- ---------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------- Proposed Maximum Proposed Amount Offering Maximum Amount Title of Each Class of Securities
Prospectus	Subject to ~~be Price Per Aggregate Registration to be Registered Registered Share(1) Offering Price Fee~~ - ---------------------------------------------------------------------------------------------------------------- Common Stock, par value $.001 per share 5,000 $4.25 $21,250 $6.44 - ---------------------------------------------------------------------------------------------------------------- Total Registration Fee .............................................................................. $6.44 - ---------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------- Completion, Dated July 29, 2010

DESCRIPTIONS OF THE SECURITIES WE MAY OFFER

The descriptions of the securities contained in this prospectus, together with any applicable prospectus supplement, summarize all the material terms and provisions of the various types of securities that we may offer. We will describe in the applicable prospectus supplement relating to a particular offering the specific terms of the securities offered by that prospectus supplement. We will indicate in the applicable prospectus supplement if the terms of the securities differ from the terms we have summarized below. We will also ~~relates~~include in the prospectus supplement information, where applicable, material United States federal income tax considerations relating to ~~such~~the securities.

We may sell from time to time, in one or more offerings:

·	shares of our common stock;

·	shares of our preferred stock;

·	debt securities, in one or more series;

·	warrants to purchase any of the securities listed above; and/or

·	units consisting of one or more of the foregoing.

This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.

Capital Stock

General

The following description of common stock and preferred stock, together with the additional ~~indeterminate number~~information we include in any applicable prospectus supplement, summarizes the material terms and provisions of ~~shares~~the common stock and preferred stock that we may offer under this prospectus but is not complete. For the complete terms of ~~Common Stock~~our common stock and preferred stock, please refer to our articles of incorporation, as may ~~become issuable by reason~~be amended from time to time, any certificates of designation for our preferred stock, ~~splits, dividends~~ and ~~similar adjustments.~~ SUBJECT TO COMPLETION, DATED OCTOBER 15, 1996 DIVERSIFAX, INC. 2,216,538 SHARES OF COMMON STOCK ________________________ This Prospectus relatesour bylaws, as amended from time to uptime. The Delaware General Corporation Law may also affect the terms of these securities. While the terms we have summarized below will apply generally to ~~2,216,538~~any future common stock or preferred stock that we may offer, we will describe the specific terms of any series of these securities in more detai l in the applicable prospectus supplement. If we so indicate in a prospectus supplement, the terms of any common stock or preferred stock we offer under that prospectus supplement may differ from the terms we describe below.

As of June 29, 2010, our authorized capital stock consists of 400,000,000 shares of common stock, par value ~~$.001~~$0.0005 per share, ~~("Common Stock"),~~ of ~~Diversifax, Inc. (the "Company").~~which approximately 34,640,007 shares are issued and outstanding, and 1,000,000 shares of preferred stock, par value $0.001 per share, of which none are outstanding. The ~~Common Stock~~authorized and unissued shares of common stock and the authorized and undesignated shares of preferred stock are available for issuance without further action by our stockholders, unless such action is required by applicable law or the rules of any stock exchange on which our securities may be listed. Unless approval of our stockholders is so required, our board of directors will not seek stockholder approval for the issuance and sale of our common stock or preferred stock.

Common Stock

The holders of our common stock are entitled to one vote for each share held of record. The affirmative vote of a majority of shares present in person or represented by proxy at a meeting of stockholders that commences with a lawful quorum is sufficient for approval of matters upon which stockholders may vote, including questions presented for approval or ratification at the annual meeting. Our common stock does not carry cumulative voting rights, and holders of more than 50% of our common stock have the power to elect all directors and, as a practical matter, to control our company. Holders of our common stock are not entitled to preemptive rights, and our common stock may only be redeemed at our election.

After the satisfaction of requirements with respect to preferential dividends, if any, holders of our common stock are entitled to receive, pro rata, dividends when and as declared by our board of directors out of funds legally available therefore. Upon our liquidation, dissolution or winding-up, after distribution in full of the preferential amount, if any, to be distributed to holders of the preferred stock, holders of our common stock are entitled to share ratably in our assets legally available for distribution to our stockholders. All outstanding shares of common stock are fully paid and non-assessable.

Our common stock is listed on The NASDAQ Global Select Market under the symbol “GFRE.” The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.

Options/Warrants

As of March 31, 2010, we had outstanding options to purchase a total of 420,000 shares of our common stock, and outstanding warrants to purchase 201,471 shares of our common stock, after giving effect to our October 2009 1-for-4 reverse stock split.

Preferred Stock

Our board of directors is authorized to issue up to the total of 1,000,000 shares of preferred stock, without any further action by the stockholders. Our board of directors may also divide the shares of preferred stock into series and fix and determine the relative rights and preferences of the preferred stock, such as the designation of series and the number of shares constituting such series, dividend rights, redemption and sinking fund provisions, liquidation and dissolution preferences, conversion or exchange rights and voting rights, if any. Issuance of preferred stock by our board of directors will result in such shares having dividend and/or liquidation preferences senior to the rights of the holders of our common stock and could dilute the voting rights of the holders of our common stock. Once designated by our board of directors, each series of preferred stock will have specific financial and other terms that will be described in a prospectus supplement. The description of the preferred stock that is set forth in any prospectus supplement is not complete without reference to the documents that govern the preferred stock. These include our articles of incorporation, as amended, and any certificates of designation that our Board of Directors may adopt. Prior to the issuance of shares of each series of preferred stock, the board of directors is required by the Delaware General Corporation Law and our articles of incorporation to adopt resolutions and file a certificate of designations with the Secretary of State of the State of Delaware. The certificate of designations fixes for each class or series the designations, powers, preferences, rights, qualifications, limitations and restrictions, including, but not limited to, some or all of the following:

·	the number of shares constituting that series and the distinctive designation of that series, which number may be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the board of directors;

·	the dividend rate and the manner and frequency of payment of dividends on the shares of that series, whether dividends will be cumulative, and, if so, from which date;

·	whether that series will have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights;

·	whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the board of directors may determine;

·	whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption;

·	whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

·	whether or not the shares of the series will have priority over or be on a parity with or be junior to the shares of any other series or class in any respect;

·	the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights or priority, if any, of payment of shares of that series; and

·	any other relative rights, preferences and limitations of that series.

All shares of preferred stock offered hereby will, when issued, be fully paid and non-assessable, including shares of preferred stock issued upon the exercise of preferred stock warrants or subscription rights, if any.

Although our board of directors has no intention at the present time of doing so, it could authorize the issuance of a series of preferred stock that could, depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt.

Warrants

The following description, together with the additional information we may include in any applicable prospectus supplement, summarizes the material terms and provisions of the warrants that we may offer under this prospectus and any related warrant agreement and warrant certificate. While the terms summarized below will apply generally to any warrants that we may offer, we will describe the specific terms of any series of warrants in more detail in the applicable prospectus supplement. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus supplement may differ from the terms described below. Specific warrant agreements will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement which includes this prospectus.

General

We may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may issue warrants independently or together with common stock, preferred stock and/or debt securities, and the warrants may be attached to or separate from these securities.

We will evidence each series of warrants by warrant certificates that we may issue under a separate agreement. We may enter into a warrant agreement with a warrant agent. Each warrant agent may be a bank that we select which has its principal office in the United States. We may also choose to act as our own warrant agent. We will indicate the name and address of any such warrant agent in the applicable prospectus supplement relating to a particular series of warrants.

