-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 NYn5QPI472LnSsa3IvJkYOw+3EB7OONncWYEvgFqc6zWQhjLFF/zzAtf3/6KyCVf
 3DtfrZw03WeWlvTXA0MyPg==

<SEC-DOCUMENT>0000885462-06-000031.txt : 20060822
<SEC-HEADER>0000885462-06-000031.hdr.sgml : 20060822
<ACCEPTANCE-DATETIME>20060822162808
ACCESSION NUMBER:		0000885462-06-000031
CONFORMED SUBMISSION TYPE:	8-K/A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20060810
ITEM INFORMATION:		Completion of Acquisition or Disposition of Assets
FILED AS OF DATE:		20060822
DATE AS OF CHANGE:		20060822

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DIVERSIFAX INC
		CENTRAL INDEX KEY:			0000885462
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-MAILING, REPRODUCTION, COMMERCIAL ART & PHOTOGRAPHY [7330]
		IRS NUMBER:				133637458
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		8-K/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-20936
		FILM NUMBER:		061048996

	BUSINESS ADDRESS:	
		STREET 1:		4274 INDEPENDENCE CT
		CITY:			SARASOTA
		STATE:			FL
		ZIP:			34241-2109
		BUSINESS PHONE:		9413512720

	MAIL ADDRESS:	
		STREET 1:		4274 INDEPENDENCE CT
		CITY:			SARASOTA
		STATE:			FL
		ZIP:			34241-2109
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>assetsaleamendment1.txt
<DESCRIPTION>ASSET SALE AMENDMENT # 1
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               Washington D.C. 20549


                                    FORM 8-K/A

   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>

Amendment nunber 1:


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 $53,000 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
$2,575,000.  The  liabilities  consisted  of  approximately  $1,150,000  in cash
advances made to the Registrant by Dr. Horowitz, accrued but unpaid compensation
of approximately $1,150,000 and accrued interest of approximately $280,000.  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>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
