content: As filed with the Securities and Exchange Commission on May 24, 2005
  
                            Registration No. 333-________
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                      CDEX Inc.
               (Exact Name of Registrant as Specified in Its Charter)
  
  
                   Nevada                                    52-2336836
        (State or Other Jurisdiction of                  (I.R.S. Employer
          Incorporation or Organization)                 Identification No.)
  
  
                           1700 Rockville Pike, Suite 400
                              Rockville, Maryland 20852
                                   (301) 881-0080
     (Address, Including Zip Code, of Registrant's Principal Executive Offices)
  
                              2002 Stock Incentive Plan
                              2003 Stock Incentive Plan
                                (Full Title of Plan)
  
                               Malcolm H. Philips, Jr.
                           1700 Rockville Pike, Suite 400
                              Rockville, Maryland 20852
                                   (301) 881-0080
   (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                                of Agent For Service)
  
                                      Copy to:
  
                               Jeffrey A. Rinde, Esq.
                                 Bondy & Schloss LLP
                            60 East 42nd St., 37th Floor
                              New York, New York 10165
                                   (212) 661-3535
                              Facsimile: (212) 972-1677
  
  
  <PAGE>
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
    ----------------------------------------------------------------------------------------------------------------------
                                                                    Proposed maximum     Proposed maximum      Amount of
                                                 Amount to be        offering price     aggregate offering   registration
                                                  registered            per share             price               fee
    ----------------------------------------------------------------------------------------------------------------------
  <S>                                             <C>                    <C>               <C>                   <C>
    Class A common stock, par value $.005         7,480,475 (1)          $ 1.33 (2)         $ 9,949,032         $ 1,171
    per share, issuable under the 2003
    Stock Incentive Plan
    ----------------------------------------------------------------------------------------------------------------------
    Class A common stock, par value $.005         2,519,525 (3)          $ 1.33 (4)         $ 3,350,968         $   394
    per share, issued pursuant to 2002
    Stock Incentive Plan
    ----------------------------------------------------------------------------------------------------------------------
    Total registration fee                                                                                      $ 1,565
    ----------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
    (1)    Represents (i) 6,034,643 shares of Class A common stock which have been
           granted under the registrant's 2003 Stock Incentive Plan, and (ii) the
           maximum number of additional shares of Class A common stock which could
           be granted under the registrant's 2003 Stock Incentive Plan, and
           includes an indeterminate number of shares which may be issuable by
           reason of a stock dividend, stock split, recapitalization or other
           similar event, in accordance with Rules 416(a) of the Securities Act of
           1933, as amended.
  
    (2)    Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
           amended, based upon (i) the average of the closing bid price of $1.25
           and closing asked price of $1.40 of the registrant's common stock on
           the OTC Bulletin Board on May 18, 2005 with respect to: (A) 6,034,643
           shares of Class A common stock which have been granted under the
           registrant's 2003 Stock Incentive Plan, and (B) 1,445,832 shares of
           Class A common stock which are available for grant under the 2003 Stock
           Incentive Plan, but have not been granted as of the date of this
           registration statement.
  
    (3)    Represents (i) 2,519,525 shares of Class A common stock which have been
           granted under the registrant's 2002 Stock Incentive Plan, and (ii) the
           maximum number of additional shares of Class A common stock which could
           be granted under the registrant's 2002 Stock Incentive Plan, and
           includes an indeterminate number of shares which may be issuable by
           reason of a stock dividend, stock split, recapitalization or other
           similar event, in accordance with Rules 416(a) of the Securities Act of
           1933, as amended.
  
    (4)    Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
           amended, based upon (i) the average of the closing bid price of $1.25
           and closing asked price of $1.40 of the registrant's Class A common
           stock on the OTC Bulletin Board on May 18, 2005 with respect to
           2,519,525 shares of Class A common stock which have been granted under
           the registrant's 2002 Stock Incentive Plan.
  
  ================================================================================
  
  
                                  EXPLANATORY NOTE
  
  The purpose of this Form S-8 registration statement is to register shares of the
  Class A common stock of CDEX Inc. (the "Company") issued or available for
  issuance under the Company's 2002 Stock Incentive Plan and 2003 Stock Incentive
  Plan.
  
  This registration statement includes a reoffer prospectus prepared in accordance
  with the requirements of Instruction C to Form S-8 and Part I of Form S-3. The
  reoffer prospectus may be utilized for reoffers and resales of "restricted
  securities" or of securities acquired under the Plan by the Company's directors
  and officers deemed to be "affiliates" under Rule 405.
  
  <PAGE>
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  The documents containing the information specified in Part I of Form S-8 will be
  sent or given to employees as specified by Rule 428(b)(1) of the Securities Act.
  Such documents need not be filed with the SEC either as part of this
  registration statement or as prospectuses or prospectus supplements, pursuant to
  Rule 424 of the Securities Act. These documents and the documents incorporated
  by reference in this registration statement, pursuant to Item 3 of Part II of
  this registration statement, taken together, constitute a prospectus that meets
  the requirements of Section 10(a) of the Securities Act.
  
  
  
  
  <PAGE>
  
  
  REOFFER PROSPECTUS
  
                                      CDEX Inc.
  
                      3,971,419 Shares of Class A Common Stock
  
  This Prospectus relates to the reoffer and resale of up to 3,971,419 shares of
  Class A common stock, par value $.005 per share, of CDEX Inc. by officers,
  directors and other "affiliates" as defined in Rule 405, promulgated under the
  Securities Act of 1933, as amended (the "Securities Act"). These affiliates
  ("Selling Shareholders") acquired the shares under the Company's 2003 Stock
  Incentive Plan (the "2003 Plan") and the Company's 2002 Stock Incentive Plan
  (the "2002 Plan") (collectively, the "Plans").
  
  The Selling Shareholders will determine when they will sell their shares, and in
  all cases they will sell their shares at the then-prevailing market price or at
  prices negotiated at the time of sale. We will not receive any proceeds from
  these sales. The brokers and dealers that the Selling Shareholders may utilize
  in selling their shares may receive compensation in the form of underwriting
  discounts, concessions or commissions from the sellers or purchasers of the
  shares.
  
  Our stock is traded on the OTC Bulletin Board under the symbol "CEXI.OB." On May
  18, 2005, the last reported sale price of our Class A common stock on the OTC
  Bulletin Board was $1.25 per share. On May 18, 2005, there were 33,177,764
  shares of our Class A common stock issued and outstanding.
  
  Our principal executive offices are located at 1700 Rockville Pike, Suite 400,
  Rockville, Maryland 20852, and our telephone number is (301) 881-0080.
  
  Investing in the shares involves risks, which are described from time to time in
  the periodic reports we file with the Securities and Exchange Commission
  ("SEC"), and which we incorporate herein by reference. Also see "Risk Factors"
  beginning on page 2.
  
  NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
  ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
  CRIMINAL OFFENSE.
  
  
                    The date of this prospectus is May 24, 2005.
  
  
  
  
                                         1
  <PAGE>
  
  
                                  TABLE OF CONTENTS
  
  
  
  Risk Factors..................................................................3
  
  Cautionary Statement Regarding Forward-Looking Statements.....................9
  
  Business......................................................................10
  
  Selling Shareholders..........................................................11
  
  Plan Description..............................................................12
  
  Plan of Distribution..........................................................13
  
  Use of Proceeds...............................................................13
  
  Experts.......................................................................14
  
  Indemnification of Directors and Officers.....................................14
  
  Legal Matters.................................................................15
  
  Where You Can Find More Information...........................................15
  
  Incorporation of Certain Documents by Reference...............................15
  
  
                                         2
  <PAGE>
  
  
                                    RISK FACTORS
  
  
  RISKS RELATED TO OUR BUSINESS
  
  A history of operating losses and an accumulated deficit may affect CDEX's
  ability to survive.
  
  We have a history of operating losses and an accumulated deficit. Since our
  principal activities to date have been limited to organizational activities,
  research and development, product development and limited marketing and sales,
  CDEX has produced only limited revenues. In addition, we have only limited
  assets. As a result, we cannot be certain that CDEX will continue to generate
  revenues or become profitable in the future. If we are unable to obtain
  customers and generate sufficient revenues to operate profitably, our business
  will not succeed.
  
  CDEX has received a going concern opinion from its independent auditors that
  expresses uncertainty regarding its ability to continue as a going concern.
  
  We have received a report from our independent auditors for the fiscal year
  ended October 31, 2004 containing an explanatory paragraph that expresses
  uncertainty regarding our ability to continue as a going concern due to
  historical negative cash flow. We cannot be certain that our business plans will
  be successful or what actions may become necessary to preserve our business. Any
  inability to raise capital may require us to reduce operations or could cause
  our business to fail.
  
  Our limited operating history makes our future operating results unpredictable
  rendering it difficult to assess the health of our business or its likelihood of
  success. The inability to assess these factors could result in a total loss of
  an investor's investment in CDEX.
  
  In the case of an established company in an ongoing market, investors may look
  to past performance and financial condition to get an indication of the health
  of the company or its likelihood of success. Our short operating history and the
  evolving nature of the explosives detection and chemical identification markets
  in which we focus make it difficult to forecast our revenues and operating
  results accurately. We expect this unpredictability to continue into the future
  due to the following factors:
  
  o the timing of sales of our products and services, particularly in light of our
  minimal sales history;
  
  o difficulty in keeping current with changing technologies;
  
  o unexpected delays in introducing new products, new product features and
  services;
  
  o increased expenses, whether related to sales and marketing, product
  development or administration;
  
  o deferral of recognition of our revenue in accordance with applicable
  accounting principles due to the time required to complete projects;
  
  o the mix of product license and services revenue; and
  
  o costs related to possible acquisitions of technologies or businesses.
  
  CDEX could experience operating losses or even a total loss of our business
  which, as a result of the foregoing factors, would be difficult to anticipate
  and could thus cause a total loss of capital invested in CDEX.
  
  
                                         3
  <PAGE>
  
  
  The absence of a permanent, full-time chief financial officer and the types of
  financial controls and procedures which will be required of public companies
  leave investors in CDEX without these protections until they are remedied.
  
  In April 2004 we retained a qualified part-time chief financial officer on a
  consultancy basis, however, we have not retained a long-term chief financial
  officer. The responsibilities of the principal accounting and financial officer
  are currently being handled by our CEO. We have also added to our board of
  directors a qualified financial expert as described in the Sarbanes-Oxley Act.
  
  The Sarbanes-Oxley Act requires public companies to maintain disclosure controls
  and procedures that are designed to ensure that information required to be
  disclosed in reports filed with the SEC is recorded, processed, summarized and
  reported within the time required. This includes controls and procedures to
  ensure that such information is accumulated and communicated to management,
  including the chief executive and financial officers, so as to allow timely
  decisions regarding required disclosure of such information. The Sarbanes-Oxley
  Act also requires documentation of internal control procedures, remediation as
  needed, and periodic testing of the controls. We are in the process of reviewing
  our internal controls with a view toward documenting the required controls and
  procedures and adopting a testing plan. This process is in the initial stages
  beginning with the review of procurement and inventory functions. We plan on
  completing the documentation, testing and remediation as required during fiscal
  year 2006 to be compliant under Section 404 of the Sarbanes-Oxley Act.
  
  Lack of additional financing could prevent us from operating profitably which,
  eventually, could result in a total loss of our business.
  
  Since our inception, we have funded our operations through borrowings and
  financings. Current funds available to CDEX may not be adequate for us to be
  competitive in the areas in which we intend to operate, and we have no
  arrangements or commitments for ongoing funding. If funding is insufficient at
  any time in the future, we may not be able to grow revenue, take advantage of
  business opportunities or respond to competitive pressures. The unavailability
  of funding could prevent us from producing additional revenues or ever becoming
  profitable. Our continued operations, as well as the successful implementation
  of our business plan, may therefore depend upon our ability to raise additional
  funds of approximately $2,500,000 to $4,000,000 through bank borrowings or
  equity or debt financing over the next twelve months. We continue to seek
  prospective investors who may provide some of this funding. However, such
  funding may not be available when needed or may not be available on favorable
  terms. Certain family members of our management team have advanced funds to CDEX
  on an as-needed basis although there is no definitive or legally binding
  arrangement to do so. All such advances have been repaid. If we do not produce
  revenues and become profitable, eventually, we will be unable to sustain our
  business.
  
  CDEX shareholders will experience significant dilution if we issue additional
  equity to fund operations or acquire businesses or technologies.
  
  If working capital or future acquisitions are financed through the issuance of
  equity securities, CDEX shareholders will experience significant dilution. In
  addition, securities issued in connection with future financing activities or
  potential acquisitions may have rights and preferences senior to the rights and
  preferences of the currently outstanding CDEX shares of common stock. The
  conversion of future debt obligations into equity securities could also have a
  dilutive effect on our shareholders. Regardless of whether our cash assets prove
  to be inadequate to meet our operational needs, we may elect to compensate
  providers of services by issuing stock in lieu of cash.
  
  Our potential inability to protect the proprietary rights in CDEX's technologies
  and intellectual property may hamper our ability to manufacture products which
  would prevent us from earning revenues or becoming profitable.
  
