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

                               FORM 10-QSB/A


(X)     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
        THE SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 2000

( )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
        THE EXCHANGE ACT For the transition period from _________ to _________.

                            Commission File Number
                                   0-9735

                              CDX CORPORATION
          (Exact name of registrant as specified in its charter)

 COLORADO                                        84-0771180
(State of Incorporation)                     (I.R.S. Employer
                                            Identification Number)

One Richmond Square
Providence, RI                                      02916
(Address of principal                             (Zip Code)
executive offices)
                             (401) 274-1444
          (Registrant's telephone number, including area code)

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 ninety days.

                               YES  (X)    NO   ( )

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

CLASS                         SHARES OUTSTANDING AT NOVEMBER 21, 2000

Common, $.01 par value        4,887,927


                                       1
<PAGE>


CDX CORPORATION
FORM 10-QSB QUARTERLY REPORT

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statement:

        Condensed Balance Sheets as of September 30, 2000. . . . . . . . . . . 3

        Condensed Statements of Operations - Three months ended September 30,
        1998 and September 30, 1997  . . . . . . . . . . . . . . . . . . . . . 4

        Notes to Condensed Financial Statements  . . . . . . . . . . . . . . . 7

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . -

        Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . 16


                                       2
<PAGE>


                 CDX CORPORATION CONDENSED BALANCE SHEETS


                                CDX CORPORATION
                                 BALANCE SHEET
                                  (UNAUDITED)
                               SEPTEMBER 30, 2000



ASSETS


Current assets:
  Cash                                                          $    6,353
  Accounts receivable - trade (net of allowance for
      doubtful accounts of $1,261 in 2000)                          27,574
  Inventory                                                         29,412
                                                                   -------
      Total current assets                                          63,339


Property and equipment - net of accumulated depreciation             7,865

Other assets:
  Invention rights and deferred product development costs
  (less accumulated amortization of $499,794  in 2000)              31,330
                                                                   -------
TOTAL ASSETS                                                    $  102,534
                                                                   =======



LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
  Current portion of long-term debt                             $   13,700
  Accounts payable - trade                                          18,613
  Accounts payable - shareholder                                   238,317
  Accrued interest payable                                         120,553
  Accrued expenses                                                   6,144
                                                                   -------
      Total current liabilities                                    397,327
                                                                   -------
Other liabilities:
  Notes payable - officers, net                                    209,404
  Notes payable                                                     50,000
                                                                   -------
      Total other liabilities                                      259,404
                                                                   -------
Stockholders' deficiency:
  Common stock, $.01 par value; 10,000,000 shares authorized,
      4,888,093 shares issued                                       48,881
  Capital surplus.                                               4,771,798
  Deficit.                                                      (5,374,876)
  Less:  treasury stock, 166 shares, no assigned value                   -
                                                                 ---------
         Total stockholders' deficiency                           (554,197)
                                                                 ---------
      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY          $    102,534
                                                                 =========


SEE NOTES TO FINANCIAL STATEMENTS


                                       3
<PAGE>



                              CDX CORPORATION

           STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
            THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                (Unaudited)
<TABLE>
<CAPTION>

                                                                                        Shares
                                              Shares           Capital     Accumulated  Treasury
                                   Outstanding     Par Value   Surplus     Deficit      Stock     Total

<S>                                <C>             <C>         <C>         <C>          <C>       <C>


Balance, June 30, 1999             4,888,093       $48,881     $4,771,798  $(5,342,385)    166   $(521,706)

  Net Profit                                                                     5,688               5,688
                                   ---------       -------     ----------  -----------    -----  ---------
Balance September 30, 1999         4,888,093       $48,881     $4,771,798  $(5,336,697)    166   $(516,018)
                                   =========       =======     ==========  ===========    =====  =========


Balance, June 30, 2000             4,888,093       $48,881     $4,771,798  $(5,368,741)    166   $(548,062)

  Net Loss                                                                      (6,135)             (6,135)
                                   ---------       -------     ----------  -----------    -----  ---------
Balance September 30, 2000         4,888,093       $48,881     $4,771,798  $(5,374,876)    166   $(554,197)
                                   =========       =======     ==========  ===========    =====  =========

