to two years without  pre-approval by the SEC.  Currently,  these
entities  are  required to submit a rule filing to the SEC for  approval  before
they  are  permitted  to  operate  any  new  trading  system.   The  X  Change's
relationship with the regional stock exchange  mentioned above could prove to be
invaluable. Taking the swift and easier regulatory route of first establishing a
Pilot program under the oversight of the regional stock  exchange,  but having a
partner  who can provide  the  knowledge,  experience  (such as  compliance  and
surveillance)  and  operational  structure  of a regional  exchange  gives The X
Change  instant  credibility.  Established  procedures  and well-run  facilities
insure a high degree of acceptance and success. Proven connectivity to SIAC (for
trade  reporting),  to NSCC (for clearing) and to member firms for order routing
shorten the development,  testing and  certification  cycles.  When XCI moves to
exchange status,  the connectivity to ITS as well as the business expertise with
the regional stock exchange will save the time and headaches during the process.

Ultimately  The X Change  will  choose to take  advantage  of these new rules by
creating a new National  Securities  Exchange and  Self-Regulatory  Organization
(SRO)  if it  receives  approval  from the SEC.  As an  "exchange,"  XCI will be
defined as such under  Section  3(a)(1) of the  Securities  Exchange Act of 1934
(Exchange  Act)  which  includes  a "market  place or  facilities  for  bringing
together  purchasers  and sellers or for  otherwise  performing  with respect to
securities the functions commonly  performed by a stock exchange".  The Adopting
Release  states that ATS's are  increasingly  performing  many of the  functions
typically carried out by registered  exchanges and are being used by many market
participants  as the  functional  equivalents  of  exchanges.  The SEC therefore
adopted new Rule 3b-16 under the Exchange  Act. Rule 3b-16 defines terms used in
the statutory definition of "exchange" in order to include systems,  such as The
X Change's ATS,  within the definition of "exchange".  Specifically,  Rule 3b-16
interprets  the terms used in the statutory  definition of "exchange" to include
any entity that (1) brings together the orders for securities of multiple buyers
and sellers and (2) uses established,  non-discretionary methods under which the
orders interact with each other,  and the buyers and sellers entering the orders
agree to the terms of a trade.





An ATS  registering as a National  Securities  Exchange must comply with all the
current requirements of registered  exchanges.  For example, an ATS must perform
all the  self-regulatory  responsibilities  of an exchange,  including enforcing
compliance by its members,  and persons  associated  with its members,  with the
federal  securities laws, and the rules of the exchange.  The  representation of
their members in the selection of directors and prohibits  registered  exchanges
from  granting new  membership to any person not  registered as a  broker/dealer
with the SEC or  associated  with a  broker/dealer.  An ATS  registering,  as an
exchange also would be required to trade only registered securities and would be
expected to become a participant in the national market system.

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This  filing  contains  certain  forward-looking  statements,  as defined in the
Private Securities Litigation Reform Act of 1995, and information relating to us
that are based on the beliefs of our management,  as well as assumptions made by
and information currently available to our management. When used in this filing,
the words estimate,  project,  believe,  anticipate,  intend, expect and similar
expressions  are  intended  to  identify   forward-looking   statements.   These
forward-looking  statements  reflect  our current  views with  respect to future
events  and are  subject to risks and  uncertainties  that  could  cause  actual
results to differ  materially from those  contemplated in these  forward-looking
statements.   You  are   cautioned   not  to  place  undue   reliance  on  these
forward-looking  statements,  which speak only as of the date on this filing. We
have no  obligation to publicly  release any revisions to these  forward-looking
statements to reflect events or  circumstances  after the date of this filing or
to reflect the occurrence of unanticipated events.

Item 2.  Acquisition or Disposition of Assets:  See Item 1, above.

Item 3.  Bankruptcy or Receivership:    Not Applicable.

Item 4.  Changes in Registrant's Certifying Accountant:  Not Applicable.

Item. 5.  Other Events.  Not Applicable.

Item 6.  Resignation of Registrant's Directors:  Not Applicable.

