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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  CENTREX, INC.
             (Exact name of registrant as specified in its charter)

       Oklahoma                     000-32021                    73-1554121
(State of incorporation)        (SEC File Number)          (IRS Employer ID No.)

                           8908 South Yale, Suite 409
                           Tulsa, Oklahoma 74137-3545
                                 (918) 491-7557
              (Address of Principal Executive Offices and Zip Code)

                        3,350,000 Shares of Common Stock
             Issued Pursuant to Employment and Consulting Agreements

                              Kaufman & Associates
                            One Main Plaza, Suite 210
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463
                     (Name and address of Agent for Service)
          (Telephone number, including area code, of Agent for Service)

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
                                Proposed Proposed
                                 Maximum Maximum

                                       Offering     Aggregate   Amount of
Title of securities   Amount to be     Price per    Offering    Registration
to be registered      registered       Share        Price       Fee
--------------------------------------------------------------------------------

Common Stock          2,250,000(1)     $0.001*      $2,250*     $0.63(2)
Common Stock          1,100,000(3)     $0.001       $1,100      $0.31
                      ---------                     ------      -----
                      3,350,000                     $3,350      $0.94
                      ---------                     ------      -----

(1)  2,250,000  shares are issued to Centrex  employees  pursuant to  Employment
     Agreements

(2)  Fees are calculated by multiplying the aggregate offering amount by .000264
     pursuant to Section 6(b) of the Securities Act.

(3)  1,100,000   shares  are  issued  to  Consultants   pursuant  to  Consulting
     Agreements

*    Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(h) under the  Securities Act of 1933, as amended.
     Pursuant  to Rule  457(h),  this  estimate  is  based  on par  value of the
     Registrant's common stock, $0.001 par value per share.





<PAGE>



                                     PART I.



INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The prospectus  (the "Resale  Prospectus")  may be used in connection  with
reoffers  and  resales of shares of Centrex  common  stock  issued  pursuant  to
compensation  prior  to the  date of this  Registration  Statement.  The  Resale
Prospectus is filed as part of this  Registration  Statement as required by Form
S-8.



                               REOFFER PROSPECTUS

                 3,350,000 Shares of Centrex, Inc. Common Stock

     The selling  shareholders  may sell up to 3,350,000  shares of common stock
from time to time. These selling shareholders may sell their shares:

         -On the National Quotation Bureau
         -To a broker-dealer, including a market maker, who purchases the shares
         for its own account -In private transactions or by gift

     The selling  shareholders  may also pledge  their shares from time to time,
and the lender may sell the shares upon foreclosure.

     The shares being offered by the selling  shareholders have been issued upon
the exercise of certain stock options or as compensation for consulting services
rendered not in connection with a capital fund raising transaction or to make or
maintain a market for Centrex's common stock.

     We will not receive any proceeds from the sale by the selling  shareholders
of their shares of common  stock.  We paid the cost of the  preparation  of this
prospectus and of registration, which is estimated at $250.

                        --------------------------------

     Investing in shares of our common stock involves a high degree of risk. You
should  purchase  the  shares  only  if you  can  afford  to  lose  your  entire
investment. See "Risk Factors," which begins on page 4.

                        --------------------------------

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved  these  securities or determined  whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                  The date of this prospectus is July 19, 2001




<PAGE>



                                TABLE OF CONTENTS

THE COMPANY........................................................4
RISK FACTORS.......................................................4
USE OF PROCEEDS....................................................4
SELLING SHAREHOLDERS...............................................4
PLAN OF DISTRIBUTION...............................................4
AVAILABLE INFORMATION..............................................4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE....................4
LEGAL MATTERS......................................................4
EXPERTS............................................................4




<PAGE>




                                   THE COMPANY

     We are a development stage company.  We own the exclusive worldwide license
to a technology  for detecting E. coli  bacteria in food and water.  We also own
the exclusive  worldwide  license to a technology for detecting  cryptosporidium
and other pathogens in water.

     The E. coli detection  system prototype is presently being developed at Los
Alamos  National  Laboratory  ("LANL").  The  prototype  should  be  capable  of
confirming  the presence of E. coli  bacteria  within  minutes as opposed to the
current  testing method that requires an average of 24 hours to obtain a result.
Development of a prototype cryptosporidium detection system has yet to begin.

     We have no operating history prior to October 6, 1998. Because our products
are presently being developed or are in the planning stage, we have no revenues.
Our development  activities to date have been funded primarily by loans from our
founding  shareholders.  We do not  anticipate  any  revenues  from  the sale of
products  until such  products  have been proven to be  commercially  viable and
appropriate government and industry approvals,  if required, have been obtained.
There is no assurance  that we will be  successful  in  developing  commercially
viable  products,  that such products  will obtain  appropriate  government  and
industry approvals,  or that such products will generate revenue and profits for
the Company.

     Our immediate objective is to develop and market a competitive product line
of E. coli  detection  systems for water  treatment  plants that are designed to
meet  current  testing  requirements  and produce  test results in less than one
minute  and at a lower  cost per test than the method  currently  used.  E. coli
contamination  of drinking  water and  surface  water is an  increasing  problem
worldwide.  Accurate and immediate testing for E. coli  contamination can reduce
the risk of illness and death.

     We acquired the exclusive rights to the E. coli detection system on June 7,
1999, when we acquired 100% of the common stock of E. Coli Measurement  Systems,
Inc.  ("EMSI"),  a Florida  corporation,  in exchange for 540,000  shares of our
common stock. EMSI ceased to exist by reason of the transaction,  and the rights
and  obligations of EMSI under their Exclusive  License  Agreement and Sponsored
Research Agreement with the University of California were assigned to us.

     We acquired the exclusive worldwide rights to the cryptosporidium detection
system on September 17, 1999,  when we acquired 100% of the common stock of Safe
Water Technologies,  Inc. ("SWT"), a Florida corporation in exchange for 950,000
shares of our common stock. SWT ceased to exist by reason of the transaction and
the rights and obligations of SWT under their Exclusive  License  Agreement with
the University of South Florida Research Foundation were assigned to us.

     The description of our business and other information regarding the Company
is  contained  in our Form 10-SB,  as amended,  and our Form 10-KSB for the year
ended December 31, 2001. These reports are incorporated herein by reference.


                                  RISK FACTORS

     You should carefully consider each of the risks and uncertainties described
below and all the other information contained in this prospectus before deciding
to invest in shares of our common  stock.  The trading price of our common stock
could  decline if any of the  following  risks and  uncertainties  develop  into
actual  events,  and you may lose all or part of the  money  you paid to buy our
common stock.

