SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB/A
Amendment No. 1
(Mark One)
[X}] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number 0-20936
DIVERSIFAX, INC.
(Name of Small Business Issuer in Its Charter)
Delaware
13-3637458
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
4274 Independence Court, Sarasota, Florida
34234-2109
(Address of Principal Executive Offices)
(Zip Code)
(941) 351-2720
(Issuer's Telephone Number
Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001 per share
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 X NO __
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]
The issuer's revenues for its most recent fiscal year: $5,552,743.
The aggregate market value of the voting stock held by non-affiliates
of the Issuer as of February 20, 1998 was $3,858,787.
There were 15,149,869 shares outstanding of the issuer's common
stock, par value $.001 per share, as of February 20, 1998.
Transitional Small Business Disclosure Format (check one): YES
NO X
Documents incorporated by reference:None
ITEM 11. Security Ownership of Certain Beneficial Owners and
Management
Principal Stockholders
The following table sets forth, based upon information
obtained from the persons named below, certain information regarding
beneficial ownership of the Common Stock as of February 20, 1998
and as adjusted to reflect the sale of all of the Common Stock offered
hereby by (i) each stockholder known by the Company to be the
beneficial owner of 5% or more of the outstanding shares of Common
Stock, (ii) each director of the Company, (iii) each person named in the
Summary Compensation Table above and (iv) all of the Company's
current officers and directors as a group.
<TABLE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
<CAPTION>
<S>
Name and Address of
Beneficial Holder C
<PAGE>
Number of Shares
Beneficially Owned(1)C
<PAGE>
Percentage of Class Dr. Irwin A. Horowitz
111 Ocean Place
Sarasota, Florida 24242<PAGE>
9,623,097(2) 52.1 Kenneth Ross Wolfe
532 Broad Hollow Road
Melville, New York 11747<PAGE>
100,000(3) * Judd Rothman
31 Oak Street
Patchogue, New York<PAGE>
217,850(4) 1.4 All officers and directors as a
group (4 persons)<PAGE>
9,940,947(5) 53.5
* less than 1%.
</TABLE>
(1) Unless otherwise indicated below, all shares are owned
beneficially and of record.
(2) Includes 1,150,000 shares of Common Stock underlying
options exercisable within 60 days and 2,163,097 shares
underlying warrants exercisable within 60 days.
(3) Includes 100,000 shares of Common Stock underlying
options exercisable within 60 days.
(4) Includes 20,000 shares of Common Stock underlying
options exercisable within 60 days.
(5) Includes an aggregate of 1,270,000 shares underlying
options exercisable within 60 days and aggregate of
2,163,097 shares underlying warrants exercisable within
60 days.
<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: May 6, 1998 Dr. Irwin A. Horowitz
Chairman of the Board,
Chief Executive Officer
and President