Item 7. Financial  Statements,  Pro Forma  Financial  Information  and Exhibits:
Pursuant  to the terms  and  conditions  of the  Reorganization  Agreement,  the
financial  statements  required  will be filed within the time  limitations  set
forth in applicable regulations.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Diversified Technologies Group, Inc.
(Registrant)


By: /s/ W. Steven Garrett
    W. Steven Garrett, Chief Executive Officer


Date: July 10, 2001





                                    EXHIBIT 1



                      Plan and Agreement of Reorganization






                      PLAN AND AGREEMENT OF REORGANIZATION
                                      UNDER
                   SECTION 368(b) OF THE INTERNAL REVENUE CODE


                      DIVERSIFIED TECHNOLOGIES GROUP, INC.
                                       AND
                           X-CHANGE CORPORATION, INC.

                               Boca Raton, Florida
                                 (June 28, 2001)

THIS AGREEMENT AND PLAN OF  REORGANIZATION  ("Agreement"  and  "Reorganization,"
either of which may be used in the  alternative)  has been  entered into on June
28,  2001  ("Closing  Date"),  to be  effective  July 1,  2001,  and is  between
Diversified   Technologies  Group,  Inc.,  a  publicly-held  and  traded  Nevada
corporation  ("DTGI"),  X-Change,  Inc.,  a  privately-held  Nevada  corporation
("XCI"), and the shareholder(s) of XCI, ("Shareholders").

THE FOLLOWING  PREMISES ARE AN INTEGRAL PART OF THIS AGREEMENT:  1. DTGI, solely
in exchange for  28,000,000  common shares of DTGI ("DTGI  Shares"),  desires to
acquire from the  Shareholders  100% of the  outstanding  capitalization  of XCI
(collectively,   the  "XCI  Shares").  2.  This  acquisition  will  make  XCI  a
wholly-owned  subsidiary of DTGI. 3. The Shareholders desire to acquire the DTGI
Shares  solely in exchange  for the XCI  Shares,  which  constitute  100% of the
outstanding  capital of XCI. 4. The governing  bodies of DTGI and XCI have found
it advisable for the benefit of each  corporation,  as well as their  respective
best  interests,  that  DTGI  acquire  XCI  as a  wholly-owned  subsidiary  and,
therefore, have approved this Agreement and the corresponding Reorganization. 5.
The Shareholders have likewise approved this Agreement.

THE PARTIES  ADOPT THIS  AGREEMENT AS A TAX-FREE  REORGANIZATION  UNDER  SECTION
368(b) OF THE INTERNAL REVENUE CODE AND AGREE AS FOLLOWS:

                                    ARTICLE I
               TRANSFER AND CONVEYANCE OF THE XCI AND DTGI SHARES

1.1.  Transfer  and  Conveyance.  Subject  to  all  of  the  terms,  conditions,
representations,  warranties  and  covenants  set forth in this  Agreement,  the
Shareholders  have  transferred and conveyed  (without  reservation and free and
clear  from  all  encumbrances)  to DTGI the XCI  Shares  on the  Closing  Date.
Correspondingly, DTGI has transferred and conveyed (without reservation and free
and clear from all encumbrances) to the Shareholders the DTGI Shares.

1.2. DTGI Directors and Officers.  The current members of the board of directors
of DTGI, as well as its sole executive  officers,  Messrs. W. Steven Garrett and
Richard Gregory, shall, subsequent to the consummation of this Agreement, resign
from the board and as executive  officer of DTGI and shall appoint Cary Grant as
their  replacement  board  member,  who shall then  appoint  other  directors in
accordance  with the bylaws of DTGI.  The current  board  members and  executive
officers of XCI shall  remain  unchanged  until such time as  additional  and/or
replacement board members and/or executive  officers are appointed in accordance
with the bylaws of XCI.