  Our success and ability to compete will depend in part on the protection of our
  potential patents and other proprietary information. We currently have four
  patent applications pending for our chemical detection technologies. We rely on
  non-disclosure agreements and patent and copyright laws to protect the
  intellectual property that we have developed and plan to develop. However, such
  agreements and laws may provide insufficient protection. Moreover, other
  companies may develop products that are similar or superior to CDEX's or may
  copy or otherwise obtain and use our proprietary information without
  authorization. If a third party were to violate one or more of our patents, we
  
  
                                         4
  <PAGE>
  
  may not have the resources to bring suit or otherwise protect the intellectual
  property underlying the patent. In the event of such a violation or if a third
  party appropriated any of our unpatented technology, such party may develop and
  market products which we intend to develop and/or market. We would lose any
  revenues which we would otherwise have received from the sale or licensing of
  those products. This could prevent our ever making a profit on any products
  based upon the misappropriated technology.
  
  Policing unauthorized use of CDEX's proprietary and other intellectual property
  rights could entail significant expense and could be difficult or impossible. In
  addition, third parties may bring claims of copyright or trademark infringement
  against CDEX or claim that certain of our processes or features violate a
  patent, that we have misappropriated their technology or formats or otherwise
  infringed upon their proprietary rights. Any claims of infringement, with or
  without merit, could be time consuming to defend, result in costly litigation,
  divert management attention, and/or require CDEX to enter into costly royalty or
  licensing arrangements to prevent further infringement, any of which could
  increase our operating expenses and thus prevent us from becoming profitable.
  
  Our competitive position also depends upon unpatented trade secrets. Trade
  secrets are difficult to protect. Our competitors may independently develop
  proprietary information and techniques that are substantially equivalent to ours
  or otherwise gain access to our trade secrets, such as through unauthorized or
  inadvertent disclosure of our trade secrets. If this occurs, our competitors may
  use our processes or techniques to develop competing products and bring them to
  market ahead of us. This could prevent us from becoming profitable.
  
  We may rely on certain intellectual property licensed from third parties, and
  may be required to license additional products or services in the future, in
  order to move forward with our business plan. These third party licenses may be
  unavailable on acceptable terms, when needed or at all. An inability to enter
  into and maintain any of these licenses could prevent us from developing or
  marketing products based upon the underlying technology which could prevent us
  from earning revenues on these products or from becoming profitable.
  
  No assurance of successful manufacturing may affect our ability to survive.
  
  CDEX itself has no experience in manufacturing commercial quantities of
  products, and our management has had limited experience in this area. We
  presently have no plans for developing in-house manufacturing capability beyond
  aggregating off the shelf components for our initial units into a final
  assembly. Accordingly, we depend upon outside manufacturers to manufacture and
  assemble our products. In our early stages with each new product, we plan to do
  the final assembly and testing of the initial units in-house. We cannot be
  certain that the terms of such arrangement will be favorable enough to permit
  our products to compete effectively in the marketplace.
  
  Dependence on outsourced manufacturing may affect ability to bring products to
  market.
  
  At present, we do not plan to manufacture any of our products in-house. We are
  considering different possibilities for bringing different products to market
  among them, licensing to third parties or outsourcing manufacturing. The risks
  of association with outsourced manufacturers are related to their operations,
  finances and suppliers. CDEX would have little control over an outsourced
  manufacturer and may suffer losses if any outside manufacturer fails to perform
  its obligations to manufacture and ship the manufactured product. These
  manufacturers' financial affairs may also affect our ability to obtain product
  from them in a timely fashion should they fail to continue to obtain sufficient
  financing during a period of incremental growth. Problems with outsourced
  manufacturers could damage our relationships with our clientele and cost us
  future revenues. If we are unable to contract with adequate manufacturers, and
  in the absence of licensing or other means, we may be unable to market our
  products. This would prevent us from earning revenues.
  
  Lack of market acceptance may limit our ability to sell products and generate
  revenues which would prevent us from earning revenues or becoming profitable.
  
  We cannot be certain that any products which we successfully develop will ever
  achieve wide market acceptance. Our products, if successfully developed, may
  compete with a number of traditional products manufactured and marketed by major
  technology companies, as well as new products currently under development by
  such companies and others. In the explosives detection marketplace, for example,
  many airports and other facilities and agencies have already invested in and
  implemented systems that are based upon technology that is different from ours.
  While we believe our technology is superior, we will have to demonstrate its
  superiority to these potential customers in order to sell our products and
  
  
                                         5
  <PAGE>
  
  generate revenues. We may encounter similar obstacles in other application
  areas. The degree of market acceptance of our products will depend on a number
  of factors, including the establishment and demonstration of the efficacy of the
  product candidates, their potential advantage over alternative methods and
  reimbursement policies of government and third party payors. We cannot be
  certain that the marketplace in general will accept and utilize any of our
  products. If potential customers do not accept and purchase our products, we
  will be unable to generate revenues and become profitable.
  
  We intend to market our products in industries where technology changes rapidly,
  and we will incur costs to keep our products current and innovative. Our failure
  to do so could render our products obsolete, making our business unprofitable.
  
  We hope to market our products in industries characterized by rapid change due
  to the introduction of new and emerging technologies. Critical issues concerning
  the governmental or commercial use of chemical detection mechanisms, including
  security, reliability, accuracy, cost, ease of use, accessibility, or potential
  tax or other government regulation, may affect the relevance and functionality
  of our products. Future technology or market changes may cause some of our
  products to become obsolete more quickly than expected. We will need to make
  research and development expenditures to create new features for our products to
  enhance their effectiveness and become and remain competitive. If we are
  unsuccessful in timely assimilating development changes in the various
  environments, we may be unable to achieve or maintain profitability.
  
  Potential defects and product liability could result in delays in market
  acceptance, unexpected liability and costs and diminished operating results.
  
  Technology-based products frequently contain errors or defects, especially when
  first introduced or when new versions are released. Defects and errors could be
  found in current versions of our products, future upgrades to current products
  or newly developed and released products. These defects could result in product
  liability suits, delays in market acceptance or unexpected redevelopment costs,
  which could cause any profits we might otherwise have to decline. We anticipate
  most of our agreements with customers will contain provisions designed to limit
  our exposure to potential product liability claims. It is possible, however,
  that we will be unable to negotiate such provisions with certain customers or
  that these provisions, if negotiated, may not be valid as a result of federal,
  state, local or foreign laws or ordinances or unfavorable judicial decisions. A
  successful product liability claim could damage our business, operating results
  and financial condition. Prior to the actual licensing of our technologies for
  use in distributed products or the entry of our products made by us into the
  market, we plan to procure product liability insurance. Although we have
  researched policies for such insurance, we currently have none in place, and we
  cannot be certain that the amount or extent of coverage will be adequate once we
  obtain it.
  
  Our potential future business and/or technology acquisitions may be
  unpredictable and may cause our business to suffer.
  
  CDEX intends to expand its operations through the acquisition of additional
  technologies (either by purchasing other businesses or acquiring their
  technological assets) which it perceives to be unexploited and develop products
  based upon these technologies. We have not yet identified these specific
  technologies, and some of these technologies may be outside our current field of
  operations. However, we may be unable to identify any such businesses or
  technologies. Expansion may involve a number of special risks, including
  possible adverse effects on our operating results or balance sheet (particularly
  in the event of impairment of acquired intangible assets), diversion of
  management attention, inability to retain key personnel, risks associated with
  unanticipated events, any of which could prevent us from becoming profitable. In
  addition, if competition for acquisition candidates or technologies were to
  increase, the cost of acquiring businesses or technologies could increase as
  well. If we are unable to implement and manage our expansion strategy
  successfully, our business may suffer or fail.
  
  Substantial competition may limit our ability to sell products and thereby our
  chances of becoming profitable.
  
  We may experience substantial competition in our efforts to locate and attract
  customers for our products. We are aware of two significant competitors in the
  explosives detection industry which we believe have greater experience,
  resources and managerial capabilities and may be in a better position than we
  are to obtain access to and attract customers. A number of larger companies
  similarly may enter some or all of our target markets and directly compete with
  us. In the counter-terrorism arena, it is difficult to assess our competition
  due to the high level of secrecy and lack of available information with respect
  
  
                                         6
  <PAGE>
  
  to defense and homeland security contracts and contractors. We must assume that
  the demand for the technology in this area has given rise to a corresponding
  supply of scientists and others who are developing technology similar to, or
  otherwise competitive with, ours. In the area of brand protection, many
  companies may seek to develop technology in-house to protect their own brands
  rather than contract with us for our technology. In the areas of medical and
  pharmaceutical validation and brand protection, various existing technologies
  compete with ours and already are in use in the marketplace. These include radio
  frequency identification tags, tagant agents (chemical agents added to the
  target substance to serve solely as identifying tags) and bar coding. If our
  competitors are more successful in marketing their products, we may be unable to
  achieve or maintain profitability.
  
  Loss of any of our current management or inability to recruit and retain quality
  personnel could adversely impact our business and prospects. Our directors and
  officers exert substantial control over our business and operations.
  
  We are dependent on our officers, i.e., Malcolm Philips Jr. and Timothy Shriver,
  our Chairman of the Board and our Senior Vice President of Technical Operations,
  respectively, and our key employee. The loss of any of our key personnel could
  materially harm our business because of the cost and time necessary to retain
  and train a replacement. Such a loss would also divert management attention away
  from operational issues. This would increase costs and prevent or reduce our
  profits. To minimize the effects of such loss, we have entered into employment
  contracts and non-competition agreements with our key officers and employees,
  including Messrs. Philips and Shriver.
  
  Our management lacks experience in this market.
  
  Although widely experienced in other industries, our current senior management
  team has little experience leading the development, marketing and sales of
  technology products in the chemical detection and validation marketplace. This
  lack of experience could lead to inefficiency and slow the process of marketing
  our products and prevent us from making sales or becoming profitable.
  
  RISKS RELATING TO THE OFFERING AND OUR COMMON STOCK
  
  There has not been any significant prior trading market for our shares, and we
  cannot be certain that one will develop or that broker/dealers will make a
  market in our common stock.
  
  Our common stock has only recently begun trading on the Over The Counter
  Bulletin Board. We cannot be certain that our shares will be actively traded or
  at what prices they will trade. If an active trading market for our common stock
  does not develop, an investor may find it difficult to dispose of, or to obtain
  accurate quotations as to the market value of, our securities.
  
  If CDEX is unable to maintain National Association of Securities Dealers, Inc.
  member broker/dealers as market makers, the liquidity of our common stock could
  be impaired, not only in the number of shares of common stock which could be
  bought and sold, but also through possible delays in the timing of transactions,
  and lower prices for our common stock than might otherwise prevail. Furthermore,
  the lack of market makers could result in CDEX shareholders being unable to buy
  or sell shares of our common stock on any secondary market. We may be unable to
  maintain such market makers.
  
  Risk of low priced securities may affect the market value of our stock.
  
  Our common stock may be subject to the low-priced security or so called "penny
  stock" rules that impose additional sales practice requirements on
  broker-dealers who sell such securities. The Securities Enforcement and Penny
  Stock Reform Act of 1990 ("Reform Act") requires additional disclosure in
  connection with any trades involving a stock defined as a "penny stock"
  (generally defined as, according to recent regulations adopted by the U.S.
  Securities and Exchange Commission, any equity security that has a market price
  of less than $5.00 per share, subject to certain exceptions), including the
  delivery, prior to any penny stock transaction, of a disclosure schedule
  explaining the penny stock market and the risks associated therewith. The
  regulations governing low-priced or penny stocks sometimes may limit the ability
  of broker-dealers to sell CDEX's common stock and thus, ultimately, the ability
  of the investors to sell their securities in the secondary market. Prices for
  CDEX shares will be determined in the marketplace and may be influenced by many
  
                                         7
  <PAGE>
  
  factors, including the depth and liquidity of the market for the shares, CDEX's
  results of operations, what investors think of CDEX and the chemical detection
  and validation industry, changes in economic conditions in the industry, and
  general economic and market conditions. Market fluctuations could have a
  material adverse impact on the trading price of our shares.
  
  Sale of shares eligible for future sale could adversely affect the market price
  of our common stock.
  
  3,748,777 of the 33,167,764 outstanding shares of our Class A common stock have
  been issued in reliance on a registration exemption under the Securities Act of
  1933, as amended, and are eligible for sale in the open market without
  registration in reliance upon Rule 144 under the Securities Act. In general,
  under Rule 144 a person, or persons whose shares are aggregated, who has
  beneficially owned shares acquired in a non-public transaction for at least one
  year, including persons who may be deemed "affiliates" of CDEX, as defined in
  Rule 144, would be entitled to sell within any three-month period a number of
  shares that does not exceed the greater of 1% of the then outstanding shares of
  common stock, or the average weekly reported trading volume during the four
  calendar weeks preceding such sale, provided that current public information is
  then available. In addition, a person who is not deemed to have been an
  affiliate at any time during the three (3) months preceding a sale and who has
  beneficially owned the restricted securities for the last two (2) years, is
  entitled to sell all such shares without regard to the volume limitations,
  current public information requirements, manner of sale provisions and notice
  requirements. If a substantial number of the shares owned by these shareholders
  were sold under Rule 144, the market price of our common stock could be
  adversely affected.
  
