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 small business issuer in its charter)

         Oklahoma                                            73-1554121
         --------                                            ----------
 (State of incorporation)                               (IRS Employer ID No.)

                            9202 South Toledo Avenue
                              Tulsa, Oklahoma 74137
              (Address of Principal Executive Offices and Zip Code)

                                Ronald C. Kaufman
                           Kaufman & Associates, PLLC
                          624 South Boston, 10th Floor
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463
            (Name, address and telephone number of agent for service)

                                  With Copy To:
                                Ronald C. Kaufman
                           Kaufman & Associates, PLLC
                          624 South Boston, Suite 1070
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463
<TABLE>
                                                                                      Proposed     Proposed
                                                                                       Maximum      Maximum
                                                                  Amount to be        Offering    Aggregate        Amount of
                                                                    Registered       Price per     Offering     Registration
Title of Securities to be Registered                                                 Share (3)        Price          Fee (4)
----------------------------------------------------------------- ----------------- ------------ ------------ --------------
<S>                                                               <C>                 <C>        <C>                <C>
Common Stock, $0.001 par value..................................    2,000,000 (1)      $0.07        $140,000          $12.88
Common Stock, $0.001 par value, issuable
     upon exercise of options...................................   19,000,000 (2)      $0.07      $1,330,000         $122.36
                                                                  ------------                                --------------
                                                                   21,000,000                                        $135.24
                                                                  ------------                                --------------
</TABLE>

(1)  Represents  shares  of  common  stock  being  offered  for sale by  selling
     security  holders.  These shares were acquired in transactions  exempt from
     registration. See "Selling Security Holders".

(2)  Represents  shares of common  stock  issuable  upon  exercise of options by
     selling security holders. See "Selling Security Holders."

(3)  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.

(4)  Fees are calculated by multiplying the aggregate  offering price by .000092
     pursuant to Section 6(b) of the Securities Act.


<PAGE>


                                   PROSPECTUS

                                  CENTREX, INC.

                            9202 South Toledo Avenue
                                 Tulsa, OK 74137
                                 (918) 494-2880

                                  THE OFFERING

         This prospectus covers the offering and sale of up to 2,000,000 shares
of common stock by certain Selling Security Holders and up to 19,000,000
additional shares of common stock that are issuable upon the exercise of options
by certain Selling Security Holders.

         The Selling Security Holders may sell their common stock from time to
time in the over-the-counter market at the prevailing market price or in
negotiated transactions. We will receive no proceeds from the sale of common
stock by the Selling Security Holders, however, if the Selling Security Holders
exercise their options, we may receive up to $803,000 from such exercise.

         Our common stock is quoted over-the-counter under the symbol "CNEX". On
April 3, 2003 the average of the high and low prices of the common stock was
$0.07 per share.

         THIS INVESTMENT involves a high degree of risk. You should invest in
the common stock only if you can afford to lose your entire investment. See
"Risk Factors" beginning on page 6 of this prospectus.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

                  The date of this prospectus is April 4, 2003


         Please read this prospectus carefully. It describes our company,
finances, products and services. Federal and state securities laws require that
we include in this prospectus all the important information that you will need
to make an investment decision.

         You should rely only on the information contained or incorporated by
reference in this prospectus to make your investment decision. We have not
authorized anyone to provide you with different information. The Selling
Security Holders are not offering these securities in any state where the offer
is not permitted. You should not assume that the information in this prospectus
is accurate as of any date other than the date on the front page of this
prospectus.

                                       2

<PAGE>


The following table of contents has been designed to help you find important
information contained in this prospectus. We encourage you to read the entire
prospectus.


                                TABLE OF CONTENTS

PROSPECTUS SUMMARY..........................................................4
USE OF PROCEEDS............................................................12
DETERMINATION OF OFFERING PRICE............................................12
PLAN OF DISTRIBUTION.......................................................13
DESCRIPTION OF SECURITIES..................................................14
INTEREST OF NAMED EXPERTS AND COUNSEL......................................14
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................14
AVAILABLE INFORMATION......................................................15
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.............................15




                                       3
<PAGE>



                               PROSPECTUS SUMMARY

         Centrex is a development-stage company incorporated on October 6, 1998
in Oklahoma. The Company has not been involved in bankruptcy, receivership or
any similar proceeding. The Company owns an exclusive worldwide license to
Single Molecule Detection, a technology that was invented at Los Alamos National
Laboratory ("Los Alamos" or "LANL"). The technology is owned by the University
of California (the "University"), which conducts research at LANL. The
technology is designed to rapidly detect bacteria or viruses by matching the DNA
of the organism. We entered into a development agreement with the University and
LANL to build a prototype system that enables rapid detection of harmful
pathogens, including potential biothreat agents.

         As a development-stage company, we presently do not have any products
for sale. If LANL is successful in building a prototype system, it may take us
several more years before we have a commercially viable product. We may not be
successful in developing any products based on the single-molecule detection
technology. Our business is subject to numerous risks and uncertainties that are
more fully described in "RISK FACTORS".

         Principal Products and Services and Their Markets
         Our planned product is designed to be an easy-to-use system to analyze
complex biological samples in disposable cartridges, and to rapidly and
automatically perform the steps necessary for sophisticated molecular biological
procedures. We are focusing our efforts on those applications where rapid DNA
testing is particularly important, such as biothreat detection, food processing,
and water supply markets. If the single molecule detection technology is
commercialized, we believe that potential customers for our proposed device
include commercial air carriers, the United States Postal Service, Federal
office buildings, commercial office buildings, military, state and local
government buildings, sports arenas, and shipping terminals, food processors and
water treatment systems.

         Industry Background
Nucleic acids are molecules found inside cells. Nucleic acids, such as DNA and
RNA, contain the unique blueprint, or genes, of each living creature. Advances
in molecular biology have led to the development of techniques for reading the
genome and for detecting the presence of a known DNA sequence. Today, the most
widely used method for DNA analysis is first to amplify, or grow more of, the
target DNA and subsequently to detect the DNA with the use of fluorescent dyes.
The most common method of DNA amplification is polymerase chain reaction, or
PCR.

         Limitations of Current Detection Methods
         Highly Skilled Technicians; Special Laboratory Required. Currently
available methods require skilled scientists and technicians in a special
laboratory setting, including, in many cases, separate rooms to prevent
contamination of one sample by another.

         Large and Inflexible Equipment. Most currently available equipment is
large and inflexible and is typically configured to accommodate only one assay,
or test, procedure.


         Long Time to Result. Current sample preparation, amplification and
detection technologies rely on manual or semi-automated processes that often
require days to complete.


         Sensitivity Constraints. Existing technologies accept and process only
very small sample volumes, forcing laboratory technicians to spend significant
effort in concentrating larger samples in order to obtain the required level of
sensitivity.


         Lack of Integration. We believe that current amplification and
detection systems do not integrate sample preparation or the extraction,
purification and concentration of DNA or RNA into their processes.


         In summary, DNA testing is currently a complicated, time-consuming
process that requires expensive specialized equipment and highly-trained staff.
We believe that DNA testing will only achieve its full market potential upon the
development of advanced instruments and integrated processes that are both rapid
and automated.

                                       4
<PAGE>

         THE CENTREX SOLUTION
         We believe that the single molecule detection technology represents a
significant improvement to existing DNA detection methods for the following
reasons:

         No Amplification Is Necessary--Because the single molecule detection
technology is able to detect the most minute levels of DNA, down to a single
molecule, no amplification of the target DNA is necessary. This is a benefit not
only in terms of time, but in terms of minimizing the likelihood of false
positive/negative results that are common with conventional testing methods.

         Designed for Portability and Ease of Use. Our system is designed to be
easy to use, enabling non-scientific personnel to conduct sophisticated DNA
analysis. Our system is designed to be portable and to operate in a wide range
of environments, such as airplanes, office buildings, factories or combat zones.

         Designed to Produce Rapid Results--Because no amplification is needed,
results can be produced more rapidly than conventional testing methods.

         Modular and Flexible System Design--Our system is designed to run
several different types of assays simultaneously. Our system is designed to be
modular, enabling us to build products to meet the needs of a variety of
potential markets.

Distribution Methods
         If the single molecule detection technology is developed into a
commercially viable product, we intend to enter into agreements with third
parties to market, sell and distribute our product. We may not be able to
establish or maintain third-party relationships on a commercially reasonable
basis, if at all. In addition, these third parties may have similar or more
established relationships with our competitors. If we do not enter into
relationships with third parties to market, sell and distribute our planned
product, we will need to develop our own such capabilities. We have no
experience in developing, training or managing a sales force. See "RISK
FACTORS."

Competitive Business Conditions
         We expect to encounter intense competition from vendors of PCR-based
testing products, such as Cephid and Applied Biosystems. In order to compete
against vendors of conventional products, we will need to demonstrate the
advantages of our products over alternative well-established technologies and
products. We will also need to demonstrate the potential economic value of our
products relative to these conventional technologies and products.

         In many instances, our competitors have or will have substantially
greater financial, technical, research and other resources and larger, more
established marketing, sales, distribution and service organizations. Moreover,
competitors will have greater name recognition than we do, and may offer
discounts as a competitive tactic. We cannot assure you that our competitors
will not succeed in developing or marketing technologies or products that are
more effective or commercially attractive than our products, or that would
render our technologies and products obsolete. Also, we may not have the
financial resources, technical expertise or marketing, distribution or support
capabilities to compete successfully in the future.

