UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                   FORM 10-QSB



[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934.

[ ]  FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2005 TRANSITION REPORT PURSUANT
     TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

                   FOR THE TRANSITION PERIOD FROM, 20, TO, 20.
                             COMMISSION FILE NUMBER



                                 DIVERSIFAX INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)



                          DELAWARE          13-3637458
                         (STATE OR OTHER JURISDICTION OF
 INCORPORATION OR ORGANIZATION)          (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

              4274 INDEPENDENCE COURT, SARASOTA, FLORIDA 34234-2109
                     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                 (941) 351-2720
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)



     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES     NO [X]
There were 26,626,200 shares of the Registrant's $.001 par value common stock
outstanding as of August 31, 2005.
Transitional Small Business Format (check one)    Yes      NO [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange
Act).  Yes [X]    NO


                                     -1-
<PAGE>

                                 DIVERSIFAX INC.
                                   FORM 10-QSB
                      FOR THE QUARTER ENDED AUGUST 31, 2005

PART I  -  FINANCIAL  INFORMATION
     Item  1  -
     Financial Statements
     Consolidated   Balance  Sheet  for  August 31, 2005 (unaudited)
     Consolidated Statements of  Operations  (unaudited) for the three and
     nine months ended August 31, 2005     and  2004
     Consolidated  Statements  of Cash Flows (unaudited) for the nine
     months ended August 31, 2005 and 2004

Notes to Consolidated Condensed Financial Statements

Item  2  -
Management's Discussion and Analysis of Financial Condition and Results of
Operations

     Item 3 -
     Controls and Procedures


PART II  -  OTHER  INFORMATION
     Item  1  -  Legal  Proceedings
     Item  2  - Unregistered  Sales  of  Equity  Securities  and
                Use  of Proceeds
     Item 3 -   Defaults Upon Senior Securities
     Item 4 - Submission of Matters To A Vote of     Security Holders
     Item 5 - Other Information
     Item 6 - Exhibits











                                     -2-
<PAGE>
<TABLE>
<CAPTION>


DIVERSIFAX INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET



                                                                August 31,
                                                                   2005
                                                               (Unaudited)
---------------------------------------------------------------------------
<S>                                                            <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents                                      $     47,835
Other current assets                                                    500
Note receivable                                                      25,000
                                                               -------------
     TOTAL CURRENT ASSETS                                            73,335

Equipment and vehicles, net                                          24,981

Note receivable, less allowance                                      30,625

Investment, Evolve One, Inc.                                        535,000
                                                               -------------

                                                               $    663,941
                                                               =============


LIABILITIES AND STOCKHOLDERS'  DEFICIT
CURRENT LIABILITIES
Current maturities of long-term debt and notes payable         $     10,551
Accounts payable                                                     34,028
Accrued expenses and other current liabilities                        1,933
Accrued payroll, stockholder                                      1,018,064
Loan payable, officer/stockholder                                 1,807,486
Deferred revenue                                                    205,000
                                                               -------------
     TOTAL CURRENT LIABILITIES                                    3,077,062
                                                               -------------

Long-term debt and notes payables, less current maturities           16,172
                                                               -------------

STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 40,000,000 shares authorized;
    26,626,200 shares issued; 26,299,702 shares outstanding          26,626
Additional paid-in capital                                       11,641,395
Accumulated deficit                                             (13,828,966)
                                                               -------------
                                                                 (2,160,945)
Less:  Treasury stock; 326,498 shares at cost                      (268,348)
                                                               -------------
     TOTAL STOCKHOLDERS' DEFICIT                                 (2,429,293)
                                                               -------------

                                                               $    663,941
                                                               =============

</TABLE>






                                     -3-
<PAGE>
DIVERSIFAX  INC.  &  SUBSIDIARIES
CONSOLIDATED  STATEMENTS  OF
OPERATIONS  (UNAUDITED)


<TABLE>
<CAPTION>


                                           Three Months Ended                 Nine Months Ended
                                                  August 31,                         August 31,
                                     -------------------------          -------------------------


                                            2005          2004          2005          2004
                                        ------------  ------------  ------------  ------------
<S>                                     <C>           <C>           <C>           <C>           <C>

SALES
  Coin and leasing revenue              $   115,355   $   137,451   $   427,554   $   547,009
  Service fees                              218,676         4,988       399,926         4,988
                                        ------------  ------------  ------------  ------------
                                            334,031       142,439       827,480       551,997
                                        ------------  ------------  ------------  ------------