  Distribution of shares of our common stock by a significant shareholder could
  create an overhang in the market.
  
  By order of the District Court of Travis County, Texas, Loch Harris, Inc., a
  significant CDEX shareholder, was ordered to distribute to its shareholders and
  others approximately 12,000,000 shares of CDEX common stock which it held. These
  shares were originally issued to Loch Harris pursuant to an Asset Purchase
  Agreement between CDEX and Loch Harris in exchange for certain intellectual
  property rights acquired by CDEX from Loch Harris. The agreement required Loch
  Harris to distribute these shares to its shareholders. By January 2002, the
  shares had not yet been distributed. At that time, certain of Loch Harris's
  shareholders filed a class action lawsuit against it, demanding, among other
  claims, that it distribute these shares to its shareholders. As part of the
  settlement of this suit, Loch Harris was required to do so. The shares were
  distributed to approximately 37,000 Loch Harris shareholders without
  registration, pursuant to Section 3(a)(10) of the Securities Act of 1933, as
  amended, because they were issued by court order. Prior to the court's order,
  these shares were restricted and could not be sold publicly by Loch Harris.
  However, under the court order and pursuant to Section 3 of the Securities Act,
  these shares are unrestricted in the hands of the individual shareholders of
  Loch Harris. Thus, in addition to the shares offered hereby, 12,000,000 shares
  held by the shareholders of this significant shareholder are eligible for public
  sale (subject to any state securities law requirements). As a result, the prices
  at which our shares trade may be lower than the price that would be expected for
  a fully distributed issue.
  
  Holders of our Class B Common Stock (the majority of which is currently held by
  our executive officers) will control the election of a majority of our board of
  directors until December 11, 2006.
  
  Until December 11, 2006, the holders of shares of our Class B Common Stock are
  entitled to vote as a class to elect a majority of our directors. The majority
  of these shares are now held by our executive officers. Until that time, holders
  of shares of Class A Common Stock are only entitled to vote as a class to elect
  the remainder of our directors. Following December 11, 2006, holders of Class A
  Common Stock and Class B Common Stock shall be entitled to one vote per share on
  the election of directors. As a result, prior to December 11, 2006, purchasers
  of the shares in this offering will be unable to elect a majority of the
  directors of CDEX. Our executive officers hold the majority of the issued and
  outstanding shares of Class B Common Stock.
  
  
                                         8
  <PAGE>
  
  CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  
  
  Information included in this prospectus may contain forward-looking statements.
  This information may involve known and unknown risks, uncertainties and other
  factors which may cause our actual results, performance or achievements to be
  materially different from the future results, performance or achievements
  expressed or implied by any forward- looking statements. Forward-looking
  statements, which involve assumptions and describe our future plans, strategies
  and expectations, are generally identifiable by use of the words "may,"
  "should," "expect," "anticipate," "estimate," "believe," "intend" or "project"
  or the negative of these words or other variations on these words or comparable
  terminology.
  
  
  This prospectus contains forward-looking statements, including statements
  regarding, among other things, (a) our projected sales and profitability, (b)
  our growth strategies, (c) anticipated trends in our industry, (d) our future
  financing plans, and (e) our anticipated needs for working capital. These
  statements may be found under "Management's Discussion and Analysis of Financial
  Conditions and Results of Operations" and "Our Business," as well as in this
  prospectus generally. Actual events or results may differ materially from those
  discussed in forward-looking statements as a result of various factors,
  including, without limitation, the risks outlined under "Risk Factors" and
  matters described in this prospectus generally. In light of these risks and
  uncertainties, there can be no assurance that the forward-looking statements
  contained in this prospectus will in fact occur.
  
  
                                         9
  <PAGE>
  
                                      BUSINESS
  
           CDEX Inc. was incorporated in the State of Nevada on July 6, 2001. We
  are a technology company with a current focus on developing and marketing
  products using chemical detection and validation technologies. At present, we
  are devoting our resources to the development of products for two distinct
  markets:
  
           (i) identification of substances of concern (e.g., explosives, illegal
           drugs and chemical/biological weapons); and
  
           (ii) validation of substances for anti-counterfeiting, brand protection
           and quality assurance (e.g., validation of prescription medication;
           detection of counterfeit or sub-par products for brand protection; and
           quality assurance inspection of incoming raw materials and outgoing
           final products).
  
           All CDEX products are based on applying the same underlying
           technologies for which we have patents pending.
  
           We anticipate acquiring other technologies in the future through
  partnering and investment. However, unless and until such time as we acquire
  other technology assets, we anticipate that almost all of our revenues, if any,
  will come from our chemical detection products.
  
           Our principal office is located at 1700 Rockville Pike, Suite 400,
  Rockville, MD 20852. Our telephone number is (301) 881-0080.
  
  
  
                                         10
  <PAGE>
  
                                SELLING SHAREHOLDERS
  
  This prospectus relates to shares of Class A common stock that are being
  registered for reoffer and resale by selling shareholders who have acquired or
  may acquire shares of common stock pursuant to our 2002 and/or 2003 Stock
  Incentive Plan, and who may be deemed "affiliates" of the company. An
  "affiliate" is defined under the Securities Act as "a person that directly or
  indirectly, through one or more intermediaries, controls or is controlled by, or
  is under common control with" the company. The Selling Shareholders may resell
  any or all of the shares of common stock at any time while this prospectus is
  current.
  
  Executive officers, directors or others who are considered to be affiliates of
  the Company who acquire Common Stock under the Plan may be added to the list of
  selling shareholders, and their number of Shares to be sold may be increased or
  decreased by the use of a prospectus supplement filed with the SEC.
  
  The inclusion of the shares of Common Stock in the table below does not
  constitute a commitment to sell any shares.
  
  <TABLE>
  <CAPTION>
                                                                                   Number of                            Percent of
                                                         Number of Class A      Class A Shares      Number of Class    Class Owned
                                                              Shares              Eligible           A Shares             After
                                                           Beneficially        to be Offered by     Owned After         Completion
                                                            Owned Prior          the Selling       Completion of the      of the
       Name                   Position                    to the Offering        Shareholders          Offering          Offering
  <S>                      <C>                                 <C>                <C>                      <C>             <C>
  Malcolm H. Philips, Jr.  CEO / President /                   2,196,000 (1)      2,196,000 (1)             --              --
                           Chairman of the Board of
                           Directors
  Timothy Shriver          Sr. Vice President of               1,277,658          1,277,658                 --              --
                           Technical Operations / Director
  George Dials             Director                              180,000            180,000                 --              --
  B.D. Liaw                Director                              175,000            175,000                 --              --
  John A. Knubel           Director                               85,000             85,000                 --              --
  Malcolm H. Philips, III  Family member                          70,000 (2)         70,000 (2)             --              --
  & Dana E. Philips
  </TABLE>
  
       (1)  Includes shares transferred by gift to family members of Mr. Philips,
            a family limited partnership and FGW LLC, a limited liability company
            over which Mr. Philips holds at least 50% voting control.
  
       (2)  Shares received as a gift from Malcolm H. Philips, Jr., the father of
            Malcolm H. Philips, III.
  
  
                                         11
  <PAGE>
  
                                  PLAN DESCRIPTION
  
  2002 Stock Incentive Plan
  
  On May 27, 2002, our board of directors adopted the 2002 Stock Incentive Plan,
  under which stock options and restricted stock may be granted to such of our
  officers, directors, employees or other persons providing services to CDEX as
  our board of directors, or a committee designated by them for this purpose,
  selects. The plan was approved by our stockholders on July 1, 2002.
  
  Stock options granted under the plan may be nonqualified stock options or
  incentive stock options, as provided in the plan. Incentive stock options are to
  be issued in accordance with Section 422 of the Internal Revenue Code of 1986,
  as amended. As such, they may only be issued to employees of CDEX or any
  subsidiary of CDEX, and must have an exercise price of no less than 110% of fair
  market value of the common stock on the date of the grant. The aggregate fair
  market value of the underlying shares cannot exceed $100,000 for any individual
  option holder during any calendar year. Also, incentive stock options must
  expire no later than five years from the date of grant. Non-incentive options
  are not subject to the restrictions contained in Section 422, except that
  pursuant to the plan, such options cannot be exercisable at less than 85% of
  fair market value and must expire no later than ten years from the date of
  grant. The options are non-transferable and may not be assigned except that
  non-incentive options may, in certain cases be assigned to family members of the
  grantee. Upon termination of the employment (other than for cause) of a grantee
  of options under this plan, the grantee shall have 60 days following such
  termination, or one year if such termination results from the grantee's death or
  disability (as defined in the plan), to exercise the vested portion of any
  option.
  
  Holders of options under the plan have no voting or other rights of shareholders
  except and to the extent that they exercise their options and are issued the
  underlying shares. Options under the plan may be exercised by the issuance of a
  promissory note from the grantee, or on a cashless basis by the grantee
  surrendering a portion of the shares issuable thereunder, as payment of the
  exercise price in lieu of cash.
  
  Restricted stock granted under this plan may be issued subject to any
  restrictions set by our board of directors in its discretion except that the
  vesting restrictions for restricted stock granted to individuals who are not
  officers, directors or consultants of CDEX shall lapse no less rapidly than the
  rate of 20% per year for each of the first five years from the grant date.
  However, the board of directors in its discretion may shorten or eliminate the
  restrictions. Generally, unless otherwise provided by the board of directors
  with respect to a particular grant of restricted stock, holders of restricted
  stock have the right to vote and receive dividends on their shares, including
  shares not yet vested. Also, unless otherwise so provided, any unvested shares
  are deemed forfeited by the grantee upon termination of such grantee's service
  with CDEX.
  
  2003 Stock Incentive Plan
  
  On July 1, 2003, our shareholders adopted the 2003 Stock Incentive Plan, which
  has substantially the same terms as the 2002 Stock Incentive Plan. We have
  reserved 10,000,000 shares in the aggregate for issuance under both the 2002 and
  2003 plans, including 3,000,000 available for the Board of Directors to allocate
  to the Incentive Plan at their discretion as approved by the Shareholders at our
  June 2004 Annual Meeting.
  
  To date, we have issued 8,554,168 shares of common stock under the plans to
  certain of our officers, directors, consultants and employees, which are subject
  to forfeiture in accordance with the vesting schedules set forth in the granting
  agreements. No options are currently outstanding under the plans. Shares issued
  pursuant to the plans, whether underlying options or as restricted stock,
  generally may not be sold or transferred without the grantee first offering CDEX
  a right of first refusal to purchase the shares sought to be sold.
  
  We have issued shares of restricted stock to our Directors as compensation for
  their board services. We have also issued shares of restricted stock to John
  Knubel, Director, for consulting services rendered separately from his board
  capacity.
  
  
                                         12
  <PAGE>
  
                                PLAN OF DISTRIBUTION
  
  
  Shareholders selling under this prospectus may, from time to time, sell any or
  all of their shares of common stock on any stock exchange, market or trading
  facility on which the shares are traded or in private transactions. These sales
  may be at fixed or negotiated prices. The selling shareholders may use any one
  or more of the following methods when selling shares:
  
  - ordinary brokerage transactions and transactions in which the broker-dealer
  solicits purchasers;
  
  - block trades in which the broker-dealer will attempt to sell the shares as
  agent but may position and resell a portion of the block as principal to
  facilitate the transaction;
  
  - purchases by a broker-dealer as principal and resale by the broker-dealer for
  its account;
  
  - an exchange distribution in accordance with the rules of the applicable
  exchange;
  
  - privately negotiated transactions;
  
  - short sales;
  
  - broker-dealers may agree with the selling shareholders to sell a specified
  number of such shares at a stipulated price per share; - a combination of any
  such methods of sale; and
  
  - any other method permitted pursuant to applicable law.
  
  The selling shareholders may also sell shares under Rule 144 under the
  Securities Act of 1933, as amended, if available, rather than under this
  prospectus.
  
  The selling shareholders may also engage in short sales against the box, puts
  and calls and other transactions in our securities or derivatives of our
  securities and may sell or deliver shares in connection with these trades. The
  selling shareholders may pledge their shares to their brokers under the margin
  provisions of customer agreements. If a selling shareholder defaults on a margin
  loan, the broker may, from time to time, offer and sell the pledged shares.
  
  Broker-dealers engaged by the selling shareholders may arrange for other
  brokers-dealers to participate in sales. Broker-dealers may receive commissions
  or discounts from the selling shareholders (or, if any broker-dealer acts as
  agent for the purchaser of shares, from the purchaser) in amounts to be
  negotiated. The selling shareholders do not expect these commissions and
  discounts to exceed what is customary in the types of transactions involved.
  
  The selling shareholders and any broker-dealers or agents that are involved in
  selling the shares may be deemed to be "underwriters" within the meaning of the
  Securities Act in connection with such sales. In such event, any commissions
  received by such broker-dealers or agents and any profit on the resale of the
  shares purchased by them may be deemed to be underwriting commissions or
  discounts under the Securities Act.
  
  We are required to pay all fees and expenses incident to the registration of the
  shares being registered herein, including any fees and disbursements of counsel
  to the selling shareholders, which we estimate to be approximately $10,000 in
  the aggregate. We have agreed to indemnify certain of the selling shareholders
  against certain losses, claims, damages and liabilities, including liabilities
  under the Securities Act.
  
