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Crow3   Thursday, 10/15/15 05:42:33 PM
Re: None
Post # of 45763 

The Company is filing under this item to update the shareholders and the public
as to the current financial conditions of CDEX Inc.
The Company filed a five day extension to file our 10-Q, stating that it lacked
the funds to complete the filing. To date, we have not received the necessary
funds to pay our accountants, attorneys, and other service providers to complete
the filing, and thus are unable to do so. Furthermore, we do not foresee funds
being provided or coming into the company to be able to file in the near future.

As stated in CDEX's prior filings, the company relies on various means of
funding, including but not limited to investments from accredited investors to
continue operations. The company has been aggressively seeking financing from
investment banking firms, financial institutions and high net worth individuals,
in various proposed deal structures. However, the company has not been
successful in its efforts to acquire the necessary funding to continue its
operations, and is currently insolvent.

In October of 2014, amid efforts to secure funds to continue operations through
other sources, Pemco LLC (one of CDEX's longest and largest investors) along
with Jeff Brumfield (CDEX's CEO) provided bridge financing to the company
pursuant to a Line of Credit Agreement upon which the Company has drawn
$470,000.00 in principal to date under Promissory Notes issued thereunder. The
terms of the Notes were better than those proposed by outside investment bankers
offering bridge financing, and the board determined that this offer was the
least burdensome, most favorable source of financing available to the
Company. The Notes were unanimously approved by the board of directors, and
were disclosed and filed in the Company's Current Report on Form 8-K on October
17, 2014, and in all of our subsequent Quarterly and Annual Reports on Forms
10-Q and 10-K and reflected in the financial statements therein. Under their
terms, the Notes were due within six months, and were secured by all of the
assets of the Company including the intellectual property.

Throughout the term of the Notes, CDEX continually sought financing to replace
or invest alongside the noteholders. On March 31, 2015, the Notes' maturity
date, the Company had not succeeded in securing funding and was unable to pay
the principal and interest then due. Following discussion with Pemco LLC, both
of the Notes were extended for an additional month. The Notes were subsequently
extended for each month thereafter until August 31, 2015 and then for an
additional five days to September 5, 2015. Through each of these extensions, the
creditors have granted the company forbearance of payment of principal and
interest. On October 2, 2015, Pemco LLC sent the Company a notice and demand
letter indicating that if the Company is unable to pay its note within ten days
of such notice, it will foreclose on the assets of the Company, which primarily
consist of intellectual property in the form of patents on our chemical
detection technology.

Due to CDEX's current financial condition, our general liability policy has
lapsed, and our directors and officers liability coverage will cease in force
after October 25th. We have been notified by our carrier, that unless we secure
enough funding for the upcoming year, it will not renew. Without funds, the
Company cannot continue, and without the necessary insurance, the board of
directors and officers will likely feel compelled to resign.

Both Pemco LLC and Mr. Brumfield have indicated that they are willing to sell
their Notes to potential investors who offer to purchase them, and management is
continuing its discussions with potential investors in an effort to secure
funding. However, given the demand from PEMCO LLC and the absence of any basis
for the Company to dispute the foreclosure, it is likely that the Company will
lose it assets.

Ole Crowe
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