COSTS AND EXPENSES
  Cost of sales                              79,942        78,064       263,220       287,253
  Depreciation expense                        2,294         3,197         6,889         9,554
  Selling, general and administrative       121,528        96,126       327,226       304,166
                                        ------------  ------------  ------------  ------------
                                            203,764       177,387       597,335       600,973
                                        ------------  ------------  ------------  ------------

NET OPERATING INCOME (LOSS)                 130,267       (34,948)      230,145       (48,976)
                                        ------------  ------------  ------------  ------------

OTHER (INCOME) EXPENSE
  Other income                              (19,144)      (48,025)      (90,676)      (85,525)
  Interest income                                 0        (2,624)       (5,428)       (8,450)
  Interest expense                           10,130        10,021        30,152        30,133
                                        ------------  ------------  ------------  ------------
                                             (9,014)      (40,628)      (65,952)      (63,842)
                                        ------------  ------------  ------------  ------------

NET INCOME                              $   139,281   $     5,680   $   296,097   $    14,866
                                        ============  ============  ============  ============

NET EARNING PER SHARE
  Basic                                 $       .01     $       .00   $       .01         $.00
                                        ------------  ------------  ------------  ------------  ----
  Diluted                               $       .01    $       .00   $       .01          $.00
                                        ------------  ------------  ------------  ------------  ----

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING
  Basic                                  26,626,200    26,626,200    26,626,200    26,626,200
                                        ============  ============  ============  ============
  Diluted                                26,626,200    42,334,297    30,521,355    42,334,297
                                        ============  ============  ============  ============


</TABLE>





                                     -4-
<PAGE>


DIVERSIFAX  INC.  & SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>




Nine Months Ended   August 31,                                2005        2004

<S>                                                        <C>         <C>
 OPERATING ACTIVITIES:
Net income                                                 $ 296,097   $  14,866
Adjustments to reconcile net income to net cash (used)
provided by operating activities:
    Depreciation                                               6,889       9,554
    Gain on sale of equipment                                (31,850)          0
    Loss on note receivable                                   39,160           0
    Amortization of deferred revenue                        (455,000)    (56,250)
    Decrease  in other current assets                              0       2,983
Increase (decrease) in:
    Accounts payable                                          10,694           0
    Accrued expenses                                         (13,932)    (23,699)
    Accrued payroll, related party                            99,239      99,239
                                                           ----------  ----------
    Total adjustments                                       (344,800)     31,827
                                                           ----------  ----------
Net cash (used) provided by operating activities             (48,703)     46,693
                                                           ----------  ----------

INVESTING ACTIVITIES:
Investment, Evolve One, Inc.                                (100,000)          0
Collections on note receivable                                 2,781       4,104
                                                           ----------  ----------
Net cash (used) provided by investing activities             (97,219)      4,104
                                                           ----------  ----------

FINANCING ACTIVITIES:
Net repayments under loan payable to officer/stockholder     (86,077)   (217,077)
Proceeds from note payable                                         0      (7,811)
Repayments on long-term debt                                  (7,640)          0
                                                           ----------  ----------
Net cash used by financing activities                        (93,717)   (224,888)
                                                           ----------  ----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                   (239,639)   (174,091)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD               287,474     461,140
                                                           ----------  ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                   $  47,835   $ 287,049
                                                           ==========  ==========
<FN>



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Note  receivable  received  in  sale  of  equipment       $31,850            =

The  Company  received  $435,000  in stock for services to an affiliated company.
</TABLE>



                                     -5-
<PAGE>

NOTE  A.     NATURE  OF  BUSINESS  AND  INTERIM  FINANCIAL  STATEMENTS

NATURE OF BUSINESS:

DiversiFax,  Inc.  (the "Company") has been engaged, since November 1993, in the
business  of  owning,  leasing,  and  operating coin and debit card pay-per-copy
photocopy  machines,  fax  machines,  microfilm  reader-printers,  and accessory
equipment.
Due  to the increased use of internet services, demand for the services provided
by  the  Company  has  declined  sharply.
The Company was incorporated under the laws of the State of Delaware on February
28,  1989.  The  Company's principal executive offices and operations center are
located  at  4274  Independence  Court,  Sarasota, Florida 34234-2109, telephone
number  (941)  351-2720.