  
                                   USE OF PROCEEDS
  
  The Shares are being registered for the account of the Selling Shareholders.
  Accordingly, the Company will not receive any of the proceeds from the sale of
  Shares by the Selling Shareholders.
  
  
                                         13
  <PAGE>
  
                                       EXPERTS
  
  The financial statements and schedules incorporated by reference in this
  prospectus and elsewhere in the registration statement have been audited by
  Aronson & Company, independent registered public accounting firm, as indicated
  in their reports with respect thereto, and are included herein in reliance upon
  the authority of said firm as experts in accounting and auditing.
  
                      INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
  Nevada corporation law provides that:
  
  1. a corporation may 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, except an
  action by or in the right of the corporation, by reason of the fact that he 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, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with the action, suit or proceeding if he acted in good faith and in a manner
  which he 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 no
  reasonable cause to believe his conduct was unlawful;
  
  2. a corporation may 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 he 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 amounts paid in
  settlement and attorneys' fees actually and reasonably incurred by him in
  connection with the defense or settlement of the action or suit if he acted in
  good faith and in a manner which he reasonably believed to be in or not opposed
  to the best interests of the corporation. Indemnification may not be made for
  any claim, issue or matter as to which such a person has been adjudged by a
  court of competent jurisdiction, after exhaustion of all appeals therefrom, to
  be liable to the corporation or for amounts paid in settlement to the
  corporation, unless and only to the extent that the court in which the action or
  suit was brought or other court of competent jurisdiction determines upon
  application that in view of all the circumstances of the case, the person is
  fairly and reasonably entitled to indemnity for such expenses as the court deems
  proper; and
  
  3. to the extent that a director, officer, employee or agent of a corporation
  has been successful on the merits or otherwise in defense of any action, suit or
  proceeding, or in defense of any claim, issue or matter therein, the corporation
  shall indemnify him against expenses, including attorneys' fees, actually and
  reasonably incurred by him in connection with the defense.
  
  We may make any discretionary indemnification only as authorized in the specific
  case upon a determination that indemnification of the director, officer,
  employee or agent is proper in the circumstances.
  
  The determination must be made:
  
  - by our stockholders, or;
  
  - by our board of directors by majority vote of a quorum consisting of directors
  who were not parties to the action, suit or proceeding; - if a majority vote of
  a quorum consisting of directors who were not parties to the action, suit or
  proceeding so orders, by independent legal counsel in a written opinion; - if a
  quorum consisting of directors who were not parties to the action, suit or
  proceeding cannot be obtained, by independent legal counsel in a written
  opinion; or - by court order.
  
           Our Articles of Incorporation provide for indemnification of agents of
  the Company through bylaw provisions, agreements with such agents or other
  persons, vote of stockholders or disinterested directors or otherwise, in excess
  of the indemnification and advancement otherwise permitted under, and subject
  
                                         14
  <PAGE>
  
  only to the limits imposed by, Nevada law. Our Articles of Incorporation further
  provide that we may purchase and maintain insurance against any liability
  asserted against an indemnified party.
  
           However, insofar as indemnification for liabilities arising under the
  Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
  directors, officers and controlling persons of the Company pursuant to the
  foregoing provisions, or otherwise, the Company 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 and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company 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
  Company will, unless in the 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 and will be governed by the final adjudication
  of such issue.
  
                                    LEGAL MATTERS
  
  The validity of the Shares offered will be passed upon for us by Bondy & Schloss
  LLP, New York, New York.
  
                         WHERE YOU CAN FIND MORE INFORMATION
  
  We are required to file annual, quarterly and special reports, proxy statements,
  any amendments to those reports and other information with the SEC. You may read
  and copy any documents filed by us with the SEC at the SEC's public reference
  room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
  1-800-SEC-0330 for further information on the public reference room. Reports,
  proxy statements and information statements, any amendments to those reports and
  other information filed electronically by us with the SEC are available to the
  public at the SEC's website at http://www.sec.gov.
  
                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
  The following documents filed by us with the SEC are incorporated herein by
  reference as of their respective dates of filing and shall be deemed to be a
  part hereof:
  
  o        Our Annual Report on Form 10-KSB for the year ended October 31, 2004,
  and any amendments thereto;
  
  o        Our Quarterly Report on Forms 10-QSB for the quarter ended January 31,
  2005, and any amendments thereto;
  
  o       The Current Report on Form 8-K, filed with the SEC on December 16, 2004.
  
  o       All other reports filed pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934, as amended, since October 31, 2004;
  
  o       The description of our common stock contained on the Form SB-2
  registration statement, filed with the SEC on February 2, 2004, as amended; and
  
  o       All documents filed by us pursuant to Section 13(a), 13(c), 14, or
  15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
  of this prospectus and prior to the filing of a post-effective amendment which
  indicates that all securities offered have been sold or which deregisters all
  securities then remaining unsold shall be deemed to be incorporated by reference
  and a part of this Prospectus from the date such documents are filed.
  
           For purposes of this prospectus, any statement in a document
  incorporated or deemed incorporated by reference is modified or superseded to
  the extent that a statement in this prospectus, or in any subsequently filed
  document which is or is deemed to be incorporated by reference, modifies or
  supersedes it. Any statement so modified or superseded is not, except as so
  modified or superseded, to constitute a part of this Prospectus.
  
                                         15
  <PAGE>
  
           Upon written or oral request, we will provide a copy of the documents
  we incorporate by reference, at no cost, to any person who receives this
  Prospectus, including any beneficial owner of our Common Stock. To request a
  copy of any or all of these documents, you should write or telephone us at the
  following address and telephone number:
  
                           1700 Rockville Pike, Suite 400
                              Rockville, Maryland 20852
                                   (301) 881-0080
  
  
  
  
  
                                         16
  <PAGE>
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference
  
  The following documents filed by us with the Securities and Exchange Commission
  (the "SEC") are incorporated herein by reference as of their respective dates of
  filing and shall be deemed to be a part hereof:
  
  o        Our Annual Report on Form 10-KSB for the year ended October 31, 2004,
  and any amendments thereto;
  
  o        Our Quarterly Report on Forms 10-QSB for the quarter ended January 31,
  2005, and any amendments thereto;
  
  o        The Current Report on Forms 8-K, filed with the SEC on December 16,
  2004.
  
  o        All other reports filed pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934, as amended, since October 31, 2004;
  
  o        The description of our Common Stock contained on the Form SB-2
  registration statement, filed with the SEC on February 2, 2004, as amended; and
  
  All documents filed by us pursuant to Section 13(a), 13(c), 14, or 15(d) of the
  Securities Exchange Act of 1934, as amended, subsequent to the date of this
  Registration Statement and prior to the filing of a post-effective amendment
  which indicates that all securities offered have been sold or which deregisters
  all securities then remaining unsold shall be deemed to be incorporated by
  reference and a part of this prospectus from the date such documents are filed.
  
  For purposes of this Registration Statement, any statement in a document
  incorporated or deemed incorporated by reference is modified or superseded to
  the extent that a statement in this Registration Statement, or in any
  subsequently filed document which is or is deemed to be incorporated by
  reference, modifies or supersedes it. Any statement so modified or superseded is
  not, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  Item 4.  Description of Securities
  
  Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel
  
  Not applicable.
  
  Item 6.  Indemnification of Directors and Officers
  
  Nevada corporation law provides that:
  
  1. a corporation may 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, except an
  action by or in the right of the corporation, by reason of the fact that he 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, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with the action, suit or proceeding if he acted in good faith and in a manner
  which he 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 no
  reasonable cause to believe his conduct was unlawful;
  
  
                                         17
  <PAGE>
  
  2. a corporation may 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 he 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 amounts paid in
  settlement and attorneys' fees actually and reasonably incurred by him in
  connection with the defense or settlement of the action or suit if he acted in
  good faith and in a manner which he reasonably believed to be in or not opposed
  to the best interests of the corporation. Indemnification may not be made for
  any claim, issue or matter as to which such a person has been adjudged by a
  court of competent jurisdiction, after exhaustion of all appeals therefrom, to
  be liable to the corporation or for amounts paid in settlement to the
  corporation, unless and only to the extent that the court in which the action or
  suit was brought or other court of competent jurisdiction determines upon
  application that in view of all the circumstances of the case, the person is
  fairly and reasonably entitled to indemnity for such expenses as the court deems
  proper; and
  
  3. to the extent that a director, officer, employee or agent of a corporation
  has been successful on the merits or otherwise in defense of any action, suit or
  proceeding, or in defense of any claim, issue or matter therein, the corporation
  shall indemnify him against expenses, including attorneys' fees, actually and
  reasonably incurred by him in connection with the defense.
  
  We may make any discretionary indemnification only as authorized in the specific
  case upon a determination that indemnification of the director, officer,
  employee or agent is proper in the circumstances.
  
  The determination must be made:
  
  - by our stockholders, or;
  
  - by our board of directors by majority vote of a quorum consisting of directors
  who were not parties to the action, suit or proceeding; - if a majority vote of
  a quorum consisting of directors who were not parties to the action, suit or
  proceeding so orders, by independent legal counsel in a written opinion; - if a
  quorum consisting of directors who were not parties to the action, suit or
  proceeding cannot be obtained, by independent legal counsel in a written
  opinion; or - by court order.
  
           Our Articles of Incorporation provide for indemnification of agents of
  the Company through bylaw provisions, agreements with such agents or other
  persons, vote of stockholders or disinterested directors or otherwise, in excess
  of the indemnification and advancement otherwise permitted under, and subject
  only to the limits imposed by, Nevada law. Our Articles of Incorporation further
  provide that we may purchase and maintain insurance against any liability
  asserted against an indemnified party.
  
           However, insofar as indemnification for liabilities arising under the
  Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
  directors, officers and controlling persons of the Company pursuant to the
  foregoing provisions, or otherwise, the Company 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 and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company 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
  Company will, unless in the 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 and will be governed by the final adjudication
  of such issue.
  
  Item 7.  Exemption from Registration Claimed
  
  Not applicable.
  
  
                                         18
  <PAGE>
  
  Item 8.  Exhibits
  
  The following exhibits are filed as part of this Registration Statement:
  
  Exhibit No.                Description
  
  4.1       2002 Stock Incentive Plan (incorporated by reference to Exhibit 4.2 to
            the Form SB-2, filed on February 2, 2004)
  4.2       2003 Stock Incentive Plan (incorporated by reference to Exhibit 4.3 to
            the Form SB-2, filed on February 2, 2004)
  4.3       Amended and Restated Articles of Incorporation (incorporated by
            reference to Exhibit 3.1 to the Form SB-2, filed on February 2, 2004)
  4.4       By-Laws (incorporated by reference to Exhibit 3.2 to Form SB-2, filed
            on February 2, 2004)
  5.1       Opinion of Bondy & Schloss LLP
  23.1      Consent of Aronson & Company
  23.2      Consent of Bondy & Schloss LLP (contained in Exhibit 5.1)
  24.1      Power of Attorney (reference is made to the signature page)
  
  
  Item 9.  Undertakings
  
  The undersigned registrant hereby undertakes:
  
  (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to the registration statement:
  
  (i)  To include any prospectus required by Section 10(a)(3) of the Securities
  Act;
  
  (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 SEC 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; and
  
  (iii) To include any material information with respect to the plan of
  distribution not disclosed previously in the registration statement or any
  material change to such information in the registration statement; provided,
  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the SEC
  by the registrant pursuant to Sections 13 or 15(d) of the Exchange Act that are
  incorporated by reference in the registration statement.
  
  (2) That, for the purpose of determining any liability under the Securities Act,
  each such post-effective amendment 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.
  
  (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.
  
  
                                         19
  <PAGE>
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on a Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Rockville, State of Maryland, on May 24, 2005.
  
                                  POWER OF ATTORNEY
  
  KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose signature
  appears below constitutes and appoints Malcolm H. Philips Jr., as such person's
  true and lawful attorney-in-fact and agent, with full powers of substitution and
  re-substitution, for such person in name, place and stead, to sign in any and
  all amendments (including post-effective amendments) to this Registration
  Statement on Form S-8, in any and all capacities, and to file the same, with all
  exhibits thereto and all other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto such 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, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that such
  attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates stated.
  
  <TABLE>
  <CAPTION>
  
  NAME                              TITLE                                                   DATE
  -----------------------           ----------------------------------------------------    ----
  <S>                               <C>                                                        <C>
  
  /s/ Malcolm H. Philips            CEO/President/Chairman of the Board of Directors        May 24, 2005
  ------------------------
  Malcolm H. Philips Jr
  
  /s/ Timothy Shriver               Sr. Vice President of Technical Operations/Director     May 24, 2005
  ------------------------
  Timothy Shriver
  
  /s/ George Dials                  Director                                                May 24, 2005
  ------------------------
  George Dials
  
  /s/ Dr. BD Liaw                   Director                                                May 24, 2005
  ------------------------
  Dr. BD Liaw
  
  /s/ John A. Knubel                Director                                                May 24, 2005
  ------------------------
  John A. Knubel
  
  </TABLE>
  
  
  
                                         20
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "f52351s8.txt", "secsgml_size_bytes": 74964}]
metadata_filer: {"company-data": {"conformed-name": "CDEX INC", "cik": "0001173738", "assigned-sic": "3829", "irs-number": "522336836", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-125186", "film-number": "05854262"}, "business-address": {"street1": "1700 ROCKVILLE PIKE", "street2": "STE 400", "city": "ROCKVILLE", "state": "MD", "zip": "20852", "phone": "301-881-0080"}, "mail-address": {"street1": "1700 ROCKVILLE PIKE", "street2": "STE 400", "city": "ROCKVILLE", "state": "MD", "zip": "20852"}}
text: As filed with the Securities and Exchange Commission on May 24, 2005
  
                            Registration No. 333-________
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                      CDEX Inc.
               (Exact Name of Registrant as Specified in Its Charter)
  
                   Nevada                                    52-2336836
        (State or Other Jurisdiction of                  (I.R.S. Employer
          Incorporation or Organization)                 Identification No.)
  