We will describe in the applicable prospectus supplement the terms of the series of warrants, including:

·	the offering price and aggregate number of warrants offered;

·	if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;

·	if applicable, the date on and after which the warrants and the related securities will be separately transferable;

·	in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;

·	in the case of warrants to purchase common stock or preferred stock, the number or amount of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which and currency in which these shares may be purchased upon such exercise;

·	the manner of exercise of the warrants, including any cashless exercise rights;

·	the warrant agreement under which the warrants will be issued;

·	the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;

·	anti-dilution provisions of the warrants, if any;

·	the terms of any rights to redeem or call the warrants;

·	any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;

·	the dates on which the right to exercise the warrants will commence and expire or, if the warrants are not continuously exercisable during that period, the specific date or dates on which the warrants will be exercisable;

·	the manner in which the warrant agreement and warrants may be modified;

·	the identities of the warrant agent and any calculation or other agent for the warrants;

·	federal income tax consequences of holding or exercising the warrants;

·	the terms of the securities issuable upon exercise of the warrants;

·	any securities exchange or quotation system on which the warrants or any securities deliverable upon exercise of the warrants may be listed or quoted; and

·	any other specific terms, preferences, rights or limitations of or restrictions on the warrants.

Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:

·	in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or

·	in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.

Exercise of Warrants

Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to 5:00 P.M. eastern time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required exercise price by the methods provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate, and in the applicable prospectus supplement, the information that the holder of the warrant will be required to deliver to the warrant agent.

Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants.

Enforceability of Rights By Holders of Warrants

Any warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action the holder’s right to exercise, and receive the securities purchasable upon exercise of, its warrants in accordance with their terms.

Warrant Agreement Will Not Be Qualified Under Trust Indenture Act

No warrant agreement will be qualified as an indenture, and no warrant agent will be required to qualify as a trustee, under the Trust Indenture Act. Therefore, holders of warrants issued under a warrant agreement will not have the protection of the Trust Indenture Act with respect to their warrants.

Governing Law

Each warrant agreement and any warrants issued under the warrant agreements will be governed by New York law.

Calculation Agent

Any calculations relating to warrants may be made by a calculation agent, an institution that we appoint as our agent for this purpose. The prospectus supplement for a particular warrant will name the institution that we have appointed to act as the calculation agent for that warrant as of the original issue date for that warrant, if any. We may appoint a different institution to serve as calculation agent from time to time ~~by any and all~~after the original issue date without the consent or notification of the ~~Selling Stockholders (as hereinafter defined) for their own benefit. Certain directors~~holders. The calculation agent’s determination of any amount of money payable or securities deliverable with respect to a warrant will be final and ~~executive officers~~binding in the absence of manifest error.

Debt Securities

The following description, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the ~~Company,~~debt securities that we may offer under this prospectus. While the terms we have summarized below will generally apply to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities we offer under a prospectus supplement may differ from the terms we describe below. As of the date of this prospectus, we have no outstanding registered debt securities.

We will issue senior notes under a senior indenture, which we will enter into with the trustee to be named in the senior indenture. We will issue subordinated notes under a subordinated indenture, which we will enter into with the trustee to be named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement of which this prospectus is a part. We use the term “indentures” to refer to both the senior indenture and the subordinated indenture.

The indentures will be qualified under the Trust Indenture Act of 1939. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable.

The following summaries of material provisions of the senior notes, the subordinated notes and the indentures are subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements related to the debt securities that we sell under this prospectus, as well as ~~members of their families, are among~~ the ~~Selling Stockholders. The Company will not receive any~~complete indentures that contain the terms of the ~~proceeds from~~debt securities. Except as we may otherwise indicate, the ~~sale by the Selling Stockholders~~terms of the ~~Common Stock.~~ senior and the subordinated indentures are identical.

General

The ~~Company has agreed~~terms of each series of debt securities will be established by or pursuant to ~~bear all expenses (other~~a resolution of our board of directors and set forth or determined in the manner provided in an officers’ certificate or by a supplemental indenture. Debt securities may be issued in separate series without limitation as to aggregate principal amount. We may specify a maximum aggregate principal amount for the debt securities of any series. The particular terms of each series of debt securities will be described in a prospectus supplement relating to such series, including any pricing supplement. The prospectus supplement will set forth:

· the title;

· the principal amount being offered, and, if a series, the total amount authorized and the total amount outstanding;

· any limit on the amount that may be issued;

· whether or not we will issue the series of debt securities in global form and, if so, the terms and who the depositary will be;

· the maturity date;

· whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a U.S. person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;

· the annual interest rate, which may be fixed or variable, or the method for determining the rate, the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

· whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

· the terms of the subordination of any series of subordinated debt;

· the place where payments will be payable;

· restrictions on transfer, sale or other assignment, if any;

· our right, if any, to defer payment of interest and the maximum length of any such deferral period;

· the date, if any, after which, the conditions upon which, and the price at which we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions, and any other applicable terms of those redemption provisions;

· the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;

· whether the indenture will restrict our ability and/or the ability of our subsidiaries to, among other things:

· incur additional indebtedness;

· issue additional securities;

· create liens;

· pay dividends and make distributions in respect of our capital stock and the capital stock of our subsidiaries;

· redeem capital stock;

· place restrictions on our subsidiaries’ ability to pay dividends, make distributions or transfer assets;

· make investments or other restricted payments;

· sell or otherwise dispose of assets;

· enter into sale-leaseback transactions;

· engage in transactions with stockholders and affiliates;

· issue or sell stock of our subsidiaries; or

· effect a consolidation or merger;

· whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios;

· a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities;

· information describing any book-entry features;

· provisions for a sinking fund purchase or other analogous fund, if any;

· whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code;

· the procedures for any auction and remarketing, if any;

· the denominations in which we will issue the series of debt securities, if other than ~~stock transfer taxes, brokerage commissions~~denominations of $1,000 and any integral multiple thereof;

· if other ~~selling expenses)~~than dollars, the currency in which the series of debt securities will be denominated; and

· any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any events of default that are in addition to those described in this prospectus or any covenants provided with respect to the debt securities that are in addition to those described above, and any terms that may be required by us or advisable under applicable laws or regulations or advisable in connection with the marketing of the debt securities.

Conversion or Exchange Rights

We will set forth in the prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for common stock or other securities of ours or a third party, including the conversion or exchange rate, as applicable, or how it will be calculated, and the applicable conversion or exchange period. We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of our securities or the securities of a third party that the holders of the series of debt securities receive upon conversion or exchange would, under the circumstances described in those provisions, be subject to adjustment, or pursuant to which those holders would, under those circumstances, receive other property up on conversion or exchange, for example in the event of our merger or consolidation with another entity.

Consolidation, Merger or Sale

The indentures in the forms initially filed as exhibits to the registration statement of which this prospectus is a part do not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor of ours or the acquirer of such assets must assume all of our obligations under the indentures and the debt securities.

If the debt securities are convertible for our other securities, the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion of the debt securities into securities that the holders of the debt securities would have received if they had converted the debt securities before the consolidation, merger or sale.

Events of Default Under the Indenture

The following are events of default under the indentures in the forms initially filed as exhibits to the registration statement with respect to any series of debt securities that we may issue:

· if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended or deferred;

· if we fail to pay the principal, sinking fund payment or premium, if any, when due and payable and the time for payment has not been extended or delayed;

· if we fail to observe or perform any other covenant contained in the debt securities or the indentures, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the debenture trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and

· if specified events of bankruptcy, insolvency or reorganization occur.

If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the debenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the debenture trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the debenture trustee or any holder.

The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.

Subject to the terms of the indentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that:

· the direction so given by the holder is not in conflict with any law or the applicable indenture; and

· subject to its duties under the Trust Indenture Act of 1939, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.

A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures or to appoint a receiver or trustee, or to seek other remedies if:

·the holder has given written notice to the debenture trustee of a continuing event of default with respect to that series;

·the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity, to the debenture trustee to institute the proceeding as trustee; and

·the debenture trustee does not institute the proceeding and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.

These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.

We will periodically file statements with the debenture trustee regarding our compliance with specified covenants in the indentures.