</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS


                                       4
<PAGE>



                               CDX CORPORATION
                           STATEMENTS OF OPERATIONS
                                 (UNAUDITED)
               THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999



                                                     2000         1999

Revenues:
  Net sales and other revenues                   $  48,773      $ 59,105

Operating costs and expenses:
  Cost of sales                                     21,648        22,903
  Selling & administrative expenses                 27,203        30,514
                                                    ------        ------
      Total operating costs and expenses            48,851        53,417
                                                    ------        ------
Operating income (loss)                                (78)        5,688

Other expense:
  Interest expense.                                 (6,057)            0
                                                    ------        ------
Net other expense                                   (6,057)            0
                                                    ------        ------
Net income (loss)                                $  (6,135)     $  5,688
                                                    ======        ======

Net income (loss) per common share               $   (.001)     $   .001
                                                    ======        ======
Weighted-average number of common
shares outstanding                               4,887,927     4,887,927
                                                 =========     =========


SEE NOTES TO FINANCIAL STATEMENTS.



                                       5
<PAGE>



                               CDX CORPORATION
                          STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)
                THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
<TABLE>
<CAPTION>


                                                              2000              1999
<S>                                                        <C>              <C>

Cash was provided by (used for):
  Operating activities:
    Net loss                                               $ (6,135)        $   5,688
    Items in net loss not affecting cash:
      Depreciation and amortization                           3,977                 0
    Increase (decrease) in cash from changes
    in assets and liabilities:
      Accounts receivable                                    (5,085)            2,311
      Inventory                                             (11,659)          (10,166)
      Other assets                                                0             1,000
      Accounts payable - trade                               (8,999)          (15,574)
      Other current liabilities                               5,620             5,128
                                                             -------           -------
      Total cash used for operating activities              (22,281)          (11,613)

Investing activities:
  Purchase of property and equipment                              0              (164)
                                                             -------           -------
      Total cash used for investing activities                    0              (164)

Financing activities:
  Lease proceeds                                                  0             5,589
  Proceeds from notes payable - officers                     10,000                 0
  Payments on notes payable - officers                       (3,500)           (4,484)
                                                             -------           -------
    Total cash provided by financing activities               6,500             1,105

Decrease in cash during the period                          (15,781)          (10,672)

Cash balance, beginning of the period                        22,134            10,259
                                                             -------           -------
Cash balance, end of the period                            $  6,353         $    (413)
                                                             =======           =======

Supplemental disclosures of cash flow information:
  Cash paid during the three months for interest           $      0         $       0
                                                             =======           =======
</TABLE>



SEE NOTES TO FINANCIAL STATEMENTS.


                                       6
<PAGE>




                                CDX CORPORATION
                        NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)
                THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Background

     CDX Corporation  (the Company) was  incorporated in June, 1978 to engage in
the manufacture and sale of computerized  pulmonary diagnostic equipment used in
the  medical  profession.  This  equipment  tests  for  indications  of  lung or
congestive heart disease.  The Company also manufactures and sells other medical
and sanitization equipment.

     Invention Rights

     In July of 1997, an updated  version of the  Spirosource,  a  technological
enhancement to its computerized pulmonary diagnostic equipment, became available
for sale to the public. For financial accounting purposes, this product has been
recorded at cost,  amortized on a straight-line  basis over an estimated  useful
life of five years. The Three-Liter  Calibration  Syringe was also developed and
made available for sale to the public during the year. It has also been recorded
at cost and amortized on a straight-line  basis over an estimated useful life of
five years.

     Revenue Recognition

     Revenue is recognized upon the invoicing and shipping of equipment.


     Cash and Cash Equivalents

     The  Company  considers  all highly  liquid  investments  purchased  with a
maturity of three months or less to be cash equivalents.

     At September 30, 2000,  the carrying  amount of the Company's  deposits was
$6,053 and the bank  balance  was  $9,005,  of which all was  covered by federal
depository insurance.

