<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>v028635_8-k.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): November 6, 2005

                                   IPEX, Inc.
             (Exact name of registrant as specified in its charter)

           Nevada                   000-50774                 41-2052984
(State or Other Jurisdiction     (Commission File          (I.R.S. Employer
     of Incorporation)               Number)            Identification Number)

             9255 Towne Centre Drive, Suite 235, San Diego, CA 92121
               (Address of principal executive offices) (zip code)

                                 (858) 720-8000
              (Registrant's telephone number, including area code)

                                   Copies to:
                               Marc J. Ross, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|   Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


Item 1.01 Entry into a Material Definitive Agreement

      As  reported in Forms 8-K filed on July 6, 2005 and July 12,  2005,  IPEX,
Inc. (the "Company") entered into a purchase agreement, dated June 7, 2005, with
B Tech Ltd., Massimo Ballerini and Emanuele Boni (the "B Tech Agreement"). Under
the B Tech Agreement, the Company purchased certain intellectual property rights
including quadratic, circular transform algorithms, codes and formulas for image
enhancement,  compacting  and  content  protection  applications  (the  "B  Tech
Assets").  The  purchased  technology  and formulas  also include the concept of
"floating  pixels"  versus a frame by frame system and the  integration of sound
into a digital  image to stream  live  content  for  wireless  systems  based on
9,6Kbit/s and to be used on full display  screens at less than 64Kbit/s  (ISDN).
The purchase  price for the B Tech Assets  totals  $6,000,000  of the  Company's
common  stock,  with the number of shares of common  stock to be issued based on
the average of the closing bid and asked prices per share of the common stock as
quoted on the OTC  Bulletin  Board for the 20 trading  days prior to the closing
date.  The Company  was  required to issue such shares 90 days after the closing
date (the "Valuation Date").

      On November 6, 2005, the Company entered into a second  amendment to the B
Tech  Agreement  clarifying  the  calculation  of the number of shares of common
stock issuable under the B Tech Agreement.  As amended,  the number of shares of
common stock to be issued to the sellers was  determined by dividing  $6,000,000
by $3.23,  which equals the volume weighted average of the closing prices of the
Company's  common stock for the 20 trading days prior to the Valuation  Date. In
total, the Company issued 1,857,585 shares of common stock as consideration  for
the B Tech  Assets.  Such  shares were issued  pursuant  to the  exemption  from
registration  requirements provided by Regulation S, promulgated pursuant to the
Securities Act of 1933, as amended.

Item 3.02 Unregistered Sales of Equity Securities.

      See Item 1.01.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit
Number   Description
-------- -----------------------------------------------------------------------

4.1      Purchase Agreement, dated June 7, 2005, between IPEX, Inc., RGB Channel
         SRL, Massimo Ballerini,  B Tech Ltd. and Emanuele Boni (Incorporated by
         reference to Form 8-K filed with the Securities and Exchange Commission
         on July 6, 2005)

4.2      Amendment  No. 1 to Purchase  Agreement  entered  into on June 29, 2005
         among IPEX,  Inc., B Tech Ltd.,  Massimo  Ballerini  and Emanuele  Boni
         (Incorporated  by reference to Form 8-K filed with the  Securities  and
         Exchange Commission on July 12, 2005)

4.3      Amendment No. 3 to Purchase  Agreement entered into on November 6, 2005
         among IPEX, Inc., B Tech Ltd., Massimo Ballerini and Emanuele Boni

                                       1
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                        IPEX, Inc.


Dated: November 8, 2005                 By:  /s/ Gerald Beckwith
                                           -------------------------------------
                                        Name:    Gerald Beckwith
                                        Title:   Chief Executive Officer


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