Intellectual Property and Other Agreements

         Exclusive License Agreement with University of California.
         ---------------------------------------------------------
         On February 25, 2002, the Company and the University of California
entered into a modified license agreement, whereby the Company was granted
exclusive rights to the DNA-based single-molecule detection technology for all
fields of use. The Company paid a modification fee of $15,000, which was
recorded as an expense, and agreed to pay $10,000 within thirty (30) days of
issuance of a patent.

         Pursuant to the modified license agreement, the University of
California will receive a royalty equal to three and one half percent (3.5%) of
net sales of products using the DNA-based microbial detection system, and any
additions, extensions and improvements thereto; an annual license fee of $5,000
payable in advance on January 2 for each year the license agreement is in
effect; and 50% of other payments, including sublicense issue and annual fees


                                       5

<PAGE>

received from sublicense(s) in consideration for the licensed invention. The
royalty obligation will cease after the expiration of the last patent that
covers the licensed intellectual property. If a U.S. patent is not issued, then
the Company intends to renegotiate its license agreement with the University of
California.

         Patent Applications related to single molecule detection method.
         ---------------------------------------------------------------
         The single molecule detection method is owned by the University of
California, and in December of 1999, they filed a U.S. patent application. The
initial ruling by the U.S. Patent & Trademark Office rejected the claims in the
patent application, however, the University of California has filed an appeal.
The appeals process is lengthy and there is no assurance that the appeal will be
successful or that a U.S. patent will be issued. The University of California
has filed international patent applications for the single molecule detection
method in Canada, Europe, and Japan. No international patents have been issued
and there is no assurance that any will be issued. See "RISK FACTORS."

         Payable to University of California pursuant to revised development
         -------------------------------------------------------------------
agreement
---------
         The revised development agreement obligates the Company to pay
$640,226, of which $142,280 was paid upon signing of the agreement. The balance
is payable in monthly installments of $35,570. There is no assurance that the
Company will have sufficient capital to fund the monthly installments as they
come due. According to the terms of the Modified License, the University of
California may have the right to terminate the license if the Company is unable
to pay the monthly payments required by the development agreement. See "RISK
FACTORS."

GOVERNMENT REGULATION
The Company is not presently aware of any government approval required before
the Company's planned products can be sold in the United States, the Company's
initial geographic market. There is no assurance the Company's planned product
is not subject to government approval either now or in the future.

NUMBER OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES
          The Company presently employs its Chief Executive Officer on a
part-time basis, and the Company has entered into consulting agreements with
three individuals to provide accounting, financial reporting and administrative
support services, on a part-time basis, through December 31, 2003. The Company
has entered into an agreement with Jack Luchese to become the Company's new
Chief Executive Officer on a full-time basis if the Company is successful in
raising at least $2,000,000 on or before January 1, 2004. Mr. Luchese expects to
be a consultant to the Company and Dr. Coughlin expects to remain as CEO until
such time as the funding condition of Mr. Luchese's employment agreement has
been satisfied. See "RISK FACTORS".

                                  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.

RISKS RELATED TO OUR TECHNOLOGY

If We Do Not Obtain The Necessary Funds To Pay The Monthly Obligation Pursuant
To The Revised Development Agreement, Los Alamos May Not Complete The
Development Of The Prototype And They May Have The Right To Terminate The
License.  This Could Have A Material Adverse Effect On Our Future Prospects.
         The revised development agreement, whereby Los Alamos has agreed to
make a prototype of our planned product, requires that the Company pay them
$35,570 per month for fifteen months. The Company presently does not have the
funds necessary to fund the monthly obligation. If the Company is not successful
in raising the capital necessary to fund the monthly obligation, then Los Alamos
may not complete the development of a prototype of our

                                       6

<PAGE>

product and they may have the right to terminate the license, which could have a
material adverse effect on the Company's future prospects.

Any Unforseen Development Issues Could Give Competitors The Time To Develop
Technology Similar To Ours And To Introduce A Competing Product Before Our
Product Can Be Commercialized. This Could Harm Our Future Prospects.
         The estimated development time by Los Alamos for our planned product is
18-24 months. Even if Los Alamos is successful in completing a prototype, it
could be several more years before we have a commercially viable product. Any
significant delay in funding the monthly obligation, funding commercialization
efforts or any unforeseen development issues could give competitors the time to
develop technology similar to ours and to introduce a competing product before
our planned product is commercialized. This could harm our future prospects.

There Is No Guarantee That The Single Molecule Detection Technology Will Work Or
Be Commercially Viable.
         Our proposed product requires further research, development,
laboratory testing, demonstration of commercial scale manufacturing, and
possibly regulatory approval before the proposed product can be proven to be
commercially viable. Potential products that appear to be promising at early
stages of development may not reach the market for a number of reasons.
Such reasons include the possibilities that the potential product may be
ineffective, or unsafe, or difficult or uneconomical to manufacture on a
large scale, fail to achieve market acceptance or are precluded from
commercialization by proprietary rights of third parties. We cannot predict with
any degree of certainty when, or if, the research, development, testing, and/or
regulatory approval process (if required) will be completed. Our product
development efforts may be unsuccessful. The failure of our research and
development activities to result in a commercially viable product would
materially adversely affect our future prospects.

If A U.S. Patent for the Single Molecule Detection Technology Is Not Issued,
Competitors Will Be Able To Copy and Sell Products Similar To Ours Without
Paying A Royalty. This Could Have A Materially Negative Effect On Our Ability to
Compete.
         The single molecule detection method is owned by the University of
California. On December 3, 1999 they filed a U.S. patent application covering
the technology. The Company has learned that the University received an initial
ruling by the U.S. Patent & Trademark Office rejecting the claims in the patent
application, however, we believe that the University has filed an appeal. The
appeals process is lengthy and there is no assurance that the appeal will be
successful or that a U.S. patent will be issued. The University of California
has filed patent applications in Canada, Europe, and Japan. No patents have been
issued and there is no assurance that any will be issued. If a U.S. patent is
not issued, then we have no protection for the technology for our primary
geographic market. If our planned product is commercialized, the lack of U.S. or
foreign patent protection could allow competitors to copy and sell products
similar to our without paying a royalty. This could negatively affect our
ability to compete.

The Single Molecule Detection Method Is Licensed To Us by A Third Party. If We
Are Unable To Continue To License This Technology, Our Future Prospects Could Be
Harmed.
         We license the single molecule detection method from the University of
California. To maintain our license with them we must enter into a development
agreement with the University, pay them $5,000 each year the license is in
effect and pay 3.5% royalties on product sales and 50% of payments received from
sublicensees. Our failure to fulfill any term of the license agreement is
grounds for the University to terminate the license. The technology we license
from them would be difficult to replace. The loss of the technology license
would result in delays in the availability of our planned products until
equivalent technology, if available, is identified, licensed and integrated.
This could harm our future prospects.

Because We Rely On Third Parties for Research and Development Activities
Necessary to Commercialize Our Product, We Have Less Direct Control Over Those
Activities. This Could Have A Materially Adverse Effect On Our Future Prospects.
         We do not maintain our own laboratory and we do not employ our own
researchers. We have contracted with third parties in the past to conduct
research and development activities and we expect to continue to do so in the
future. Because we rely on third parties for our research and development
activities, we have less direct control over those activities and can not assure
you that the research will be done properly or in a timely manner, or that the
results will be reproducible. Our inability to conduct research and development
may delay or impair our ability to

                                       7
<PAGE>

commercialize  the  technology.  The cost and time to  establish  or  locate  an
alternative  research and development  facility to develop our technology  could
have a materially adverse effect on our future prospects.

If We Are Unable to  Adequately  Protect or Enforce  Our Rights to  Intellectual
Property, We May Lose Valuable Rights,  Experience Reduced Market Share, If Any,
or Incur Costly Litigation to Protect Such Rights.
         We generally require our employees, consultants, advisors and
collaborators to execute appropriate confidentiality agreements with us. These
agreements typically provide that all materials and confidential information
developed or made known to the individual during the course of the individual's
relationship with us is to be kept confidential and not disclosed to third
parties except in specific circumstances. These agreements may be breached, and
in some instances, we may not have an appropriate remedy available for breach of
the agreements. Furthermore, our competitors may independently develop
substantial equivalent proprietary information and techniques, reverse engineer
our information and techniques, or otherwise gain access to our proprietary
technology. In addition, the laws of some foreign countries may not protect our
proprietary rights to the same extent as U.S. law. We may be unable to
meaningfully protect our rights in trade secrets, technical know-how and other
non-patented technology.

         We may have to resort to litigation to protect our rights for certain
intellectual property, or to determine their scope, validity or enforceability.
Enforcing or defending our rights is expensive in terms of dollars and
management time and such efforts may not prove successful. There is always a
risk that patents, if issued, may be subsequently invalidated, either in whole
or in part, and this could diminish or extinguish protection for the technology
we license. Any failure to enforce or protect our rights could cause us to lose
the ability to exclude others from using our technology to develop or sell
competing products.

We May Be Sued By Third  Parties Who Claim That Our Product  Infringes  On Their
Intellectual Property Rights. Defending An Infringement Lawsuit Is Costly and We
May Not Have Adequate Resources to Defend. Any Settlement or Judgment Against Us
Could Harm Our Future Prospects.
         We may be exposed to future litigation by third parties based on claims
that our technology, product or activity infringes on the intellectual property
rights of others or that we have misappropriated the trade secrets of others.
This risk is compounded by the fact that the validity and breadth of claims
covered in technology patents in general and the breadth and scope of trade
secret protection involves complex legal and factual questions for which
important legal principles are unresolved. Any litigation or claims against us,
whether or not valid, could result in substantial costs, could place a
significant strain on our financial and managerial resources, and could harm our
reputation. Our license agreement with the University of California requires
that we pay the costs associated with initiating an infringement claim and
defending counterclaims by the infringer. In addition, intellectual property
litigation or claims could force us to do one or more of the following:

        -     cease selling, incorporating or using any of our technology and/or
              products that incorporate the challenged intellectual property,
              which could adversely affect our revenue;
        -     obtain a license from the holder of the infringed intellectual
              property right, which license may be costly or may not be
              available on reasonable terms, if at all; or
        -     redesign our products, which would be costly and time consuming.

