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

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 3, 2012
 
CDEX INC.
(Exact name of registrant as specified in its charter)

Nevada
000-49845
52-2336836
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

4555 South Palo Verde, Suite 123
 
Tucson, Arizona
85714
(Address of principal executive offices)
(Zip Code)

(520) 745-5172
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 

 
 
ITEM 2.04                 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.

 
On February 3, 2012, CDEX, Inc. (“CDEX”, or the “Company”) received two Notices of Default for the non-payment of principal and interest from noteholders of CDEX 10% convertible notes due February 1, 2012, with a January 31, 2011 total principal and interest balance of approximately $48,277.

These default notices could trigger cross defaults on other obligations also causing them to accelerate.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
CDEX INC.
 
     
Date: February 8, 2012
  By: 
/s/ Stephen McCommon
 
   
Stephen McCommon, CFO