Modification of Indenture; Waiver

We and the debenture trustee may change an indenture without the consent of any holders with respect to specific matters, including:

· to fix any ambiguity, defect or inconsistency in the indenture;

· to comply with the provisions described above under “—Consolidation, Merger or Sale”;

· to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act of 1939;

· to evidence and provide for the acceptance of appointment hereunder by a successor trustee;

· to provide for uncertificated debt securities and to make all appropriate changes for such purpose;

· to add to, delete from, or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issuance, authorization and delivery of debt securities or any series, as set forth in the indenture;

· to provide for the issuance of and establish the form and terms and conditions of the debt securities of any series as provided under “—General” to establish the form of any certifications required to be furnished pursuant to the terms of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities;

· to add to our covenants such new covenants, restrictions, conditions or provisions for the protection of the holders, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default, or to surrender any of our rights or powers under the indenture; or

· to change anything that does not materially adversely affect the interests of any holder of debt securities of any series.

In addition, under the indentures, the rights of holders of a series of debt securities may be changed by us and the debenture trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, we and the debenture trustee may only make the following changes with the consent of each holder of any outstanding debt securities affected:

· extending the fixed maturity of the series of debt securities;

	· reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any debt securities; or
	· reducing the percentage of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver.

Discharge

Each indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except that the following obligations survive until the maturity date or the redemption date:

· register the transfer or exchange of debt securities of the series;

· replace stolen, lost or mutilated debt securities of the series;

· maintain paying agencies;

· hold monies for payment in trust; and

· appoint any successor trustee;

and the following obligations survive the maturity date or the redemption date:

· recover excess money held by the debenture trustee; and

· compensate and indemnify the debenture trustee.

In order to exercise our rights to be discharged, we must deposit with the debenture trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.

Form, Exchange and Transfer

We will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, known as DTC, or another depositary named by us and identified in a prospectus supplement with respect to that series. See “Legal Ownership of Securities” for a further description of the terms relating to any book-entry securities.

At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

If we elect to redeem the debt securities of any series, we will not be required to:

· issue, register the transfer of, or exchange any debt securities of any series being redeemed in part during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or

· register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.

Information Concerning the Debenture Trustee

The debenture trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the debenture trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the debenture trustee is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.

Payment and Paying Agents

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that, unless we otherwise indicate in the applicable prospectus supplement, we may make interest payments by check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate office of the debenture trustee in the City of New York as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular s eries.

All money we pay to a paying agent or the debenture trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.

Governing Law

The indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act of 1939 is applicable.

Subordination of Subordinated Debt Securities

The subordinated debt securities will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement. The indentures in the forms initially filed as exhibits to the registration statement of which this prospectus is a part do not limit the amount of indebtedness that we may incur, including senior indebtedness or subordinated indebtedness, and do not limit us from issuing any other debt, including secured debt or unsecured debt.

Units

We may issue units comprised of one or more of the other securities described in this prospectus or in any prospectus supplement in any combination. Each unit will be issued so that the holder of the unit is also the holder, with the rights and obligations of a holder, of each security included in the unit. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any time before a specified date or upon the occurrence of a specified event or occurrence.

The applicable prospectus supplement will describe:

·	the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

·	any unit agreement under which the units will be issued;

·	any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units; and

·	whether the units will be issued in fully registered or global form.

PLAN OF DISTRIBUTION

We may sell the securities being offered pursuant to this prospectus to or through underwriters, through dealers, through agents, or directly to one or more purchasers or through a combination of these methods. The applicable prospectus supplement will describe the terms of the offering of the securities, including:

·	the name or names of any underwriters, if, and if required, any dealers or agents;

·	the purchase price of the securities and the proceeds we will receive from the sale;

·	any underwriting discounts and other items constituting underwriters’ compensation;

·	any discounts or concessions allowed or reallowed or paid to dealers; and

·	any securities exchange or market on which the securities may be listed or traded.

We may distribute the securities from time to time in one or more transactions at:

·	a fixed price or prices, which may be changed;

·	market prices prevailing at the time of sale;

·	prices related to such prevailing market prices; or

·	negotiated prices.

Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.

If underwriters are used in an offering, we will execute an underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters and any dealers) in a prospectus supplement. The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more investment banking firms or others, as designated. If an underwriting syndicate is used, the managing underwriter(s) will be specified on the cover of the prospectus supplement. If underwriters are used in the sale, the offered securities will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, includ ing negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject to conditions precedent, and the underwriters will be obligated to purchase all of the offered securities, if any are purchased.

We may grant to the underwriters options to purchase additional securities to cover over-allotments, if any, at the public offering price, with additional underwriting commissions or discounts, as may be set forth in a related prospectus supplement. The terms of any over-allotment option will be set forth in the prospectus supplement for those securities.

If we use a dealer in the sale of the securities being offered pursuant to this prospectus or any prospectus supplement, we will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.

We may sell the securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the ~~Common Stock, which expenses are currently estimated at $41,000.00~~agent in the ~~aggregate. The Company's Common Stock is traded~~prospectus supplement. Unless the prospectus supplement states otherwise, any agent will act on a best-efforts basis for the period of its appointment.

We may authorize agents or underwriters to solicit offers by institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.

In connection with the sale of the securities, underwriters, dealers or agents may receive compensation from us or from purchasers of the securities for whom they act as agents, in the form of discounts, concessions or commissions. Underwriters may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities, and any institutional investors or others that purchase securities directly for the purpose of resale or distribution, may be deemed to be underwriters, and any discounts or commissions received by them from us and any profit on the ~~NASDAQ Small Cap Market ("NASDAQ")~~resale of the common stock by them may be deeme d to be underwriting discounts and commissions under the ~~symbol DFAX. On October 11, 1996,~~Securities Act.

We may provide agents, underwriters and other purchasers with indemnification against particular civil liabilities, including liabilities under the ~~last reported sale~~Securities Act, or contribution with respect to payments that the agents, underwriters or other purchasers may make with respect to such liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

To facilitate the public offering of a series of securities, persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the market price of the Common Stock was $4.25 per share. ________________________ THESE ARE SPECULATIVE SECURITIES. THIS OFFERING INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" COMMENCING ON PAGE 5 OF THIS PROSPECTUS. ________________________ THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DATE OF THIS PROSPECTUS IS _________, 1996 ~~AVAILABLE INFORMATION~~securities. This may include over-allotments or short sales of the securities, which involves the sale by persons participating in the offering of more securities than have been sold to them by us. In exercising the over-allotment option granted to those persons. In addition, those persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to underwriters or dealers participating in any such offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions. The ~~Company is~~effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. We make no representation or prediction as to the direction or magnitude of any effect that the transactions described above, if implemented, may have on the price of our securities.

Unless otherwise specified in the applicable prospectus supplement, any common stock sold pursuant to a prospectus supplement will be eligible for listing on The NASDAQ Global Select Market, subject to official notice of issuance. Any underwriters to whom securities are sold by us for public offering and sale may make a market in the ~~informational requirements~~securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice.

In order to comply with the securities laws of some states, if applicable, the securities offered pursuant to this prospectus will be sold in those states only through registered or licensed brokers or dealers. In addition, in some states securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and complied with.

LEGAL MATTERS

Certain legal matters governed by the laws of the ~~Securities Exchange Act~~State of ~~1934,~~New York and of Delaware with respect to the validity of certain of the offered securities will be passed upon for us by Loeb & Loeb LLP, New York, New York.

EXPERTS

The audited financial statements as ~~amended (the "Exchange Act")~~of and for the year ended December 31, 2009 and the audited financial statements as of and for the year ended December 31, 2008 incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K have been audited by BDO Limited and Morison Cogen, LLP, independent registered public accounting firms, respectively, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION ABOUT US

We have filed a registration statement on Form S-3 with the SEC for the securities we are offering by this prospectus. This prospectus does not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information. We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. We will provide this information upon oral or written request, free of charge. Any requests for this information should be made by calling or sending a letter to the Secretary of the Company, c/o Gulf Resources, Inc., at the Company’s office located at 99 Wenchang Road, Chen ming Industrial Park, Shouguang City, Shandong, China 262714. The Company’s telephone number is +86 (536) 567-0008.