The U.S. Government Retains Certain Rights To The Detection Technology, Which If
Exercised, Could Limit Our Ability To Compete.

         Technologies developed with funds provided by the United States
government have restrictions regarding where they may be sold and have limits
on exclusivity. The technology may only be allowed to be sold or manufactured
within the United States. In addition, under Section 23 of the United States
Code, the U.S. government has the right to use technologies that it has funded
regardless of whether the technology has been licensed to a third party.

         The U.S. Government has a nonexclusive, nontransferable, irrevocable,
paid-up license to practice or to have practiced through the world, for or on
behalf of the U.S. Government, inventions covered by the University's patent
rights, and has certain other rights under 35 U.S.C. 200-212. The U.S.
Department of Energy has the right to require us to grant a nonexclusive,
partially exclusive or exclusive license under the patent rights in any field of
use

                                       8
<PAGE>
to a responsible  applicant or applicants.  Such regulations may limit the value
of the technology to us and may reduce our ability to compete.

RISKS RELATED TO OUR BUSINESS

Because We Have No Products for Sale, We Do Not Generate Revenue, Therefore, Our
Auditors Doubt Our Ability To Continue As A Going Concern
      Because the Company's planned product is in the development stage, the
Company has no revenue, earnings or cash flow to be self-sustaining. The
Auditors have stated in their opinion to the audited financial statements that
"the Company is a development stage company with insufficient revenues to fund
development and operating expenses. This condition raises substantial doubt
about its ability to continue as a going concern." Our failure to obtain the
funding necessary to commercialize our planned product will have a material
adverse effect on our business, financial condition, and on the price of our
common stock.

We May Have Difficulty  Raising Capital When We Need It, Or At All. Raising Such
Capital May Dilute Stockholder Value.
       Our business currently does not generate any sales from our proposed
product. The Company must Complete additional financing initiatives in 2003 to
generate the liquidity necessary to continue its operations. Due to the current
economic conditions, the Company may not be able to secure additional financing
on terms it deems acceptable. If the Company obtains additional funds by selling
any of its equity securities, the percentage ownership of our stockholders will
be reduced, stockholders may experience substantial dilution, or the equity
securities may have rights, preferences or privileges senior to the common
stock. If adequate funds are not available to the Company on satisfactory terms,
the Company may be required to limit or cease its research and development
activities or other operations, or otherwise modify its business strategy,
which could materially harm our business.

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
generate revenue, or to achieve or maintain profitable operations.


Our Limited Operating History Makes Evaluating Our Stock More Difficult
         You can only evaluate our business based on a limited operating
history. Since inception, we have engaged primarily in research and development,
technology licensing, seeking grants, and raising capital. This limited history
may not be adequate to enable you to fully assess our ability to develop our
technologies and proposed products and to achieve market acceptance of our
proposed products and to respond to competition.


We Have No Experience in Product Manufacturing. We May Not Be Able To
Manufacture Our Planned Product In Sufficient Quantities At An Acceptable Cost,
Or At All, Which Could Harm Our Future Prospects.
         We remain in the research and development phase of product
commercialization. Accordingly, if our planned product becomes available for
commercial sale, we will need to establish the capability to manufacture it. We
have no experience in establishing, supervising or conducting commercial
manufacturing. If we fail to adequately establish, supervise and conduct all
aspects of the manufacturing process, we may not be able to commercialize our
product. We do not presently own manufacturing facilities to provide commercial
quantities of our planned product. We may not be able to manufacture our planned
product in sufficient quantities at an acceptable cost, or at all, which could
materially adversely affect our future prospects.

         We presently plan to rely on third party contractors to manufacture our
planned product. This may expose us to the risk of not being able to directly
oversee the production and quality of the manufacturing process. Furthermore,
these contractors, whether foreign or domestic, may experience regulatory
compliance difficulty, mechanical shutdowns, employee strikes, or any other
unforeseeable acts that may delay or prevent production.

                                       9
<PAGE>

We Have No Experience in Product Marketing, Sales or Distribution. We May Not Be
Able To Market And Distribute Our Planned Product, Which Could Harm Our Future
Prospects.
         We have no experience in marketing or distributing our planned product.
We have not yet established marketing, sales or distribution capabilities for
our planned product. Until such time as our product is further along in its
development, we do not plan to devote any meaningful time and resources to
establishing such capabilities. At the appropriate time, we intend to enter into
agreements with third parties to market, sell and distribute our product.
However, we may be unable to establish or maintain third-party relationships on
a commercially reasonable basis, if at all. In addition, these third parties may
have similar or more established relationships with our competitors.

         If we do not enter into relationships with third parties to market,
sell and distribute our planned product, we will need to develop our own such
capabilities. We have no experience in developing, training or managing a sales
force. If we choose to establish a direct sales force, we will incur substantial
additional expenses in developing, training and managing such an organization.
We may not be able to build a sales force on a cost effective basis or at all.
Any such direct marketing and sales efforts may prove to be unsuccessful. In
addition, we will compete with many other companies that currently have
extensive and well-funded marketing and sales operations. Our marketing and
sales efforts may be unable to compete against these other companies. We may be
unable to establish a sufficient sales and marketing organization on a timely
basis, if at all.

         We may be unable to engage qualified distributors. Even if engaged,
they may fail to satisfy financial or contractual obligations to us. They may
fail to adequately market our products. They may cease operations with little or
no notice to us or they may offer, design, manufacture or promote competing
products.

The Loss Of The Services Of Our Current CEO And Other  Personnel  Could Harm Our
Business.
         The Company's current CEO, Dr. Thomas Coughlin, and certain consultants
are presently providing services without cash compensation. The loss of their
services could have a material adverse effect on our operations, as hiring
replacements would most likely involve the payment of salaries, for which we do
not currently have the financial resources. Our inability to hire suitable
replacements could have a material adverse effect on our ability to continue
operating. The loss of their services or our inability to retain such
experienced personnel could have a material adverse effect on our business
prospects.

Because Our Current CEO Does Not Work For Us Full-Time, Our Business Could Take
Longer To Develop.
         The Company's current CEO, Dr. Thomas Coughlin, and administrative
personnel do not work for us on a full-time basis. As a result, our business
could take longer to develop. Dr. Coughlin expects to devote about 20 hours per
week to our business activities.

Our Agreement With Jack Luchese To Become Our Full-Time CEO Depends On The
Company Successfully Raising At Least $2,000,000 On Or Before January 1, 2004.
We May Not Be Successful In Raising Such Funds.
        The Company has entered into an agreement with Jack Luchese to become
the Company's new Chief Executive Officer on a full-time basis if the Company
is successful in raising at least $2,000,000 on or before January 1, 2004.
Mr. Luchese expects to be a consultant to the Company until the earlier of
January 1, 2004 or when the Company has raised at least $2,000,000.
Dr. Coughlin expects to remain as CEO until such time as the funding condition
of Mr. Luchese's employment agreement has been satisfied. If the funding
condition is satisfied, Dr. Coughlin expects to become a technical advisor
to the Company. We may not be successful in fulfilling the funding condition of
our agreement with Mr. Luchese.

We Are In  Litigation  With Our  Former  Counsel . The Cost Of This  Litigation,
Including  The Diversion Of  Management's  Time,  Could Have A Material  Adverse
Effect On Our Business.
         The Company is a plaintiff in a lawsuit filed in the district court of
Tulsa County on January 24, 2002 against Frederick Slicker, the Company's former
corporate counsel. Slicker then filed a countersuit against the Company and
others that have indemnification agreements with the Company. The Company is a
third-party defendant in a lawsuit filed by Slicker against the Company's former
transfer agent, Nevada Agency & Trust ("Nevada Agency"). The lawsuit alleges
that Nevada Agency took various actions against Slicker that resulted in damages
to him. Nevada Agency alleges that its actions are covered by an indemnification
provision in its transfer agent agreement with the Company and thus the Company
is responsible for Nevada Agency's attorney's fees and any potential damages
that may be due to Slicker. The Company disputes this position. The cost of this
litigation, including the diversion of management time and resources, as well as
any adverse trial or jury verdicts could result in a material loss to the
Company. The costs and other effects of this litigation, including claims,
settlements, judgments, and changes in

                                       10
<PAGE>

those matters,  could have a material adverse effect on the Company's  business,
financial  condition and operating results.  At this time, the Company is unable
to predict the outcome of the present litigation and cannot reasonably  estimate
a range of possible loss given the current status of the cases.

RISKS RELATED TO OUR INDUSTRY

The Market for Our Planned  Product is Rapidly  Changing  and  Competitive.  New
Products  May Be  Developed By Others Which Could Impair Our Ability To Develop,
Grow Or Maintain Our Business and Be Competitive.
         Our industry is subject to rapid and substantial technological change.
Developments by others may render our technology and planned product
noncompetitive or obsolete, or we may be unable to keep pace with technological
developments or other market factors. Competition from other biotechnology
companies, universities, government research organizations and others
diversifying into the field is intense and is expected to increase. Many of
these entities have significantly greater research and development capabilities
and budgets than we do, as well as substantially more marketing, manufacturing,
financial and managerial resources. These entities could represent significant
competition for us. Acquisitions of, or investments in, competing biotechnology
companies by large corporations could increase such competitors' financial,
marketing, manufacturing and other resources.