     At September 30, 2000,  the carrying  value of deposits of $6,053 and petty
cash funds relate to the Balance Sheet as follows:

Cash deposits                $6,053
Add:  petty cash                300
                             ------
Cash                         $6,353


      Accounts Receivable

     An allowance  for doubtful  accounts  receivable  is provided  equal to the
estimated  collection  losses  that  will  be  incurred  in  collection  of  all
receivables.  Estimated  losses are based on  historical  collection  experience
coupled  with  review of the  current  status of the  existing  receivables  and
amounted to $1,261 at September 30, 2000. The Company grants credit to customers
who are located throughout the United States.



(CONTINUED)


                                       7
<PAGE>

                               CDX CORPORATION
                        NOTES TO FINANCIAL STATEMENTS
                                 (UNAUDITED)
               THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Inventories

     Inventories  are valued at the lower of cost or market using the  first-in,
first-out method.

     Property and Equipment

     Property and equipment are recorded at cost.  Depreciation and amortization
are recorded using the straight line and double  declining  balance methods over
the estimated useful lives of the assets.

     The estimated useful lives of property and equipment are as follows:

        Office furniture                7 years
        Office equipment                5 years
        Production equipment            5 years
        Computer equipment              5 years
        Leasehold improvements          31.5 years


     Income Taxes

     Effective  July  1,  1993,  the  Company  adopted  Statement  of  Financial
Accounting  No.  109,  "Accounting  for  Income  Taxes"  (FAS  109).  Under  the
provisions of FAS 109, an entity recognizes  deferred tax assets and liabilities
for the future tax  consequences of events that have been previously  recognized
in the  Company's  financial  statements  or tax  returns.  The  measurement  of
deferred tax assets and  liabilities  is based on  provisions of the enacted tax
law; the effects of future changes in tax laws or rates are not anticipated. The
adoption  of  FAS  109  did  not  have  an  effect  on the  Company's  financial
statements, nor have any prior year financial statements been restated.

     Per Share Data

     Loss per common share was computed by dividing the net loss by the weighted
average  number  of  shares  of  common  stock   outstanding  and  common  stock
equivalents (unless antidilutive) during the periods.

     The weighted average number of shares of common stock were 4,887,927 shares
at September 30, 2000.

     Use of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.



(CONTINUED)



                                       8
<PAGE>

                               CDX CORPORATION
                       NOTES TO FINANCIAL STATEMENTS
                                (UNAUDITED)
                THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Unaudited Condensed Financial Statements

     In the opinion of management,  the unaudited  financial  statements contain
all adjustments  (consisting of normal accruals) necessary to present fairly the
financial  position of September  30, 2000,  the results of  operations  for the
three months ended  September 30, 2000 and 1999 and the cash flows for the three
months ended  September 30, 2000 and 1999.  These  statements  should be read in
conjunction with the audited financial  statements and notes thereto included in
the  Company's  Annual Report on Form 10-K for the years ended June 30, 2000 and
1999.


2.   INVENTORY

     Inventory consisted of the following at September 30,2000:

        Finished goods                            $29,412
                                                  -------
          Total                                   $29,412
                                                  =======


3.   PROPERTY AND EQUIPMENT

     Property and equipment consists of the following at September 30,2000:

                                                    2000
                                                  -------
        Office equipment and furniture          $  66,795
        Production equipment                       35,257
        Computer equipment                         72,242
        Leasehold improvements                     16,256
                                                  -------
          Total                                   190,550

        Less: accumulated depreciation           (182,685)
                                                  -------
              Net property and equipment        $   7,865
                                                  =======

     Depreciation expense for the three months ended September 30, 2000 and 1999
was $0.


4.   INCOME TAXES

     Due primarily to the utilization of net operating loss  carryforwards,  the
Company has no provisions for income taxes for 2000.


