EXHIBIT 31

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                   AND CHIEF ACCOUNTING AND FINANCIAL OFFICER
                         PURSUANT TO SECTION 302 OF THE
                           SARBANES-OXLEY ACT OF 2002


I, Malcolm H. Philips, certify that:


1. I have reviewed this annual report on Form 10-KSB of CDEX Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)) and internal
controls over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the small business issuer and have:

a. designed such disclosure controls and procedures to ensure that material
information relating to the small business issuer, including its consolidated
subsidiaries, is made known to me by others within those entities, particularly
during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such
internal controls over financial reporting to be designed under my supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

c. evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this annual report my conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal year that has materially affected, or is reasonably
likely to affect, the small business issuer's internal control over financial
reporting;

5. I have disclosed, based on my most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of small business issuer's board of directors (or persons performing
the equivalent functions):

a. all significant deficiencies and material weaknesses in the design or
operation of internal controls which are reasonably likely to adversely affect
the small business issuer's ability to record, process, summarize and report
financial information; and

b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.


Dated: January 28, 2005                  /s/ Malcolm H. Philips
                                         -----------------------
                                         Malcolm H. Philips
                                         President, Chairman, Chief Executive
                                         Officer, and Chief Accounting and
                                         Financial Officer