         We are a development-stage Company and as such our resources are
limited and we may experience technical challenges inherent in developing our
technology. Competitors have developed or are in the process of developing
technologies that are, or in the future may be, the basis for competition. Our
competitors may use different methods to detect biological pathogens in a manner
that is more effective and less costly than our planned product and, therefore,
present a serious competitive threat to us.

Our  Planned  Product,  If  Successfully  Commercialized,  Could Be  Exposed  To
Significant Product Liability Claims Which Could Be Time Consuming And Costly To
Defend,  Divert Management  Attention and Adversely Impact Our Ability To Obtain
and Maintain Insurance Coverage, Which Could Jeopardize Our License.
         The testing, manufacture, marketing and sale of our planned product
will involve an inherent risk that product liability claims will be asserted
against us. We currently have a general liability policy with an annual
aggregate limit of $2 million with a $1 million limit per occurrence. We
currently do not have insurance which relates to product liability, but intend
to seek and obtain insurance to cover product liability before sales of our
planned product commence. Even if we obtain such insurance, it may prove
inadequate to cover claims and/or litigation costs. The costs and availability
of such insurance are unknown. Product liability claims or other claims related
to our planned product, regardless of their outcome, could require us to spend
significant time and money in litigation or to pay significant settlement
amounts or judgments. Any successful product liability or other claim may
prevent us from obtaining adequate liability insurance in the future on
commercially desirable or reasonable terms. In addition, product liability
coverage may cease to be available in sufficient amounts or at an acceptable
cost. Any inability to obtain sufficient insurance coverage at an acceptable
cost or otherwise to protect against potential product liability claims could
prevent or inhibit the commercialization of our planned product. Failure to
obtain or maintain a minimum of $1 million of product liability insurance
immediately prior to the first sale of our planned product or at any time
thereafter will be considered a material breach of our license agreement with
the University of California which could lead to termination of the license. A
product liability claim could also significantly harm our reputation and delay
market acceptance of our planned product.

RISKS RELATED TO THIS OFFERING

Our Stock Price Is Volatile And Your Investment In Our Securities  Could Decline
In Value, Resulting In Substantial Losses To You.
         The market price of our common stock, which is quoted over the counter,
has been, and may continue to be, highly volatile. Our common stock has been
trading only since December 23, 2001 and has experienced extreme fluctuations
in price. The high and low range of closing prices of our common stock since
December 23, 2001 are $1.75 per share to $0.03 per share. Factors such as
announcements of product development progress, financings, technological
innovations or new products, either by us or by our competitors or third
parties, as well as market conditions within the biotech industry may have a
significant impact on the market price of our common stock. In general,
biotechnology stocks tend to be volatile even during periods of relative market
stability because of the high

                                       11
<PAGE>

rates  of  failure  and  substantial   funding   requirements   associated  with
biotechnology  companies.  Market conditions and conditions of the biotechnology
sector could also negatively impact the price of our common stock.

Your Ownership Interest May Be Diluted And The Value Of The Shares Of Our Common
Stock May Decline As A Result Of The Exercise Of Stock Options And Warrants We
Have Granted Or May Grant In The Future.
         On April 4, 2003, the Company had outstanding options to purchase up to
22,350,000 shares of common stock at exercise prices ranging from $0.001 to
$0.05 per share, of which 19,000,000 shares of common stock are being offered by
Selling Security Holders. On April 4, 2003, the Company had outstanding warrants
to purchase up to 3,223,000 shares of common stock at an exercise price of
$0.05 per share. The issuance and sale of these shares of common stock will
dilute the ownership interest of investors and may cause the market value of
our common stock to decline.

The  Preferred  Stock Owned By Jack  Luchese Is  Convertible  Into Common  Stock
Representing 15% Of The Company's Issued And Outstanding  Shares Of Common Stock
At The Date Of  Conversion.  If Mr.  Luchese  Converts His Preferred  Stock Into
Common Stock, His Ownership May Allow Him To Exercise Substantial Influence Over
Our Business And The Election Of Directors.
         Jack Luchese, a consultant to the Company, recently purchased 100,000
shares of our preferred stock. If Mr. Luchese becomes the Company's new CEO,
which depends on the Company raising at least $2,000,000 on or before January 1,
2004, the preferred stock is convertible into shares of common stock
representing 15% of the Company's issued and outstanding shares of common stock
at the date of conversion. If and when Mr. Luchese becomes the Company's new CEO
and if he converts his preferred stock into common stock, his ownership may
allow him to exercise substantial influence over our business and the election
of directors. If the Company has not raised at least $2,000,000 on or before
January 1, 2004, Mr. Luchese will not become CEO and the Company can repurchase
50,000 shares of Mr. Luchese's preferred stock at a purchase price of $25,000.
Mr. Luchese will then own preferred stock convertible into shares of common
stock representing 7.5% of the Company's issued and outstanding shares of common
stock at the date of conversion. If Mr. Luchese converts his preferred stock
into common stock, his ownership may allow him to exercise substantial influence
over our business and the election of directors.

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.


                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the shares by the
Selling Security Holders. If the Selling Security Holders exercise their options
and warrants, however, we may receive up to $803,000 of proceeds, which we
intend to use for funding the development agreement with the University of
California and for working capital.


                         DETERMINATION OF OFFERING PRICE

         The Selling Security Holders may sell their shares from time to time at
prevailing market prices. The offering price of the securities for registration
fee purposes was calculated pursuant to Rule 457(c) and/or (g) of the Act and
was not computed based on the assets, historical operating performance or other
conventional means and should not be construed to indicate any relationship
thereto. In establishing the offering price for registration fee purposes, we
relied on the average of the high and low prices of our common stock on April 3,
2003 as reflected in the over-the-counter (OTC) marketplace, which was $0.07 per
share.

                                       12

<PAGE>


                            SELLING SECURITY HOLDERS

         The shares being offered by the Selling Security Holder's were acquired
by them in private sales transactions exempt from registration. The following
table and discussion sets forth certain information with respect to the selling
security holders.
<TABLE>
----------------------- ---------------- ----------------- ---------------- ------------ --------------- -------------
Selling Security        Relationship            Shares of        Shares of    Number of       Shares of    Percent of
Holder                  with Company         Common Stock     Common Stock       Shares    Common Stock        Shares
                        during past          Owned Before    Issuable Upon      Offered     Owned After   Owned After
                        three years         this Offering      Exercise of                This Offering  Offering (1)
                                                               Options (2)                          (1)
----------------------- ---------------- ----------------- ---------------- ------------ --------------- -------------
<S>                     <C>                 <C>                 <C>          <C>             <C>               <C>
Gifford Mabie           Consultant             515,000           3,500,000    3,500,000         515,000             *
Rhonda Vincent          Consultant             200,000           3,500,000    3,500,000         200,000             *
Dean Guise              Consultant           2,000,000                   0    2,000,000               0             *
Vicki Pippin            Consultant             475,000           3,500,000    3,500,000         475,000             *
Thomas Coughlin         Officer              1,079,000(3)        5,000,000    5,000,000       1,079,000         1.64%
Ronald Kaufman          Legal Counsel          484,100           6,000,000    3,000,000         484,100             *
Kara Greuel             Consultant             400,000             500,000      500,000         400,000             *

</TABLE>
(1)  Assumes  all common  shares are sold  pursuant  to this  offering.  Selling
     shareholder,  however,  may  choose to sell  only a portion  or none of his
     shares of common stock. Gifford Mabie, Rhonda Vincent,  Thomas Coughlin and
     Vicki  Pippin  have  agreed to limit  sales of common  stock in open market
     sales to a value of $5,000 per month until  December 31,  2003.  Dean Guise
     and Ronald Kaufman have no agreements,  arrangements or understandings with
     respect to the sale of any of the shares of common stock.

(2)  Options may be  exercised  only if said  exercise  would not place  Selling
     Security Holder's  beneficial  ownership in excess of 9.9% of the Company's
     outstanding shares.

*    Less than 1% of the shares outstanding after the offering.


                              PLAN OF DISTRIBUTION

         We are registering securities on behalf of the Selling Security
Holders. All costs, expenses and fees in connection with the registration of
such securities will be paid by us. We estimate such costs, expenses and fees to
be $2,500. Brokerage commissions and similar selling expenses, if any,
attributable to the sale of securities will be paid by the Selling Security
Holders.

         The Selling Security Holders may sell up to 21,000,000 shares of
common stock from time to time, of which 19,000,000 shares of common stock are
issuable upon the exercise of options. Each Selling Security Holder may sell his
or her shares (1) in market transactions 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. Each Selling Security Holder may
also pledge his shares from time to time, and the lender may sell the shares
upon foreclosure.

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

         Each Selling Security Holder may sell the shares at a negotiated price
or at the market price or both. He may sell his shares directly to a purchaser
or he may use a broker. If a broker is used, the Selling Security Holder may pay
a brokerage fee or commission or he may sell the shares to the broker at a
discount from the market price. The purchaser 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 the
Selling Security Holders for the sale of any of their shares.

         Each Selling Security Holder and broker-dealers, if any, acting in
connection with sales by the Selling Security Holder 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.


                                       13
<PAGE>

         We have advised the selling shareholder that the anti-manipulative
rules under the Exchange Act, which are set forth in Regulation M, may apply to
his sales in the market. We have furnished the Selling Security Holders 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.


