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<SEC-DOCUMENT>0001193805-07-000015.txt : 20070104
<SEC-HEADER>0001193805-07-000015.hdr.sgml : 20070104
<ACCEPTANCE-DATETIME>20070104161134
ACCESSION NUMBER:		0001193805-07-000015
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20061229
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
FILED AS OF DATE:		20070104
DATE AS OF CHANGE:		20070104

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:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-20936
		FILM NUMBER:		07509549

	BUSINESS ADDRESS:	
		STREET 1:		SHENNAN ZHONG ROAD
		STREET 2:		PO BOX 031-114
		CITY:			SHENZHEN
		STATE:			F4
		ZIP:			518000
		BUSINESS PHONE:		212-561-3604

	MAIL ADDRESS:	
		STREET 1:		SHENNAN ZHONG ROAD
		STREET 2:		PO BOX 031-114
		CITY:			SHENZHEN
		STATE:			F4
		ZIP:			518000
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e601386_8k-diversifax.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>

                       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):
                                December 29, 2006

                                DIVERSIFAX, INC.

             (Exact Name of Registrant as Specified in its Charter)

Delaware                            000-20936                       13-3637458
- --------                            ---------                       ----------
State of                            Commission                      IRS Employer
Incorporation                       File Number                     I.D. Number

                               Shennan Zhong Road
                                 PO Box 031-114
                                 Shenzhen, China
                     --------------------------------------
                     Address of principal executive offices

                   Registrant's telephone number: 212-561-3604

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 5.02  Departure of Directors or Principal Officers, Election of Directors;
           Appointment of Principal Officers

      On December 11, 2006, as previously announced and reported in the
Company's Report on Form 8-K, filed on December 12, 2006, the Company
consummated the Merger Transaction, whereby DFAX Acquisition Vehicle, Inc.
("DFAX"), a wholly owned subsidiary of the Company, merged with and into Upper
Class Group Limited ("UCG"), pursuant to the terms and conditions of that
certain Agreement and Plan of Merger, dated as of December 10, 2006, by and
among the Company, DFAX, UCG, and the shareholders of UCG, as more particularly
described in the Company's Report on Form 8-K, dated December 12, 2006.

      As a result of the Merger Transaction, the Company believes that the
appointment of a new management team would be beneficial to the Company and its
shareholders.

      Prior to the closing of the Merger Transaction, Juxiang Yu had been
President, Secretary, and sole director of the Company. Effective upon the
filing and distribution of such documents as are required under the Securities
Exchange Act of 1934, as amended, and the expiration of all applicable grace
periods, Ming Yang, who prior to the Merger Transaction was a shareholder of
UCG, and Naihui Miao (the "New Directors") were appointed to, and Juxiang Yu
resigned from, the Board of Directors of the Company.

      Effective upon the close of business of December 29, 2006, Juxiang Yu
resigned from his position as Chief Executive Officer and Chief Financial
Officer of the Company. As Sole Director of the Company, Juxinag Yu appointed
Ming Yang to the positions of Chairman and Chief Executive Officer, Naihui Miao
to the position of Secretary and Min Li to the position of Chief Financial
Officer (the "New Officers"), such appointments became effective upon the close
of business of December 29, 2006.

      The New Officers and the New Directors have the following business
experience:

Ming Yang -

      Since July 2000, Ming Yang has served as Chairman of Shouguang City Yuxin
Chemical Company Limited. Since May 2005, Mr. Yang has served as Chairman of
Shouguang City Haoyuan Chemical Company Linited, Shouguang City He Mao Yuan
Bromize Company Limited, and Shouguang City Qing River Real Estate Construction
Company.

Min Li -

      Since January 2006, Min Li has served as Chief Financial Officer for
Shouguang City Haoyuan Chemical Company Limited. From 2004 to 2006, Mr. Li
served as Manager of Financial and Asset Management Department for Shouguang
City Yuxin Chemical Company Limited. From 2000 to 2004, Mr. Li served as Manager
of Accounting Department for the Yang Kou Brach of the China Construction Bank.

Naihui Miao -

      Since January 2006, Naihui Miao has served as Vice President of Shouguang
City Haoyuan Chemical Company Limited. From 2005 to 2006, Mr. Miao served as
Vice President of Shouguang City Yuxin Chemical Company Limited. From 1991 to
2005, Mr. Miao served as a Manager and then Vice President of Shouguang City
Commercial Trading Center Company Limited.


                                        2
<PAGE>

                                   SIGNATURES

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

Dated: January 4, 2007

                                              DIVERSIFAX, INC.


                                              By: /s/ Ming Yang
                                                  ------------------------------
                                                  Name: Ming Yang
                                                  Title: Chief Executive Officer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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