                                   ARTICLE II
                     REPRESENTATIONS, WARRANTIES, COVENANTS





2.1. Representations,  Warranties and Covenants of DTGI to XCI and Shareholders.
DTGI represents and warrants to XCI and the Shareholders, jointly and severally,
on the Closing Date as follows:  (a)  Authority:  All necessary  action has been
taken to make this  Agreement  a legal,  valid and  binding  obligation  of DTGI
enforceable  in  accordance  with its  terms  and  conditions.  (b) No Breach or
Violation:  The execution and delivery of this Agreement and the  performance by
DTGI of its obligations will not result in any breach or violation of or default
under  any  agreement,  indenture,  lease,  license,  mortgage,  instrument,  or
understanding,  nor  result  in any  violation  of any  law,  rule,  regulation,
statute,  order or decree of any kind, to which DTGI or any of its affiliates is
a  party  or by  which  they or any of  their  property  is or may be or  become
subject, nor in the violation of the articles or bylaws governing the conduct of
DTGI.  (c)  Non-Assessable  DTGI Shares:  The DTGI Shares have each been validly
issued and are fully paid for and  nonassessable.  (d) No Liens on DTGI  Shares:
The  DTGI  Shares  are not and  shall  not be or  become  subject  to any  lien,
encumbrance, security interest or financing statement whatsoever through any act
of DTGI or its affiliates;  further,  the DTGI Shares are not the subject of any
agreement other than this Agreement. (e) Outstanding  Commitments:  There are no
outstanding  commitments  (direct or indirect) which would cause the issuance or
transfer out of treasury of any additional proprietary interest of DTGI, whether
by common stock,  preferred stock, option,  warrant, debt or otherwise.  (f) SEC
and Tax Reports;  Filings: DTGI has delivered to XCI and Shareholders its annual
report on Form 10-KSB for the year ended  December 31, 2000,  and its  quarterly
reports on Form 10-QSB for the fiscal quarter ended March 31, 2001, all of which
were true and correct as of the date of filing and remain true and correct. DTGI
has provided to XCI and the Shareholders  full access to any and all information
desired  concerning  the  business  and  operations  of DTGI,  and DTGI has made
available to XCI and the  Shareholders  such  personnel as has been requested to
answer any and all  questions  which XCI and/or  the  Shareholders  may have had
concerning  their  investment  in DTGI.  DTGI is current in all of its  required
reports  under the  Securities  Exchange  Act of 1934.  DTGI is  current  in its
filings  with  all  federal  and  state  taxing  agencies,   including,  without
limitation,  the Internal  Revenue  Service.  DTGI has  delivered to XCI and the
Shareholders  its annual  report on Form 1040,  which was true and correct as of
the date of filing and remains true and correct. No taxes are due any federal or
state  agency.  (g) No  Undisclosed  Liabilities  or  Obligations.  DTGI  has no
obligations  or  liabilities  of any nature  (absolute,  accrued,  contingent or
otherwise,  and  whether  due or to become  due,  herein  "liabilities")  except
liabilities  fully reflected or reserved in the balance sheet filed as a part of
the  Form  10-QSB  dated  March  31,  2001;  further,  DTGI has no  assets.  (h)
Litigation.  There  is no  valid  legal,  administrative,  arbitration  or other
proceeding, claim or action of any nature or investigation pending or threatened
against or involving DTGI, or which questions or challenges the validity of this
Agreement,  or any action to be taken by DTGI  pursuant to this  Agreement or in
connection with the transactions  contemplated hereby, and DTGI does not know or
have any reason to know of any valid basis for any such  legal,  administrative,
arbitration or other proceeding, claim or action of any nature or investigation;
further,  DTGI is not subject to any valid judgment,  order or decree entered in
any lawsuit or proceeding which has an adverse effect on its business  practices
or on its ability to acquire any  property or conduct its  business in any area.
(i) Compliance  with Law. DTGI is in compliance  with all laws,  regulations and
orders  applicable  to  its  business;   further,  DTGI  has  not  received  any
notification that it is in violation of any law, regulation or order and no such
violation exists.  (j) Disclosure.  No  representations or warranties by DTGI in
this  Agreement  contain any untrue  statement of fact or omit to state any fact
necessary  in order to make the  statements  herein or therein,  in light of the
circumstances under which they were made, not misleading;  further, there are no
facts known to DTGI which (either  individually  or in the  aggregate)  could or
would materially and adversely affect or involve any substantial  possibility of
having a material,  adverse  effect on the condition  (financial or  otherwise),
results of operations,  assets, liabilities or businesses of DTGI which have not
been disclosed in this Agreement.