                           1700 Rockville Pike, Suite 400
                              Rockville, Maryland 20852
                                   (301) 881-0080
     (Address, Including Zip Code, of Registrant's Principal Executive Offices)
  
                              2002 Stock Incentive Plan
                              2003 Stock Incentive Plan
                                (Full Title of Plan)
  
                               Malcolm H. Philips, Jr.
                           1700 Rockville Pike, Suite 400
                              Rockville, Maryland 20852
                                   (301) 881-0080
   (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                                of Agent For Service)
  
                                      Copy to:
  
                               Jeffrey A. Rinde, Esq.
                                 Bondy & Schloss LLP
                            60 East 42nd St., 37th Floor
                              New York, New York 10165
                                   (212) 661-3535
                              Facsimile: (212) 972-1677
  CALCULATION OF REGISTRATION FEE
  ----------------------------------------------------------------------------------------------------------------------
                                                                    Proposed maximum     Proposed maximum      Amount of
                                                 Amount to be        offering price     aggregate offering   registration
                                                  registered            per share             price               fee
    ----------------------------------------------------------------------------------------------------------------------
  Class A common stock, par value $.005         7,480,475 (1)          $ 1.33 (2)         $ 9,949,032         $ 1,171
    per share, issuable under the 2003
    Stock Incentive Plan
    ----------------------------------------------------------------------------------------------------------------------
    Class A common stock, par value $.005         2,519,525 (3)          $ 1.33 (4)         $ 3,350,968         $   394
    per share, issued pursuant to 2002
    Stock Incentive Plan
    ----------------------------------------------------------------------------------------------------------------------
    Total registration fee                                                                                      $ 1,565
    ----------------------------------------------------------------------------------------------------------------------
  (1)    Represents (i) 6,034,643 shares of Class A common stock which have been
           granted under the registrant's 2003 Stock Incentive Plan, and (ii) the
           maximum number of additional shares of Class A common stock which could
           be granted under the registrant's 2003 Stock Incentive Plan, and
           includes an indeterminate number of shares which may be issuable by
           reason of a stock dividend, stock split, recapitalization or other
           similar event, in accordance with Rules 416(a) of the Securities Act of
           1933, as amended.
  
    (2)    Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
           amended, based upon (i) the average of the closing bid price of $1.25
           and closing asked price of $1.40 of the registrant's common stock on
           the OTC Bulletin Board on May 18, 2005 with respect to: (A) 6,034,643
           shares of Class A common stock which have been granted under the
           registrant's 2003 Stock Incentive Plan, and (B) 1,445,832 shares of
           Class A common stock which are available for grant under the 2003 Stock
           Incentive Plan, but have not been granted as of the date of this
           registration statement.
  
    (3)    Represents (i) 2,519,525 shares of Class A common stock which have been
           granted under the registrant's 2002 Stock Incentive Plan, and (ii) the
           maximum number of additional shares of Class A common stock which could
           be granted under the registrant's 2002 Stock Incentive Plan, and
           includes an indeterminate number of shares which may be issuable by
           reason of a stock dividend, stock split, recapitalization or other
           similar event, in accordance with Rules 416(a) of the Securities Act of
           1933, as amended.
  
    (4)    Estimated solely for the purpose of calculating the registration fee
           pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
           amended, based upon (i) the average of the closing bid price of $1.25
           and closing asked price of $1.40 of the registrant's Class A common
           stock on the OTC Bulletin Board on May 18, 2005 with respect to
           2,519,525 shares of Class A common stock which have been granted under
           the registrant's 2002 Stock Incentive Plan.
  
  ================================================================================
  
                                  EXPLANATORY NOTE
  
  The purpose of this Form S-8 registration statement is to register shares of the
  Class A common stock of CDEX Inc. (the "Company") issued or available for
  issuance under the Company's 2002 Stock Incentive Plan and 2003 Stock Incentive
  Plan.
  
  This registration statement includes a reoffer prospectus prepared in accordance
  with the requirements of Instruction C to Form S-8 and Part I of Form S-3. The
  reoffer prospectus may be utilized for reoffers and resales of "restricted
  securities" or of securities acquired under the Plan by the Company's directors
  and officers deemed to be "affiliates" under Rule 405.
  PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  The documents containing the information specified in Part I of Form S-8 will be
  sent or given to employees as specified by Rule 428(b)(1) of the Securities Act.
  Such documents need not be filed with the SEC either as part of this
  registration statement or as prospectuses or prospectus supplements, pursuant to
  Rule 424 of the Securities Act. These documents and the documents incorporated
  by reference in this registration statement, pursuant to Item 3 of Part II of
  this registration statement, taken together, constitute a prospectus that meets
  the requirements of Section 10(a) of the Securities Act.
  REOFFER PROSPECTUS
  
                                      CDEX Inc.
  
                      3,971,419 Shares of Class A Common Stock
  
  This Prospectus relates to the reoffer and resale of up to 3,971,419 shares of
  Class A common stock, par value $.005 per share, of CDEX Inc. by officers,
  directors and other "affiliates" as defined in Rule 405, promulgated under the
  Securities Act of 1933, as amended (the "Securities Act"). These affiliates
  ("Selling Shareholders") acquired the shares under the Company's 2003 Stock
  Incentive Plan (the "2003 Plan") and the Company's 2002 Stock Incentive Plan
  (the "2002 Plan") (collectively, the "Plans").
  
  The Selling Shareholders will determine when they will sell their shares, and in
  all cases they will sell their shares at the then-prevailing market price or at
  prices negotiated at the time of sale. We will not receive any proceeds from
  these sales. The brokers and dealers that the Selling Shareholders may utilize
  in selling their shares may receive compensation in the form of underwriting
  discounts, concessions or commissions from the sellers or purchasers of the
  shares.
  
  Our stock is traded on the OTC Bulletin Board under the symbol "CEXI.OB." On May
  18, 2005, the last reported sale price of our Class A common stock on the OTC
  Bulletin Board was $1.25 per share. On May 18, 2005, there were 33,177,764
  shares of our Class A common stock issued and outstanding.
  
  Our principal executive offices are located at 1700 Rockville Pike, Suite 400,
  Rockville, Maryland 20852, and our telephone number is (301) 881-0080.
  
  Investing in the shares involves risks, which are described from time to time in
  the periodic reports we file with the Securities and Exchange Commission
  ("SEC"), and which we incorporate herein by reference. Also see "Risk Factors"
  beginning on page 2.
  
  NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
  ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
  CRIMINAL OFFENSE.
  
                    The date of this prospectus is May 24, 2005.
  
                                         1
  TABLE OF CONTENTS
  
  Risk Factors..................................................................3
  
  Cautionary Statement Regarding Forward-Looking Statements.....................9
  
  Business......................................................................10
  
  Selling Shareholders..........................................................11
  
  Plan Description..............................................................12
  
  Plan of Distribution..........................................................13
  
  Use of Proceeds...............................................................13
  
  Experts.......................................................................14
  
  Indemnification of Directors and Officers.....................................14
  
  Legal Matters.................................................................15
  
  Where You Can Find More Information...........................................15
  
  Incorporation of Certain Documents by Reference...............................15
  
                                         2
  RISK FACTORS
  
  RISKS RELATED TO OUR BUSINESS
  
  A history of operating losses and an accumulated deficit may affect CDEX's
  ability to survive.
  
  We have a history of operating losses and an accumulated deficit. Since our
  principal activities to date have been limited to organizational activities,
  research and development, product development and limited marketing and sales,
  CDEX has produced only limited revenues. In addition, we have only limited
  assets. As a result, we cannot be certain that CDEX will continue to generate
  revenues or become profitable in the future. If we are unable to obtain
  customers and generate sufficient revenues to operate profitably, our business
  will not succeed.
  
  CDEX has received a going concern opinion from its independent auditors that
  expresses uncertainty regarding its ability to continue as a going concern.
  
  We have received a report from our independent auditors for the fiscal year
  ended October 31, 2004 containing an explanatory paragraph that expresses
  uncertainty regarding our ability to continue as a going concern due to
  historical negative cash flow. We cannot be certain that our business plans will
  be successful or what actions may become necessary to preserve our business. Any
  inability to raise capital may require us to reduce operations or could cause
  our business to fail.
  
  Our limited operating history makes our future operating results unpredictable
  rendering it difficult to assess the health of our business or its likelihood of
  success. The inability to assess these factors could result in a total loss of
  an investor's investment in CDEX.
  
  In the case of an established company in an ongoing market, investors may look
  to past performance and financial condition to get an indication of the health
  of the company or its likelihood of success. Our short operating history and the
  evolving nature of the explosives detection and chemical identification markets
  in which we focus make it difficult to forecast our revenues and operating
  results accurately. We expect this unpredictability to continue into the future
  due to the following factors:
  
  o the timing of sales of our products and services, particularly in light of our
  minimal sales history;
  
  o difficulty in keeping current with changing technologies;
  
  o unexpected delays in introducing new products, new product features and
  services;
  
  o increased expenses, whether related to sales and marketing, product
  development or administration;
  
  o deferral of recognition of our revenue in accordance with applicable
  accounting principles due to the time required to complete projects;
  
  o the mix of product license and services revenue; and
  
  o costs related to possible acquisitions of technologies or businesses.
  
  CDEX could experience operating losses or even a total loss of our business
  which, as a result of the foregoing factors, would be difficult to anticipate
  and could thus cause a total loss of capital invested in CDEX.
  
                                         3
  The absence of a permanent, full-time chief financial officer and the types of
  financial controls and procedures which will be required of public companies
  leave investors in CDEX without these protections until they are remedied.
  
  In April 2004 we retained a qualified part-time chief financial officer on a
  consultancy basis, however, we have not retained a long-term chief financial
  officer. The responsibilities of the principal accounting and financial officer
  are currently being handled by our CEO. We have also added to our board of
  directors a qualified financial expert as described in the Sarbanes-Oxley Act.
  
  The Sarbanes-Oxley Act requires public companies to maintain disclosure controls
  and procedures that are designed to ensure that information required to be
  disclosed in reports filed with the SEC is recorded, processed, summarized and
  reported within the time required. This includes controls and procedures to
  ensure that such information is accumulated and communicated to management,
  including the chief executive and financial officers, so as to allow timely
  decisions regarding required disclosure of such information. The Sarbanes-Oxley
  Act also requires documentation of internal control procedures, remediation as
  needed, and periodic testing of the controls. We are in the process of reviewing
  our internal controls with a view toward documenting the required controls and
  procedures and adopting a testing plan. This process is in the initial stages
  beginning with the review of procurement and inventory functions. We plan on
  completing the documentation, testing and remediation as required during fiscal
  year 2006 to be compliant under Section 404 of the Sarbanes-Oxley Act.
  
  Lack of additional financing could prevent us from operating profitably which,
  eventually, could result in a total loss of our business.
  
  Since our inception, we have funded our operations through borrowings and
  financings. Current funds available to CDEX may not be adequate for us to be
  competitive in the areas in which we intend to operate, and we have no
  arrangements or commitments for ongoing funding. If funding is insufficient at
  any time in the future, we may not be able to grow revenue, take advantage of
  business opportunities or respond to competitive pressures. The unavailability
  of funding could prevent us from producing additional revenues or ever becoming
  profitable. Our continued operations, as well as the successful implementation
  of our business plan, may therefore depend upon our ability to raise additional
  funds of approximately $2,500,000 to $4,000,000 through bank borrowings or
  equity or debt financing over the next twelve months. We continue to seek
  prospective investors who may provide some of this funding. However, such
  funding may not be available when needed or may not be available on favorable
  terms. Certain family members of our management team have advanced funds to CDEX
  on an as-needed basis although there is no definitive or legally binding
  arrangement to do so. All such advances have been repaid. If we do not produce
  revenues and become profitable, eventually, we will be unable to sustain our
  business.
  
  CDEX shareholders will experience significant dilution if we issue additional
  equity to fund operations or acquire businesses or technologies.
  
  If working capital or future acquisitions are financed through the issuance of
  equity securities, CDEX shareholders will experience significant dilution. In
  addition, securities issued in connection with future financing activities or
  potential acquisitions may have rights and preferences senior to the rights and
  preferences of the currently outstanding CDEX shares of common stock. The
  conversion of future debt obligations into equity securities could also have a
  dilutive effect on our shareholders. Regardless of whether our cash assets prove
  to be inadequate to meet our operational needs, we may elect to compensate
  providers of services by issuing stock in lieu of cash.
  