     This prospectus also contains forward-looking statements that involve risks
and  uncertainties.  Our  actual  results  could  differ  materially  from those
anticipated in these forward-looking  statements as a result of certain factors,
including  the  risks  faced  by use  described  below  and  elsewhere  in  this
prospectus. We assume no obligation to update any forward-looking  statements or
reason why actual results might differ.

We Have A Limited Operating History
     We have only been operating since October 6, 1998.  Accordingly,  we have a
limited  operating  history  upon which an  evaluation  of our  performance  and
prospects  can be based.  We face all of the risks  common to companies in their
early stage of development, including:

    -Under Capitalization
    -Cash Shortages
    -An Unproven Business Model
    -A Product in the Development Stage
    -Lack of Revenue, Cash flow, and Earnings to be Self-sustaining

     Our failure to  successfully  address any of the risks described above will
have a material adverse effect on our business,  financial  condition and on the
price of our common stock.

We Have A History Of Losses And Expect Future Losses
     We have had annual losses since our  inception in October,  1998. We expect
to continue to incur losses  until we finish the  development  of our  products,
obtain  government  approval,  if required,  for our  products,  and sell enough
products at prices high enough to generate a profit.  There is no assurance that
we will be able to develop a commercially viable product, to obtain approval for
our products,  or to generate net revenue from the sale of our  products,  or to
achieve or maintain profitable operations.

Our Products Are Still In Development
     Centrex has no products or services  for sale at this time.  The Centrex E.
coli detection system is still in the research and development stage. It has not
yet been submitted to or received  approval from any government agency which may
be required before we can sell the product in the United States ("U.S.").  There
is no assurance that the product will be commercially  viable or that any agency
will approve the product for sale in the U.S. It is anticipated that the E. coli
detection  system will be marketed  worldwide when  development is completed and
any required approvals are secured, either directly by Centrex or by a corporate
marketing  partner,  to water treatment  systems and end users of drinking water
including individual homeowners, hospitals and water park operators.

     The E. coli detection system is the commercial use of a detection technique
developed by LANL for use by the U.S. armed forces.  The detection system uses a
proprietary,  patented technology to detect the "fingerprint" of the bacteria it
has been  calibrated to match.  This  technique  yields rapid results  because a
culture is not required.

If We Cannot Generate Adequate,  Profitable Sales Of Our Product, We Will Not Be
Successful
     In order to succeed as a company,  we must  develop a  commercially  viable
product  and sell  adequate  quantities  at a high  enough  price to  generate a
profit. We may not accomplish these objectives. Even if we succeed in developing
a commercially  viable  product,  a number of factors may affect future sales of
our product. These factors include:

-    Whether we are successful in obtaining required approvals;
-    Whether water  treatment  plants and end users will accept our product as a
     viable alternative to the current testing method; and
-    Whether the cost of our product is competitive in the marketplace

We Must Raise Additional Funds To Commence Testing
     We require substantial additional working capital to begin collecting data,
to commence and complete  field  trials,  and to market our  potential  product.
There is no assurance that the additional  capital required will be available to
Centrex on acceptable terms when needed,  if at all. Any additional  capital may
involve  substantial  dilution  to the  interests  of  Centrex's  then  existing
shareholders.

Stringent, Ongoing Government Regulation And Inspection Of Our Potential Product
Could Lead To Delays In Manufacture, Marketing and Sales
     Water  treatment  plants  are  controlled  by  governments  worldwide.  The
controlling  agency may  continue  to review  products  even after they  receive
approval.  Our potential product,  its manufacture and marketing will be subject
to ongoing  regulation,  including  compliance  with current Good  Manufacturing
Practices and adverse reporting  requirements.  Any enforcement action resulting
from  failure to comply  with  requirements  could  affect the  manufacture  and
marketing of our potential product.

We Must  Obtain  Regulatory  Approvals  In Foreign  Jurisdictions  To Market Our
Products Abroad
     We will be  subject  to a variety  of  regulations  governing  sales of our
products  outside the U.S.  Whether or not U.S.  approval has been obtained,  we
must  secure  approval  of a  product  by  the  comparable  non-U.S.  regulatory
authorities  prior to the  commencement of marketing of the product in a foreign
country.  The process of obtaining  these  approvals  will be time consuming and
costly.  The approval process varies from country to country and the time needed
to secure  additional  approvals  may be  longer  than  that  required  for U.S.
approval.  Unanticipated  changes in existing regulations or the adoption of new
regulations could affect the manufacture and marketing of our products.

We May Not Be Able To Market And Distribute Our Product
     Our success  depends,  in part, on our ability to market and distribute our
product  effectively.  We have no  experience  in the sale or marketing of water
safety   products.   We  have  no   manufacturing,   marketing  or  distribution
capabilities.  In the  event  that we obtain  U.S.  approval  for our  potential
product,  we may require the assistance of one or more experienced  water safety
device companies to market and distribute our potential product effectively.  If
we seek an alliance with an experienced  water safety device company,  we may be
unable to find a collaborative participant,  enter into an alliance on favorable
terms or enter into an alliance that will be successful.  Any  participant to an
alliance might,  at its discretion,  limit the amount and timing of resources it
devotes to marketing  our product.  Any  marketing  participant  or licensee may
terminate  its  agreement  with us and  abandon  our product at any time for any
reason without  significant  payment. If we do not enter into an alliance with a
water safety device company to market and distribute our product,  we may not be
successful  in  entering  into   alternative   arrangements,   whether  engaging
independent distributors or recruiting, training and retaining a marketing staff
and sales force of our own.

Intense Competition Could Harm Our Financial Performance
     The water  safety  industry  is highly  competitive.  There are a number of
companies,  universities and research organizations actively engaged in research
and development of products that may be similar to the Centrex E. coli detection
system. Our competitors may have substantially greater assets, technical staffs,
established market shares, and greater financial and operating resources than we
do. There is no assurance that we can successfully compete.

We Do Not Own The Patents And Will Not Own Any Improvements
     We do not own any  patents.  The E. coli  detection  method is owned by the
University of California and they filed a provisional  patent application in the
U.S. on December 18, 1998. There is no assurance that a patent will issue.

     The   University   of  South   Florida   owns  the  U.S.   patent  for  the
cryptosporidium detection method, which was published April 1, 1997.