                            DESCRIPTION OF SECURITIES

         Centrex is authorized to issue up to 250,000,000 shares of common
stock, par value $0.001 per share, of which 45,603,800 shares were issued and
outstanding prior to this offering. Centrex is also authorized to issue up to
5,000,000 shares of Preferred Stock, par value $0.001 per share, of which there
were 100,000 shares issued and outstanding prior to this offering.

         Voting Rights. Holders of shares of common stock and preferred stock
are entitled to one vote per share on all matters submitted to a vote of the
shareholders. Neither common stock nor preferred stock has cumulative voting
rights, which means that the holders of a majority of the shareholder votes
eligible to vote and voting for the election for the Board of Directors can
elect all members of the Board of Directors. Holders of a majority of the issued
and outstanding shares of Common Stock may take action by written consent
without a meeting.

         Dividend Rights. Holders of record of shares of common stock are
entitled to receive dividends which and if declared by the Board of Directors.
To date, Centrex has not paid cash dividends on its common stock. Holders of
common stock are entitled to receive such dividends as may be declared and paid
from time to time by the Board of Directors out of funds legally available for
dividends. Centrex intends to retain any earnings from the operation and
expansion of its business and does not anticipate paying cash dividends in the
foreseeable future. Any future determination as to the payment of cash dividends
will depend upon future earnings, results of operations, capital requirements,
Centrex's financial condition and such other factors as the Board of Directors
may consider.

         Liquidation Rights. Upon any liquidation, dissolution or winding up of
Centrex, holders of share of common stock are entitled to receive pro rata all
of the assets of Centrex available for distribution to shareholders after
liabilities are paid and distributions are made to the holders of Centrex's
preferred stock.

         Preemptive Rights. Holders of common stock do not have any preemptive
rights to subscribe for or to purchase any stock, obligations or other
securities of Centex.


                      INTEREST OF NAMED EXPERTS AND COUNSEL

         Ronald Kaufman, of Kaufman & Associates PLLC, owns an option to
purchase up to 3,000,000 shares of our common stock, which is included in this
registration statement.


                 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-QSB for the period ended September 30, 2002 filed with the
          SEC on November 14, 2002

     2.   Our Form 10-QSB for the period  ended June 30, 2002 filed with the SEC
          on August 19, 2002

     3.   Our Form 10-QSB for the period ended March 30, 2002 filed with the
          SEC on May 15, 2002

     4.   Our Form  10-KSB for the year ended  December  31, 2001 filed with the
          SEC on April 14, 2002

                                       14
<PAGE>

         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 Dr. Thomas R.
Coughlin, Jr., President, Centrex, Inc., 9202 South Toledo Avenue, Tulsa,
Oklahoma 74137, telephone (918) 494-2880, if you wish to receive any of such
material.


                              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 review such information at the SEC's website,
www.sec.gov.

         You may also read and copy any materials the Company files with the SEC
at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330.

         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.


            DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
                           SECURITIES ACT LIABILITIES

         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.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

         We hereby incorporate, or will be deemed to have incorporated, herein
by reference the following documents:

     (1)  Our Quarterly Report on Form 10-QSB for the period ended September 30,
          2002 and filed with the SEC on November 14, 2002.

     (2)  Our Quarterly Report on Form 10-QSB for the period ended June 30, 2002
          and filed with the SEC on August 19, 2002.

     (3)  Our  Quarterly  Report on Form  10-QSB for the period  ended March 31,
          2002 and filed with the SEC on May 15, 2002.

                                       15
<PAGE>

     (4)  Our Form 10-KSB for the period ended  December 31, 2001 and filed with
          the SEC on April 14, 2002


         Each document filed subsequent to the date of this registration
statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 and prior to the filing of a 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 in this
registration statement by reference and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Ronald Kaufman, of Kaufman & Associates PLLC, owns an option to
purchase up to 3,000,000 shares of our common stock, which is included in this
registration statement.

Item 6. Indemnification of Officers and Directors.

         Our Certificate of Incorporation and Bylaws provide for indemnification
to the full extent permitted by Oklahoma law of all persons we have the power to
indemnify under Oklahoma law. Such indemnification is not deemed to be exclusive
of any other rights to which those indemnified may be entitled, under any bylaw,
agreement, vote of stockholders or otherwise. The indemnification provisions of
our Certificate of Incorporation and Bylaws may reduce the likelihood of
derivative litigation against our directors and officers for breach of their
fiduciary duties, even though such action, if successful, might otherwise
benefit us and our stockholders.

         We have entered into separate written indemnification agreements with
our officers, directors, consultants and others. These agreements provide that
we will indemnify each person for acts committed in their capacities and for
virtually all other claims for which a contractual indemnity might be
enforceable.

Item 7. Exemption from Registration Claimed.

         Not Applicable.

Item 8. Exhibits.

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

        5.1      Opinion of Kaufman & Associates

        23.1     Consent of Tullius Taylor Sartain & Sartain LLP

        23.2     Consent of Kaufman & Associates, PLLC (included in Exhibit 5.1)




                                       16

<PAGE>

Item 9. Undertakings.

         (a) The undersigned registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

         (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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; and

         (3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act 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 the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       17
<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 State of Oklahoma, on this 4th day of April, 2003.

                                                 CENTREX, INC.


                                                 By: /s/ Thomas R. Coughlin, Jr.
                                                 -------------------------------
                                                 Thomas R. Coughlin, Jr.
                                                 Chief Executive Officer


                                       18
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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 small business issuer in its charter)

         Oklahoma                                            73-1554121
         --------                                            ----------
 (State of incorporation)                               (IRS Employer ID No.)

                            9202 South Toledo Avenue
                              Tulsa, Oklahoma 74137
              (Address of Principal Executive Offices and Zip Code)

                                Ronald C. Kaufman
                           Kaufman & Associates, PLLC
                          624 South Boston, 10th Floor
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463
            (Name, address and telephone number of agent for service)

                                  With Copy To:
                                Ronald C. Kaufman
                           Kaufman & Associates, PLLC
                          624 South Boston, Suite 1070
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463

                                                                                      Proposed     Proposed
                                                                                       Maximum      Maximum
                                                                  Amount to be        Offering    Aggregate        Amount of
                                                                    Registered       Price per     Offering     Registration
Title of Securities to be Registered                                                 Share (3)        Price          Fee (4)
----------------------------------------------------------------- ----------------- ------------ ------------ --------------
Common Stock, $0.001 par value..................................    2,000,000 (1)      $0.07        $140,000          $12.88
Common Stock, $0.001 par value, issuable
     upon exercise of options...................................   19,000,000 (2)      $0.07      $1,330,000         $122.36
                                                                  ------------                                --------------
                                                                   21,000,000                                        $135.24
                                                                  ------------                                --------------
(1)  Represents  shares  of  common  stock  being  offered  for sale by  selling
     security  holders.  These shares were acquired in transactions  exempt from
     registration. See "Selling Security Holders".

(2)  Represents  shares of common  stock  issuable  upon  exercise of options by
     selling security holders. See "Selling Security Holders."

(3)  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.

(4)  Fees are calculated by multiplying the aggregate  offering price by .000092
     pursuant to Section 6(b) of the Securities Act.
PROSPECTUS

                                  CENTREX, INC.

                            9202 South Toledo Avenue
                                 Tulsa, OK 74137
                                 (918) 494-2880

                                  THE OFFERING

         This prospectus covers the offering and sale of up to 2,000,000 shares
of common stock by certain Selling Security Holders and up to 19,000,000
additional shares of common stock that are issuable upon the exercise of options
by certain Selling Security Holders.

         The Selling Security Holders may sell their common stock from time to
time in the over-the-counter market at the prevailing market price or in
negotiated transactions. We will receive no proceeds from the sale of common
stock by the Selling Security Holders, however, if the Selling Security Holders
exercise their options, we may receive up to $803,000 from such exercise.

         Our common stock is quoted over-the-counter under the symbol "CNEX". On
April 3, 2003 the average of the high and low prices of the common stock was
$0.07 per share.

         THIS INVESTMENT involves a high degree of risk. You should invest in
the common stock only if you can afford to lose your entire investment. See
"Risk Factors" beginning on page 6 of this prospectus.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

                  The date of this prospectus is April 4, 2003

         Please read this prospectus carefully. It describes our company,
finances, products and services. Federal and state securities laws require that
we include in this prospectus all the important information that you will need
to make an investment decision.

         You should rely only on the information contained or incorporated by
reference in this prospectus to make your investment decision. We have not
authorized anyone to provide you with different information. The Selling
Security Holders are not offering these securities in any state where the offer
is not permitted. You should not assume that the information in this prospectus
is accurate as of any date other than the date on the front page of this
prospectus.

                                       2
The following table of contents has been designed to help you find important
information contained in this prospectus. We encourage you to read the entire
prospectus.

                                TABLE OF CONTENTS

PROSPECTUS SUMMARY..........................................................4
USE OF PROCEEDS............................................................12
DETERMINATION OF OFFERING PRICE............................................12
PLAN OF DISTRIBUTION.......................................................13
DESCRIPTION OF SECURITIES..................................................14
INTEREST OF NAMED EXPERTS AND COUNSEL......................................14
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................14
AVAILABLE INFORMATION......................................................15
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.............................15

                                       3
PROSPECTUS SUMMARY

         Centrex is a development-stage company incorporated on October 6, 1998
in Oklahoma. The Company has not been involved in bankruptcy, receivership or
any similar proceeding. The Company owns an exclusive worldwide license to
Single Molecule Detection, a technology that was invented at Los Alamos National
Laboratory ("Los Alamos" or "LANL"). The technology is owned by the University
of California (the "University"), which conducts research at LANL. The
technology is designed to rapidly detect bacteria or viruses by matching the DNA
of the organism. We entered into a development agreement with the University and
LANL to build a prototype system that enables rapid detection of harmful
pathogens, including potential biothreat agents.