  Our potential inability to protect the proprietary rights in CDEX's technologies
  and intellectual property may hamper our ability to manufacture products which
  would prevent us from earning revenues or becoming profitable.
  
  Our success and ability to compete will depend in part on the protection of our
  potential patents and other proprietary information. We currently have four
  patent applications pending for our chemical detection technologies. We rely on
  non-disclosure agreements and patent and copyright laws to protect the
  intellectual property that we have developed and plan to develop. However, such
  agreements and laws may provide insufficient protection. Moreover, other
  companies may develop products that are similar or superior to CDEX's or may
  copy or otherwise obtain and use our proprietary information without
  authorization. If a third party were to violate one or more of our patents, we
  
                                         4
  may not have the resources to bring suit or otherwise protect the intellectual
  property underlying the patent. In the event of such a violation or if a third
  party appropriated any of our unpatented technology, such party may develop and
  market products which we intend to develop and/or market. We would lose any
  revenues which we would otherwise have received from the sale or licensing of
  those products. This could prevent our ever making a profit on any products
  based upon the misappropriated technology.
  
  Policing unauthorized use of CDEX's proprietary and other intellectual property
  rights could entail significant expense and could be difficult or impossible. In
  addition, third parties may bring claims of copyright or trademark infringement
  against CDEX or claim that certain of our processes or features violate a
  patent, that we have misappropriated their technology or formats or otherwise
  infringed upon their proprietary rights. Any claims of infringement, with or
  without merit, could be time consuming to defend, result in costly litigation,
  divert management attention, and/or require CDEX to enter into costly royalty or
  licensing arrangements to prevent further infringement, any of which could
  increase our operating expenses and thus prevent us from becoming profitable.
  
  Our competitive position also depends upon unpatented trade secrets. Trade
  secrets are difficult to protect. Our competitors may independently develop
  proprietary information and techniques that are substantially equivalent to ours
  or otherwise gain access to our trade secrets, such as through unauthorized or
  inadvertent disclosure of our trade secrets. If this occurs, our competitors may
  use our processes or techniques to develop competing products and bring them to
  market ahead of us. This could prevent us from becoming profitable.
  
  We may rely on certain intellectual property licensed from third parties, and
  may be required to license additional products or services in the future, in
  order to move forward with our business plan. These third party licenses may be
  unavailable on acceptable terms, when needed or at all. An inability to enter
  into and maintain any of these licenses could prevent us from developing or
  marketing products based upon the underlying technology which could prevent us
  from earning revenues on these products or from becoming profitable.
  
  No assurance of successful manufacturing may affect our ability to survive.
  
  CDEX itself has no experience in manufacturing commercial quantities of
  products, and our management has had limited experience in this area. We
  presently have no plans for developing in-house manufacturing capability beyond
  aggregating off the shelf components for our initial units into a final
  assembly. Accordingly, we depend upon outside manufacturers to manufacture and
  assemble our products. In our early stages with each new product, we plan to do
  the final assembly and testing of the initial units in-house. We cannot be
  certain that the terms of such arrangement will be favorable enough to permit
  our products to compete effectively in the marketplace.
  
  Dependence on outsourced manufacturing may affect ability to bring products to
  market.
  
  At present, we do not plan to manufacture any of our products in-house. We are
  considering different possibilities for bringing different products to market
  among them, licensing to third parties or outsourcing manufacturing. The risks
  of association with outsourced manufacturers are related to their operations,
  finances and suppliers. CDEX would have little control over an outsourced
  manufacturer and may suffer losses if any outside manufacturer fails to perform
  its obligations to manufacture and ship the manufactured product. These
  manufacturers' financial affairs may also affect our ability to obtain product
  from them in a timely fashion should they fail to continue to obtain sufficient
  financing during a period of incremental growth. Problems with outsourced
  manufacturers could damage our relationships with our clientele and cost us
  future revenues. If we are unable to contract with adequate manufacturers, and
  in the absence of licensing or other means, we may be unable to market our
  products. This would prevent us from earning revenues.
  
  Lack of market acceptance may limit our ability to sell products and generate
  revenues which would prevent us from earning revenues or becoming profitable.
  
  We cannot be certain that any products which we successfully develop will ever
  achieve wide market acceptance. Our products, if successfully developed, may
  compete with a number of traditional products manufactured and marketed by major
  technology companies, as well as new products currently under development by
  such companies and others. In the explosives detection marketplace, for example,
  many airports and other facilities and agencies have already invested in and
  implemented systems that are based upon technology that is different from ours.
  While we believe our technology is superior, we will have to demonstrate its
  superiority to these potential customers in order to sell our products and
  
                                         5
  generate revenues. We may encounter similar obstacles in other application
  areas. The degree of market acceptance of our products will depend on a number
  of factors, including the establishment and demonstration of the efficacy of the
  product candidates, their potential advantage over alternative methods and
  reimbursement policies of government and third party payors. We cannot be
  certain that the marketplace in general will accept and utilize any of our
  products. If potential customers do not accept and purchase our products, we
  will be unable to generate revenues and become profitable.
  
  We intend to market our products in industries where technology changes rapidly,
  and we will incur costs to keep our products current and innovative. Our failure
  to do so could render our products obsolete, making our business unprofitable.
  
  We hope to market our products in industries characterized by rapid change due
  to the introduction of new and emerging technologies. Critical issues concerning
  the governmental or commercial use of chemical detection mechanisms, including
  security, reliability, accuracy, cost, ease of use, accessibility, or potential
  tax or other government regulation, may affect the relevance and functionality
  of our products. Future technology or market changes may cause some of our
  products to become obsolete more quickly than expected. We will need to make
  research and development expenditures to create new features for our products to
  enhance their effectiveness and become and remain competitive. If we are
  unsuccessful in timely assimilating development changes in the various
  environments, we may be unable to achieve or maintain profitability.
  
  Potential defects and product liability could result in delays in market
  acceptance, unexpected liability and costs and diminished operating results.
  
  Technology-based products frequently contain errors or defects, especially when
  first introduced or when new versions are released. Defects and errors could be
  found in current versions of our products, future upgrades to current products
  or newly developed and released products. These defects could result in product
  liability suits, delays in market acceptance or unexpected redevelopment costs,
  which could cause any profits we might otherwise have to decline. We anticipate
  most of our agreements with customers will contain provisions designed to limit
  our exposure to potential product liability claims. It is possible, however,
  that we will be unable to negotiate such provisions with certain customers or
  that these provisions, if negotiated, may not be valid as a result of federal,
  state, local or foreign laws or ordinances or unfavorable judicial decisions. A
  successful product liability claim could damage our business, operating results
  and financial condition. Prior to the actual licensing of our technologies for
  use in distributed products or the entry of our products made by us into the
  market, we plan to procure product liability insurance. Although we have
  researched policies for such insurance, we currently have none in place, and we
  cannot be certain that the amount or extent of coverage will be adequate once we
  obtain it.
  
  Our potential future business and/or technology acquisitions may be
  unpredictable and may cause our business to suffer.
  
  CDEX intends to expand its operations through the acquisition of additional
  technologies (either by purchasing other businesses or acquiring their
  technological assets) which it perceives to be unexploited and develop products
  based upon these technologies. We have not yet identified these specific
  technologies, and some of these technologies may be outside our current field of
  operations. However, we may be unable to identify any such businesses or
  technologies. Expansion may involve a number of special risks, including
  possible adverse effects on our operating results or balance sheet (particularly
  in the event of impairment of acquired intangible assets), diversion of
  management attention, inability to retain key personnel, risks associated with
  unanticipated events, any of which could prevent us from becoming profitable. In
  addition, if competition for acquisition candidates or technologies were to
  increase, the cost of acquiring businesses or technologies could increase as
  well. If we are unable to implement and manage our expansion strategy
  successfully, our business may suffer or fail.
  
  Substantial competition may limit our ability to sell products and thereby our
  chances of becoming profitable.
  
  We may experience substantial competition in our efforts to locate and attract
  customers for our products. We are aware of two significant competitors in the
  explosives detection industry which we believe have greater experience,
  resources and managerial capabilities and may be in a better position than we
  are to obtain access to and attract customers. A number of larger companies
  similarly may enter some or all of our target markets and directly compete with
  us. In the counter-terrorism arena, it is difficult to assess our competition
  due to the high level of secrecy and lack of available information with respect
  
                                         6
  to defense and homeland security contracts and contractors. We must assume that
  the demand for the technology in this area has given rise to a corresponding
  supply of scientists and others who are developing technology similar to, or
  otherwise competitive with, ours. In the area of brand protection, many
  companies may seek to develop technology in-house to protect their own brands
  rather than contract with us for our technology. In the areas of medical and
  pharmaceutical validation and brand protection, various existing technologies
  compete with ours and already are in use in the marketplace. These include radio
  frequency identification tags, tagant agents (chemical agents added to the
  target substance to serve solely as identifying tags) and bar coding. If our
  competitors are more successful in marketing their products, we may be unable to
  achieve or maintain profitability.
  
  Loss of any of our current management or inability to recruit and retain quality
  personnel could adversely impact our business and prospects. Our directors and
  officers exert substantial control over our business and operations.
  
  We are dependent on our officers, i.e., Malcolm Philips Jr. and Timothy Shriver,
  our Chairman of the Board and our Senior Vice President of Technical Operations,
  respectively, and our key employee. The loss of any of our key personnel could
  materially harm our business because of the cost and time necessary to retain
  and train a replacement. Such a loss would also divert management attention away
  from operational issues. This would increase costs and prevent or reduce our
  profits. To minimize the effects of such loss, we have entered into employment
  contracts and non-competition agreements with our key officers and employees,
  including Messrs. Philips and Shriver.
  
  Our management lacks experience in this market.
  
  Although widely experienced in other industries, our current senior management
  team has little experience leading the development, marketing and sales of
  technology products in the chemical detection and validation marketplace. This
  lack of experience could lead to inefficiency and slow the process of marketing
  our products and prevent us from making sales or becoming profitable.
  
  RISKS RELATING TO THE OFFERING AND OUR COMMON STOCK
  
  There has not been any significant prior trading market for our shares, and we
  cannot be certain that one will develop or that broker/dealers will make a
  market in our common stock.
  
  Our common stock has only recently begun trading on the Over The Counter
  Bulletin Board. We cannot be certain that our shares will be actively traded or
  at what prices they will trade. If an active trading market for our common stock
  does not develop, an investor may find it difficult to dispose of, or to obtain
  accurate quotations as to the market value of, our securities.
  
  If CDEX is unable to maintain National Association of Securities Dealers, Inc.
  member broker/dealers as market makers, the liquidity of our common stock could
  be impaired, not only in the number of shares of common stock which could be
  bought and sold, but also through possible delays in the timing of transactions,
  and lower prices for our common stock than might otherwise prevail. Furthermore,
  the lack of market makers could result in CDEX shareholders being unable to buy
  or sell shares of our common stock on any secondary market. We may be unable to
  maintain such market makers.
  
  Risk of low priced securities may affect the market value of our stock.
  
  Our common stock may be subject to the low-priced security or so called "penny
  stock" rules that impose additional sales practice requirements on
  broker-dealers who sell such securities. The Securities Enforcement and Penny
  Stock Reform Act of 1990 ("Reform Act") requires additional disclosure in
  connection with any trades involving a stock defined as a "penny stock"
  (generally defined as, according to recent regulations adopted by the U.S.
  Securities and Exchange Commission, any equity security that has a market price
  of less than $5.00 per share, subject to certain exceptions), including the
  delivery, prior to any penny stock transaction, of a disclosure schedule
  explaining the penny stock market and the risks associated therewith. The
  regulations governing low-priced or penny stocks sometimes may limit the ability
  of broker-dealers to sell CDEX's common stock and thus, ultimately, the ability
  of the investors to sell their securities in the secondary market. Prices for
  CDEX shares will be determined in the marketplace and may be influenced by many
  
                                         7
  factors, including the depth and liquidity of the market for the shares, CDEX's
  results of operations, what investors think of CDEX and the chemical detection
  and validation industry, changes in economic conditions in the industry, and
  general economic and market conditions. Market fluctuations could have a
  material adverse impact on the trading price of our shares.
  
  Sale of shares eligible for future sale could adversely affect the market price
  of our common stock.
  
  3,748,777 of the 33,167,764 outstanding shares of our Class A common stock have
  been issued in reliance on a registration exemption under the Securities Act of
  1933, as amended, and are eligible for sale in the open market without
  registration in reliance upon Rule 144 under the Securities Act. In general,
  under Rule 144 a person, or persons whose shares are aggregated, who has
  beneficially owned shares acquired in a non-public transaction for at least one
  year, including persons who may be deemed "affiliates" of CDEX, as defined in
  Rule 144, would be entitled to sell within any three-month period a number of
  shares that does not exceed the greater of 1% of the then outstanding shares of
  common stock, or the average weekly reported trading volume during the four
  calendar weeks preceding such sale, provided that current public information is
  then available. In addition, a person who is not deemed to have been an
  affiliate at any time during the three (3) months preceding a sale and who has
  beneficially owned the restricted securities for the last two (2) years, is
  entitled to sell all such shares without regard to the volume limitations,
  current public information requirements, manner of sale provisions and notice
  requirements. If a substantial number of the shares owned by these shareholders
  were sold under Rule 144, the market price of our common stock could be
  adversely affected.
  