     The filing, prosecution and maintenance of all patent rights are within the
sole  discretion  of the patent  owners.  We have the right to request  that the
patent owners seek, obtain and maintain such patent and other protections to the
extent that they are lawfully  entitled to do so, at our sole expense.  There is
no assurance  that the  University  of  California  or the  University  of South
Florida will seek,  obtain or maintain such patent and other protection to which
they are or may become lawfully  entitled and there is no assurance that we will
have enough working capital to fund their activities.

There May Be Competing Products In The Future
     There is no assurance that competing products will not be developed or that
improvements  to the patent  will be  available  to Centrex  under its  existing
license. The filing, prosecution and maintenance of all patent rights are within
the sole discretion of the patent owners.  Centrex has the right to request that
the patent owners seek,  obtain and maintain such patent and other protection to
the extent that they are lawfully  entitled to do so, at Centrex's sole expense.
There is no assurance that the patent owners will seek,  obtain or maintain such
patent and other protection to which they are lawfully entitled.  Further, there
is no assurance that Centrex will have  sufficient  working  capital to fund the
patent owners' efforts in those activities, if requested.



<PAGE>


Our Lack Of Foreign  Patent  Protection  Could  Adversely  Affect Our Ability To
Compete
     The U.S. patent covering the Centrex E. coli detection  technology does not
extend to foreign countries, and the Company does not presently have any foreign
patent protection for its product.

We Are Dependent Upon The Services Of The Researchers And Our Employees
     The E. coli detection system is being developed at LANL under the direction
of Dr. Alonso Castro,  discoverer of the E. coli detection process.  The loss of
the services of Dr. Castro and our inability to retain an acceptable  substitute
could have a material adverse effect on us.

     We are also  dependent  upon the  services of our sole officer and director
and employees,  each of whom have provided  services without cash  compensation.
There is no  assurance  they will  continue  to provide  services  without  cash
compensation.  There are no employment agreements. The loss of their services or
our inability to retain such experienced personnel could have a material adverse
effect on our business prospects.

Concentration Of Stock Ownership
     Our sole officer and director, employees and beneficial owners, as a group,
own about 75% of our issued and  outstanding  common  stock.  As a result,  they
exercise substantial  influence over our business and the election of members to
the Board of Directors.

Limited Experience Of Management And Potential Conflicts Of Interest
     The sole officer and key  employees of Centrex have had limited  experience
in the water safety  industry.  In addition,  the sole officer and key employees
are  associated  with other firms  involved  in a range of business  activities.
Consequently,  there are  potential  conflicts  of interest  in their  acting as
officers and directors of Centrex.  Management  estimates that not more than 50%
of their time will be devoted to Centrex's activities.

No Market For Our Common Stock
     There is no market for our common stock and there is no assurance  that one
will be  established.  There is also no assurance that even if we are successful
in establishing a market for our common stock that the market will be sustained.
You may not ever be able to sell your shares of common stock.

We Do Not Expect To Pay Dividends
     We have not  declared  or paid,  and for the  foreseeable  future we do not
anticipate declaring or paying, dividends on our common stock.

Dilution
     You will  experience  significant  dilution if you invest in this Offering.
Also,  to the extent  outstanding  warrants  and options to purchase  our common
stock are exercised or additional  equity securities are issued at a price below
the price of a share in this offering, you will experience dilution. At November
1, 2000,  the Company had  outstanding  options to  purchase  350,000  shares of
common stock at $0.50 per share.


                                 USE OF PROCEEDS

     We will not  receive  any  proceeds  from the  sale of the  shares  sold by
Selling Shareholders.




<PAGE>


                              SELLING SHAREHOLDERS

         The following table and discussion sets forth certain information with
respect to the selling shareholders.

                               Beneficial
                             Ownership of
                         Shares of Common    Shares Available   Shares Owned
                           Stock Prior to     for Sale in the      After the
Selling Shareholder              Offering        Offering (1)       Offering
Gifford Mabie                     220,000             500,000        720,000(2)
Rhonda Vincent                    325,000             500,000        825,000(3)
Kara Greuel                       100,000             250,000        350,000
Vicki Pippin                      625,000             500,000      1,125,000
Thomas Coughlin, Jr.              600,000             500,000      1,100,000
Consultants                             0           1,100,000      1,100,000



(1)  Assumes  all common  shares are sold  pursuant  to this  offering.  Selling
     shareholders,  however,  may choose to  exercise  only a portion or none of
     their  options and may not sell any or all of the common shares issued upon
     exercise of the options. There are currently no agreements, arrangements or
     understandings  with  respect to the exercise of any options or the sale of
     any of the shares received upon such exercise.

(2)  The amount of  securities  to be offered or resold by means of this reoffer
     prospectus  may not  exceed,  during  any three  month  period  the  amount
     specified  in Rule 144(e).  Mr.  Mabie does not have the present  intent to
     sell.

(3)  Does not include  325,000 shares owned by Carl G. Vincent,  Jr. and 200,000
     shares owned by Vincent  Family Trust.  Ms.  Vincent  disclaims  beneficial
     ownership  of these shares  because she does not exercise  control over the
     shares owned by her spouse or the Trust.


                              PLAN OF DISTRIBUTION

     We are  registering  the securities on behalf of the selling  shareholders.
All  costs,  expenses  and  fees in  connection  with  the  registration  of the
Securities  offered hereby will be paid by us. We estimate such costs,  expenses
and fees to be $250. Brokerage commissions and similar selling expenses, if any,
attributable to the sale of Securities will be paid by the selling shareholders.

     The selling  shareholders  may sell up to 3,350,000  shares of common stock
from time to time. These selling shareholders may sell their shares

          -On the OTC Bulletin Board
          -To a broker-dealer, including a market maker, who purchases the
          shares for its own account -In private transactions or by gift

     The selling  shareholders  may also pledge  their shares from time to time,
and the lender may sell the shares upon foreclosure.

     The shares are being offered by the selling  shareholders  have been issued
as  compensation  for services  rendered not in  connection  with a capital fund
raising transaction or to make or maintain a market for Centrex's common stock.

     The decision to sell any securities is within the discretion of the selling
shareholder.  Each  selling  shareholder  is free to  offer  and sell his or her
securities at times, in a manner and at prices as he or she determines.

     The selling  shareholders  may sell the shares at a negotiated  price or at
the market price or both.  They may sell their shares directly to the purchasers
or they may use brokers. If they use a broker, the selling shareholder may pay a
brokerage  fee or  commission  or they may sell the  shares  to the  broker at a
discount  from the market  price.  The  purchasers  of the shares may also pay a
brokerage fee or other charge.  The  compensation to a particular  broker-dealer
may exceed customary  commissions.  We do not know of any arrangements by any of
the selling shareholders for the sale of any of their shares.