We are required to file annual and ~~in accordance therewith files~~quarterly reports, current reports, proxy statements, and other information with the SEC. We make these documents publicly available, free of charge, on our website at www.bioaobo.com as soon as reasonably practicable after filing such documents with the SEC. You can read our SEC filings, including the registration statement, on the SEC’s website at http://www.sec.gov. You also may read and copy any document we file with the SEC at its public reference facility at:

Public Reference Room

100 F Street N.E.

Washington, DC 20549.

Please call the SEC at 1-800-732-0330 for further information on the operation of the public reference facilities.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by us with the Securities and Exchange Commission (the "Commission"). Reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the following Regional Offices of the Commission: Chicago Regional Office, 219 South Dearborn Street, Chicago, Illinois 60604 and New York Regional Office, 14th Floor, 75 Park Place, New York, New York 10007. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. DOCUMENTS INCORPORATED BY REFERENCE The following documents are incorporated by reference herein: 1. Annual Report on Form 10-KSB/A No. 2 for the fiscal year ended November 30, 1995. 2. Quarterly Report on Form 10-QSB/No. 1 for the quarters ended February 29, 1996 and May 31, 1996. 3. Registration Statement on Form S-1 (Registration No. 33-46580), declared effectivein this prospectus:

·	Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed on March 2, 2010;

·	Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010, filed on May 11, 2010; and

·	Current Reports on Form 8-K, filed on June 24, 2010, June 23, 2010, June 8, 2010, April 16, 2010, April 12, 2010, March 23, 2010, March 12, 2010, February 11, 2010, January 6, 2010; and

·	The description of our Common Stock set forth in our Registration Statement on Form 8-A (Registration No. 001-34499) filed with the SEC on October 20, 2009, including any amendments thereto or reports filed for the purpose of updating such description.

We also incorporate by ~~the Commission on November 18, 1992. Each document filed by the Company subsequent~~reference all documents we file (other than documents or portions of documents deemed to be furnished pursuant to the ~~date of this Prospectus pursuant to Section~~Exchange Act) under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act ~~prior to~~(a) after the ~~termination~~initial filing date of the registration statement of which this ~~offering shall be~~prospectus is a part and before the effectiveness of the registration statement, and (b) after the effectiveness of the registration statement and before the filing of a post-effective amendment that indicates that the securities offered by this prospectus have been sold or that deregisters the securities covered by this prospectus then remaining unsold. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference ~~in this Prospectus and~~herein shall be deemed to be modified or superseded for purposes hereof or of the related pro spectus supplement to the extent that a statement in any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part ~~hereof from the date~~ of ~~filing for such document. The Company hereby undertakes~~this prospectus.

$120,000,000

GULF RESOURCES, INC.