NEW SIGNIFICANT ACCOUNTING POLICY

Statement  of  Financial  Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," requires that all applicable
investments  be classified as trading securities, available-for-sale securities,
or  held-to-maturity  securities.  The  Company  has an investment classified as
available-for-sale,  which  is  required  to  be  reported  at  fair value, with
unrealized  gains  and  losses excluded from earnings and reported as a separate
component  of  stockholders'  equity  (net of the effect of income taxes).  Fair
value is also defined to be the last closing price for the listed security.  Due
to  the  size  of the Company's investment and its limited trading volume, there
can be no assurance that the Company will realize the value which is required to
be  used by SFAS No. 115.  The amortized cost of the equity security as shown in
the  accompany  balance  sheet approximates the estimated market value at August
31,  2005.  Accordingly,  no  comprehensive  income  is  reported.

INTERIM FINANCIAL STATEMENTS:

The interim consolidated financial statements presented herein are unaudited and
have  been  prepared  in  accordance  with  the  instructions to Form 10-QSB and
Article  10  of  Regulation  S-B  These statements should be read in conjunction
with the audited consolidated financial statements and notes thereto included in
our  annual  report on Form 10-KSB for the year ended November 30, 2004.  In the
opinion  of  management,  the  interim  statements  include  all  adjustments
(consisting  only of normal recurring adjustments) necessary to summarize fairly
our  financial  position, results of operations, and cash flows.  The results of
operations  and  cash flows for the nine months ended August 31, 2005 may not be
indicative  of the results that may be expected for the year ending November 30,
2005.

NOTE  B.      GOING  CONCERN
The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and liabilities.  In
the  ordinary  course of business, operating losses have been incurred resulting
in  an  accumulated  deficit  of $13,828,966 at August 31, 2005.  Currently, the
Company's  Chief  Executive  Officer funds any operating deficits and management
believes  that  actions  presently being taken to restructure operations provide
the  opportunity  for  the  Company  to continue as a going concern; however, no
assurance  can  be  given.  These  conditions  raise substantial doubt about the
Company's  ability  to  continue as a going concern.  The consolidated financial
statements  of  the  Company  do  not  include  any  adjustments relating to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that  might  be necessary should the Company be
unable  to  continue  as  a  going  concern.

                                     -6-
<PAGE>

NOTE  C.     COMMITMENTS  AND  CONTINGENCIES
On  March  15, 2005, the Company entered into a Management Agreement with Evolve
One,  Inc. ("Evolve One").  Irwin Horowitz, principal shareholder, member of the
Board  of  Directors,  and  Chief  Executive  Officer  of the Company, is also a
principal  shareholder  and  Chief Executive Officer of Evolve One.  The Company
makes  its  facilities at 39 Stringham Avenue, Valley Stream, New York available
to Evolve One; the services on a part-time basis of 7 persons presently employed
by  the  Company  for approximately 100 hours per week; equipment, hardware, and
software  of  the  Company; and related utilities and overhead functions at that
facility.  The  term  of  the  agreement is for six months and may be terminated
prior  to  the conclusion of its term on 10 days' prior written notice by either
party,  or  the  agreement  may  be  renewed  for  a  successive six-month term.
In  consideration  for  the  management  services  and  facilities  provided  by
DiversiFax  during  the  initial six-month term, Evolve One issued to DiversiFax
2,900,000  shares  of  its  common  stock.  In addition, in the event the market
price  of  the  common  stock of Evolve One on the six-month anniversary date is
below  $0.15 per share, Evolve One will issue to DiversiFax additional shares of
its  common  stock  so  that  the common shares provided to DiversiFax plus such
additional  shares  of  common  stock  will  be  equal  in value to $435,000. In
addition, DiversiFax will receive 10% of the total amount of the monies received
as  a  result  of  their  efforts  with  regard  to auctions being completed for
accounts  they  have  introduced  to AuctionStore.com, Evolve One's wholly-owned
subsidiary.  Payment  of  the  percentage  fee  will be made in cash or stock as
determined  by  DiversiFax  .
The  Company  recorded the $435,000 Evolve One contract to perform services as a
long-term  investment  based  on  management's  ability  and  intent to hold the
investment  indefinitely.  The Company recognized $398,750 of service fee income
and  $36,250  is  deferred  based on the six-month term of the agreement.  As of
August  31,  2005,  the  market  value  of the investment approximates the cost.
Accordingly,  no  comprehensive  income  is  reported.
On  June  20,  2005,  DiversiFax  purchased an aggregate of $100,000 units in an
Evolve  One  offering and received 6,000,000 shares of common stock and warrants
to  purchase  6,000,000  shares.