     The selling  shareholders and broker-dealers,  if any, acting in connection
with sales by the selling shareholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commission  received
by them and any profit on the resale by them of the  securities may be deemed to
be underwriting discounts and commissions under the Securities Act.

     We have advised the selling shareholders that the  anti-manipulative  rules
under the Exchange Act,  which are set forth in Regulation M, may apply to their
sales in the market.  We have furnished the selling  shareholders with a copy of
regulation M, and we have informed them that they should  deliver a copy of this
prospectus when they sell any shares.

                              AVAILABLE INFORMATION

     We file annual,  quarterly and periodic reports, proxy statements and other
information  with the Securities and Exchange  Commission using the Commission's
EDGAR  system.  You can find  Centrex's  SEC  filings  on the  SEC's  web  site,
www.sec.gov.

     We  furnish  our  shareholders  with  annual  reports   containing  audited
financial  statements and with such other  periodic  reports as we, from time to
time, deem appropriate or as may be required by law. We use the calendar year as
our fiscal year.

     You should rely only on the  information  contained in this  Prospectus and
the  information  we have referred you to. We have not  authorized any person to
provide you with any information that is different.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to  "incorporate by reference"  information  that we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this prospectus, and information we file later with the SEC
will  automatically  update and supersede  this  information.  We incorporate by
reference  the documents  listed below and any future  filings we will make with
the SEC under Section 13(a),  13(c), 14 or 15 of the Securities  Exchange Act of
1934

      1.  Our Form 10-SB, as amended
      2.  Our Annual Report on Form 10 KSB for the year ended December 31, 2000

     This prospectus is part of a registration  statement we filed with the SEC.
You should rely only on the information incorporated by reference or provided in
this  prospectus and the  registration  statement.  We have authorized no one to
provide  you  with  different  information.  You  should  not  assume  that  the
information in this prospectus is accurate as of any date other than the date on
the front of the statement.

     If we file any document  with the SEC that  contains  information  which is
different from the information  contained in this prospectus,  you may rely only
on the most recent information which we have filed with the Commission.

     We will provide a copy of the documents referred to above without charge if
you request the  information  from us. You should  contact  Mr.  Gifford  Mabie,
President,  Centrex,  Inc.,  8908 S.  Yale Ave.  #409,  Tulsa,  Oklahoma  74137,
telephone (918) 491-7557, if you wish to receive any of such material.

                                  LEGAL MATTERS

     The legality of the shares offered hereby has been passed upon by Kaufman &
Associates, One Main Plaza, Suite 210, Tulsa, OK 74119.

                                     EXPERTS

     The balance sheet of Centrex as of December 31, 2000 and the  statements of
operations,  shareholders'  equity and cash flows for the period from  inception
(October 6, 1998) to December 31, 2000 and for the years ended December 31, 2000
and 1999, included in this prospectus,  have been included herein in reliance on
the report,  which includes an explanatory  paragraph on our ability to continue
as a going  concern,  of  Tullius  Taylor  Sartain  & Sartain  LLP,  independent
accountants,  given on the authority of that firm as experts in  accounting  and
auditing.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed by the  Registrant  with the Commission are
incorporated herein by reference:

         (a) the Company's  Form 10-SB filed November 27, 2001 as amended.
         (b) the Company's Form 10-KSB for the year ended December 31, 2000.

     All documents  subsequently  filed by Centrex  pursuant to Sections  13(a),
13(c),  14 and 15 of the Securities  Exchange Act of 1934 prior to the filing of
any  post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this  registration  statement from the
date of filing of such documents.

Item 4.  Description of Securities.

     Incorporated  herein by  reference  to our Form 10-SB,  filed  November 27,
2000, as amended.

Item 5.  Interests of Named Experts and Counsel.

     There are no  experts  having an  interest  in the shares  offered  hereby.
Kaufman & Associates is acting as special  counsel to Centrex in connection with
the filing of this  Registration  Statement.  Kaufman & Associates acts as legal
counsel  to  Centrex  on  various  matters  for which  they have  received  cash
compensation, along with their out of pocket expenses.

Item 6.  Indemnification of Directors and Officers.

     Incorporated herein by reference to our Form 10-SB, as amended.

Item 7.  Exemption from Registration.

     The transactions covered by this Registration Statement were not registered
under the Securities Act of 1933 as amended in reliance upon the exemptions from
such registration pursuant to Section 4(2), and Regulation D.

Item 8.  Exhibits.

     Exhibit
     No.            Description of Exhibit
     -------        ----------------------
     5.0            Opinion of Kaufman & Associates
     23.1           Consent of Kaufman & Associates (contained in Exhibit 5.0)
     23.2           Consent of Tullius Taylor Sartain & Sartain LLP



<PAGE>


Item 9.  Undertakings.

     The registrant  hereby covenants and undertakes,  pursuant to SEC Rule 512,
to:

(a)  Rule 415 offering.

     (I)  File,  during any period in which  offers or sales are being  made,  a
          post-effective amendment to this registration statement; and

     (II) Include  any  prospectus  required  by  Section  10  (a)  (3)  of  the
          Securities Act of 1933; and

     (III)Reflect  in the  prospectus  any  facts or  events  arising  after the
          effective  date which  individually  or in the  aggregate  represent a
          fundamental  change in the information  set forth in the  registration
          statement; and

     (IV) Include  any  material   information  with  respect  to  the  plan  of
          distribution not previously  disclosed in the registration  statement;
          and

     (V)  That for purpose of determining any liability under the Securities Act
          of 1933,  each such post effective  amendment  shall be deemed to be a
          new  registrations   statement  relating  to  the  securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof; and

     (VI) Remove from registration by means of a post-effective amendment any of
          the  securities  being  registered  which  remain  unsold which remain
          unsold at the termination of the offering; and

     (VII) Not applicable since the registrant is not a foreign issuer.

(b)  Rule 512 (b)

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report  pursuant to section 13 (a) or section 15 (d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h)  Rule 512 (h).

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the  registrant  will,  unless in the opinion of its counsel in the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the  question  where  such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.




<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Tulsa, State of Oklahoma, on May 9, 2000.

                                  Centrex, Inc.

                                  By     /s/ Gifford Mabie
                                  -------------------------------------
                                  Gifford Mabie
                                  President and Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration statement has been signed by the following person in the capacities
and on the date indicated:

         Director                           Date
         --------                           ------

         /s/ Gifford Mabie                  July 19, 2001
         ----------------------------
         Gifford Mabie, Director
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  CENTREX, INC.
             (Exact name of registrant as specified in its charter)

       Oklahoma                     000-32021                    73-1554121
(State of incorporation)        (SEC File Number)          (IRS Employer ID No.)

