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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001193805-07-000505.txt : 20070220
<SEC-HEADER>0001193805-07-000505.hdr.sgml : 20070219
<ACCEPTANCE-DATETIME>20070220154642
ACCESSION NUMBER:		0001193805-07-000505
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20070220
ITEM INFORMATION:		Changes in Registrant.s Certifying Accountant
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070220
DATE AS OF CHANGE:		20070220

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
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-20936
		FILM NUMBER:		07635516

	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>e601642_8k-gulfresources.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):
                                February 20, 2007

                              GULF RESOURCES, 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

        CHEMING INDUSTRIAL PARK, UNIT - HAOYUAN CHEMICAL COMPANY LIMITED,
                                 SHOUGUANG CITY,
                             SHANDONG, CHINA 262714
                             ----------------------
                     Address of principal executive offices

                  Registrant's telephone number: (212) 561-3604

                                DIVERSIFAX, INC.
                                ----------------
          (Former Name or Former Address, if Changed Since Last Report)

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 4.01 CHANGES IN REGISTRANT'S CETIFYING ACCOUNTANT.

            (a) On February 20, 2007, Diversifax, Inc. n/k/a Gulf Resources,
Inc. ("we" or the "Company") appointed the firm of Morison Cogen LLP ("New
Auditor") as the Company's independent auditor and, as of such date, dismissed
the firm of Pender Newkirk & Company LLP ("Former Auditor"), which had been
serving as the Company's independent auditor up to such date.

            (b) The reports of the Former Auditor on the Company's financial
statements for the fiscal years ended November 30, 2005 and November 30, 2006
did not contain an adverse opinion, a disclaimer of opinion or any
qualifications or modifications related to uncertainty, limitation of audit
scope or application of accounting principles, except that report of the Former
Auditor on the Company's financial statements for the fiscal year ended November
30, 2005 expressed "substantial doubt about the Company's ability to continue as
a going concern" and state that "The financial statements do not include any
adjustments that might result from the outcome of this uncertainty". During the
fiscal years ending November 30, 2005 and November 30, 2006 and the period from
November 30, 2006 to February 20, 2007, the Company did not have any
disagreements (within the meaning of Instruction 4 of Item 304 of Regulation
S-K) with the Former Auditor as to any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure and
there have been no reportable events (as defined in Item 304 of Regulation S-K).

            (c) The Company has not consulted with the New Auditor regarding the
application of accounting principles to a specified transaction or the type of
audit opinion that might be rendered on the Company's financial statements
during the two most recent fiscal years through the present.

            (d) A letter of the Former Auditor addressed to the Securities and
Exchange Commission is included as Exhibit 16.1 to this report on Form 8-K. Such
letter states that such firm agrees with the statements made by the Company in
this Item 4.01 as they refer to such firm.

            (e) The dismissal of the Former Auditor and appointment of the New
Auditor as the Company's independent auditor was approved by the Board of
Directors of the Company on February 20, 2007.

Item 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
           YEAR.

      On February 20, 2007, we changed our name from Diversifax, Inc. to Gulf
Resources, Inc., by filing a Certificate of Amendment of Certificate of
Incorporation with the Secretary of State of Delaware. Except for the change in
our name, the Certificate of Amendment of Certificate of Incorporation did not
alter any other provision of our Certificate of Incorporation. Our Board of
Directors and shareholders approved our name change. Our shareholders may
continue to make sales or transfers using stock certificates which have our old
name imprinted on them.

      In addition, we have been advised by the NASD that, as of February 20,
2007, the trading symbol for our common stock on the OTC Bulletin Board will be
changed from "DSFX" to "GUFR".


                                       2
<PAGE>

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

3.1        Registrant's Certificate of Amendment of Articles of Incorporation.
16.1       Letter of Pender Newkirk & Company LLP to the Securities and Exchange
           Commission pursuant to the requirements of Item 304(a)(3) of
           Regulation S-B.


                                       3
<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: February 20, 2007


                                                     GULF RESOURCES, INC.


                                                     By: /s/ Ming Yang
                                                         -----------------------
                                                         Ming Yang,
                                                         Chief Executive Officer


                                       4
<PAGE>

                                  Exhibit Index

3.1        Registrant's Certificate of Amendment of Articles of Incorporation.
16.1       Letter of Pender Newkirk & Company LLP to the Securities and Exchange
           Commission pursuant to the requirements of Item 304(a)(3) of
           Regulation S-B.


                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>e601642_ex3-1.txt
<DESCRIPTION>REGISTRANT'S CERTIFICATE OF AMENDMENT
<TEXT>
                                   Exhibit 3.1

            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       OF

                                DIVERSIFAX, INC.

                                   * * * * * *

            IT IS HEREBY CERTIFIED THAT:

      FIRST: The name of the corporation is Diversifax, Inc. (hereinafter called
the "Corporation").

      SECOND: The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article First thereof and by substituting in lieu of
said Article the following new Article:

      "FIRST: The name of the corporation (hereinafter called the "Corporation")
is Gulf Resources, Inc."

      THIRD: The amendment of the Certificate of Incorporation herein certified
has been duly adopted and written consent has been given in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.

      FOURTH: The effective time of the amendment herein certified shall be
February 20, 2007.

      IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Certificate of Incorporation to be signed by its duly authorized
officer this 13th day of February 2007.

                                              By: /s/ Ming Yang
                                                  ------------------------------
                                              Name: Ming Yang
                                              Title: Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>3
<FILENAME>e601642_ex16-1.txt
<DESCRIPTION>LETTER OF PENDER NEWKIRK & COMPANY LLP
<TEXT>
                                  EXHIBIT 16.1

                          PENDER NEWKIRK & COMPANY LLP

February 16, 2007

Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Dear Sir/Madam:

We have read the statements included in the Form 8-K dated February 2007, of
Diversifax, Inc., to be filed with the Securities and Exchange Commission and
are in agreement with the statements contained in Item 4.01 insofar as they
relate to our dismissal and our audits for the years ended November 30, 2005 and
2006, and our reviews of interim financial statements.

Very truly yours,


/s/ PENDER NEWKIRK & COMPANY LLP
- -----------------------------------------
Pender Newkirk & Company LLP
Certified Public Accountants
Tampa, Florida
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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