(CONTINUED)



                                       9
<PAGE>

                                 CDX CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                                 (UNAUDITED)
                 THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


4.   INCOME TAXES (Continued)

     Deferred income taxes reflect the net tax effects of temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes  and the  amounts  used for  income tax  purposes.  The  Company's  net
deferred tax asset  balances are primarily  attributable  to net operating  loss
carryforwards and tax credits.  At September 30, 2000 the Company's deferred tax
assets consisted of the following:
                                                                2000

        Deferred tax assets                                  $593,480
        Valuation allowance                                  (593,480)
                                                             --------
Net deferred tax assets recognized on
the accompanying balance sheets                              $      0
                                                             ========

The components of the income tax provision (benefit) consisted of the
following for the three months ended September 30, 2000:

                                                                2000

Current                                                      $      0
Deferred - using a blended federal and state rate of 24%       (6,300)
Tentative tax provision (benefit)                              (6,300)
Expiration of net operating loss carryforwards                348,000
Change in valuation allowance                                (348,000)
                                                              -------
          Net income tax provision (benefit)                 $      0
                                                              =======
        The Company has a net operating and economic loss carryforward of
approximately $2,470,000 available to offset future federal and state taxable
income through 2018 as follows:

                                             2001            $348,000
                                             2002             142,500
                                             2005              95,500
                                             2006             349,000
                                             2007             334,500
                                             2008             207,000
                                             2009             253,000
                                             2012              71,500
                                             2013             205,000
                                             2014             121,000
                                             2018              12,949


     The Company has approximately  $15,777 of research and development  credits
that will expire in year 2002.

     If certain  substantial  changes in the Company's  ownership  should occur,
there would be a limitation on the amount of net operating  loss and  investment
tax credit carryforwards, which could be utilized.

(CONTINUED)



                                       10
<PAGE>


                                 CDX CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)
                  THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


5.      NOTES PAYABLE - OFFICERS

     During 1993,  an officer of the Company  loaned the Company  $80,000,  with
interest  to be paid at 8%.  Notes are  payable in 60 monthly  installments.  No
payments are expected during the next fiscal year per a forbearance agreement on
December 2, 1996.

     During 1995,  an officer of the Company  loaned the Company  $15,000,  with
interest  to be paid at 8%.  Note is  payable  in 60  monthly  installments.  No
payments are expected during the next fiscal year.

     During  1996,  officers of the  Company  loaned the  Company  $22,500  with
interest  to be  paid  at 9%.  Principal  and  interest  payments  are due in 24
successive monthly payments.

     During 1997, an officer of the Company loaned the Company $75,000, with
interest to be paid at 9%. Principal and interest payment is due in 30 days.
Another officer of the Company loaned the Company $15,000 with interest to be
paid at 13.99.  Principal and interest payments are due in 48 successive monthly
payments.

     During 1998, an officer of the Company loaned the Company $20,000 with
interest to be paid at 8%.  There are no formal repayment terms.

     During 2000, an officer of the Company loaned the Company $10,000 with
interest to be paid at 9.5%.  Principal and interest is due in ninety days.

     Future maturities of long-term debt are as follows:

        September 30                                 Amount
        ------------                               ---------
        2001                                       $  13,700
        2002 and thereafter                          209,404
                                                   ---------
          Total                                    $ 223,104
                                                   =========


6.   NOTES PAYABLE

     At September 30, 2000 notes payable consisted of the following:

Note payable to a related party dated January 31, 1995.
Note was payable in five years with interest payable at 10%.
Interest was to accrue only in the years that the Company
was profitable.                                                  $25,000

Note payable to a related party dated January 10, 1993.
Note was payable in 60 monthly installments commencing
on March 1, 1994.  Interest is payable at 6%.                     25,000
                                                                 -------
     Total                                                       $50,000
                                                                 =======



(CONTINUED)



                                       11
<PAGE>

                                CDX CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)
                 THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


7.   STOCK OPTION PLANS

     In November  1987,  the Directors of the Company  approved a Non- Qualified
Stock Option Plan for  employees,  consultants  and  directors.  The Company has
reserved  60,000  unregistered  shares of its common stock for use in this plan.
During 1992,  the Board of Directors  reserved  another  1,440,000  unregistered
shares of its common stock for use in this plan. In addition,  during 1993,  the
Company  granted one of its  directors  options  for 250,000  shares at $.10 per
share.  In 1995 the  Company  granted to an  officer of the  Company a five year
option to purchase 15,000 shares at $.25 per share. In 1996, the Company granted
to officers of the Company five year options to purchase 22,500 shares at $.25 a
share.