                           8908 South Yale, Suite 409
                           Tulsa, Oklahoma 74137-3545
                                 (918) 491-7557
              (Address of Principal Executive Offices and Zip Code)

                        3,350,000 Shares of Common Stock
             Issued Pursuant to Employment and Consulting Agreements

                              Kaufman & Associates
                            One Main Plaza, Suite 210
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463
                     (Name and address of Agent for Service)
          (Telephone number, including area code, of Agent for Service)

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
                                Proposed Proposed
                                 Maximum Maximum

                                       Offering     Aggregate   Amount of
Title of securities   Amount to be     Price per    Offering    Registration
to be registered      registered       Share        Price       Fee
--------------------------------------------------------------------------------

Common Stock          2,250,000(1)     $0.001*      $2,250*     $0.63(2)
Common Stock          1,100,000(3)     $0.001       $1,100      $0.31
                      ---------                     ------      -----
                      3,350,000                     $3,350      $0.94
                      ---------                     ------      -----

(1)  2,250,000  shares are issued to Centrex  employees  pursuant to  Employment
     Agreements

(2)  Fees are calculated by multiplying the aggregate offering amount by .000264
     pursuant to Section 6(b) of the Securities Act.

(3)  1,100,000   shares  are  issued  to  Consultants   pursuant  to  Consulting
     Agreements

*    Estimated  solely for the purpose of calculating  the  registration  fee in
     accordance  with Rule 457(h) under the  Securities Act of 1933, as amended.
     Pursuant  to Rule  457(h),  this  estimate  is  based  on par  value of the
     Registrant's common stock, $0.001 par value per share.
PART I.

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     The prospectus  (the "Resale  Prospectus")  may be used in connection  with
reoffers  and  resales of shares of Centrex  common  stock  issued  pursuant  to
compensation  prior  to the  date of this  Registration  Statement.  The  Resale
Prospectus is filed as part of this  Registration  Statement as required by Form
S-8.

                               REOFFER PROSPECTUS

                 3,350,000 Shares of Centrex, Inc. Common Stock

     The selling  shareholders  may sell up to 3,350,000  shares of common stock
from time to time. These selling shareholders may sell their shares:

         -On the National Quotation Bureau
         -To a broker-dealer, including a market maker, who purchases the shares
         for its own account -In private transactions or by gift

     The selling  shareholders  may also pledge  their shares from time to time,
and the lender may sell the shares upon foreclosure.

     The shares being offered by the selling  shareholders have been issued upon
the exercise of certain stock options or as compensation for consulting services
rendered not in connection with a capital fund raising transaction or to make or
maintain a market for Centrex's common stock.

     We will not receive any proceeds from the sale by the selling  shareholders
of their shares of common  stock.  We paid the cost of the  preparation  of this
prospectus and of registration, which is estimated at $250.

                        --------------------------------

     Investing in shares of our common stock involves a high degree of risk. You
should  purchase  the  shares  only  if you  can  afford  to  lose  your  entire
investment. See "Risk Factors," which begins on page 4.

                        --------------------------------

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved  these  securities or determined  whether
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                  The date of this prospectus is July 19, 2001
TABLE OF CONTENTS

THE COMPANY........................................................4
RISK FACTORS.......................................................4
USE OF PROCEEDS....................................................4
SELLING SHAREHOLDERS...............................................4
PLAN OF DISTRIBUTION...............................................4
AVAILABLE INFORMATION..............................................4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE....................4
LEGAL MATTERS......................................................4
EXPERTS............................................................4
THE COMPANY

     We are a development stage company.  We own the exclusive worldwide license
to a technology  for detecting E. coli  bacteria in food and water.  We also own
the exclusive  worldwide  license to a technology for detecting  cryptosporidium
and other pathogens in water.

     The E. coli detection  system prototype is presently being developed at Los
Alamos  National  Laboratory  ("LANL").  The  prototype  should  be  capable  of
confirming  the presence of E. coli  bacteria  within  minutes as opposed to the
current  testing method that requires an average of 24 hours to obtain a result.
Development of a prototype cryptosporidium detection system has yet to begin.

     We have no operating history prior to October 6, 1998. Because our products
are presently being developed or are in the planning stage, we have no revenues.
Our development  activities to date have been funded primarily by loans from our
founding  shareholders.  We do not  anticipate  any  revenues  from  the sale of
products  until such  products  have been proven to be  commercially  viable and
appropriate government and industry approvals,  if required, have been obtained.
There is no assurance  that we will be  successful  in  developing  commercially
viable  products,  that such products  will obtain  appropriate  government  and
industry approvals,  or that such products will generate revenue and profits for
the Company.

     Our immediate objective is to develop and market a competitive product line
of E. coli  detection  systems for water  treatment  plants that are designed to
meet  current  testing  requirements  and produce  test results in less than one
minute  and at a lower  cost per test than the method  currently  used.  E. coli
contamination  of drinking  water and  surface  water is an  increasing  problem
worldwide.  Accurate and immediate testing for E. coli  contamination can reduce
the risk of illness and death.

     We acquired the exclusive rights to the E. coli detection system on June 7,
1999, when we acquired 100% of the common stock of E. Coli Measurement  Systems,
Inc.  ("EMSI"),  a Florida  corporation,  in exchange for 540,000  shares of our
common stock. EMSI ceased to exist by reason of the transaction,  and the rights
and  obligations of EMSI under their Exclusive  License  Agreement and Sponsored
Research Agreement with the University of California were assigned to us.

     We acquired the exclusive worldwide rights to the cryptosporidium detection
system on September 17, 1999,  when we acquired 100% of the common stock of Safe
Water Technologies,  Inc. ("SWT"), a Florida corporation in exchange for 950,000
shares of our common stock. SWT ceased to exist by reason of the transaction and
the rights and obligations of SWT under their Exclusive  License  Agreement with
the University of South Florida Research Foundation were assigned to us.

     The description of our business and other information regarding the Company
is  contained  in our Form 10-SB,  as amended,  and our Form 10-KSB for the year
ended December 31, 2001. These reports are incorporated herein by reference.

                                  RISK FACTORS

     You should carefully consider each of the risks and uncertainties described
below and all the other information contained in this prospectus before deciding
to invest in shares of our common  stock.  The trading price of our common stock
could  decline if any of the  following  risks and  uncertainties  develop  into
actual  events,  and you may lose all or part of the  money  you paid to buy our
common stock.

