SEC Complaint Center,
450 Fifth Street, NW,
Washington, D.C. 20549-0213.
December 9, 2004
Re: CDEX-Inc
Dear Sirs,
On February 2, 2004, CDEX has filed a Form SB-2 with the Securities and Exchange Commission, amended on May 5, 2004, June 21, 2004, August 4, 2004, September 20, 2004, October 22, 2004 and November 12, 2004. The filing has been declared effective by the Securities and Exchange Commission on November 29, 2004.
In the Form SB-2, CDEX states, among other things:
"No significant trading market for our common stock currently exists, although it has come to our attention that shares of our common stock have traded to a limited extent on the over-the-counter "gray market" and the pink sheets. The gray market is an unofficial market where shares are traded that are not available for trading on an official stock market or exchange. Brokers enter the gray market when they request a trading symbol from the NASD to effect an unsolicited trade of a specific block of securities on behalf of a client without actually listing the securities on the Pink Sheets. Similarly, a broker can request a trading symbol and listing on the Pink Sheets to effect an unsolicited trade of a specific block of securities on behalf of a client by contacting Pink Sheets LLC. Because these trades are unsolicited, the brokers are able to obtain symbols and initiate quotes without the filing of a Form 211, which would normally be required for listing on the Pink Sheets. The brokers are expected to discontinue trading under the symbol after selling the securities for which it is obtained, but they frequently do not do so. Trading in our shares in this market has occurred without any instigation or involvement of our management, and we do not encourage or sanction it. We did not choose the symbol under which these shares are traded nor do we intend to keep this symbol going forward. Prior to the date of this prospectus, CDEX was not a reporting company, and virtually no public information regarding our business, operations or financial condition was available other than preliminary versions of this prospectus and our registration statement of which this prospectus forms a part. The shares traded in this gray market are not being offered by CDEX or pursuant to any disclosure provided by us. We anticipate that our Class A Common Stock will be traded on the OTC Bulletin Board. We expect that a market maker will apply for quotation on the OTC Bulletin Board on our behalf prior to the effective date of the offering. However, we cannot guarantee that such application will be granted or that a trading market in our common stock will develop."
CDEX acknowledges that shares of its common stock have been traded to a limited extent on the Grey Market and the Pink Sheet. At the same time, CDEX denies any involvement in the choosing of the trading ticker/symbol, and states that it does not intend to keep this trading ticker/symbol going forward. Furthermore, CDEX states that it anticipates its securities to be traded on the OTC Bulletin Board.
On November 29, 2004, the same day the SB-2 filing has been declared effective, six of the Directors of CDEX have filed forms 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES. Under Item 3 of the aforementioned forms, “3. Issuer Name and Ticker or Trading Symbol, the Directors state CDEX INC as the Issuer Name and [CEXI.PK] under Ticker or Trading Symbol.
As shown above, there is a clear conflict of official information that may cause unnecessary uncertainty regarding the truthfulness of the information that the Company is releasing to the general public and especially to the potential investors in the Company’s securities.
CDEX must be compelled to clarify the aforementioned issue and resolve the conflicting information that is disclosed to the Securities and Exchange Commission and the general public.
Thank you for your attention to this,
Liviu Morovan
AI
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