Common Stock

Preferred Stock

Debt Securities

Warrants

Units

PROSPECTUS

, 2010

We have not authorized any dealer, salesperson or other person to ~~provide without charge to each person, including~~give any ~~beneficial owner, to whom a Prospectus is delivered, upon written~~information or ~~oral request of such person, a copy of any and all of the information that was incorporated by reference~~represent anything not contained in ~~the Prospectus (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically~~or incorporated by reference into ~~the~~this prospectus. You must not rely on any unauthorized information. If anyone provides you with different or inconsistent information, that the Prospectus incorporates). Requests may be made to Diversifax, Inc. 39 Stringham Avenue, Valley Stream, New York 11580, Attn: Dr. Irwin A. Horowitz, (516) 872-0650. 2 THE COMPANY Since November 1, 1993, the Company, through its wholly owned subsidiaries IMSG Systems, Inc. ("IMSG") and IMSG's affiliated companies, National Copy Corp., Capital Copy Corp. and Advanced Business Systems, Inc., has been engaged in the business of owning, leasing, operating and servicing coin and debit card pay-per-copy photocopiers and microfilm reader-printers and accessory equipment. The Company operates its copiers in various states throughout the Eastern United States, Wisconsin and Illinois in differing sites including libraries, courthouses, colleges, drug stores, office supply stores and similar high traffic outlets. The Company has over 2,400 copiers at various locations. Generally, the Company is responsible for the collection of payments from each site and, at most locations, the site operators share in the revenues derived from the copy sales at their site. The Company has the ability to service and repair its copiers seven days a week. Users can pay per copy by inserting coins in the copier or by using a debit access card, which the user may purchase at the site of the copier. The Company commenced its Smart Switch-TM- fax operations in April 1995, upon the acquisition of the Smart Switch assets of Faxit Corporation. The Company either owns or leases "off the shelf" fax machines onto which it installs a dialer, preprogrammed to call the Smart Switch. The Smart Switch, a computerized switching device located at a central location (either on-site or at the Company's offices), has an automated switching system to permit the use of any "off the shelf" fax machine as a public fax machine. Billing of a public fax message is effected without the need for human intervention or the incorporation of a high cost credit card reading device into the fax machine. The Smart Switch software gives the Company the capacity to offer a variety of fax and voice services for hotels, libraries and airline lounges, and domestic and international fax transmission services. The Smart Switch permits hotels to offer in-room fax machines for guests' confidential use, thereby converting each room into a "Smart Suite". The Smart Switch software has been upgraded by the Company following its acquisition to permit billing of the useryou should not only through the user's credit card but also by billing to the user's hotel bill either by a transfer of the billing information to the hotel's computer or by a scanning of calls to listen for a fax tone. The Company has recently commenced marketing of the Smart Switch and has placed a small number of units under lease at hotels, airport lounges, libraries and colleges, principally in the Northeast. Customers include the Western Hotel (formerly the Grand Hotel) in Washington D.C. and TWA Ambassador Lounges. The term of the agreements range from one to four years, and the hotel, airline lounge or other party is responsible to pay the Company for the cost of the equipment as well as per minute usage charge. In November 1995, the Company entered into an agreement with AT&T Corp. ("AT&T") to jointly market the Company's in-room fax servicesrely on an exclusive basis to AT&T hotel accounts. There can be no assurance that any material sales or leases will result from this agreement or that AT&T will not terminate such agreement. The Company currently has 157 units installed, and has derived approximately $32,000 in sales revenues from these operations through July 31, 1996. The executive offices of the Company are located at 39 Stringham Avenue, Valley Stream, New York 11580. The telephone number is (516) 872-0650. 3 THE OFFERING Securities Offered:.................. 2,216,538 shares of Common Stock. Shares of Common Stock Outstanding as of August 9, 1996................... 14,040,215(1) Net Proceeds......................... The Company will not receive any of the proceeds from the sale by the Selling Stockholders. Risk Factors......................... Investment in the securities offered hereby involves a high degree of risk and immediate substantial dilution. See "Risk Factors." NASDAQ Symbol of Common Stock........................ DFAX _________________ (1) Does not include (i) an aggregate of 325,000 shares of Common Stock issuable upon the exercise of outstanding stock options and (ii) 1,762,520 shares of Common Stock issuable upon the exercise of outstanding warrants. 4 RISK FACTORS The securities offered hereby are speculative and involve a high degree of risk. Only those persons economically able to lose their entire investment should purchase these securities. Prospective investors, prior to making an investment decision, should carefully consider, along with other matters referred to herein, the following risk factors. HISTORY OF LOSSES AND ACCUMULATED DEFICIT. The Company has incurred net losses for the fiscal years ended November 30, 1994 and 1995 of $1,165,627 and $3,218,962, respectively, and $629,109 for the six month period ended May 31, 1996. At May 31, 1996, the Company had an accumulated deficit of $5,430,023. No assurance can be given that the Company will not continue to report losses on an annual basis or that the Company's business operations will ultimately prove to be profitable. In the event such losses continue, the Company would be required to seek to raise additional financing. If additional funds are not available, the Company may be required to curtail or discontinue some of its operations. WORKING CAPITAL DEFICIT; NEED FOR ADDITIONAL FUNDS. At May 31, 1996, the Company had a working capital deficit of $827,397. In view of the Company's operating losses and need for capital to finance the purchase of capital equipment and to market the Smart Switch, such working capital deficiency may increase. Also, the cash requirements needed to pursue opportunities or to address problems not now anticipated may put a strain on the Company's available cash resources. In April 1996, May 1996 and June 1996, Dr. Irwin A. Horowitz, Chairman of the Board, Chief Executive Officer and President of the Company, loaned an aggregate of $150,000 to the Company. There is no assurance that additional capital will be available to the Company if required or that capital, if any, will be available on terms acceptable to the Company. DEPENDENCE ON KEY PERSONNEL. The Company is dependent upon the services of its Chairman, Chief Executive Officer and President, Dr. Irwin A. Horowitz, and of Mario DiNatale, the President of the subsidiary of the Company conducting Smart Switch operations and a director of the Company, for the successful operation and development of its business. Dr. Horowitz and Mr. DiNatale have employment contracts with the Company through November 1997 and March 1997, respectively. The loss of services of either Dr. Horowitz or Mr. DiNatale could materially and adversely affect its operations. In addition, in order to market, produce and upgrade its products, the Company will have to attract and retain additional technically qualified personnel with backgrounds in engineering, production and marketing. The Company currentlyit. This prospectus does not maintain key man life insurance on the life of either Dr. Horowitz or Mr. DiNatale. UNCERTAINTY OF MARKET ACCEPTANCE OF SMART SWITCH. In connection with its Smart Switch, the Company faces the types of problems, delays, expenses and difficulties which are frequently encountered by a company tryingoffer to introduce a new line of products to the market. The Company only has limited operating experience with the Smart Switch and, to date, revenues derived from the Smart Switch have been minimal. The initial results from the Company's Smart Switch operations have varied. A number of hotels, airport lounges, libraries and colleges have installed and are currently utilizing the Smart Switch. A number of other hotels, which primarily installed the Smart Switch on a trial basis, have canceled or determined not to permanently install such machines, apparently primarily due to insufficient usage by guests. The Company believes that these hotels did not adequately market to their guests the availability of the fax machines. While other customers are generally showing a greater degree of usage, there can be no assurance that there will not be a material amount of cancellations, or that significant new orders will develop so as to make the Smart Switch operations of the Company profitable. There can be no assurance that the Smart Switch services will gain broad market acceptance. In November 1995 the Company entered 5 ~~into an agreement with AT&T to jointly market the Company's in-room fax services on an exclusive basis to AT&T hotel accounts. There can be no assurance that~~sell any material sales or leases will result from this agreement or that AT&T will not terminate the agreement. NO MARKET RESEARCH OF POTENTIAL DEMAND FOR SMART SWITCH. The Company has neither conducted nor have others made available to the Companyshares in any results of market research that would give management sufficient information to estimate potential demand for its Smart Switch with certainty. There can be no assurance that sufficient market penetration can be achieved or the planned placement of the Company's equipment will be absorbed by the market in the event such demand can be identified. COMPETITION. COPIERS. The Company markets its copier services to those users who need to copy documents, books, and other materials that are located at the sitesjurisdiction where the Company's copiers have been placed. Other companies that offer similar services include Continental Copy Products Limited, Dual Office Suppliers, Inc., Boston Copico and Compucopy. Each of these competitors competes with the Company in a different limited geographic region. Continental Copy Products Limited principally conducts operations in Connecticut and downstate New York; Dual Office Supplies principally conducts operations in Illinois; Boston Copico principally conducts operations in Massachusetts, Connecticut and downstate New York; and Compucopy principally conducts operations in southern Florida. Competition between companiesit is generally based on price and quality of service offered. FAX MACHINES. The public fax business is in an early stage of development. The Company does not know of any other company that offers a computer software switching device which can convert any "off-the-shelf" fax machine into a public fax. The Company's principal competitors must physically reconfigure each fax machine they install using a procedure that can only be used on a particular model of fax machine in which they usually specialize (the same procedure cannot be used on different models). AlphaNet, the Company's largest competitor, is able to reconfigure a particular model thermal paper fax machine and has placed these reconfigured machines at a large number of locations. Other competitors, Teledex and Action Fax, offer products which do not currently offer the various features of the Company's Smart Switch, such as the range of useable fax machines, customized billing by floor or room and voice mail. In general, AlphaNet competes in all of the Company's markets while Teledex and Action Fax offer only limited competition and are located in limited markets. Competition between companies is generally based on price and quality of service offered. It should be noted, however, that if the public fax business generates substantial profits and appears to be capable of significant growth, other companies with greater resources than the Company's may enter the business and present intense competition. The Company believes that if this were to occur, it could expect to encounter significant competition from two general areas: (i) other companies organized to provide public facsimile transmission services and/or equipment; and (ii) assisted facsimile transmission services. In addition, it should be noted that facsimile transmission also competes with alternative methods of document delivery, principally overnight small package express services such as Federal Express and United Parcel Service, as well as the United States Post Office Express Mail Service. In all of the foregoing areas, virtually all competitors can be expected to be considerably better established and larger than the Company in total assets and resources. CREDIT CARD REGULATIONS. The Company's business is dependent on its securing processing for its credit card transactions. Credit card companies establish the rules and regulations for processing eligibility and determine which businesses may accept their cards, and on what terms. While the Company's facsimile machines are presently processed through all major credit card companies, there can be no assurance that 6 in the future some or all credit card companies may not change the terms on or circumstances under which their credit cards will be accepted so as to adversely effect the business of the Company. GOVERNMENT REGULATION. There are no known federal or state regulations which regulate the public facsimile transmission business, other than the regulations of the telephone industry, whose services the Company utilizes. There can be no assurance that the Company's business will not be regulated in the future or that such regulations will not have an adverse effect upon the Company's profitability. LACK OF PATENT PROTECTION; TECHNOLOGICAL CHANGES; RISK OF PRODUCT OBSOLESCENCE. COPIERS. The Company does not, in general, rely on patented technology with respect to its copier operations, although the Company does purchase and operate copiers which may contain patented technology. However, management believes that the proprietary nature of this technology does not affect the Company's operations. There can be no assurance, however, that patented technology will not affect the Company in the future if the Company is unable to obtain copiers that have a patented feature which make them more desirable than copiers currently being used by the Company or that will be acquired by the Company in the future. The Company is presently seeking a patent on a photocopy machine cover that allows books to be copied without damage to the binding. There is no assurance that a patent will be granted or that the patent will be of economic importance to the Company. FAX MACHINES. Although the Company has applied for a patent covering the technologies upon which the Company's Smart Switch systems are based, there is no assurance that the patent applied for will be issued or, if issued, will provide the Company with meaningful protection from competition, or that the Company will have the financial resources necessary to enforce any patent rights that it may have. Other companies may have been or may be involved in research and development which may lead to patents similar to or superior to those developed by the Company or relating to specific aspects of the Company's products and technologies, and the Company has not engaged counsel to determine whether its products in general are free from patent infringement. Unless so protected or protected by nondisclosure agreements, the Smart Switch is susceptible to being analyzed and reconstructed by an existing or potential competitor. The Company is not aware of any claims that its products infringe upon the proprietary rights of third parties. However, there can be no assurance that third parties will not assert infringement claims against the Company in the future, and the cost of responding to such assertions, regardless of their validity, could be significant. In addition, such claims may be found to be valid and could result in awards against the Company, which could have a material adverse effect on the Company's business. As a result, the cost to the Company of protecting its patent rights could be substantial. The market for the Company's public-fax products is characterized by rapidly changing technologies and evolving industry standards. The Company's success will depend in large part on the Company having a technically competent staff and on its ability to anticipate changes in technology and industry standards and, to the extent such changes impact the Company's technology and products, to respond to market and technological developments on a timely basis. There can be no assurance that the Company will be able to keep pace with the technological demands of the market place. Moreover, there can be no assurance that new products or technologies will not render the Company's Smart Switch less competitive or obsolete. DEPENDENCE ON SUPPLIERS. COPIERS. The Company currently purchases both new and used copiers from a variety of sources. The Company has not experienced any difficulties in obtaining equipment or parts and supplies and does not anticipate that there will be any problems obtaining any equipment, parts or supplies in the future. 7 FAX MACHINES. The Company assembles the Smart Switch by programming the Company's proprietary software into off-the-shelf computers and then leases the programmed computer together with off-the-shelf fax machines, telephones, dialers and components all of which are manufactured by other vendors. The Company purchases certain custom components and complete fax machines from single suppliers in order to obtain lower prices. In the past, the Company has had satisfactory relationships with its suppliers and has not experienced delays inunlawful. Neither the delivery of ~~components or public-fax machines. The Company generally does not maintain supply contracts with its suppliers and purchases components pursuant to purchase orders~~this prospectus, nor any sale made hereunder, shall create any implication that the information in the ordinary course of business. The Company believes that there are a number of other suppliers for the components that it uses. The Company has not experienced any difficulties in obtaining equipment or parts and supplies and, although there can be no assurance thereof, does not anticipate that there will be any problems obtaining any equipment, parts or supplies in the future. DEPENDENCE ON CERTAIN CUSTOMERS; RECENT LOSS OF LARGE CUSTOMER. During the fiscal years ended November 30, 1994 and 1995, revenue derived from two of the Company's copier customers, a major library system in the City of New York and a large university located in the southeastern United States, amounted to approximately 21.9% and 24.7%, respectively, of the Company's revenues. The Company's contract with the large southeastern university, whichthis prospectus is not terminable at will, is for a term of one year (ending April 23, 1997) and is renewable at the parties' option for four additional one year terms. In general, customer accounts are maintained pursuant to contractual agreements that have terms ranging from three to five years. Currently, there are varying terms remaining on all of the Company's customer contracts, except for that with the major library system in the City of New York. In March 1996, the Company was not successful in its bid for the renewal of its contract with this library system, which provided approximately 12.3% of the Company's sales for the fiscal year ended November 30, 1995. SEASONALITY. 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 week of January due to school and employee vacation patterns. Although the Company has a working capital deficit and cash flow tends to be tight in these periods of low revenue, the Company has not experienced severe cash flow difficulties. Seasonally slow periods are immediately preceded by periods of high volume of use, which generate increased cash flows. In addition, because the copier business is conducted primarily in cash, there is no lead time between sales and collections. Also fluctuations are regular and predictable, thereby allowing the Company to plan for such low revenue months. Historically, the President of the Company has advanced funds to the Company when needed so that it could meet its day to day cash obligations, although there can be no assurance he will continue to do so in the future. Finally, many creditors have typically allowed the Company to forbear during these slow months, although there can be no assurance they will continue to do so in the future. POTENTIAL DEPRESSIVE EFFECT ON MARKET PRICE DUE TO FUTURE SALES OF COMMON STOCK. 7,715,304 shares of the Company's outstanding Common Stock are "restricted securities" as that term is defined in Rule 144 promulgated under the Securities Act (excluding, for this purpose, the shares registered hereby). Ordinarily, under Rule 144, a person holding restricted securities for a period of two years may, every three months, sell in ordinary brokerage transactions or in transactions directly with a market maker an amount equal to the greater of one percent of the Company's then outstanding Common Stock or the average weekly trading volume during the four calendar weeks prior to such sale. Rule 144 also permits the sale of shares without any quantity limitation by a person who is not an affiliate of the Company and who has satisfied a three year holding period. At least 6,334,445 of such 7,715,304 shares are currently eligible for sale under Rule 144. In addition, the 2,216,538 shares of Common Stock registered hereby may now be sold into the open market, subject to an agreement of holders of an aggregate of 1,961,841 shares to sell no more than 8 ~~25% of their shares within six months of~~correct after the date of this Prospectus, no more than an additional 25% within the following three months and no more than an additional 25% during the next three months. Furthermore, there is an aggregate of 1,660,000 shares of Common Stock underlying warrants and stock options issued by the Company, which shares may ultimately be sold into the open market. The sale of a large number of shares in the open market is likely to have a depressive effect on the market price of the Common Stock. POSSIBILITY OF DELISTING FROM NASDAQ. The Company's Common Stock is listed on the NASDAQ System. To remain listed with NASDAQ, companies are required to have not less than $2,000,000 in total assets and $1,000,000 in capital and surplus. As of May 31, 1996, the Company had total assets of $5,413,195 and $3,857,402 in stockholder equity. In the event the Company is unable to continue to meet the NASDAQ requirements for continued listing, trading, if any, in the Common Stock would thereafter be conducted in the over-the-counter market in the so-called "pink sheets" or the NASD's "Electronic Bulletin Board," and it would be more difficult to dispose of the Common Stock or to obtain as favorable a price for the Common Stock. Thus, the liquidity of the Common Stock could be impaired, not only in the number of shares of Common Stock that could be bought and sold at a given price, but also through delays in the timing of transactions. PENNY STOCK REGULATION Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. If the Common Stock becomes subject to the penny stock rules, investors may find it more difficult to sell the Common Stock. CONTROL OF THE COMPANY. Dr. Irwin Horowitz, President of the Company, presently owns 6,310,000 shares of Common Stock, representing 44.7% of the outstanding Common Stock of the Company and effectively controls the Company. Due to this control, Dr. Horowitz will be able to control or influence such actions as election of directors and the authorization of certain transactions that require shareholder approval and be able to otherwise control the Company's policies without concurrence of the Company's other shareholders. COMPANY PARTY TO LAWSUITS. The Company is involved in the following legal proceedings: (1) The Company has instituted an action to enforce a restrictive covenant against a former employee. The employee's current employer has counterclaimed for $1,750,000 based upon an alleged unfair or trade practice in seeking to prevent it from employing the employee; and (2) The Company is a party to a suit for 9 $228,670, brought by former creditors to the Company, which amount the Company believes is payable in Common Stock but the plaintiff is seeking cash in lieu of Common Stock. DIVIDENDS ON COMMON STOCK NOT LIKELY. The Company has never paid any cash dividends on its Common Stock. For the foreseeable future it is anticipated that earnings, if any, which may be generated from the Company's operations will be used to finance the growth of the Company and that cash dividends will not be paid to holders of shares of Common Stock. USE OF PROCEEDS The Company will not realize any proceeds from the sale of the Common Stock which may be sold under this Prospectus. SELLING STOCKHOLDERS The following table sets forth the beneficial ownership of the Common Stock owned by each of the selling stockholders (the "Selling Stockholders") as of August 9, 1996.