     This prospectus also contains forward-looking statements that involve risks
and  uncertainties.  Our  actual  results  could  differ  materially  from those
anticipated in these forward-looking  statements as a result of certain factors,
including  the  risks  faced  by use  described  below  and  elsewhere  in  this
prospectus. We assume no obligation to update any forward-looking  statements or
reason why actual results might differ.

We Have A Limited Operating History
     We have only been operating since October 6, 1998.  Accordingly,  we have a
limited  operating  history  upon which an  evaluation  of our  performance  and
prospects  can be based.  We face all of the risks  common to companies in their
early stage of development, including:

    -Under Capitalization
    -Cash Shortages
    -An Unproven Business Model
    -A Product in the Development Stage
    -Lack of Revenue, Cash flow, and Earnings to be Self-sustaining

     Our failure to  successfully  address any of the risks described above will
have a material adverse effect on our business,  financial  condition and on the
price of our common stock.

We Have A History Of Losses And Expect Future Losses
     We have had annual losses since our  inception in October,  1998. We expect
to continue to incur losses  until we finish the  development  of our  products,
obtain  government  approval,  if required,  for our  products,  and sell enough
products at prices high enough to generate a profit.  There is no assurance that
we will be able to develop a commercially viable product, to obtain approval for
our products,  or to generate net revenue from the sale of our  products,  or to
achieve or maintain profitable operations.

Our Products Are Still In Development
     Centrex has no products or services  for sale at this time.  The Centrex E.
coli detection system is still in the research and development stage. It has not
yet been submitted to or received  approval from any government agency which may
be required before we can sell the product in the United States ("U.S.").  There
is no assurance that the product will be commercially  viable or that any agency
will approve the product for sale in the U.S. It is anticipated that the E. coli
detection  system will be marketed  worldwide when  development is completed and
any required approvals are secured, either directly by Centrex or by a corporate
marketing  partner,  to water treatment  systems and end users of drinking water
including individual homeowners, hospitals and water park operators.

     The E. coli detection system is the commercial use of a detection technique
developed by LANL for use by the U.S. armed forces.  The detection system uses a
proprietary,  patented technology to detect the "fingerprint" of the bacteria it
has been  calibrated to match.  This  technique  yields rapid results  because a
culture is not required.

If We Cannot Generate Adequate,  Profitable Sales Of Our Product, We Will Not Be
Successful
     In order to succeed as a company,  we must  develop a  commercially  viable
product  and sell  adequate  quantities  at a high  enough  price to  generate a
profit. We may not accomplish these objectives. Even if we succeed in developing
a commercially  viable  product,  a number of factors may affect future sales of
our product. These factors include:

-    Whether we are successful in obtaining required approvals;
-    Whether water  treatment  plants and end users will accept our product as a
     viable alternative to the current testing method; and
-    Whether the cost of our product is competitive in the marketplace

We Must Raise Additional Funds To Commence Testing
     We require substantial additional working capital to begin collecting data,
to commence and complete  field  trials,  and to market our  potential  product.
There is no assurance that the additional  capital required will be available to
Centrex on acceptable terms when needed,  if at all. Any additional  capital may
involve  substantial  dilution  to the  interests  of  Centrex's  then  existing
shareholders.

Stringent, Ongoing Government Regulation And Inspection Of Our Potential Product
Could Lead To Delays In Manufacture, Marketing and Sales
     Water  treatment  plants  are  controlled  by  governments  worldwide.  The
controlling  agency may  continue  to review  products  even after they  receive
approval.  Our potential product,  its manufacture and marketing will be subject
to ongoing  regulation,  including  compliance  with current Good  Manufacturing
Practices and adverse reporting  requirements.  Any enforcement action resulting
from  failure to comply  with  requirements  could  affect the  manufacture  and
marketing of our potential product.

We Must  Obtain  Regulatory  Approvals  In Foreign  Jurisdictions  To Market Our
Products Abroad
     We will be  subject  to a variety  of  regulations  governing  sales of our
products  outside the U.S.  Whether or not U.S.  approval has been obtained,  we
must  secure  approval  of a  product  by  the  comparable  non-U.S.  regulatory
authorities  prior to the  commencement of marketing of the product in a foreign
country.  The process of obtaining  these  approvals  will be time consuming and
costly.  The approval process varies from country to country and the time needed
to secure  additional  approvals  may be  longer  than  that  required  for U.S.
approval.  Unanticipated  changes in existing regulations or the adoption of new
regulations could affect the manufacture and marketing of our products.

We May Not Be Able To Market And Distribute Our Product
     Our success  depends,  in part, on our ability to market and distribute our
product  effectively.  We have no  experience  in the sale or marketing of water
safety   products.   We  have  no   manufacturing,   marketing  or  distribution
capabilities.  In the  event  that we obtain  U.S.  approval  for our  potential
product,  we may require the assistance of one or more experienced  water safety
device companies to market and distribute our potential product effectively.  If
we seek an alliance with an experienced  water safety device company,  we may be
unable to find a collaborative participant,  enter into an alliance on favorable
terms or enter into an alliance that will be successful.  Any  participant to an
alliance might,  at its discretion,  limit the amount and timing of resources it
devotes to marketing  our product.  Any  marketing  participant  or licensee may
terminate  its  agreement  with us and  abandon  our product at any time for any
reason without  significant  payment. If we do not enter into an alliance with a
water safety device company to market and distribute our product,  we may not be
successful  in  entering  into   alternative   arrangements,   whether  engaging
independent distributors or recruiting, training and retaining a marketing staff
and sales force of our own.

Intense Competition Could Harm Our Financial Performance
     The water  safety  industry  is highly  competitive.  There are a number of
companies,  universities and research organizations actively engaged in research
and development of products that may be similar to the Centrex E. coli detection
system. Our competitors may have substantially greater assets, technical staffs,
established market shares, and greater financial and operating resources than we
do. There is no assurance that we can successfully compete.

We Do Not Own The Patents And Will Not Own Any Improvements
     We do not own any  patents.  The E. coli  detection  method is owned by the
University of California and they filed a provisional  patent application in the
U.S. on December 18, 1998. There is no assurance that a patent will issue.

     The   University   of  South   Florida   owns  the  U.S.   patent  for  the
cryptosporidium detection method, which was published April 1, 1997.