2.2. Representations,  Warranties and Covenants of XCI and Shareholders to DTGI.
XCI and the Shareholders each represents and warrants, jointly and severally, to
DTGI on the Closing Date as follows:  (a)  Authority:  All necessary  action has
been taken to make this Agreement a legal, valid and binding  obligations of XCI
and the  Shareholders  enforceable in accordance  with its terms and conditions.
(b) No Breach or Violation: The execution and delivery of this Agreement and the
performance by XCI and the Shareholders of their respective obligations will not
result in any breach or  violation of or default  under any material  agreement,
indenture, lease, license, mortgage, instrument, or understanding, nor result in
any  violation of any law,  rule,  regulation,  statute,  order or decree of any
kind, to which XCI, the Shareholders  and/or any of their respective  affiliates
is a party or by which they or any of them or any of their property is or may be
or become subject,  nor in the violation of any documents  governing the conduct
of either XCI or the Shareholders. (c) Non-Assessable XCI Shares: The XCI Shares
have each been validly issued and are fully paid for and  nonassessable.  (d) No
Liens on XCI Shares:  The XCI Shares are not and shall not be or become  subject
to any lien,  encumbrance,  security interest or financing statement  whatsoever
through any act of XCI and/or the Shareholders;  further, the XCI Shares are not
the subject of any agreement.  (e) Capital Percentage;  Outstanding Commitments:
The XCI Shares  represent 100% of the outstanding  proprietary  interest of XCI;
further,  there are no outstanding  commitments (direct or indirect) which would
cause the  issuance or transfer  out of treasury of any  additional  proprietary
interest of XCI, whether by common stock, preferred stock, option, warrant, debt
or otherwise. XCI shall remain a wholly-owned subsidiary of DTGI until such time
as those covenants set forth in Section 2.4 are fulfilled. (f) Audited Financial
Statements  and Tax Reports:  XCI and the  Shareholders  have  delivered or will
forthwith  deliver  within  the time  periods  set  forth in Form  8-KSB to DTGI
audited financial statements of XCI as of and for the yearly periods ended March
31, 2001, which  statements shall include an audit opinion,  balance sheet as of
March 31,  2001,  operating  and cash flow  statements  as of March 31,  2001, a
statement of changes in  shareholders'  equity from inception  through March 31,
2001, and footnotes.  The audit opinion is or will be unqualified  and states or
will state that these  financial  statements  were  audited in  accordance  with
Generally  Accepted Auditing Standards and present such statements in compliance
with Generally Accepted  Accounting  Principles.  XCI has also delivered or will
forthwith  deliver  within the time periods set forth in Form 8-KSB to DTGI,  if
required,  unaudited financial statements as of and for any period subsequent to
March 31, 2001, as required under  applicable  securities  statutes.  All of the
foregoing  financial  statements were or will be true and correct as of the date
of preparation, remain or will remain true and correct and comply or will comply
with  Regulation  S-X under the  Securities  Exchange  Act of 1934.  XCI and the
Shareholders  have provided to DTGI full access to any and all information which
either of them desired  concerning the business and operations of XCI and/or the
Shareholders.  XCI  and the  Shareholders  have  made  available  to  DTGI  such
personnel as has been  requested to answer any and all questions  which DTGI may
have had concerning its investment in XCI. XCI is current in all of its required
reports with all governmental  and local taxing  agencies.  No taxes are due any
governmental  or local agency.  XCI and the  Shareholders  have provided to DTGI
full access to any and all  information  it desired  concerning the business and
operations  of XCI. XCI and the  Shareholders  have made  available to DTGI such
personnel as has been  requested to answer any and all questions  which DTGI may
have had concerning  its  investment in XCI. (g) No  Undisclosed  Liabilities or
Obligations.  XCI has no obligations  or  liabilities  of any nature  (absolute,
accrued,  contingent  or  otherwise,  and whether  due or to become due,  herein
"liabilities")  except  liabilities  fully  reflected or reserved in the balance
sheet dated March 31, 2001. (h) Litigation.  There is no legal,  administrative,
arbitration or other proceeding,  claim or action of any nature or investigation
pending or threatened against XCI and/or the Shareholders, or which questions or
challenges  the  validity  of this  Agreement  or any  action to be taken by XCI
and/or the  Shareholders  pursuant to this  Agreement or in connection  with the
transactions  contemplated  hereby,  and XCI and the Shareholders do not know or
have any reason to know of any valid basis for any such  legal,  administrative,
arbitration or other proceeding, claim or action of any nature or investigation.
XCI and the  Shareholders  are not  subject  to any  judgment,  order or  decree
entered  in any  lawsuit  or  proceeding  which has an  adverse  effect on their
business  practices or on their ability to acquire any property or conduct their
business in any area.  (i)  Compliance  with Law. XCI is in compliance  with all
laws,  regulations and orders applicable to its business and neither XCI nor the
Shareholders  have received any  notification  that they are in violation of any
law,  regulation  or order and no such  violation  exists.  (j)  Disclosure.  No
representations  or warranties made by XCI and/or the  Shareholders  contain any
untrue  statement  of fact or omit to state any fact  necessary in order to make
the statements herein or therein, in light of the circumstances under which they
were made, not misleading;  further,  there are no facts known to XCI and/or the
Shareholders  which (either  individually  or in the  aggregate)  could or would
materially and adversely affect or involve any substantial possibility of having
a material, adverse effect on the condition (financial or otherwise), results of
operations,  assets,  liabilities  or  businesses  of XCI  which  have  not been
disclosed in this Agreement.