     In 1994, the Company  granted to a related party options for 100,000 shares
at $.25 per share.

     In addition,  in 1992, the Company  issued 600,000  warrants for its common
stock with an exercise price of $.02 to certain of its officers and  consultants
in return for forbearance and modification of certain notes and accounts payable
and services.  The warrant expires December 31, 1998. Further,  during 1995, the
Company  issued  75,000  warrants for its common stock to an unrelated  party in
connection  with a loan. The warrants are divided  equally into three classes of
25,000 each designated A, B, and C with exercise prices of $.25, $.375 and $.50,
respectively,  all of which  were to expire in  February  of 1998 and which have
been  extended  and  amended to expire in  February  of 2001.  The  Company  has
reserved 675,000 of its authorized common stock in connection with its warrants.
In December 1998,  the Company  extended the expiration of all its unexpired and
outstanding warrants and options to December 31, 2001.

     In December 1996, the Directors of the Company issued  1,300,000  shares of
its authorized common stock at $.01 par per share to officers of the Company and
a related party for services.

     1987 Plan

     A summary of option  transactions for the 1987 Plan during the three months
ended September 30, 2000 is shown below:

                                                Number of       Weighted-average
                                                Shares          Exercise Price

     Outstanding at June 30, 2000                387,500              $0.18
     Granted                                           0
     Exercised                                         0
     Forfeited                                         0
     Expired                                           0
     Outstanding at September 30, 2000           387,500              $0.18

Available for issuance at September 30, 2000   1,112,500

     A summary of options outstanding as of September 30, 2000 is shown
below:

                                                Exercise        Number of Shares
                                                Price           Outstanding
                                                --------        ---------------
                                                   $0.18            387,500




(CONTINUED)


                                       12
<PAGE>


                                 CDX CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)
                 THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


7.   STOCK OPTION PLANS (Continued)

     1992 Plan

     A summary of option  transactions for the 1992 Plan during the three months
ended September 30, 2000 is shown below:

                                                Number of       Weighted-average
                                                Shares          Exercise Price

        Outstanding at June 30, 2000            600,000               $0.02
        Granted                                       0
        Exercised                                     0
        Forfeited                                     0
        Expired                                       0
        Outstanding at September 30, 2000       600,000               $0.02

Available for issuance at September 30, 2000          0

     A summary of options outstanding as of September 30, 2000 is shown below:

                                                Exercise        Number of Shares
                                                Price           Outstanding

                                                  $0.02            600,000


      1995 Plan

     A summary of option  transactions for the 1995 Plan during the three months
ended September 30, 2000 is shown below:

                                                Number of       Weighted-average
                                                Shares          Exercise Price

        Outstanding at June 30, 2000             75,000               $0.33
        Granted                                       0
        Exercised                                     0
        Forfeited                                     0
        Expired                                       0
        Outstanding at September 30, 2000        75,000               $0.33

Available for issuance at September 30, 2000          0

     A summary of options outstanding as of September 30, 2000 is shown below:

                                                Exercise        Number of Shares
                                                Price           Outstanding

                                                  $0.33              75,000


(CONTINUED)



                                       13
<PAGE>


                                 CDX CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)
                THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


8.   LEASE AGREEMENT - RELATED PARTY

     In October,  1998,  the Company  entered into an informal  agreement with a
related party for rental of facilities in Providence,  Rhode Island with monthly
rental payments of $750. On November 1, 1999, the related party agreed to reduce
base monthly rental to $500.