_________________________ (1) Includes options to purchase an aggregate of 40,000 shares. (2) Includes warrants to purchase an aggregate of 25,000 shares. (3) Includes warrants to purchase an aggregate of 10,000 shares. (4) Includes warrants to purchase an aggregate of 70,000 shares. (5) Includes warrants to purchase an aggregate of 100,000 shares. (6) Includes warrants to purchase an aggregate of 115,000 shares. (7) Includes warrants to purchase an aggregate of 5,000 shares. (8) Includes warrants to purchase an aggregate of 150,000 shares. (9) Includes warrants to purchase an aggregate of 20,000 shares. (10) Includes warrants to purchase an aggregate of 7,500 shares. (11) Includes warrants to purchase an aggregate of 2,080 shares. (12) Includes warrants to purchase an aggregate of 40,000 shares. (13) Includes warrants to purchase an aggregate of 4,000 shares. (14) Includes warrants to purchase an aggregate of 12,500 shares. (15) Includes warrants to purchase an aggregate of 18,750 shares. (16) Includes warrants to purchase an aggregate of 6,250 shares. (17) Includes warrants to purchase an aggregate of 125,000 shares. (18) Includes warrants to purchase an aggregate of 50,000 shares. (19) Includes warrants to purchase an aggregate of 1,500 shares. * Less than 1% ** Has entered into a Lock-up Agreement, as described in "Plan of Distribution." *** Has entered into a Lock-up Agreement as to 7,500 shares. **** Includes 5,000 shares received on October 7, 1996. Has entered into a Lock-Up Agreement as to 25,000 shares. Selling Stockholders will be entitled to receive all of the proceeds from the future sale of their shares of Common Stock. The Company will not receive any proceeds from the future sale of any of the aforementioned shares by the respective Selling Stockholders. The Company will bear all the expenses (other than stock transfer taxes, brokerage commissions and other selling expenses) of any offering by the Selling Stockholders. 13 None of the Selling Stockholders has had, within the past three years, any position, office or material relationship with the Company except that (i) Mr. Eugene Bilotti is currently a director of the Company; (ii) Ms. Jean A. Bilotti is the wife of Eugene Bilotti; (iii) Mr. Greg Horowitz is the son of Dr. Irwin A. Horowitz, the Chairman, Chief Executive Officer and President of the Company, and is the Florida counsel to the Company; (iv) Mr. Yiannakis Soteriou is currently a consultant to the Company; (v) Mr. Mario DiNatale is a director of the Company and President of DiversiFax Information Service, Inc., a subsidiary of the Company; (vi) Salon, Marrow & Dyckman, LLP are the former attorneys of the Company; (vii) Mr. Keith Fenton is currently a consultant to the Company; (vii) Mr. Judd Rothman was a director of the Company from 1992 to 1993; and (viii) Wall Street Associates is currently the public relations firm of the Company. PLAN OF DISTRIBUTION The Selling Stockholders may offer and sell shares of Common Stock from time to time as market conditions permit in the over-the-counter market, or otherwise, at prices and terms then prevailing or at prices related to the then- current market price, or in negotiated transactions. The shares may be sold by one or more of the following methods, without limitation: (a) a block trade in which a broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus; (c) ordinary brokerage transactions and transactions in which the broker solicits purchases; and (d) face-to-face transactions between sellers and purchaser without a broker or dealer. In effecting sales, brokers or dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate. Such brokers or dealers may receive commissions or discounts from Selling Stockholders in amounts to be negotiated. Such brokers, dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act, in connection with such sales. The Company will advise all Selling Stockholders that the State of New Jersey requires that all sales of Common Stock sold in New Jersey must be made through brokers or dealers registered with New Jersey, or pursuant to an exemption from such requirement. In addition, 2,216,538 shares of Common Stock registered hereby may now be sold into the open market, subject to a "lock-up" agreement with holders of an aggregate of 1,961,841 shares to sell no more than 25% of their shares within six months of the date of this Prospectus, no more than an additional 25% within the following three months and no more than an additional 25% during the next three months. LEGAL MATTERS The validity of the securities offered hereby will be passed upon for the Company by Breslow & Walker, 875 Third Avenue, New York, New York 10022. 14 EXPERTS The financial statements of the Company, as of November 30, 1995, and for the years ended November 30, 1994 and November 30, 1995, incorporated by reference herein and elsewhere in the Registration Statement, have been incorporated by reference herein and in the Registration Statement in reliance upon the reports of Hoberman, Miller & Co., P.C., independent certified public accountants, given upon authority of said firm as experts in accounting and auditing and incorporated by reference herein. ADDITIONAL INFORMATION The Company has filed with the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C., a Registration Statement on Form S-3 under the Securities Act of 1933, as amended, for the registration of the securities offered hereby. This Prospectus, which is part of the Registration Statement, does not contain all of the information contained in the Registration Statement. For further information with respect to the Company and the securities offered 7hereby, reference is made to the Registration Statement, including the exhibits thereto, which may be inspected, without charge, at the Office of the Securities and Exchange Commission, or copies of which may be obtained from the Commission in Washington, D.C., upon payment of the requisite fees. Statements contained in this Prospectus as to the content of any contract or other document referred to are not necessarily complete, and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by such reference. 15 ______________________________________________________________________________ NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION IN ANY JURISDICTION TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS, NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE CIRCUMSTANCES OR THE FACTS HEREIN SET FORTH SINCE THE DATE HEREOF. ___________________________ TABLE OF CONTENTS Page ---- AVAILABLE INFORMATION........................................ 2 DOCUMENTS INCORPORATED BY REFERENCE.......................... 2 THE COMPANY.................................................. 3 THE OFFERING................................................. 4 RISK FACTORS................................................. 5 USE OF PROCEEDS.............................................. 10 SELLING STOCKHOLDERS......................................... 10 PLAN OF DISTRIBUTION......................................... 14 LEGAL MATTERS................................................ 14 EXPERTS...................................................... 15 ADDITIONAL INFORMATION....................................... 15 ___________________________ ________________________________________________________________________________ DIVERSIFAX, INC. 2,216,538 SHARES OF COMMON STOCK ______________________ PROSPECTUS _____________________ _________, 1996 ________________________________________________________________________________ hereof.