  Distribution of shares of our common stock by a significant shareholder could
  create an overhang in the market.
  
  By order of the District Court of Travis County, Texas, Loch Harris, Inc., a
  significant CDEX shareholder, was ordered to distribute to its shareholders and
  others approximately 12,000,000 shares of CDEX common stock which it held. These
  shares were originally issued to Loch Harris pursuant to an Asset Purchase
  Agreement between CDEX and Loch Harris in exchange for certain intellectual
  property rights acquired by CDEX from Loch Harris. The agreement required Loch
  Harris to distribute these shares to its shareholders. By January 2002, the
  shares had not yet been distributed. At that time, certain of Loch Harris's
  shareholders filed a class action lawsuit against it, demanding, among other
  claims, that it distribute these shares to its shareholders. As part of the
  settlement of this suit, Loch Harris was required to do so. The shares were
  distributed to approximately 37,000 Loch Harris shareholders without
  registration, pursuant to Section 3(a)(10) of the Securities Act of 1933, as
  amended, because they were issued by court order. Prior to the court's order,
  these shares were restricted and could not be sold publicly by Loch Harris.
  However, under the court order and pursuant to Section 3 of the Securities Act,
  these shares are unrestricted in the hands of the individual shareholders of
  Loch Harris. Thus, in addition to the shares offered hereby, 12,000,000 shares
  held by the shareholders of this significant shareholder are eligible for public
  sale (subject to any state securities law requirements). As a result, the prices
  at which our shares trade may be lower than the price that would be expected for
  a fully distributed issue.
  
  Holders of our Class B Common Stock (the majority of which is currently held by
  our executive officers) will control the election of a majority of our board of
  directors until December 11, 2006.
  
  Until December 11, 2006, the holders of shares of our Class B Common Stock are
  entitled to vote as a class to elect a majority of our directors. The majority
  of these shares are now held by our executive officers. Until that time, holders
  of shares of Class A Common Stock are only entitled to vote as a class to elect
  the remainder of our directors. Following December 11, 2006, holders of Class A
  Common Stock and Class B Common Stock shall be entitled to one vote per share on
  the election of directors. As a result, prior to December 11, 2006, purchasers
  of the shares in this offering will be unable to elect a majority of the
  directors of CDEX. Our executive officers hold the majority of the issued and
  outstanding shares of Class B Common Stock.
  
                                         8
  CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  
  Information included in this prospectus may contain forward-looking statements.
  This information may involve known and unknown risks, uncertainties and other
  factors which may cause our actual results, performance or achievements to be
  materially different from the future results, performance or achievements
  expressed or implied by any forward- looking statements. Forward-looking
  statements, which involve assumptions and describe our future plans, strategies
  and expectations, are generally identifiable by use of the words "may,"
  "should," "expect," "anticipate," "estimate," "believe," "intend" or "project"
  or the negative of these words or other variations on these words or comparable
  terminology.
  
  This prospectus contains forward-looking statements, including statements
  regarding, among other things, (a) our projected sales and profitability, (b)
  our growth strategies, (c) anticipated trends in our industry, (d) our future
  financing plans, and (e) our anticipated needs for working capital. These
  statements may be found under "Management's Discussion and Analysis of Financial
  Conditions and Results of Operations" and "Our Business," as well as in this
  prospectus generally. Actual events or results may differ materially from those
  discussed in forward-looking statements as a result of various factors,
  including, without limitation, the risks outlined under "Risk Factors" and
  matters described in this prospectus generally. In light of these risks and
  uncertainties, there can be no assurance that the forward-looking statements
  contained in this prospectus will in fact occur.
  
                                         9
  BUSINESS
  
           CDEX Inc. was incorporated in the State of Nevada on July 6, 2001. We
  are a technology company with a current focus on developing and marketing
  products using chemical detection and validation technologies. At present, we
  are devoting our resources to the development of products for two distinct
  markets:
  
           (i) identification of substances of concern (e.g., explosives, illegal
           drugs and chemical/biological weapons); and
  
           (ii) validation of substances for anti-counterfeiting, brand protection
           and quality assurance (e.g., validation of prescription medication;
           detection of counterfeit or sub-par products for brand protection; and
           quality assurance inspection of incoming raw materials and outgoing
           final products).
  
           All CDEX products are based on applying the same underlying
           technologies for which we have patents pending.
  
           We anticipate acquiring other technologies in the future through
  partnering and investment. However, unless and until such time as we acquire
  other technology assets, we anticipate that almost all of our revenues, if any,
  will come from our chemical detection products.
  
           Our principal office is located at 1700 Rockville Pike, Suite 400,
  Rockville, MD 20852. Our telephone number is (301) 881-0080.
  
                                         10
  SELLING SHAREHOLDERS
  
  This prospectus relates to shares of Class A common stock that are being
  registered for reoffer and resale by selling shareholders who have acquired or
  may acquire shares of common stock pursuant to our 2002 and/or 2003 Stock
  Incentive Plan, and who may be deemed "affiliates" of the company. An
  "affiliate" is defined under the Securities Act as "a person that directly or
  indirectly, through one or more intermediaries, controls or is controlled by, or
  is under common control with" the company. The Selling Shareholders may resell
  any or all of the shares of common stock at any time while this prospectus is
  current.
  
  Executive officers, directors or others who are considered to be affiliates of
  the Company who acquire Common Stock under the Plan may be added to the list of
  selling shareholders, and their number of Shares to be sold may be increased or
  decreased by the use of a prospectus supplement filed with the SEC.
  
  The inclusion of the shares of Common Stock in the table below does not
  constitute a commitment to sell any shares.
  Number of                            Percent of
                                                         Number of Class A      Class A Shares      Number of Class    Class Owned
                                                              Shares              Eligible           A Shares             After
                                                           Beneficially        to be Offered by     Owned After         Completion
                                                            Owned Prior          the Selling       Completion of the      of the
       Name                   Position                    to the Offering        Shareholders          Offering          Offering
  Malcolm H. Philips, Jr.  CEO / President /                   2,196,000 (1)      2,196,000 (1)             --              --
                           Chairman of the Board of
                           Directors
  Timothy Shriver          Sr. Vice President of               1,277,658          1,277,658                 --              --
                           Technical Operations / Director
  George Dials             Director                              180,000            180,000                 --              --
  B.D. Liaw                Director                              175,000            175,000                 --              --
  John A. Knubel           Director                               85,000             85,000                 --              --
  Malcolm H. Philips, III  Family member                          70,000 (2)         70,000 (2)             --              --
  & Dana E. Philips
  (1)  Includes shares transferred by gift to family members of Mr. Philips,
            a family limited partnership and FGW LLC, a limited liability company
            over which Mr. Philips holds at least 50% voting control.
  
       (2)  Shares received as a gift from Malcolm H. Philips, Jr., the father of
            Malcolm H. Philips, III.
  
                                         11
  PLAN DESCRIPTION
  
  2002 Stock Incentive Plan
  
  On May 27, 2002, our board of directors adopted the 2002 Stock Incentive Plan,
  under which stock options and restricted stock may be granted to such of our
  officers, directors, employees or other persons providing services to CDEX as
  our board of directors, or a committee designated by them for this purpose,
  selects. The plan was approved by our stockholders on July 1, 2002.
  
  Stock options granted under the plan may be nonqualified stock options or
  incentive stock options, as provided in the plan. Incentive stock options are to
  be issued in accordance with Section 422 of the Internal Revenue Code of 1986,
  as amended. As such, they may only be issued to employees of CDEX or any
  subsidiary of CDEX, and must have an exercise price of no less than 110% of fair
  market value of the common stock on the date of the grant. The aggregate fair
  market value of the underlying shares cannot exceed $100,000 for any individual
  option holder during any calendar year. Also, incentive stock options must
  expire no later than five years from the date of grant. Non-incentive options
  are not subject to the restrictions contained in Section 422, except that
  pursuant to the plan, such options cannot be exercisable at less than 85% of
  fair market value and must expire no later than ten years from the date of
  grant. The options are non-transferable and may not be assigned except that
  non-incentive options may, in certain cases be assigned to family members of the
  grantee. Upon termination of the employment (other than for cause) of a grantee
  of options under this plan, the grantee shall have 60 days following such
  termination, or one year if such termination results from the grantee's death or
  disability (as defined in the plan), to exercise the vested portion of any
  option.
  
  Holders of options under the plan have no voting or other rights of shareholders
  except and to the extent that they exercise their options and are issued the
  underlying shares. Options under the plan may be exercised by the issuance of a
  promissory note from the grantee, or on a cashless basis by the grantee
  surrendering a portion of the shares issuable thereunder, as payment of the
  exercise price in lieu of cash.
  
  Restricted stock granted under this plan may be issued subject to any
  restrictions set by our board of directors in its discretion except that the
  vesting restrictions for restricted stock granted to individuals who are not
  officers, directors or consultants of CDEX shall lapse no less rapidly than the
  rate of 20% per year for each of the first five years from the grant date.
  However, the board of directors in its discretion may shorten or eliminate the
  restrictions. Generally, unless otherwise provided by the board of directors
  with respect to a particular grant of restricted stock, holders of restricted
  stock have the right to vote and receive dividends on their shares, including
  shares not yet vested. Also, unless otherwise so provided, any unvested shares
  are deemed forfeited by the grantee upon termination of such grantee's service
  with CDEX.
  
  2003 Stock Incentive Plan
  
  On July 1, 2003, our shareholders adopted the 2003 Stock Incentive Plan, which
  has substantially the same terms as the 2002 Stock Incentive Plan. We have
  reserved 10,000,000 shares in the aggregate for issuance under both the 2002 and
  2003 plans, including 3,000,000 available for the Board of Directors to allocate
  to the Incentive Plan at their discretion as approved by the Shareholders at our
  June 2004 Annual Meeting.
  
  To date, we have issued 8,554,168 shares of common stock under the plans to
  certain of our officers, directors, consultants and employees, which are subject
  to forfeiture in accordance with the vesting schedules set forth in the granting
  agreements. No options are currently outstanding under the plans. Shares issued
  pursuant to the plans, whether underlying options or as restricted stock,
  generally may not be sold or transferred without the grantee first offering CDEX
  a right of first refusal to purchase the shares sought to be sold.
  
  We have issued shares of restricted stock to our Directors as compensation for
  their board services. We have also issued shares of restricted stock to John
  Knubel, Director, for consulting services rendered separately from his board
  capacity.
  
                                         12
  PLAN OF DISTRIBUTION
  
  Shareholders selling under this prospectus may, from time to time, sell any or
  all of their shares of common stock on any stock exchange, market or trading
  facility on which the shares are traded or in private transactions. These sales
  may be at fixed or negotiated prices. The selling shareholders may use any one
  or more of the following methods when selling shares:
  
  - ordinary brokerage transactions and transactions in which the broker-dealer
  solicits purchasers;
  
  - block trades in which the broker-dealer will attempt to sell the shares as
  agent but may position and resell a portion of the block as principal to
  facilitate the transaction;
  
  - purchases by a broker-dealer as principal and resale by the broker-dealer for
  its account;
  
  - an exchange distribution in accordance with the rules of the applicable
  exchange;
  
  - privately negotiated transactions;
  
  - short sales;
  
  - broker-dealers may agree with the selling shareholders to sell a specified
  number of such shares at a stipulated price per share; - a combination of any
  such methods of sale; and
  
  - any other method permitted pursuant to applicable law.
  
  The selling shareholders may also sell shares under Rule 144 under the
  Securities Act of 1933, as amended, if available, rather than under this
  prospectus.
  
  The selling shareholders may also engage in short sales against the box, puts
  and calls and other transactions in our securities or derivatives of our
  securities and may sell or deliver shares in connection with these trades. The
  selling shareholders may pledge their shares to their brokers under the margin
  provisions of customer agreements. If a selling shareholder defaults on a margin
  loan, the broker may, from time to time, offer and sell the pledged shares.
  
  Broker-dealers engaged by the selling shareholders may arrange for other
  brokers-dealers to participate in sales. Broker-dealers may receive commissions
  or discounts from the selling shareholders (or, if any broker-dealer acts as
  agent for the purchaser of shares, from the purchaser) in amounts to be
  negotiated. The selling shareholders do not expect these commissions and
  discounts to exceed what is customary in the types of transactions involved.
  
  The selling shareholders and any broker-dealers or agents that are involved in
  selling the shares may be deemed to be "underwriters" within the meaning of the
  Securities Act in connection with such sales. In such event, any commissions
  received by such broker-dealers or agents and any profit on the resale of the
  shares purchased by them may be deemed to be underwriting commissions or
  discounts under the Securities Act.
  
  We are required to pay all fees and expenses incident to the registration of the
  shares being registered herein, including any fees and disbursements of counsel
  to the selling shareholders, which we estimate to be approximately $10,000 in
  the aggregate. We have agreed to indemnify certain of the selling shareholders
  against certain losses, claims, damages and liabilities, including liabilities
  under the Securities Act.
  