                                     -7-
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The  following  discussions  should be read in conjunction with our Consolidated
Financial  Statements  and  the  notes  thereto presented in "Item 1 - Financial
Statements"  and  our  audited financial statements and the related Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results  of Operations
included in our report on Form 10-KSB for the year ended November 30, 2004.  The
information set forth in this "Management's Discussion and Analysis of Financial
Condition  and  Results  of Operations" includes forward-looking statements that
involve  risks and uncertainties.  Many factors, including those discussed below
under  "Factors That May Affect Future Results" and "Outlook" could cause actual
results  to  differ  materially  from  those  contained  in  the forward-looking
statements  below.

OVERVIEW

Effective November 1, 1993, DiversiFax, Inc. (the "Company") acquired all of the
outstanding  common  stock  of  IMSG  Systems,  Inc. ("IMSG") and its affiliated
companies,  National Copy Corp. ("National"), Capital Copy Corp. ("Capital") and
Advanced  Business  Systems,  Inc.  ("Advanced")  (IMSG,  National,  Capital and
Advanced  collectively  "IMSG  and  Affiliates") in exchange for the issuance of
662,000  shares  of  Series A, convertible preferred stock.  The preferred stock
was  automatically  converted  into  an  aggregate of 6,620,000 shares of common
stock  of  the  Company  in  November  1995.
IMSG  and  Affiliates  owns,  supplies, and maintains self-service coin and card
reader  operated  photocopy  machines  in  colleges,  universities,  libraries,
courthouses,  government  agencies,  pharmacies, and other retail establishments
throughout  the  eastern  United  States.
The Company is primarily responsible for the collection of the payments and most
locations  share  in  the  revenue  from  the  photocopy  machines.

GOING CONCERN AND MANAGEMENT'S PLANS

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and liabilities.  In
the  ordinary  course of business, operating losses have been incurred resulting
in  an  accumulated  deficit  of  $13,828,966 at August 31, 2005. Currently, the
Company's  Chief  Executive  Officer funds any operating deficits and management
believes  that  actions  presently being taken to restructure operations provide
the  opportunity  for  the  Company  to continue as a going concern; however, no
assurance  can  be  given.  These  conditions  raise substantial doubt about the
Company's  ability  to  continue as a going concern.  The consolidated financial
statements  of  the  Company  do  not  include  any  adjustments relating to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that  might  be necessary should the Company be
unable  to  continue  as  a  going  concern.

CRITICAL ACCOUNTING POLICIES

The  following  discussion  and  analysis is based on our consolidated financial
statements,  which  have  been prepared in accordance with accounting principles
generally  accepted  in  the  United  States of America.  The preparation of our
financial  statements requires management to make estimates and assumptions that
affect the reported amounts of revenues and expenses, and assets and liabilities
during  the  periods  reported.  Estimates  are used when accounting for certain
items  such  as revenues, allowances for doubtful accounts, depreciation, taxes,
valuation  of  investments,  and  long-lived  assets.  We  base our estimates on
historical  experience,  where applicable, and other assumptions that we believe
are  reasonable  under  the  circumstances.  Actual  results may differ from our
estimates  under  different  assumptions  or  conditions.  We  believe  that the
following  critical  accounting  policies reflect our more significant judgments
and  estimates  used  in  preparation  of our consolidated financial statements.
The  consolidated  financial  statements include the accounts of the Company and
its  wholly  owned  subsidiaries.  All  significant  intercompany  accounts  and
transactions  have  been  eliminated.

                                     -8-
<PAGE>
Revenue  from the Company's self-service coin and card reader operated photocopy
machines  is  principally  recognized  at the time payment is received.  Revenue
from  the  Company's  scanner  units  is recognized when the product is shipped.
Deferred  revenue  is  recorded  for  amounts  received but not earned as of the
balance  sheet dates.  Income from these transactions is recognized as earned or
on  a  straight-line  basis  over  the  term  of  the  contract.
The  long-term  investment  in  Evolve  One  is  recorded  at  fair value, which
approximates cost and is classified as "available-for-sale."  Unrealized holding
gains and losses (net) are reported as other comprehensive income.  As of August
31,  2005,  the  market  value  of  the  investment approximates the cost and no
comprehensive  income is reported.  Revenue from the contract is recognized on a
straight-line  basis  over  the  term  of  the  contract.

