<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>assetsale.txt
<DESCRIPTION>DFAX SALE OF ASSETS
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington D.C. 20549


                                    FORM 8-K

   CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                                  ACT OF 1934.


                                 August 10, 2006
                Date of Report (Date of Earliest Event Reported)



                                Diversifax, Inc.
               (Exact name of Registrant as specified in charter)



                         Commission File Number: 0-20936



    Delaware                                                  13-3637458
 (State  of  Incorporation)                          (I.R.S.Employer  I.D.  No)



            4274 Independence Court, Sarasota, Florida 34234-2109
                     (Address of Principal Executive Offices)


                                 (941) 351-2720
              (Registrant's Telephone Number, Including Area Code)


     Check  the  appropriate  box  below  if  the Form 8-K filing is intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  Instruction  A.2.  below):

[ ]     Written communications pursuant to Rule 425 under the Securities Act (17
CFR  230.425)
[  ]     Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR  240.14a-12)
[  ]     Pre-commencement  communications  pursuant  to  Rule 14d-2(b) under the
Exchange  Act  (17  CFR  240.14d-2(b))
[  ]     Pre-commencement  communications  pursuant  to  Rule 13e-4(c) under the
Exchange  Act  (17  CFR  240.13e-4(c))

<PAGE>

Item  1.01     ENTRY  INTO  A  MATERIAL  DEFINITIVE  AGREEMENT

     See  Item  2.01.


Item  2.01     COMPLETION  OF  ACQUISITION  OR  DISPOSITION  OF  ASSETS.

     On  August 10, 2006, the Registrant agreed to sell and consummated the sale
of  substantially  all  of  its assets.  The assets consisted of used equipment,
inventory,  contract rights, and approximately $83,000 in cash.  The assets were
purchased  by  Dr.  Irwin  Horowitz,  the  Registrant's chief executive officer,
director  and  controlling  stockholder.  In  consideration  for the assets, Dr.
Horowitz  forgave  liabilities  of  the  Registrant  to  him  of  approximately
$2,822,000.  The  liabilities  consisted  of  approximately  $1,518,000  in cash
advances made to the Registrant by Dr. Horowitz, accrued but unpaid compensation
of approximately $1,117,000 and accrued interest of approximately $270,000.  The
purchase  price  for  the  assets  was  determined  by the Registrant's board of
directors,  of  which  Dr.  Horowitz  is  a  member,  after consultation with an
unrelated  third  party  appraiser.


                                   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.

                                                     Diversifax,  Inc.


                                               By:     /s/Irwin  Horowitz
                                                  -----------------------
                                              Irwin  Horowitz,  President



</TEXT>
</DOCUMENT>