     The filing, prosecution and maintenance of all patent rights are within the
sole  discretion  of the patent  owners.  We have the right to request  that the
patent owners seek, obtain and maintain such patent and other protections to the
extent that they are lawfully  entitled to do so, at our sole expense.  There is
no assurance  that the  University  of  California  or the  University  of South
Florida will seek,  obtain or maintain such patent and other protection to which
they are or may become lawfully  entitled and there is no assurance that we will
have enough working capital to fund their activities.

There May Be Competing Products In The Future
     There is no assurance that competing products will not be developed or that
improvements  to the patent  will be  available  to Centrex  under its  existing
license. The filing, prosecution and maintenance of all patent rights are within
the sole discretion of the patent owners.  Centrex has the right to request that
the patent owners seek,  obtain and maintain such patent and other protection to
the extent that they are lawfully  entitled to do so, at Centrex's sole expense.
There is no assurance that the patent owners will seek,  obtain or maintain such
patent and other protection to which they are lawfully entitled.  Further, there
is no assurance that Centrex will have  sufficient  working  capital to fund the
patent owners' efforts in those activities, if requested.
Our Lack Of Foreign  Patent  Protection  Could  Adversely  Affect Our Ability To
Compete
     The U.S. patent covering the Centrex E. coli detection  technology does not
extend to foreign countries, and the Company does not presently have any foreign
patent protection for its product.

We Are Dependent Upon The Services Of The Researchers And Our Employees
     The E. coli detection system is being developed at LANL under the direction
of Dr. Alonso Castro,  discoverer of the E. coli detection process.  The loss of
the services of Dr. Castro and our inability to retain an acceptable  substitute
could have a material adverse effect on us.

     We are also  dependent  upon the  services of our sole officer and director
and employees,  each of whom have provided  services without cash  compensation.
There is no  assurance  they will  continue  to provide  services  without  cash
compensation.  There are no employment agreements. The loss of their services or
our inability to retain such experienced personnel could have a material adverse
effect on our business prospects.

Concentration Of Stock Ownership
     Our sole officer and director, employees and beneficial owners, as a group,
own about 75% of our issued and  outstanding  common  stock.  As a result,  they
exercise substantial  influence over our business and the election of members to
the Board of Directors.

Limited Experience Of Management And Potential Conflicts Of Interest
     The sole officer and key  employees of Centrex have had limited  experience
in the water safety  industry.  In addition,  the sole officer and key employees
are  associated  with other firms  involved  in a range of business  activities.
Consequently,  there are  potential  conflicts  of interest  in their  acting as
officers and directors of Centrex.  Management  estimates that not more than 50%
of their time will be devoted to Centrex's activities.

No Market For Our Common Stock
     There is no market for our common stock and there is no assurance  that one
will be  established.  There is also no assurance that even if we are successful
in establishing a market for our common stock that the market will be sustained.
You may not ever be able to sell your shares of common stock.

We Do Not Expect To Pay Dividends
     We have not  declared  or paid,  and for the  foreseeable  future we do not
anticipate declaring or paying, dividends on our common stock.

Dilution
     You will  experience  significant  dilution if you invest in this Offering.
Also,  to the extent  outstanding  warrants  and options to purchase  our common
stock are exercised or additional  equity securities are issued at a price below
the price of a share in this offering, you will experience dilution. At November
1, 2000,  the Company had  outstanding  options to  purchase  350,000  shares of
common stock at $0.50 per share.

                                 USE OF PROCEEDS

     We will not  receive  any  proceeds  from the  sale of the  shares  sold by
Selling Shareholders.
SELLING SHAREHOLDERS

         The following table and discussion sets forth certain information with
respect to the selling shareholders.

                               Beneficial
                             Ownership of
                         Shares of Common    Shares Available   Shares Owned
                           Stock Prior to     for Sale in the      After the
Selling Shareholder              Offering        Offering (1)       Offering
Gifford Mabie                     220,000             500,000        720,000(2)
Rhonda Vincent                    325,000             500,000        825,000(3)
Kara Greuel                       100,000             250,000        350,000
Vicki Pippin                      625,000             500,000      1,125,000
Thomas Coughlin, Jr.              600,000             500,000      1,100,000
Consultants                             0           1,100,000      1,100,000

(1)  Assumes  all common  shares are sold  pursuant  to this  offering.  Selling
     shareholders,  however,  may choose to  exercise  only a portion or none of
     their  options and may not sell any or all of the common shares issued upon
     exercise of the options. There are currently no agreements, arrangements or
     understandings  with  respect to the exercise of any options or the sale of
     any of the shares received upon such exercise.

(2)  The amount of  securities  to be offered or resold by means of this reoffer
     prospectus  may not  exceed,  during  any three  month  period  the  amount
     specified  in Rule 144(e).  Mr.  Mabie does not have the present  intent to
     sell.

(3)  Does not include  325,000 shares owned by Carl G. Vincent,  Jr. and 200,000
     shares owned by Vincent  Family Trust.  Ms.  Vincent  disclaims  beneficial
     ownership  of these shares  because she does not exercise  control over the
     shares owned by her spouse or the Trust.

                              PLAN OF DISTRIBUTION

     We are  registering  the securities on behalf of the selling  shareholders.
All  costs,  expenses  and  fees in  connection  with  the  registration  of the
Securities  offered hereby will be paid by us. We estimate such costs,  expenses
and fees to be $250. Brokerage commissions and similar selling expenses, if any,
attributable to the sale of Securities will be paid by the selling shareholders.

     The selling  shareholders  may sell up to 3,350,000  shares of common stock
from time to time. These selling shareholders may sell their shares

          -On the OTC Bulletin Board
          -To a broker-dealer, including a market maker, who purchases the
          shares for its own account -In private transactions or by gift

     The selling  shareholders  may also pledge  their shares from time to time,
and the lender may sell the shares upon foreclosure.

     The shares are being offered by the selling  shareholders  have been issued
as  compensation  for services  rendered not in  connection  with a capital fund
raising transaction or to make or maintain a market for Centrex's common stock.

     The decision to sell any securities is within the discretion of the selling
shareholder.  Each  selling  shareholder  is free to  offer  and sell his or her
securities at times, in a manner and at prices as he or she determines.

     The selling  shareholders  may sell the shares at a negotiated  price or at
the market price or both.  They may sell their shares directly to the purchasers
or they may use brokers. If they use a broker, the selling shareholder may pay a
brokerage  fee or  commission  or they may sell the  shares  to the  broker at a
discount  from the market  price.  The  purchasers  of the shares may also pay a
brokerage fee or other charge.  The  compensation to a particular  broker-dealer
may exceed customary  commissions.  We do not know of any arrangements by any of
the selling shareholders for the sale of any of their shares.