     Rent expense charged to operations is as follows:

     Three months ended
     September 30,                          Rent expense
     ------------------                     ------------
              1999                              $2,250
              2000                              $1,000

9.   SEGMENT INFORMATION

     Industry Segments

     For the three months ended  September  30, 2000,  approximately  85% of the
Company's  business  consist  of  sales  of  computerized  pulmonary  diagnostic
equipment and supplies.  The rest of the Company's business consists of sales of
infection and biohazard  control products and repair services.  The Company does
not operate in other industry segments. The Company has no foreign operations.

     For the three months ended  September  30, 1999,  approximately  87% of the
Company's  business  consist  of  sales  of  computerized  pulmonary  diagnostic
equipment and supplies.  The rest of the Company's business consists of sales of
infection and biohazard  control products and repair services.  The Company does
not operate in other industry segments. The Company has no foreign operations.


10.  SUPPLEMENTARY INCOME STATEMENT INFORMATION

     For the three months ended September 30, the following supplemental expense
information is presented for analysis.
                                               2000            1999
                                              ------          ------
        Advertising                           $4,711          $5,178
        Repairs and maintenance                  317
        Sales and property taxes                 477



11.  FINANCIAL INSTRUMENTS

     The Company is engaged primarily in the distribution of specialized medical
equipment in North America.  The Company performs ongoing credit  evaluations of
its customers'  financial condition and, generally,  requires no collateral from
its customers.


(CONTINUED)



                                       14
<PAGE>

                                 CDX CORPORATION
                        NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)
                 THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999


11.  FINANCIAL INSTRUMENTS (Continued)

     Financial   instruments   that   potentially   subject   the   Company   to
concentrations of credit risk consist principally of trade accounts  receivable.
Concentrations  of credit risk with respect to trade receivables are limited due
to the number of customers  comprising  the customer  base and their  dispersion
across geographic areas.

     The  carrying  amounts  reflected  in the balance  sheet for cash and notes
payable  approximate the respective  fair values due to the short  maturities of
those instruments.


12.  FUTURE OPERATIONS

     The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles,  which contemplate continuation of the
Company as a going  concern.  However,  the  Company  suffered  losses of $6,135
during the three months ended September 30, 2000. In addition, the Company has a
net stockholders' deficiency of $5,374,876 at September 30, 2000.

     Management  continues  to  look  for  opportunities  in  manufacturing  new
products  in the  medical  field.  Management  is also  seeking  to  merge  with
companies  with products  and/or  services  compatible  with the Company's  core
business (see Note 13).

     The Company is in the process of developing new and innovative products for
the  physician's   marketplace.   Management   plans  to  develop  upgrades  and
improvements to existing  products  utilizing state of the art technology and to
remarket these products to its substantial existing client base.


13.  SUBSEQUENT EVENTS

     On October 19, 2000 a letter of intent was entered  into  between a Florida
corporation and CDX Corporation whereas the Florida corporation will acquire all
of the shares of the  capital  stock owned and  controlled  by CDX for an amount
based on the  terms  and  conditions  set  forth in the  letter  of  intent.  In
addition,  the Florida  corporation  will pay all other additional costs such as
legal, accounting, public relations required to conclude this transaction.



(CONCLUDED)



                                       15
<PAGE>

PART II

OTHER INFORMATION

Item 1  LEGAL PROCEEDINGS -

          Neither the Registrant  nor any of its affiliates are a party,  nor is
     any of their property  subject,  to material  pending legal  proceedings or
     material proceedings known to be contemplated by governmental authorities.

ITEM 2  CHANGES IN SECURITIES -

None

ITEM 3  DEFAULTS UPON SENIOR SECURITIES -

None

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -

None

ITEM 5  OTHER INFORMATION -

None

ITEM 6  EXHIBIT AND REPORTS ON FORM 8-K -

A. Exhibits

None

B. Reports on Form 8-K

None

ADDITIONAL EXHIBITS -

          The Exhibits required to be furnished are either not applicable or the
     information can be clearly determined from the filed material.


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 thereunto duly authorized.


                                                            CDX Corporation

/s/ Michael L. Schein

___________________________________
Michael L. Schein, President and Secretary

/s/ Harold I. Schein

___________________________________
Harold I. Schein, Chairman of the Board
and Treasurer

Date:  November 21, 2000