         As a development-stage company, we presently do not have any products
for sale. If LANL is successful in building a prototype system, it may take us
several more years before we have a commercially viable product. We may not be
successful in developing any products based on the single-molecule detection
technology. Our business is subject to numerous risks and uncertainties that are
more fully described in "RISK FACTORS".

         Principal Products and Services and Their Markets
         Our planned product is designed to be an easy-to-use system to analyze
complex biological samples in disposable cartridges, and to rapidly and
automatically perform the steps necessary for sophisticated molecular biological
procedures. We are focusing our efforts on those applications where rapid DNA
testing is particularly important, such as biothreat detection, food processing,
and water supply markets. If the single molecule detection technology is
commercialized, we believe that potential customers for our proposed device
include commercial air carriers, the United States Postal Service, Federal
office buildings, commercial office buildings, military, state and local
government buildings, sports arenas, and shipping terminals, food processors and
water treatment systems.

         Industry Background
Nucleic acids are molecules found inside cells. Nucleic acids, such as DNA and
RNA, contain the unique blueprint, or genes, of each living creature. Advances
in molecular biology have led to the development of techniques for reading the
genome and for detecting the presence of a known DNA sequence. Today, the most
widely used method for DNA analysis is first to amplify, or grow more of, the
target DNA and subsequently to detect the DNA with the use of fluorescent dyes.
The most common method of DNA amplification is polymerase chain reaction, or
PCR.

         Limitations of Current Detection Methods
         Highly Skilled Technicians; Special Laboratory Required. Currently
available methods require skilled scientists and technicians in a special
laboratory setting, including, in many cases, separate rooms to prevent
contamination of one sample by another.

         Large and Inflexible Equipment. Most currently available equipment is
large and inflexible and is typically configured to accommodate only one assay,
or test, procedure.

         Long Time to Result. Current sample preparation, amplification and
detection technologies rely on manual or semi-automated processes that often
require days to complete.

         Sensitivity Constraints. Existing technologies accept and process only
very small sample volumes, forcing laboratory technicians to spend significant
effort in concentrating larger samples in order to obtain the required level of
sensitivity.

         Lack of Integration. We believe that current amplification and
detection systems do not integrate sample preparation or the extraction,
purification and concentration of DNA or RNA into their processes.

         In summary, DNA testing is currently a complicated, time-consuming
process that requires expensive specialized equipment and highly-trained staff.
We believe that DNA testing will only achieve its full market potential upon the
development of advanced instruments and integrated processes that are both rapid
and automated.

                                       4
THE CENTREX SOLUTION
         We believe that the single molecule detection technology represents a
significant improvement to existing DNA detection methods for the following
reasons:

         No Amplification Is Necessary--Because the single molecule detection
technology is able to detect the most minute levels of DNA, down to a single
molecule, no amplification of the target DNA is necessary. This is a benefit not
only in terms of time, but in terms of minimizing the likelihood of false
positive/negative results that are common with conventional testing methods.

         Designed for Portability and Ease of Use. Our system is designed to be
easy to use, enabling non-scientific personnel to conduct sophisticated DNA
analysis. Our system is designed to be portable and to operate in a wide range
of environments, such as airplanes, office buildings, factories or combat zones.

         Designed to Produce Rapid Results--Because no amplification is needed,
results can be produced more rapidly than conventional testing methods.

         Modular and Flexible System Design--Our system is designed to run
several different types of assays simultaneously. Our system is designed to be
modular, enabling us to build products to meet the needs of a variety of
potential markets.

Distribution Methods
         If the single molecule detection technology is developed into a
commercially viable product, we intend to enter into agreements with third
parties to market, sell and distribute our product. We may not be able to
establish or maintain third-party relationships on a commercially reasonable
basis, if at all. In addition, these third parties may have similar or more
established relationships with our competitors. If we do not enter into
relationships with third parties to market, sell and distribute our planned
product, we will need to develop our own such capabilities. We have no
experience in developing, training or managing a sales force. See "RISK
FACTORS."

Competitive Business Conditions
         We expect to encounter intense competition from vendors of PCR-based
testing products, such as Cephid and Applied Biosystems. In order to compete
against vendors of conventional products, we will need to demonstrate the
advantages of our products over alternative well-established technologies and
products. We will also need to demonstrate the potential economic value of our
products relative to these conventional technologies and products.

         In many instances, our competitors have or will have substantially
greater financial, technical, research and other resources and larger, more
established marketing, sales, distribution and service organizations. Moreover,
competitors will have greater name recognition than we do, and may offer
discounts as a competitive tactic. We cannot assure you that our competitors
will not succeed in developing or marketing technologies or products that are
more effective or commercially attractive than our products, or that would
render our technologies and products obsolete. Also, we may not have the
financial resources, technical expertise or marketing, distribution or support
capabilities to compete successfully in the future.

Intellectual Property and Other Agreements

         Exclusive License Agreement with University of California.
         ---------------------------------------------------------
         On February 25, 2002, the Company and the University of California
entered into a modified license agreement, whereby the Company was granted
exclusive rights to the DNA-based single-molecule detection technology for all
fields of use. The Company paid a modification fee of $15,000, which was
recorded as an expense, and agreed to pay $10,000 within thirty (30) days of
issuance of a patent.

         Pursuant to the modified license agreement, the University of
California will receive a royalty equal to three and one half percent (3.5%) of
net sales of products using the DNA-based microbial detection system, and any
additions, extensions and improvements thereto; an annual license fee of $5,000
payable in advance on January 2 for each year the license agreement is in
effect; and 50% of other payments, including sublicense issue and annual fees

                                       5
received from sublicense(s) in consideration for the licensed invention. The
royalty obligation will cease after the expiration of the last patent that
covers the licensed intellectual property. If a U.S. patent is not issued, then
the Company intends to renegotiate its license agreement with the University of
California.

         Patent Applications related to single molecule detection method.
         ---------------------------------------------------------------
         The single molecule detection method is owned by the University of
California, and in December of 1999, they filed a U.S. patent application. The
initial ruling by the U.S. Patent & Trademark Office rejected the claims in the
patent application, however, the University of California has filed an appeal.
The appeals process is lengthy and there is no assurance that the appeal will be
successful or that a U.S. patent will be issued. The University of California
has filed international patent applications for the single molecule detection
method in Canada, Europe, and Japan. No international patents have been issued
and there is no assurance that any will be issued. See "RISK FACTORS."

         Payable to University of California pursuant to revised development
         -------------------------------------------------------------------
agreement
---------
         The revised development agreement obligates the Company to pay
$640,226, of which $142,280 was paid upon signing of the agreement. The balance
is payable in monthly installments of $35,570. There is no assurance that the
Company will have sufficient capital to fund the monthly installments as they
come due. According to the terms of the Modified License, the University of
California may have the right to terminate the license if the Company is unable
to pay the monthly payments required by the development agreement. See "RISK
FACTORS."

GOVERNMENT REGULATION
The Company is not presently aware of any government approval required before
the Company's planned products can be sold in the United States, the Company's
initial geographic market. There is no assurance the Company's planned product
is not subject to government approval either now or in the future.

NUMBER OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES
          The Company presently employs its Chief Executive Officer on a
part-time basis, and the Company has entered into consulting agreements with
three individuals to provide accounting, financial reporting and administrative
support services, on a part-time basis, through December 31, 2003. The Company
has entered into an agreement with Jack Luchese to become the Company's new
Chief Executive Officer on a full-time basis if the Company is successful in
raising at least $2,000,000 on or before January 1, 2004. Mr. Luchese expects to
be a consultant to the Company and Dr. Coughlin expects to remain as CEO until
such time as the funding condition of Mr. Luchese's employment agreement has
been satisfied. See "RISK FACTORS".

                                  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.

RISKS RELATED TO OUR TECHNOLOGY

If We Do Not Obtain The Necessary Funds To Pay The Monthly Obligation Pursuant
To The Revised Development Agreement, Los Alamos May Not Complete The
Development Of The Prototype And They May Have The Right To Terminate The
License.  This Could Have A Material Adverse Effect On Our Future Prospects.
         The revised development agreement, whereby Los Alamos has agreed to
make a prototype of our planned product, requires that the Company pay them
$35,570 per month for fifteen months. The Company presently does not have the
funds necessary to fund the monthly obligation. If the Company is not successful
in raising the capital necessary to fund the monthly obligation, then Los Alamos
may not complete the development of a prototype of our

                                       6
product and they may have the right to terminate the license, which could have a
material adverse effect on the Company's future prospects.

Any Unforseen Development Issues Could Give Competitors The Time To Develop
Technology Similar To Ours And To Introduce A Competing Product Before Our
Product Can Be Commercialized. This Could Harm Our Future Prospects.
         The estimated development time by Los Alamos for our planned product is
18-24 months. Even if Los Alamos is successful in completing a prototype, it
could be several more years before we have a commercially viable product. Any
significant delay in funding the monthly obligation, funding commercialization
efforts or any unforeseen development issues could give competitors the time to
develop technology similar to ours and to introduce a competing product before
our planned product is commercialized. This could harm our future prospects.

