Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - CDEX INC | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K /A
Amendment No.1
| x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the fiscal year ended October 31, 2011 | |
| o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the transition period from __________ to __________ |
Commission File Number 000-49845
CDEX INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 52-2336836 | |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4555 South Palo Verde Road, Suite 123
Tucson, Arizona, 85714
520-745-5172
(Address of principal executive offices and registrant's phone number)
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act:
Class A Common stock, $.005 par value per share.
(Title of Class)
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to pursuant to Item 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in a definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The aggregate market value of the Class A common stock held by non-affiliates was approximately $2,789,000 on April 30, 2011 (the last day of the registrant’s most recently completed second quarter) based on the last reported sale price of the registrant's Class A common stock on the Over-the-Counter Bulletin Board (OTCBB).
The number of Common Shares of the Registrant outstanding as of January 17, 2012 was 109,996,717.
DOCUMENTS INCORPORATED BY REFERENCE – None
Explanatory Note
The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended October 31, 2011, as filed with the Securities and Exchange Commission on January 30, 2011, is to resubmit the stripped XBRL Exhibits to the Form 10-K as required by Rule 405 of Regulation S-T. Exhibit 101 to this report, which was stripped out with the original filing of our Form 10-K, provides the following items from our Form 10-K formatted in Extensible Business Reporting Language (XBRL): (i) our unaudited Consolidated Statements of Income; (ii) our unaudited Consolidated Balance Sheets; (iii) our unaudited Consolidated Statements of Cash Flows; and (iv) the notes to our unaudited Consolidated Financial Statements.
Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. No other changes have been made to the Form 10-K other than those described above. This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(3) Exhibits
31.1 Certification of Chief Executive Officer (incorporated by reference to the comparable exhibit filed with the Registrant’s form 10-K filed with the SEC on January 30, 2011).
31.2 Certification of Chief Financial Officer (incorporated by reference to the comparable exhibit filed with the Registrant’s form 10-K filed with the SEC on January 30, 2011).
32.1 Section 1350 Certification of Chief Executive Officer (incorporated by reference to the comparable exhibit filed with the Registrant’s form 10-K filed with the SEC on January 30, 2011).
32.2 Section 1350 Certification of Chief Financial Officer (incorporated by reference to the comparable exhibit filed with the Registrant’s form 10-K filed with the SEC on January 30, 2011).
101.INS XBRL Instance Document (filed herewith)
101.SCH XBRL Schema Document (filed herewith)
101.CAL XBRL Calculation Linkbase Document (filed herewith)
101.DEF XBRL Definition Linkbase Document (filed herewith)
101.LAB XBRL Label Linkbase Document (filed herewith)
101.PRE XBRL Presentation Linkbase Document (filed herewith)
Signatures
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on January 31, 2012
CDEX Inc.
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/s/ Jeffrey K. Brumfield | |
| Jeffrey K. Brumfield | ||
| Chairman of the Board of Directors and | ||
| Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the dates indicated by the following persons on behalf of the registrant and in the capacities indicated,
| Signature | Title | Date | ||
| /s/ Jeffrey K. Brumfield |
Chief Executive Officer and Chairman of the
Board of Directors
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January 31, 2012
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| Jeffrey K. Brumfield | ||||
| /s/ Stephen A. McCommon |
Chief Financial Officer and
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January 31, 2012
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Stephen A. McCommon
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Vice President of Finance
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