2.3.  Understandings  of the  Shareholders.  The Shareholders  each individually
acknowledges,  understands  and agrees that: (a)  Certificate.  The  certificate
representing the DTGI Shares will bear a legend restricting their transfer under
Rule 144 of the  Securities  Act of 1933 and will be issued  solely in his name.
(b) No Securities  Act  Registration.  The DTGI Shares have not been  registered
under the Securities Act of 1933 or any applicable state law (collectively,  the
"Securities  Act").  The  DTGI  Shares  may  not  be  sold,  offered  for  sale,
transferred, pledged, hypothecated or otherwise disposed of except in compliance
with the Securities Act. DTGI has no obligation,  and does not intend,  to cause
the DTGI Shares to be registered under the Securities Act, or to comply with any
exemption  under the  Securities Act that would permit a sale or sales of all or
any portion of the DTGI Shares.  The legal  consequences  of the foregoing  mean
that the Shareholders  must bear the economic risk of his investment in the DTGI
Shares  for an  indefinite  period of time.  If any of them  desires  to sell or
transfer all or any part of the DTGI Shares within the restricted  period,  DTGI
may  require  such  Shareholder's  counsel to provide a legal  opinion  that the
transfer may be made without  registration under the Securities Act. (c) Lack of
Agency  Findings.   No  federal  or  state  agency  has  made  any  findings  or
determination as to the fairness of an investment in DTGI or any  recommendation
or  endorsement  of this  investment.  (d) No Market for DTGI  Shares.  There is
presently only an extremely limited market for the DTGI Shares and no market may
exist in the future  for any sale or sales of all or any  portion  thereof.  (e)
Commitments to Investments.  Shareholder's commitment to investments that are no
readily marketable is not  disproportionate  to his net worth and his investment
in the DTGI  shares  will not cause his  commitment  to  become  excessive.  (f)
Financial  Ability.  Shareholders has the financial ability to bear the economic
risks of this investment, has adequate means of providing for his current needs,
and has no need for liquidity in this  investment.  (g) High Risk of Investment.
The  Shareholders  has  evaluated the high risks of investing in the DTGI Shares
and has such  knowledge  and  experience  in financial  and business  matters in
general and in  particular  with respect to this type of  investment  that he is
capable of evaluating  the merits and risks of an investment in the DTGI Shares.
(h)  Opportunity  to  Investigate  Investment.  Shareholders  has been given the
opportunity  to ask questions of and receive  answers from DTGI  concerning  the
terms and  conditions of this  investment and to obtain  additional  information
necessary  to verify  the  accuracy  of the  information  it desired in order to
evaluate his  investment.  In evaluating the suitability of an investment in the
DTGI Shares, the Shareholders have not relied upon any  representations or other
information  (whether oral or written)  other than that furnished by DTGI or the
representatives  of  DTGI.  (i)  Opportunity  to  Consult   Professionals.   The
Shareholders have had the opportunity to discuss with their professional, legal,
tax and financial  advisers the  suitability of an investment in the DTGI Shares
for their  particular tax and financial  situation and all information that they
have provided to DTGI  concerning  themselves  and their  financial  position is
correct and complete.  (j) Reliance. In making the decision to purchase the DTGI
Shares the Shareholders have relied solely upon independent  investigations made
by  them  or on  their  behalf.  (k)Investment  Purpose.  The  Shareholders  are
acquiring the DTGI Shares solely for their own account,  for investment purposes
only, and are not purchasing  with a view to, or for, the resale,  distribution,
subdivision or fractionalization thereof.