There Is No Guarantee That The Single Molecule Detection Technology Will Work Or
Be Commercially Viable.
         Our proposed product requires further research, development,
laboratory testing, demonstration of commercial scale manufacturing, and
possibly regulatory approval before the proposed product can be proven to be
commercially viable. Potential products that appear to be promising at early
stages of development may not reach the market for a number of reasons.
Such reasons include the possibilities that the potential product may be
ineffective, or unsafe, or difficult or uneconomical to manufacture on a
large scale, fail to achieve market acceptance or are precluded from
commercialization by proprietary rights of third parties. We cannot predict with
any degree of certainty when, or if, the research, development, testing, and/or
regulatory approval process (if required) will be completed. Our product
development efforts may be unsuccessful. The failure of our research and
development activities to result in a commercially viable product would
materially adversely affect our future prospects.

If A U.S. Patent for the Single Molecule Detection Technology Is Not Issued,
Competitors Will Be Able To Copy and Sell Products Similar To Ours Without
Paying A Royalty. This Could Have A Materially Negative Effect On Our Ability to
Compete.
         The single molecule detection method is owned by the University of
California. On December 3, 1999 they filed a U.S. patent application covering
the technology. The Company has learned that the University received an initial
ruling by the U.S. Patent & Trademark Office rejecting the claims in the patent
application, however, we believe that the University has filed an appeal. The
appeals process is lengthy and there is no assurance that the appeal will be
successful or that a U.S. patent will be issued. The University of California
has filed patent applications in Canada, Europe, and Japan. No patents have been
issued and there is no assurance that any will be issued. If a U.S. patent is
not issued, then we have no protection for the technology for our primary
geographic market. If our planned product is commercialized, the lack of U.S. or
foreign patent protection could allow competitors to copy and sell products
similar to our without paying a royalty. This could negatively affect our
ability to compete.

The Single Molecule Detection Method Is Licensed To Us by A Third Party. If We
Are Unable To Continue To License This Technology, Our Future Prospects Could Be
Harmed.
         We license the single molecule detection method from the University of
California. To maintain our license with them we must enter into a development
agreement with the University, pay them $5,000 each year the license is in
effect and pay 3.5% royalties on product sales and 50% of payments received from
sublicensees. Our failure to fulfill any term of the license agreement is
grounds for the University to terminate the license. The technology we license
from them would be difficult to replace. The loss of the technology license
would result in delays in the availability of our planned products until
equivalent technology, if available, is identified, licensed and integrated.
This could harm our future prospects.

Because We Rely On Third Parties for Research and Development Activities
Necessary to Commercialize Our Product, We Have Less Direct Control Over Those
Activities. This Could Have A Materially Adverse Effect On Our Future Prospects.
         We do not maintain our own laboratory and we do not employ our own
researchers. We have contracted with third parties in the past to conduct
research and development activities and we expect to continue to do so in the
future. Because we rely on third parties for our research and development
activities, we have less direct control over those activities and can not assure
you that the research will be done properly or in a timely manner, or that the
results will be reproducible. Our inability to conduct research and development
may delay or impair our ability to

                                       7
commercialize  the  technology.  The cost and time to  establish  or  locate  an
alternative  research and development  facility to develop our technology  could
have a materially adverse effect on our future prospects.

If We Are Unable to  Adequately  Protect or Enforce  Our Rights to  Intellectual
Property, We May Lose Valuable Rights,  Experience Reduced Market Share, If Any,
or Incur Costly Litigation to Protect Such Rights.
         We generally require our employees, consultants, advisors and
collaborators to execute appropriate confidentiality agreements with us. These
agreements typically provide that all materials and confidential information
developed or made known to the individual during the course of the individual's
relationship with us is to be kept confidential and not disclosed to third
parties except in specific circumstances. These agreements may be breached, and
in some instances, we may not have an appropriate remedy available for breach of
the agreements. Furthermore, our competitors may independently develop
substantial equivalent proprietary information and techniques, reverse engineer
our information and techniques, or otherwise gain access to our proprietary
technology. In addition, the laws of some foreign countries may not protect our
proprietary rights to the same extent as U.S. law. We may be unable to
meaningfully protect our rights in trade secrets, technical know-how and other
non-patented technology.

         We may have to resort to litigation to protect our rights for certain
intellectual property, or to determine their scope, validity or enforceability.
Enforcing or defending our rights is expensive in terms of dollars and
management time and such efforts may not prove successful. There is always a
risk that patents, if issued, may be subsequently invalidated, either in whole
or in part, and this could diminish or extinguish protection for the technology
we license. Any failure to enforce or protect our rights could cause us to lose
the ability to exclude others from using our technology to develop or sell
competing products.

We May Be Sued By Third  Parties Who Claim That Our Product  Infringes  On Their
Intellectual Property Rights. Defending An Infringement Lawsuit Is Costly and We
May Not Have Adequate Resources to Defend. Any Settlement or Judgment Against Us
Could Harm Our Future Prospects.
         We may be exposed to future litigation by third parties based on claims
that our technology, product or activity infringes on the intellectual property
rights of others or that we have misappropriated the trade secrets of others.
This risk is compounded by the fact that the validity and breadth of claims
covered in technology patents in general and the breadth and scope of trade
secret protection involves complex legal and factual questions for which
important legal principles are unresolved. Any litigation or claims against us,
whether or not valid, could result in substantial costs, could place a
significant strain on our financial and managerial resources, and could harm our
reputation. Our license agreement with the University of California requires
that we pay the costs associated with initiating an infringement claim and
defending counterclaims by the infringer. In addition, intellectual property
litigation or claims could force us to do one or more of the following:

        -     cease selling, incorporating or using any of our technology and/or
              products that incorporate the challenged intellectual property,
              which could adversely affect our revenue;
        -     obtain a license from the holder of the infringed intellectual
              property right, which license may be costly or may not be
              available on reasonable terms, if at all; or
        -     redesign our products, which would be costly and time consuming.

The U.S. Government Retains Certain Rights To The Detection Technology, Which If
Exercised, Could Limit Our Ability To Compete.

         Technologies developed with funds provided by the United States
government have restrictions regarding where they may be sold and have limits
on exclusivity. The technology may only be allowed to be sold or manufactured
within the United States. In addition, under Section 23 of the United States
Code, the U.S. government has the right to use technologies that it has funded
regardless of whether the technology has been licensed to a third party.

         The U.S. Government has a nonexclusive, nontransferable, irrevocable,
paid-up license to practice or to have practiced through the world, for or on
behalf of the U.S. Government, inventions covered by the University's patent
rights, and has certain other rights under 35 U.S.C. 200-212. The U.S.
Department of Energy has the right to require us to grant a nonexclusive,
partially exclusive or exclusive license under the patent rights in any field of
use

                                       8
to a responsible  applicant or applicants.  Such regulations may limit the value
of the technology to us and may reduce our ability to compete.

RISKS RELATED TO OUR BUSINESS

Because We Have No Products for Sale, We Do Not Generate Revenue, Therefore, Our
Auditors Doubt Our Ability To Continue As A Going Concern
      Because the Company's planned product is in the development stage, the
Company has no revenue, earnings or cash flow to be self-sustaining. The
Auditors have stated in their opinion to the audited financial statements that
"the Company is a development stage company with insufficient revenues to fund
development and operating expenses. This condition raises substantial doubt
about its ability to continue as a going concern." Our failure to obtain the
funding necessary to commercialize our planned product will have a material
adverse effect on our business, financial condition, and on the price of our
common stock.

We May Have Difficulty  Raising Capital When We Need It, Or At All. Raising Such
Capital May Dilute Stockholder Value.
       Our business currently does not generate any sales from our proposed
product. The Company must Complete additional financing initiatives in 2003 to
generate the liquidity necessary to continue its operations. Due to the current
economic conditions, the Company may not be able to secure additional financing
on terms it deems acceptable. If the Company obtains additional funds by selling
any of its equity securities, the percentage ownership of our stockholders will
be reduced, stockholders may experience substantial dilution, or the equity
securities may have rights, preferences or privileges senior to the common
stock. If adequate funds are not available to the Company on satisfactory terms,
the Company may be required to limit or cease its research and development
activities or other operations, or otherwise modify its business strategy,
which could materially harm our business.

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
generate revenue, or to achieve or maintain profitable operations.

Our Limited Operating History Makes Evaluating Our Stock More Difficult
         You can only evaluate our business based on a limited operating
history. Since inception, we have engaged primarily in research and development,
technology licensing, seeking grants, and raising capital. This limited history
may not be adequate to enable you to fully assess our ability to develop our
technologies and proposed products and to achieve market acceptance of our
proposed products and to respond to competition.

We Have No Experience in Product Manufacturing. We May Not Be Able To
Manufacture Our Planned Product In Sufficient Quantities At An Acceptable Cost,
Or At All, Which Could Harm Our Future Prospects.
         We remain in the research and development phase of product
commercialization. Accordingly, if our planned product becomes available for
commercial sale, we will need to establish the capability to manufacture it. We
have no experience in establishing, supervising or conducting commercial
manufacturing. If we fail to adequately establish, supervise and conduct all
aspects of the manufacturing process, we may not be able to commercialize our
product. We do not presently own manufacturing facilities to provide commercial
quantities of our planned product. We may not be able to manufacture our planned
product in sufficient quantities at an acceptable cost, or at all, which could
materially adversely affect our future prospects.

         We presently plan to rely on third party contractors to manufacture our
planned product. This may expose us to the risk of not being able to directly
oversee the production and quality of the manufacturing process. Furthermore,
these contractors, whether foreign or domestic, may experience regulatory
compliance difficulty, mechanical shutdowns, employee strikes, or any other
unforeseeable acts that may delay or prevent production.

