UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                -----------------

                         FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                ------------------

                               CDX.COM INCORPORATED
              (Exact Name of Registrant as Specified in its Charter)

State of Colorado             355 Interstate Blvd,          84-0771180
                              Sarasota, FL  34240

(State or Other               (Address, including zip       (I.R.S. Employer
Jurisdiction of               code of principal             Identification
Incorporation or              executive office)             Number)
Organization)

                              CDX.com Incorporated
                                2000 Stock Plan
                            (Full title of the plan)

                                 MATTHEW A. VEAL
                              CDX.com Incorporated
                               355 Interstate Blvd
                               Sarasota, FL 34240
                                 (941) 923-1949
                       (Name, address, and telephone number,
                                of agent for service)
                                 ------------------

                         CALCULATION OF REGISTRATION FEE

Title of         Amount      Proposed Maximum  Proposed Maximum    Amount of
Securities to    to be       Offering Price    Aggregate Offering  Registration
be Registered    Registered  Per Share         Price
Fee

Common Stock     7,111,906   $0.08             $568,953            $142.24
                 shares

          Approximate  date of proposed  sales  pursuant to the plan: As
     soon as practicable after this Registration Statement becomes effective.



                                       1
<PAGE>


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------------------------------------------------

      The  following  documents  filed by the Company  with the  Commission  are
incorporated herein by reference:

(a)  The  Company's  Annual  Report on Form  10-KSB  for the year ended June 30,
     2000.

(b)  The  Company's  Quarterly  Report  on Form  10-QSB  for the  quarter  ended
     September 30, 2000.

(c)  The Company's Current Report on Form 8-K filed December 6, 2000.

(d)  The  description  of  securities  contained in the  Company's  registration
     statement under the Securities Exchange Act of 1934.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment that  indicates that all securities  offered have been
sold, or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such documents.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

      The  Company's  Articles  of  Incorporation  eliminate  liability  of  its
directors  and  officers  for  breaches of  fiduciary  duties as  directors  and
officers,  except to the  extent  otherwise  required  by the  Colorado  Revised
Statutes  and where  the  breach  involves  intentional  misconduct,  fraud or a
knowing violation of the law.

      The Colorado Revised Statutes contain  provisions for  indemnification  of
officers and directors of the Company and, in certain cases, employees and other
persons.  Each such person will be  indemnified in any proceeding if such person
acted in good faith and in a manner which such person reasonably  believed to be
in, or not opposed to, the best  interests of the Company,  and, with respect to
any  criminal  action or  proceeding,  had no cause to believe  his  conduct was
unlawful.  Indemnification  would cover  expenses,  including  attorneys'  fees,
judgments, fines and amounts paid or to be paid in settlement.



                                       2
<PAGE>

Item 8.  Exhibits.
-----------------

      5           Opinion re legality

      23.1        Consent of Independent Certified Public Accountants

      23.2        Consent of Legal Counsel (included as part of Exhibit 5)

Item 9.  Undertakings.
---------------------

A.    Undertakings Relating to Delayed or Continuous Offerings of
      Securities

      (1) The  undersigned  registrant  hereby  undertakes  to file,  during any
period in which  offers or sales are being made, a  post-effective  amendment to
this registration  statement to include any material information with respect to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement.

      (2) The undersigned  registrant hereby undertakes that, for the purpose of
determining   any  liability  under  the  Securities  Act  of  1933,  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)  The  undersigned   registrant   hereby   undertakes  to  remove  from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

B.    Undertaking Relating to the Incorporation of Certain Documents
      by Reference

      The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.    Undertaking Relating to the Incorporation of Annual Report to Stockholders

      The  undersigned  registrant  hereby  undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report to  security-holders  that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or


                                       3
<PAGE>


cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

D.    Undertaking Relating to Registration Statement on Form      S-8

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant 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 Act and will be governed by the final adjudication of
such issue.



                                       4
<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 Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, on January 12, 2001.

                                          CDX.COM INCORPORATED


                                          By:
                                             Howard Davidsmeyer, CEO


      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 indicated.

      SIGNATURE              TITLE                       DATE

/s/ Howard Davidsmeyer       Director, Chief             January 12, 2001
Howard Davidsmeyer           Executive Officer


/s/ Matthew A. Veal          Director, Chief Financial   January 12, 2001
Matthew A. Veal              and Accounting Officer




                                       5
<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number                              Title

   5                    Opinion re legality

  23.1                  Consent  of  Independent   Certified  Public
                        Accountants

  23.2                  Consent of Legal  Counsel  (included as part
                        of Exhibit 5)




                                       6
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "INITIAL STATEMENT", "secsgml_size_bytes": 10079}]
{"company-data": {"conformed-name": "CDX COM INC", "cik": "0000351129", "assigned-sic": "3845", "irs-number": "840771180", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53640", "film-number": "1507915"}, "business-address": {"street1": "ONE RICHMOND SQUARE", "street2": "NO 27", "city": "PROVIDENCE", "state": "RI", "zip": "02906", "phone": "4012741444"}, "mail-address": {"street1": "ONE RICHMOND SQUARE", "street2": "NO 27", "city": "PROVIDENCE", "state": "RI", "zip": "02906"}, "former-company": {"former-conformed-name": "CDX CORP", "date-changed": "19920703"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                -----------------