PART II INFORMATION NOT REQUIRED IN PROSPECTUS ~~ITEM~~

Item 14. ~~OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.~~ Other Expenses of Issuance and Distribution.

The ~~estimated expenses~~following table sets forth an estimate of the ~~Registrant in connection with~~fees and expenses relating to the issuance and distribution of the securities being registered hereby, other than underwriting discounts and commissions, all of which shall be borne by Gulf Resources. All of such fees and expenses, except for the SEC Registration Fee, are ~~as follows: Registration Fee....................................... $ 3,908.32 Accounting Fees~~estimated:

SEC Registration Fee	$	8,556
Transfer agent’s fees and expenses		5,000	*
Printing and engraving expenses		15,000	*
Accounting fees and expenses		3,500	*
Legal fees and expenses (including blue sky services and expenses)		75,000	*
Miscellaneous		5,000	*
Total	$	112,056	*

* Estimated

__________________

Item 15. Indemnification of Officers and ~~Expenses........................... 4,000.00 Legal Fees~~Directors

Our Amended and ~~Expenses................................ 24,500.00 Blue Sky Fees~~Restated Certificate of Incorporation provides that all directors, officers, employees and Expenses............................. 7,750.00 Miscellaneous Expenses................................. 841.68 ---------- Total.......................................... $41,000.00 ________________________ ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Under agents of the registrant shall be entitled to be indemnified by us to the fullest extent permitted by under Delaware law.

Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.

“Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the registrant may or shall, subject to various exceptions and limitations, indemnify its directors or officers and may purchase and maintain insurance therefor. The Company has included in its Certificate of Incorporation pursuant to Section 102(b)(7)right of the ~~Delaware General Corporation Law~~corporation) by reason of the fact that the person is or was a ~~provision eliminating~~director, officer, employee or agent of the ~~personal liability~~corporation, or is or was serving at the request of ~~directors to~~ the Company or its stockholders for damages for breach of fiduciary duty. The principal effect of this provision in the Company's Certificate of Incorporation is to eliminate potential monetary damage actions against any director for breach of his dutiescorporation as a director, ~~except (a) for any breach~~officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the ~~director's duty of loyalty to~~person in connection with such action, suit or proceeding if the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under section 174 of the General Corporation Law, which relates to a willful or negligent violation of section 160 (regarding the illegal purchase or redemption of stock by a corporation) or 173 (regarding a corporations illegal declaration or payment of dividends) of the General Corporation Law, or (d) for any transaction from which the director for acts or omissions occurring prior to the date of adoption of this provision. In addition, section 145 of the Delaware General Corporation Law empowers a corporation (a) to grant indemnification to any officer or director where it is determined that heperson acted in good faith and in a manner ~~he reasonably~~the person reasona bly believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe ~~his~~the person's conduct was ~~unlawful~~unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person's conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except th at no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to ~~advance~~a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such dire ctors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the ~~expenses~~corporation in advance of ~~defending claims~~the final disposition of such action, suit or proceeding upon receipt of ~~his~~an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, ~~amount~~as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which itthose seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is ~~later determined he~~the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or adva ncement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not ~~entitled.~~the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corpor ation if its separate existence had continued.