RESULTS OF OPERATIONS FOR THREE MONTHS ENDED AUGUST 31, 2005 COMPARED TO AUGUST
31, 2004
Sales:  Sales  for  the  third  quarter  of  2005  increased $191,592 or 135% to
$334,031  from  $142,439  for  the third quarter of 2004.  This increase relates
primarily  to  the recognition of deferred service fee income in connection with
the six-month contract with Evolve One, Inc. offset by a decrease in income from
closing  the  Jacksonville  operations.
Cost of Sales:  Cost of sales for the third quarter of 2005 increased $1,878, or
2%  to  $79,942  from  $78,064  for  the  third  quarter of 2004.  Cost of sales
represented  24% of sales for the third quarter of 2005 compared to 55% of sales
for  the  third  quarter  of  2004.  The  increase  is  a  result of closing the
Jacksonville  operations,  reducing  New York related expenditures to align with
the  decrease  in  sales  from  this  area,  offset by increases in direct costs
associated  with  the  Evolve  One,  Inc.  agreement.
Selling,  general  and  administrative  expenses:  Selling,  general  and
administrative  expenses  increased  to  $121,528  or 36% of sales for the third
quarter  of  2005  from  $96,126  or 67% of sales for the third quarter of 2004.
This  increase  is due to the write off of a portion of a note receivable offset
by  reimbursed  expenses  from  Evolve  One,  Inc.
The  above  factors  resulted in net income of $139,281 for the third quarter of
2005  compared  to  net  income  of  $5,680  for  the  third  quarter  of  2004.
The  Company's copier activities are subject to seasonal fluctuations.  Revenues
from copiers tend to be lower during the summer months of June through September
and  in  the last weeks of December and the first weeks of January due to school
and  employee  vacation  patterns.  The  Company's  service revenue is amortized
evenly  over  the  term  of  the  contract.

RESULTS OF OPERATIONS FOR NINE MONTHS ENDED AUGUST 31, 2005 COMPARED TO AUGUST
31, 2004
Sales:  Sales  for  the nine months ended August 31, 2005 increased $275,483, or
50%  to  $827,480 from $551,997 for the nine months ended August 31, 2004.  This
increase  represents  the  recognition  of  service  fee income in the amount of
approximately  $399,000  related  to  the  Evolve  One,  Inc.  agreement.
Cost  of  Sales:  Cost  of  sales  for  the  nine  months  ended August 31, 2005
decreased  $24,033,  or  8%  to $263,220 from $287,253 for the nine months ended
August  31,  2004.  Cost  of  sales represented 32% of sales for the nine months
ended  August 31, 2005 compared to 52% of sales for the nine months ended August
31, 2004.  The decrease is generally due to a decrease in expenditures resulting
from  closing  the  Jacksonville  operations,  reducing New York expenditures to
align  with  the decrease in sales from this area, offset by increases in direct
costs  associated  with  the  Evolve  One,  Inc.  agreement.

                                     -9-
<PAGE>

Selling,  general  and  administrative  expenses:  Selling,  general  and
administrative  expenses  increased  to  $327,226  or  40% of sales for the nine
months  ended  August 31, 2005 from $304,166 or 55% of sales for the nine months
ended August 31, 2004.  This increase is primarily attributable to the write off
of  a  portion  of  a  note  receivable.
The above factors resulted in a net income of $296,097 for the nine months ended
August  31,  2005  compared  to  net income of $14,866 for the nine months ended
August  31,  2004.
The  Company's copier activities are subject to seasonal fluctuations.  Revenues
from copiers tend to be lower during the summer months of June through September
and  the last weeks of December and the first weeks of January due to school and
employee  vacation  patterns.  The Company's service revenue is amortized evenly
over  the  term  of  the  contract.