                                   USE OF PROCEEDS
  
  The Shares are being registered for the account of the Selling Shareholders.
  Accordingly, the Company will not receive any of the proceeds from the sale of
  Shares by the Selling Shareholders.
  
                                         13
  EXPERTS
  
  The financial statements and schedules incorporated by reference in this
  prospectus and elsewhere in the registration statement have been audited by
  Aronson & Company, independent registered public accounting firm, as indicated
  in their reports with respect thereto, and are included herein in reliance upon
  the authority of said firm as experts in accounting and auditing.
  
                      INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
  Nevada corporation law provides that:
  
  1. a corporation may 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, except an
  action by or in the right of the corporation, by reason of the fact that he 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, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with the action, suit or proceeding if he acted in good faith and in a manner
  which he 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 no
  reasonable cause to believe his conduct was unlawful;
  
  2. a corporation may 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 he 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 amounts paid in
  settlement and attorneys' fees actually and reasonably incurred by him in
  connection with the defense or settlement of the action or suit if he acted in
  good faith and in a manner which he reasonably believed to be in or not opposed
  to the best interests of the corporation. Indemnification may not be made for
  any claim, issue or matter as to which such a person has been adjudged by a
  court of competent jurisdiction, after exhaustion of all appeals therefrom, to
  be liable to the corporation or for amounts paid in settlement to the
  corporation, unless and only to the extent that the court in which the action or
  suit was brought or other court of competent jurisdiction determines upon
  application that in view of all the circumstances of the case, the person is
  fairly and reasonably entitled to indemnity for such expenses as the court deems
  proper; and
  
  3. to the extent that a director, officer, employee or agent of a corporation
  has been successful on the merits or otherwise in defense of any action, suit or
  proceeding, or in defense of any claim, issue or matter therein, the corporation
  shall indemnify him against expenses, including attorneys' fees, actually and
  reasonably incurred by him in connection with the defense.
  
  We may make any discretionary indemnification only as authorized in the specific
  case upon a determination that indemnification of the director, officer,
  employee or agent is proper in the circumstances.
  
  The determination must be made:
  
  - by our stockholders, or;
  
  - by our board of directors by majority vote of a quorum consisting of directors
  who were not parties to the action, suit or proceeding; - if a majority vote of
  a quorum consisting of directors who were not parties to the action, suit or
  proceeding so orders, by independent legal counsel in a written opinion; - if a
  quorum consisting of directors who were not parties to the action, suit or
  proceeding cannot be obtained, by independent legal counsel in a written
  opinion; or - by court order.
  
           Our Articles of Incorporation provide for indemnification of agents of
  the Company through bylaw provisions, agreements with such agents or other
  persons, vote of stockholders or disinterested directors or otherwise, in excess
  of the indemnification and advancement otherwise permitted under, and subject
  
                                         14
  only to the limits imposed by, Nevada law. Our Articles of Incorporation further
  provide that we may purchase and maintain insurance against any liability
  asserted against an indemnified party.
  
           However, insofar as indemnification for liabilities arising under the
  Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
  directors, officers and controlling persons of the Company pursuant to the
  foregoing provisions, or otherwise, the Company 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 and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company 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
  Company will, unless in the 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 and will be governed by the final adjudication
  of such issue.
  
                                    LEGAL MATTERS
  
  The validity of the Shares offered will be passed upon for us by Bondy & Schloss
  LLP, New York, New York.
  
                         WHERE YOU CAN FIND MORE INFORMATION
  
  We are required to file annual, quarterly and special reports, proxy statements,
  any amendments to those reports and other information with the SEC. You may read
  and copy any documents filed by us with the SEC at the SEC's public reference
  room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
  1-800-SEC-0330 for further information on the public reference room. Reports,
  proxy statements and information statements, any amendments to those reports and
  other information filed electronically by us with the SEC are available to the
  public at the SEC's website at http://www.sec.gov.
  
                   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
  The following documents filed by us with the SEC are incorporated herein by
  reference as of their respective dates of filing and shall be deemed to be a
  part hereof:
  
  o        Our Annual Report on Form 10-KSB for the year ended October 31, 2004,
  and any amendments thereto;
  
  o        Our Quarterly Report on Forms 10-QSB for the quarter ended January 31,
  2005, and any amendments thereto;
  
  o       The Current Report on Form 8-K, filed with the SEC on December 16, 2004.
  
  o       All other reports filed pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934, as amended, since October 31, 2004;
  
  o       The description of our common stock contained on the Form SB-2
  registration statement, filed with the SEC on February 2, 2004, as amended; and
  
  o       All documents filed by us pursuant to Section 13(a), 13(c), 14, or
  15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
  of this prospectus and prior to the filing of a post-effective amendment which
  indicates that all securities offered have been sold or which deregisters all
  securities then remaining unsold shall be deemed to be incorporated by reference
  and a part of this Prospectus from the date such documents are filed.
  
           For purposes of this prospectus, any statement in a document
  incorporated or deemed incorporated by reference is modified or superseded to
  the extent that a statement in this prospectus, or in any subsequently filed
  document which is or is deemed to be incorporated by reference, modifies or
  supersedes it. Any statement so modified or superseded is not, except as so
  modified or superseded, to constitute a part of this Prospectus.
  
                                         15
  Upon written or oral request, we will provide a copy of the documents
  we incorporate by reference, at no cost, to any person who receives this
  Prospectus, including any beneficial owner of our Common Stock. To request a
  copy of any or all of these documents, you should write or telephone us at the
  following address and telephone number:
  
                           1700 Rockville Pike, Suite 400
                              Rockville, Maryland 20852
                                   (301) 881-0080
  
                                         16
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference
  
  The following documents filed by us with the Securities and Exchange Commission
  (the "SEC") are incorporated herein by reference as of their respective dates of
  filing and shall be deemed to be a part hereof:
  
  o        Our Annual Report on Form 10-KSB for the year ended October 31, 2004,
  and any amendments thereto;
  
  o        Our Quarterly Report on Forms 10-QSB for the quarter ended January 31,
  2005, and any amendments thereto;
  
  o        The Current Report on Forms 8-K, filed with the SEC on December 16,
  2004.
  
  o        All other reports filed pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934, as amended, since October 31, 2004;
  
  o        The description of our Common Stock contained on the Form SB-2
  registration statement, filed with the SEC on February 2, 2004, as amended; and
  
  All documents filed by us pursuant to Section 13(a), 13(c), 14, or 15(d) of the
  Securities Exchange Act of 1934, as amended, subsequent to the date of this
  Registration Statement and prior to the filing of a post-effective amendment
  which indicates that all securities offered have been sold or which deregisters
  all securities then remaining unsold shall be deemed to be incorporated by
  reference and a part of this prospectus from the date such documents are filed.
  
  For purposes of this Registration Statement, any statement in a document
  incorporated or deemed incorporated by reference is modified or superseded to
  the extent that a statement in this Registration Statement, or in any
  subsequently filed document which is or is deemed to be incorporated by
  reference, modifies or supersedes it. Any statement so modified or superseded is
  not, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  Item 4.  Description of Securities
  
  Not applicable.
  
  Item 5.  Interests of Named Experts and Counsel
  
  Not applicable.
  
  Item 6.  Indemnification of Directors and Officers
  
  Nevada corporation law provides that:
  
  1. a corporation may 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, except an
  action by or in the right of the corporation, by reason of the fact that he 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, judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him in connection
  with the action, suit or proceeding if he acted in good faith and in a manner
  which he 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 no
  reasonable cause to believe his conduct was unlawful;
  
                                         17
  2. a corporation may 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 he 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 amounts paid in
  settlement and attorneys' fees actually and reasonably incurred by him in
  connection with the defense or settlement of the action or suit if he acted in
  good faith and in a manner which he reasonably believed to be in or not opposed
  to the best interests of the corporation. Indemnification may not be made for
  any claim, issue or matter as to which such a person has been adjudged by a
  court of competent jurisdiction, after exhaustion of all appeals therefrom, to
  be liable to the corporation or for amounts paid in settlement to the
  corporation, unless and only to the extent that the court in which the action or
  suit was brought or other court of competent jurisdiction determines upon
  application that in view of all the circumstances of the case, the person is
  fairly and reasonably entitled to indemnity for such expenses as the court deems
  proper; and
  
  3. to the extent that a director, officer, employee or agent of a corporation
  has been successful on the merits or otherwise in defense of any action, suit or
  proceeding, or in defense of any claim, issue or matter therein, the corporation
  shall indemnify him against expenses, including attorneys' fees, actually and
  reasonably incurred by him in connection with the defense.
  
  We may make any discretionary indemnification only as authorized in the specific
  case upon a determination that indemnification of the director, officer,
  employee or agent is proper in the circumstances.
  
  The determination must be made:
  
  - by our stockholders, or;
  
  - by our board of directors by majority vote of a quorum consisting of directors
  who were not parties to the action, suit or proceeding; - if a majority vote of
  a quorum consisting of directors who were not parties to the action, suit or
  proceeding so orders, by independent legal counsel in a written opinion; - if a
  quorum consisting of directors who were not parties to the action, suit or
  proceeding cannot be obtained, by independent legal counsel in a written
  opinion; or - by court order.
  
           Our Articles of Incorporation provide for indemnification of agents of
  the Company through bylaw provisions, agreements with such agents or other
  persons, vote of stockholders or disinterested directors or otherwise, in excess
  of the indemnification and advancement otherwise permitted under, and subject
  only to the limits imposed by, Nevada law. Our Articles of Incorporation further
  provide that we may purchase and maintain insurance against any liability
  asserted against an indemnified party.
  
           However, insofar as indemnification for liabilities arising under the
  Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
  directors, officers and controlling persons of the Company pursuant to the
  foregoing provisions, or otherwise, the Company 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 and is, therefore,
  unenforceable. In the event that a claim for indemnification against such
  liabilities (other than the payment by the Company of expenses incurred or paid
  by a director, officer or controlling person of the Company 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
  Company will, unless in the 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 and will be governed by the final adjudication
  of such issue.
  
  Item 7.  Exemption from Registration Claimed
  
  Not applicable.
  
                                         18
  Item 8.  Exhibits
  
  The following exhibits are filed as part of this Registration Statement:
  
  Exhibit No.                Description
  
  4.1       2002 Stock Incentive Plan (incorporated by reference to Exhibit 4.2 to
            the Form SB-2, filed on February 2, 2004)
  4.2       2003 Stock Incentive Plan (incorporated by reference to Exhibit 4.3 to
            the Form SB-2, filed on February 2, 2004)
  4.3       Amended and Restated Articles of Incorporation (incorporated by
            reference to Exhibit 3.1 to the Form SB-2, filed on February 2, 2004)
  4.4       By-Laws (incorporated by reference to Exhibit 3.2 to Form SB-2, filed
            on February 2, 2004)
  5.1       Opinion of Bondy & Schloss LLP
  23.1      Consent of Aronson & Company
  23.2      Consent of Bondy & Schloss LLP (contained in Exhibit 5.1)
  24.1      Power of Attorney (reference is made to the signature page)
  
  Item 9.  Undertakings
  
  The undersigned registrant hereby undertakes:
  
  (1) To file, during any period in which offers or sales are being made, a
  post-effective amendment to the registration statement:
  
  (i)  To include any prospectus required by Section 10(a)(3) of the Securities
  Act;
  
  (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 SEC 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; and
  
  (iii) To include any material information with respect to the plan of
  distribution not disclosed previously in the registration statement or any
  material change to such information in the registration statement; provided,
  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the SEC
  by the registrant pursuant to Sections 13 or 15(d) of the Exchange Act that are
  incorporated by reference in the registration statement.
  
  (2) That, for the purpose of determining any liability under the Securities Act,
  each such post-effective amendment 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.
  
  (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.
  
                                         19
  SIGNATURES
  
  Pursuant to the requirements of the Securities Act of 1933, the Registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on a Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Rockville, State of Maryland, on May 24, 2005.
  
                                  POWER OF ATTORNEY
  
  KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose signature
  appears below constitutes and appoints Malcolm H. Philips Jr., as such person's
  true and lawful attorney-in-fact and agent, with full powers of substitution and
  re-substitution, for such person in name, place and stead, to sign in any and
  all amendments (including post-effective amendments) to this Registration
  Statement on Form S-8, in any and all capacities, and to file the same, with all
  exhibits thereto and all other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto such 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, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that such
  attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
  
  Pursuant to the requirements of the Securities Act of 1933, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates stated.
  NAME                              TITLE                                                   DATE
  -----------------------           ----------------------------------------------------    ----
  /s/ Malcolm H. Philips            CEO/President/Chairman of the Board of Directors        May 24, 2005
  ------------------------
  Malcolm H. Philips Jr
  
  /s/ Timothy Shriver               Sr. Vice President of Technical Operations/Director     May 24, 2005
  ------------------------
  Timothy Shriver
  
  /s/ George Dials                  Director                                                May 24, 2005
  ------------------------
  George Dials
  
  /s/ Dr. BD Liaw                   Director                                                May 24, 2005
  ------------------------
  Dr. BD Liaw
  
  /s/ John A. Knubel                Director                                                May 24, 2005
  ------------------------
  John A. Knubel
  20