2.4.  Covenants  of XCI and the  Shareholders.  XCI  and the  Shareholders  each
individually  covenant with DTGI that,  immediately  upon  consummation  of this
Agreement,  they shall  forthwith  undertake to fully and timely  implement  the
business plan of XCI and shall further  undertake such public relations  efforts
as are necessary to provide for the full and fair  dissemination  of information
pertaining  to such  implementation  to the public.  The parties  agree that the
criteria for  determining  the success of the foregoing shall be the purchase in
the market of no less than  1,000,000  DTGI common shares at a price of not less
than $1.00 per share.  In the event  that XCI  and/or the  Shareholders  are not
successful  in this  endeavor,  this  Agreement  may be rescinded as provided in
ARTICLE III, Section 3.2 below.  XCI and the  Shareholders  shall not, until the
successful  completion of this covenant,  either issue additional shares of DTGI
or transfer  the DTGI Shares.  The DTGI Shares  shall be held in escrow  pending
completion of this covenant.

                                   ARTICLE III
           REMEDY FOR BREACH OF REPRESENTATIONS, WARRANTIES, COVENANTS

3.1. Breach of Representations, Warranties and/or Covenants by DTGI: DTGI agrees
and accepts that, in the event of it being or becoming in material breach of any
or all representations,  warranties or covenants given by it pursuant to ARTICLE
II Section 2.1 hereof,  whether by purposeful act,  negligence,  accident on its
part or for no reason or otherwise, it has and will have no means or assets with
which to remedy such breach;  therefore,  in such circumstances,  this Agreement
shall be rescinded  forthwith  upon such breach being evident and the XCI Shares
shall be returned to the Shareholders  without cost or penalty,  and XCI and the
Shareholders  shall forthwith and forever be relieved of any and all obligations
undertaken by them, either individually or joint and severally, in entering into
and executing this Agreement after returning to DTGI the DTGI Shares.






3.2.  Breach of  Representations,  Warranties  and/or  Covenants  by XCI  and/or
Shareholders:  XCI and the Shareholders each individually agree and accept that,
in the  event of their  being  or  becoming  in  material  breach  of any or all
representations,  warranties  or covenants  given by either of them  pursuant to
ARTICLE II Sections  2.2,  2.3 and/or 2.4  hereof,  whether by  purposeful  act,
negligence, accident on either of their parts or for no reason or otherwise, the
former management of DTGI may elect to notify XCI and the Shareholders of DTGI's
rescission  of this  Agreement  and this  Agreement  shall be  deemed  rescinded
forthwith and the XCI Shares shall be returned to the Shareholders  without cost
or penalty, and XCI and the Shareholders shall forthwith and forever be relieved
of any and all obligations  undertaken by them, either individually or joint and
severally, in entering into and executing this Agreement after returning to DTGI
the DTGI Shares.

                                   ARTICLE IV
                                  MISCELLANEOUS

4.1. Entire  Agreement.  This Agreement sets forth the entire agreement  between
the  parties  with  respect  to the  subject  matter  and  supersedes  all prior
agreements, understandings,  promises, warranties, covenants and representations
made by any party to the other concerning the subject matter and terms.