LIQUIDITY AND CAPITAL RESOURCES

At  August  31, 2005, the Company had cash of $47,835 as compared to $287,474 at
November  30,  2004.
The  Company's  primary  need  for  funds is to finance working capital, capital
expenditures,  and the further development and the acquisition of new businesses
and  the  further  growth  of  acquisitions to broaden and diversify its revenue
source  making  it  less  seasonal.
Net  cash  used  in  operating  activities  of $48,703 for the nine months ended
August  31,  2005  resulted from non-cash items including depreciation of $6,889
and amortization of deferred revenue of $455,000.  In addition, net cash used in
operating  activities included a decrease in accrued expenses and an increase in
accrued  payroll,  stockholder.
Net  cash used in investing activities for the nine months ended August 31, 2005
of  $97,219 resulted primarily from the $100,000 purchase of 6,000,000 shares of
Evolve  One,  Inc.  stock.
Net  cash  used  in financing activities amounted to $93,717 for the nine months
ended  August  31,  2005  due  primarily  to repayment of $86,077 of amounts due
officer/stockholder.  At  August  31,  2005,  the  amount  of  the loan payable,
officer/stockholder  by  the  Company  to  Dr.  Irwin  Horowitz  was $1,777,486.
The  above  resulted  in  a net decrease in cash of $239,639 for the nine months
ended  August  31,  2005.
Management  continues to believe the expected cash flow from operations, and the
willingness  and  ability  of  the Company's Chief Executive Officer to fund any
operating  deficit,  will allow the Company to continue operations over the next
12  months.  However,  no  assurance  can  be  given  that  these  factors  will
materialize.

                                      -10-
<PAGE>

ITEM 3 - CONTROLS AND PROCEDURES

Evaluation  of  Disclosure  Controls  and  Procedures.
(a)     Under the supervision and with the participation of our Management,
including our principal executive officer and principal financial officer, which
is the same person, we conducted an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of
April 30, 2005.  Based on this evaluation, our principal executive officer and
principal accounting officer concluded that our disclosure controls and
procedures were not effective, so as to timely identify, correct, and disclose
information required to be included in our Securities and Exchange Commission
("SEC") reports due to the Company's limited internal resources and lack of
ability to have multiple levels of transaction review.  Through the use of
external consultants, management believes that the financial statements and
other information presented herewith are materially correct.
(b)     There were no significant changes in internal controls or in other
factors that could significantly affect internal controls during the quarter.
We have not identified any significant deficiency or material weaknesses in our
internal controls, and therefore there were no corrective actions taken.

                                      -11-
<PAGE>


PART I - EXHIBITS (ITEM 601 OF REGULATION S-B)

PART II - OTHER INFORMATION
ITEM  1  -  LEGAL  PROCEEDINGS  -
The Company is not a party to any material legal proceedings, except as follows:
(1)     Jacksonville Public Library re breach of contract; and
(2)     Ikon Business Solutions re commission.

The  Company  believes  that  the  outcome  of the above actions will not have a
material  adverse  effect  on  the  Company's  financial  condition.


ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS -
The Company has never paid cash dividends on its Common Stock. Holders of Common
Stock  are  entitled  to receive such dividends as may be declared and paid from
time  to time by the Board of Directors out of funds legally available therefor.
The  Company  intends  to retain any earnings for the operation and expansion of
its  business  and  does not anticipate paying cash dividends in the foreseeable
future. Any future determination as to the payment of cash dividends will depend
upon future earnings, results of operations, capital requirements, the Company's
financial  condition  and  such  other  factors  as  the  Board of Directors may
consider.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - No Annual Meeting
of  Stockholders  was  held  during  the  preceding  year.

ITEM 5 - OTHER INFORMATION - NONE

ITEM 6 - EXHIBITS

Exhibits  are  filed  as part of, or incorporated by reference into this report.
31.1     Certification of the Chief Executive Officer, dated  January 11, 2006
(This certification required as required as Exhibit 31 under 601(a) of
Regulation S-K is filed as Exhibit 99.1 pursuant to SEC interim filing
guidance.) (2)

32.1     Certification of the Chief Executive Officer, dated  January 11, 2006
(This certification required as required as Exhibit 31 under 601(a) of
Regulation S-K is filed as
          Exhibit 99.2 pursuant to SEC interim filing guidance.) (2)

                                      -12-
<PAGE>


SIGNATURES

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

DIVERSIFAX, INC.

/s/  Irwin  A.  Horowitz
------------------------
Date:     January  11,  2006   Dr. Irwin A. Horowitz
     Chairman of the Board, Chief Executive Officer, and President (principal
executive officer)



In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.
Signature                      Title               Date


/s/  Irwin  A.  Horowitz           Director     January  11,  2006
Irwin  A.  Horowitz


/s/  Lonnie  L.  Sciambi           Director     January  11,  2006
Lonnie  L.  Sciambi