SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-20936
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-KSB [ ] Form 11-K [ ] Form 20-
F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: November 30, 1997
[ ] Transition report on From 10-K [ ] Transition
Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition
Report on Form N-SAR
[ ] Transition Report on From 11-K
For Transition Period Ended:
Read attached instruction sheet before preparing form. Please
print or type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
DiversiFax, Inc.
Full name of registrant
Former name if applicable
4724 Independence Court
Address of principal executive office (Street and number)
Sarasota, Florida 34234-2109
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check
appropriate box.)
[ ] (a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without
unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-KSB, Form 20-F, 11-K or
Form -N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on
or before the fifth calendar day following the prescribed
due date; and
[ ] (c) The account's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-
K, 20-F, 11-K, 10-Q, N-SAR or the transition report portion
thereof could not be filed within the prescribed time period.
(Attach extra sheets if needed.)
The Registrant is unable to timely file its Form 10-KSB due
to delays associated with a recent move of its executive
offices from Valley Stream, New York to Sarasota, Florida
and to the recent hiring of a new Chief Financial Officer, a
position which had previously been vacant.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification
Richard R. Confessore (941)
351-2720
(Name) (Area
code) (Telephone number)
(2) Have all other periodic reports required under Section
13 or 15(d) of the Securities exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required
to file such report(s) been filed? If the answer is no, identify
report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
[ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
(Name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date March 2, 1998 By /s/ Richard R. Confessore
Richard R. Confessore, Chief
Financial Officer
INSTRUCTION. The form may be signed by an executive
officer of the registrant or by any other duly authorized
representative. The name and title of the person signing the
form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall
be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