(i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section.

(j) The ~~Company's By-laws provide that~~indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the ~~Company will indemnify~~benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation's obligation to advance expenses (including attorneys' fees).”

Paragraph 10 of ~~defense to its officers~~our Amended and ~~directors substantially~~Restated Certificate of Incorporation provides:

“The corporation shall, to the ~~full~~fullest extent ~~authorized~~permitted by ~~the Delaware General Corporation Law. The foregoing statement is subject to the detailed provisions of Sections 102 and~~Section 145 of the ~~Delaware~~ General Corporation ~~Law. II-1~~ ITEM 16. EXHIBITS. Exhibit Sequentially Numbered Number Documents Page Where Located ------- --------- ------------------ 3(a) Certificate of Incorporation* _ _ 3(b) By-Laws* _ _ 5 Opinion of Counsel. 21 23(a) Independent Auditors' Consent. 22 23(b) Consent of Counsel is contained in the Opinion of Counsel, filed as part hereof as Exhibit 5. _ _ _________________ * Previously filed with the Company's Registration Statement on Form S-1 (No. 33-46580) declared effective by the commission on November 18, 1992. ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to include any additional or changed material information on the plan of distribution. (2) For determining any liability under the Act, treat each post-effective amendment as a new registration statementLaw of the ~~securities offered,~~State of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the ~~offering~~indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the ~~securities at that time to be the initial bona fide offering. (3) File~~heirs, executors, and administrators of such a ~~post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.~~ person.”

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons ~~of the Registrant~~ pursuant to the foregoing provisions, or otherwise, ~~the Registrant has~~we have been advised that in the opinion of the ~~Commission~~SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdic tion the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The underwriting agreement, if an underwriting agreement is utilized, may provide for indemnification by any underwriters of the company, our directors, our officers who sign the registration statement and our controlling persons (if any) for some liabilities, including liabilities arising under the Securities Act.

Item 16. Exhibits

Exhibit Number		Description of Document

1.1*		Form of underwriting agreement with respect to common stock, preferred stock, warrants or debt securities.

4.1*		Form of specimen common stock certificate, if any

4.2*		Form of specimen certificate for preferred stock of registrant, if any.

4.3*		Certificate of designation for preferred stock, if any.

4.4 **		Form of indenture with respect to senior debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any.

4.5 **		Form of indenture with respect to subordinated debt securities, to be entered into between registrant and a trustee acceptable to the registrant, if any.

4.6*		Form of debt securities, if any.

4.7*		Form of warrant agreement and warrant certificate, if any.

4.8*		Form of unit agreement and unit certificate, if any.

5.1**		Opinion of Loeb & Loeb LLP as to the legality of certain securities being registered.

12.1**		Statement regarding computation of the ratio of earnings to fixed charges for each of the periods represented.

23.1**		Consent of BDO Limited, an independent registered public accounting firm.

23.2**		Consent of Morison Cogen, LLP, an independent registered public accounting firm.

23.3**		Consent of Loeb & Loeb LLP, with respect to certain securities being registered (included in Exhibit 5.1).

24.1 **		Power of Attorney (included on signature pages to the registration statement).

25.1***		Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of a trustee acceptable to the registrant, as trustee under the Indenture with respect to senior debt securities.

25.2***		Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of a trustee acceptable to the registrant, as trustee under the Indenture with respect to subordinated debt securities.

__________________

* To the extent applicable, to be filed by a post-effective amendment or as an exhibit to a document filed under the Securities Exchange Act, as amended, and incorporated by reference herein.

** Filed herewith.

*** To the extent applicable, to be filed under Form 305B2.

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. Provided, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act that are incorporated by reference in the registration statements or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(1) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(2) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to whi ch that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(d) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepa red by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(e) The undersigned registrant hereby undertakes that: (i) for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall of 1933 be deemed to be part of the registration statement as of the time it was declared effective; and (ii) for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(f) If and when applicable, the undersigned registrant, hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

(g) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the ~~Registrant~~registrant of expenses incurred or paid by a director, officer or controlling person of the ~~Registrant~~registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the ~~Registrant~~registrant will, unless in ~~the~~th e opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue. ~~II-2~~

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the ~~Registrant~~registrant certifies that it has reasonable grounds to believe that it meets ~~all of~~ the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of ~~Valley Stream, State~~Shouguang, People’s Republic of ~~New York,~~China, on October 8, 1996. DIVERSIFAX, INC. By: /s/ Irwin A. Horowitz -------------------------------- Dr. Irwin A. Horowitz Presidentthe 29th day of July, 2010.

	GULF RESOURCES, INC.

	By	/s/ Xiaobin Liu
		Name: Xiaobin Liu
		Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and ~~Chief Executive Officer (Principal Executive, Financial~~appoints Xiaobin Liu and ~~Accounting Officer)~~ Min Li or either of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and age nts, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this ~~Registration Statement~~registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Irwin A. Horowitz Director October 8, 1996 - ------------------------------------ Dr. Irwin A. Horowitz /s/ Eugene Bilotti Director October 8, 1996 - ------------------------------------ Eugene Bilotti /s/ Mario Dinatale Director October 8, 1996 - ------------------------------------ Mario DiNatale /s/ Kenneth Ross Wolfe Director October 8, 1996 - ------------------------------------ Kenneth Ross Wolfe II-3

Delaware	13-3637458
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Large accelerated filer ¨		Accelerated filer ¨		Non-accelerated filer x		Smaller reporting company ¨
				(Do not check if a smaller reporting company)

About This Prospectus	1
Prospectus Summary	1
The Offering	2
Our Company	2
Risk Factors	3
Use Of Proceeds	4
Ratio of Earnings to Fixed Charges	4
Descriptions Of The Securities We May Offer	5
Capital Stock	5
Warrants	7
Debt Securities	9
Units	16
Plan Of Distribution	17
Legal Matters	19
Experts	19
Where You Can Find More Information About Us	20
Incorporation Of Certain Documents By Reference	20

	YEAR ENDED DECEMER 31,					THREE MONTHS ENDED MARCH 31,
	2005	2006	2007	2008	2009	2010
Ratio of Earnings to Fixed Charges	N/A	817,221	125	510	2,418	43,926

Title of each Class of Security being Registered	Amount being Registered		Proposed Maximum Offering Price Per Security		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.0005 par value per share(2)		(3)(4)		(3)		(3)		(3)
Preferred Stock, $0.001 par value per share (2)		(3)(4)		(3)		(3)		(3)
Warrants (2)		(3)(4)		(3)		(3)		(3)
Debt securities		(3)(4)		(3)		(3)		(3)
Units		(3)(4)		(3)		(3)		(3)
Total (1)	$120,000,000		100%		$120,000,000	(2)	$8,556	(5)

	·	common stock;
	·	preferred stock;
	·	debt securities, in one or more series;
	·	warrants to purchase any of the securities listed above; and/or
	·	units consisting of one or more of the foregoing.

Name	Position	Date
/s/ Xiaobin Liu	Chief Executive Officer (Principal Executive Officer) and Director	July 29, 2010
Xiaobin Liu

/s/ Ming Yang	Chairman	July 29, 2010
Ming Yang	Chairman

/s/ Min Li	Chief Financial Officer (Principal Accounting Officer)	July 29, 2010
Min Li	Chief Financial Officer (Principal Accounting Officer)

/s/ Naihui Miao	Director	July 29, 2010
Naihui Miao

/s/ Richard Khaleel	Director	July 29, 2010
Richard Khaleel

/s/ Biagio Vignolo	Director	July 29, 2010
Biagio Vignolo

/s/ Shi Tong Jiang	Director	July 29, 2010
Shi Tong Jiang

/s/ Ya Fei Ji	Director	July 29, 2010
Ya Fei Ji