4.2. Modification.  This Agreement may not be released,  discharged,  amended or
modified  in any  manner  except  by an  instrument  in  writing  signed by duly
authorized representatives of all parties.

4.3.  Severability.  The invalidity or unenforceabilty of any one or more of the
provisions of this Agreement shall not affect the validity or  enforceability of
any one or more of the other  provisions,  and this Agreement shall be construed
in all respects as if such invalid or unenforceable provisions are omitted.

4.4. Governing Law. This Agreement shall be deemed to have been entered into and
shall be  construed  and  enforced in  accordance  with the laws of the State of
Florida.

4.5.  Waivers.  The failure of any party to insist on the  performance of any of
the terms,  conditions and/or covenants or to otherwise exercise any right shall
not be  construed  as a waiver  of the  future  performance  of any  such  term,
condition and/or  covenant.  Waiver on one occasion is not a waiver on any other
occasion.

4.6.  Headings.  The  headings in the  articles,  sections  and  paragraphs  are
included  for  convenience  only  and  are  not  to be  used  in  construing  or
interpreting this Agreement.

4.7. Notice.  All notices,  demands,  or requests shall be in writing and served
either  personally,  by certified  mail,  return receipt  requested,  by Federal
Express or other reputable overnight courier, or by facsimile, as follows:

If to DTGI:                     Diversified Technologies Group, Inc.

If to XCI and/or Shareholders::     c/o X-Change Corporation, Inc.

4.8. Successor and Assigns.  This Agreement shall be binding on and inure to the
benefit of the parties, their respective successors, successors-in-title,  heirs
and permitted assigns, if any, and each and every  successor-in-interest  to any
party,  whether such successor acquires such interest by way of gift,  purchase,
foreclosure,  or by any other legal method, who shall hold such interest subject
to all the terms and conditions of this Agreement.

4.9. Counterparts. This Agreement may be executed in any number of counterparts,
each of  which  shall  be an  original,  but  all  counterparts  shall  together
constitute one and the same instrument.

4.10.  Attorneys' Fees. In the event of any dispute,  the prevailing party shall
be entitled to receive a reimbursement of their  reasonable  attorneys' fees and
such other  costs and  expenses as are  reasonably  incurred  in  resolving  the
dispute.

4.11.  Expenses.  Each party shall pay the expenses incurred by them under or in
connection with this Agreement, including counsel fees and the expenses of their
respective representatives.






4.12.   Survival   of   Representations,    Warranties   and   Covenants.    The
representations,  warranties and covenants shall survive  execution and closing,
and shall be unaffected by any investigation made by any party at any time.

4.13.  Further  Assurances.  At any time and from time to time after the Closing
Date, all parties shall execute such additional  instruments and take such other
and further  action as may be  reasonably  requested by any other party to carry
out the intent and purpose of this Agreement.

4.14. Brokers. No party has engaged or is otherwise liable for any amount due or
to become due to any broker or sales agent in regards of the transactions giving
rise to and/or  evidenced  by this  Agreement.  In the  event  that any claim is
asserted by any person claiming a commission and/or finder's fee with respect to
this  Agreement  arising from any act,  representation  or promise of a party or
their representative(s), such party shall indemnify, save, defend and hold every
other  party  harmless  from and  against  any and all such  claims,  as well as
against all related costs and expenses, including attorneys' fees and costs.

THE PARTIES HAVE CAUSED THIS  AGREEMENT TO BE EXECUTED AND DELIVERED ON THE DATE
FIRST ABOVE WRITTEN TO BECOME EFFECTIVE, IF AT ALL, AT CLOSING.

DIVERSIFIED TECHNOLOGIES GROUP, INC., a Nevada corporation ("DTGI")


By: /s/ Steven Garrett
        W. Steven Garrett, President

X-CHANGE CORPORATION, INC.


By: /s/ Cary Grant
      Authorized Representative

SHAREHOLDERS OF XCI:

/s/ Cary Grant