     The selling  shareholders and broker-dealers,  if any, acting in connection
with sales by the selling shareholders may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commission  received
by them and any profit on the resale by them of the  securities may be deemed to
be underwriting discounts and commissions under the Securities Act.

     We have advised the selling shareholders that the  anti-manipulative  rules
under the Exchange Act,  which are set forth in Regulation M, may apply to their
sales in the market.  We have furnished the selling  shareholders with a copy of
regulation M, and we have informed them that they should  deliver a copy of this
prospectus when they sell any shares.

                              AVAILABLE INFORMATION

     We file annual,  quarterly and periodic reports, proxy statements and other
information  with the Securities and Exchange  Commission using the Commission's
EDGAR  system.  You can find  Centrex's  SEC  filings  on the  SEC's  web  site,
www.sec.gov.

     We  furnish  our  shareholders  with  annual  reports   containing  audited
financial  statements and with such other  periodic  reports as we, from time to
time, deem appropriate or as may be required by law. We use the calendar year as
our fiscal year.

     You should rely only on the  information  contained in this  Prospectus and
the  information  we have referred you to. We have not  authorized any person to
provide you with any information that is different.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to  "incorporate by reference"  information  that we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this prospectus, and information we file later with the SEC
will  automatically  update and supersede  this  information.  We incorporate by
reference  the documents  listed below and any future  filings we will make with
the SEC under Section 13(a),  13(c), 14 or 15 of the Securities  Exchange Act of
1934

      1.  Our Form 10-SB, as amended
      2.  Our Annual Report on Form 10 KSB for the year ended December 31, 2000

     This prospectus is part of a registration  statement we filed with the SEC.
You should rely only on the information incorporated by reference or provided in
this  prospectus and the  registration  statement.  We have authorized no one to
provide  you  with  different  information.  You  should  not  assume  that  the
information in this prospectus is accurate as of any date other than the date on
the front of the statement.

     If we file any document  with the SEC that  contains  information  which is
different from the information  contained in this prospectus,  you may rely only
on the most recent information which we have filed with the Commission.

     We will provide a copy of the documents referred to above without charge if
you request the  information  from us. You should  contact  Mr.  Gifford  Mabie,
President,  Centrex,  Inc.,  8908 S.  Yale Ave.  #409,  Tulsa,  Oklahoma  74137,
telephone (918) 491-7557, if you wish to receive any of such material.

                                  LEGAL MATTERS

     The legality of the shares offered hereby has been passed upon by Kaufman &
Associates, One Main Plaza, Suite 210, Tulsa, OK 74119.

                                     EXPERTS

     The balance sheet of Centrex as of December 31, 2000 and the  statements of
operations,  shareholders'  equity and cash flows for the period from  inception
(October 6, 1998) to December 31, 2000 and for the years ended December 31, 2000
and 1999, included in this prospectus,  have been included herein in reliance on
the report,  which includes an explanatory  paragraph on our ability to continue
as a going  concern,  of  Tullius  Taylor  Sartain  & Sartain  LLP,  independent
accountants,  given on the authority of that firm as experts in  accounting  and
auditing.

                                     PART II

Item 3.  Incorporation of Documents by Reference.

     The following  documents  filed by the  Registrant  with the Commission are
incorporated herein by reference:

         (a) the Company's  Form 10-SB filed November 27, 2001 as amended.
         (b) the Company's Form 10-KSB for the year ended December 31, 2000.

     All documents  subsequently  filed by Centrex  pursuant to Sections  13(a),
13(c),  14 and 15 of the Securities  Exchange Act of 1934 prior to the filing of
any  post-effective  amendment which indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this  registration  statement from the
date of filing of such documents.

Item 4.  Description of Securities.

     Incorporated  herein by  reference  to our Form 10-SB,  filed  November 27,
2000, as amended.

Item 5.  Interests of Named Experts and Counsel.

     There are no  experts  having an  interest  in the shares  offered  hereby.
Kaufman & Associates is acting as special  counsel to Centrex in connection with
the filing of this  Registration  Statement.  Kaufman & Associates acts as legal
counsel  to  Centrex  on  various  matters  for which  they have  received  cash
compensation, along with their out of pocket expenses.

Item 6.  Indemnification of Directors and Officers.

     Incorporated herein by reference to our Form 10-SB, as amended.

Item 7.  Exemption from Registration.

     The transactions covered by this Registration Statement were not registered
under the Securities Act of 1933 as amended in reliance upon the exemptions from
such registration pursuant to Section 4(2), and Regulation D.

Item 8.  Exhibits.

     Exhibit
     No.            Description of Exhibit
     -------        ----------------------
     5.0            Opinion of Kaufman & Associates
     23.1           Consent of Kaufman & Associates (contained in Exhibit 5.0)
     23.2           Consent of Tullius Taylor Sartain & Sartain LLP
Item 9.  Undertakings.

     The registrant  hereby covenants and undertakes,  pursuant to SEC Rule 512,
to:

(a)  Rule 415 offering.

     (I)  File,  during any period in which  offers or sales are being  made,  a
          post-effective amendment to this registration statement; and

     (II) Include  any  prospectus  required  by  Section  10  (a)  (3)  of  the
          Securities Act of 1933; and

     (III)Reflect  in the  prospectus  any  facts or  events  arising  after the
          effective  date which  individually  or in the  aggregate  represent a
          fundamental  change in the information  set forth in the  registration
          statement; and

     (IV) Include  any  material   information  with  respect  to  the  plan  of
          distribution not previously  disclosed in the registration  statement;
          and

     (V)  That for purpose of determining any liability under the Securities Act
          of 1933,  each such post effective  amendment  shall be deemed to be a
          new  registrations   statement  relating  to  the  securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof; and

     (VI) Remove from registration by means of a post-effective amendment any of
          the  securities  being  registered  which  remain  unsold which remain
          unsold at the termination of the offering; and

     (VII) Not applicable since the registrant is not a foreign issuer.

(b)  Rule 512 (b)

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report  pursuant to section 13 (a) or section 15 (d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(h)  Rule 512 (h).

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the  registrant  will,  unless in the opinion of its counsel in the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the  question  where  such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Tulsa, State of Oklahoma, on May 9, 2000.

                                  Centrex, Inc.

                                  By     /s/ Gifford Mabie
                                  -------------------------------------
                                  Gifford Mabie
                                  President and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration statement has been signed by the following person in the capacities
and on the date indicated:

         Director                           Date
         --------                           ------

         /s/ Gifford Mabie                  July 19, 2001
         ----------------------------
         Gifford Mabie, Director