                         FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                ------------------

                               CDX.COM INCORPORATED
              (Exact Name of Registrant as Specified in its Charter)

State of Colorado             355 Interstate Blvd,          84-0771180
                              Sarasota, FL  34240

(State or Other               (Address, including zip       (I.R.S. Employer
Jurisdiction of               code of principal             Identification
Incorporation or              executive office)             Number)
Organization)

                              CDX.com Incorporated
                                2000 Stock Plan
                            (Full title of the plan)

                                 MATTHEW A. VEAL
                              CDX.com Incorporated
                               355 Interstate Blvd
                               Sarasota, FL 34240
                                 (941) 923-1949
                       (Name, address, and telephone number,
                                of agent for service)
                                 ------------------

                         CALCULATION OF REGISTRATION FEE

Title of         Amount      Proposed Maximum  Proposed Maximum    Amount of
Securities to    to be       Offering Price    Aggregate Offering  Registration
be Registered    Registered  Per Share         Price
Fee

Common Stock     7,111,906   $0.08             $568,953            $142.24
                 shares

          Approximate  date of proposed  sales  pursuant to the plan: As
     soon as practicable after this Registration Statement becomes effective.

                                       1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------------------------------------------------

      The  following  documents  filed by the Company  with the  Commission  are
incorporated herein by reference:

(a)  The  Company's  Annual  Report on Form  10-KSB  for the year ended June 30,
     2000.

(b)  The  Company's  Quarterly  Report  on Form  10-QSB  for the  quarter  ended
     September 30, 2000.

(c)  The Company's Current Report on Form 8-K filed December 6, 2000.

(d)  The  description  of  securities  contained in the  Company's  registration
     statement under the Securities Exchange Act of 1934.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment that  indicates that all securities  offered have been
sold, or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such documents.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

      The  Company's  Articles  of  Incorporation  eliminate  liability  of  its
directors  and  officers  for  breaches of  fiduciary  duties as  directors  and
officers,  except to the  extent  otherwise  required  by the  Colorado  Revised
Statutes  and where  the  breach  involves  intentional  misconduct,  fraud or a
knowing violation of the law.

      The Colorado Revised Statutes contain  provisions for  indemnification  of
officers and directors of the Company and, in certain cases, employees and other
persons.  Each such person will be  indemnified in any proceeding if such person
acted in good faith and in a manner which such person reasonably  believed to be
in, or not opposed to, the best  interests of the Company,  and, with respect to
any  criminal  action or  proceeding,  had no cause to believe  his  conduct was
unlawful.  Indemnification  would cover  expenses,  including  attorneys'  fees,
judgments, fines and amounts paid or to be paid in settlement.

                                       2
Item 8.  Exhibits.
-----------------

      5           Opinion re legality

      23.1        Consent of Independent Certified Public Accountants

      23.2        Consent of Legal Counsel (included as part of Exhibit 5)

Item 9.  Undertakings.
---------------------

A.    Undertakings Relating to Delayed or Continuous Offerings of
      Securities

      (1) The  undersigned  registrant  hereby  undertakes  to file,  during any
period in which  offers or sales are being made, a  post-effective  amendment to
this registration  statement to include any material information with respect to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement.

      (2) The undersigned  registrant hereby undertakes that, for the purpose of
determining   any  liability  under  the  Securities  Act  of  1933,  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)  The  undersigned   registrant   hereby   undertakes  to  remove  from
registration by means of a post-effective  amendment any of the securities being
registered which remain unsold at the termination of the offering.

B.    Undertaking Relating to the Incorporation of Certain Documents
      by Reference

      The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.    Undertaking Relating to the Incorporation of Annual Report to Stockholders

      The  undersigned  registrant  hereby  undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report to  security-holders  that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or

                                       3
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

D.    Undertaking Relating to Registration Statement on Form      S-8

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant 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 Act and will be governed by the final adjudication of
such issue.

                                       4
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 Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, on January 12, 2001.

                                          CDX.COM INCORPORATED

                                          By:
                                             Howard Davidsmeyer, CEO

      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 indicated.

      SIGNATURE              TITLE                       DATE

/s/ Howard Davidsmeyer       Director, Chief             January 12, 2001
Howard Davidsmeyer           Executive Officer

/s/ Matthew A. Veal          Director, Chief Financial   January 12, 2001
Matthew A. Veal              and Accounting Officer

                                       5
EXHIBIT INDEX

Exhibit
Number                              Title

   5                    Opinion re legality

  23.1                  Consent  of  Independent   Certified  Public
                        Accountants

  23.2                  Consent of Legal  Counsel  (included as part
                        of Exhibit 5)

                                       6