                                       9
We Have No Experience in Product Marketing, Sales or Distribution. We May Not Be
Able To Market And Distribute Our Planned Product, Which Could Harm Our Future
Prospects.
         We have no experience in marketing or distributing our planned product.
We have not yet established marketing, sales or distribution capabilities for
our planned product. Until such time as our product is further along in its
development, we do not plan to devote any meaningful time and resources to
establishing such capabilities. At the appropriate time, we intend to enter into
agreements with third parties to market, sell and distribute our product.
However, we may be unable to establish or maintain third-party relationships on
a commercially reasonable basis, if at all. In addition, these third parties may
have similar or more established relationships with our competitors.

         If we do not enter into relationships with third parties to market,
sell and distribute our planned product, we will need to develop our own such
capabilities. We have no experience in developing, training or managing a sales
force. If we choose to establish a direct sales force, we will incur substantial
additional expenses in developing, training and managing such an organization.
We may not be able to build a sales force on a cost effective basis or at all.
Any such direct marketing and sales efforts may prove to be unsuccessful. In
addition, we will compete with many other companies that currently have
extensive and well-funded marketing and sales operations. Our marketing and
sales efforts may be unable to compete against these other companies. We may be
unable to establish a sufficient sales and marketing organization on a timely
basis, if at all.

         We may be unable to engage qualified distributors. Even if engaged,
they may fail to satisfy financial or contractual obligations to us. They may
fail to adequately market our products. They may cease operations with little or
no notice to us or they may offer, design, manufacture or promote competing
products.

The Loss Of The Services Of Our Current CEO And Other  Personnel  Could Harm Our
Business.
         The Company's current CEO, Dr. Thomas Coughlin, and certain consultants
are presently providing services without cash compensation. The loss of their
services could have a material adverse effect on our operations, as hiring
replacements would most likely involve the payment of salaries, for which we do
not currently have the financial resources. Our inability to hire suitable
replacements could have a material adverse effect on our ability to continue
operating. The loss of their services or our inability to retain such
experienced personnel could have a material adverse effect on our business
prospects.

Because Our Current CEO Does Not Work For Us Full-Time, Our Business Could Take
Longer To Develop.
         The Company's current CEO, Dr. Thomas Coughlin, and administrative
personnel do not work for us on a full-time basis. As a result, our business
could take longer to develop. Dr. Coughlin expects to devote about 20 hours per
week to our business activities.

Our Agreement With Jack Luchese To Become Our Full-Time CEO Depends On The
Company Successfully Raising At Least $2,000,000 On Or Before January 1, 2004.
We May Not Be Successful In Raising Such Funds.
        The Company has entered into an agreement with Jack Luchese to become
the Company's new Chief Executive Officer on a full-time basis if the Company
is successful in raising at least $2,000,000 on or before January 1, 2004.
Mr. Luchese expects to be a consultant to the Company until the earlier of
January 1, 2004 or when the Company has raised at least $2,000,000.
Dr. Coughlin expects to remain as CEO until such time as the funding condition
of Mr. Luchese's employment agreement has been satisfied. If the funding
condition is satisfied, Dr. Coughlin expects to become a technical advisor
to the Company. We may not be successful in fulfilling the funding condition of
our agreement with Mr. Luchese.

We Are In  Litigation  With Our  Former  Counsel . The Cost Of This  Litigation,
Including  The Diversion Of  Management's  Time,  Could Have A Material  Adverse
Effect On Our Business.
         The Company is a plaintiff in a lawsuit filed in the district court of
Tulsa County on January 24, 2002 against Frederick Slicker, the Company's former
corporate counsel. Slicker then filed a countersuit against the Company and
others that have indemnification agreements with the Company. The Company is a
third-party defendant in a lawsuit filed by Slicker against the Company's former
transfer agent, Nevada Agency & Trust ("Nevada Agency"). The lawsuit alleges
that Nevada Agency took various actions against Slicker that resulted in damages
to him. Nevada Agency alleges that its actions are covered by an indemnification
provision in its transfer agent agreement with the Company and thus the Company
is responsible for Nevada Agency's attorney's fees and any potential damages
that may be due to Slicker. The Company disputes this position. The cost of this
litigation, including the diversion of management time and resources, as well as
any adverse trial or jury verdicts could result in a material loss to the
Company. The costs and other effects of this litigation, including claims,
settlements, judgments, and changes in

                                       10
those matters,  could have a material adverse effect on the Company's  business,
financial  condition and operating results.  At this time, the Company is unable
to predict the outcome of the present litigation and cannot reasonably  estimate
a range of possible loss given the current status of the cases.

RISKS RELATED TO OUR INDUSTRY

The Market for Our Planned  Product is Rapidly  Changing  and  Competitive.  New
Products  May Be  Developed By Others Which Could Impair Our Ability To Develop,
Grow Or Maintain Our Business and Be Competitive.
         Our industry is subject to rapid and substantial technological change.
Developments by others may render our technology and planned product
noncompetitive or obsolete, or we may be unable to keep pace with technological
developments or other market factors. Competition from other biotechnology
companies, universities, government research organizations and others
diversifying into the field is intense and is expected to increase. Many of
these entities have significantly greater research and development capabilities
and budgets than we do, as well as substantially more marketing, manufacturing,
financial and managerial resources. These entities could represent significant
competition for us. Acquisitions of, or investments in, competing biotechnology
companies by large corporations could increase such competitors' financial,
marketing, manufacturing and other resources.

         We are a development-stage Company and as such our resources are
limited and we may experience technical challenges inherent in developing our
technology. Competitors have developed or are in the process of developing
technologies that are, or in the future may be, the basis for competition. Our
competitors may use different methods to detect biological pathogens in a manner
that is more effective and less costly than our planned product and, therefore,
present a serious competitive threat to us.

Our  Planned  Product,  If  Successfully  Commercialized,  Could Be  Exposed  To
Significant Product Liability Claims Which Could Be Time Consuming And Costly To
Defend,  Divert Management  Attention and Adversely Impact Our Ability To Obtain
and Maintain Insurance Coverage, Which Could Jeopardize Our License.
         The testing, manufacture, marketing and sale of our planned product
will involve an inherent risk that product liability claims will be asserted
against us. We currently have a general liability policy with an annual
aggregate limit of $2 million with a $1 million limit per occurrence. We
currently do not have insurance which relates to product liability, but intend
to seek and obtain insurance to cover product liability before sales of our
planned product commence. Even if we obtain such insurance, it may prove
inadequate to cover claims and/or litigation costs. The costs and availability
of such insurance are unknown. Product liability claims or other claims related
to our planned product, regardless of their outcome, could require us to spend
significant time and money in litigation or to pay significant settlement
amounts or judgments. Any successful product liability or other claim may
prevent us from obtaining adequate liability insurance in the future on
commercially desirable or reasonable terms. In addition, product liability
coverage may cease to be available in sufficient amounts or at an acceptable
cost. Any inability to obtain sufficient insurance coverage at an acceptable
cost or otherwise to protect against potential product liability claims could
prevent or inhibit the commercialization of our planned product. Failure to
obtain or maintain a minimum of $1 million of product liability insurance
immediately prior to the first sale of our planned product or at any time
thereafter will be considered a material breach of our license agreement with
the University of California which could lead to termination of the license. A
product liability claim could also significantly harm our reputation and delay
market acceptance of our planned product.

RISKS RELATED TO THIS OFFERING

Our Stock Price Is Volatile And Your Investment In Our Securities  Could Decline
In Value, Resulting In Substantial Losses To You.
         The market price of our common stock, which is quoted over the counter,
has been, and may continue to be, highly volatile. Our common stock has been
trading only since December 23, 2001 and has experienced extreme fluctuations
in price. The high and low range of closing prices of our common stock since
December 23, 2001 are $1.75 per share to $0.03 per share. Factors such as
announcements of product development progress, financings, technological
innovations or new products, either by us or by our competitors or third
parties, as well as market conditions within the biotech industry may have a
significant impact on the market price of our common stock. In general,
biotechnology stocks tend to be volatile even during periods of relative market
stability because of the high

                                       11
rates  of  failure  and  substantial   funding   requirements   associated  with
biotechnology  companies.  Market conditions and conditions of the biotechnology
sector could also negatively impact the price of our common stock.

Your Ownership Interest May Be Diluted And The Value Of The Shares Of Our Common
Stock May Decline As A Result Of The Exercise Of Stock Options And Warrants We
Have Granted Or May Grant In The Future.
         On April 4, 2003, the Company had outstanding options to purchase up to
22,350,000 shares of common stock at exercise prices ranging from $0.001 to
$0.05 per share, of which 19,000,000 shares of common stock are being offered by
Selling Security Holders. On April 4, 2003, the Company had outstanding warrants
to purchase up to 3,223,000 shares of common stock at an exercise price of
$0.05 per share. The issuance and sale of these shares of common stock will
dilute the ownership interest of investors and may cause the market value of
our common stock to decline.

The  Preferred  Stock Owned By Jack  Luchese Is  Convertible  Into Common  Stock
Representing 15% Of The Company's Issued And Outstanding  Shares Of Common Stock
At The Date Of  Conversion.  If Mr.  Luchese  Converts His Preferred  Stock Into
Common Stock, His Ownership May Allow Him To Exercise Substantial Influence Over
Our Business And The Election Of Directors.
         Jack Luchese, a consultant to the Company, recently purchased 100,000
shares of our preferred stock. If Mr. Luchese becomes the Company's new CEO,
which depends on the Company raising at least $2,000,000 on or before January 1,
2004, the preferred stock is convertible into shares of common stock
representing 15% of the Company's issued and outstanding shares of common stock
at the date of conversion. If and when Mr. Luchese becomes the Company's new CEO
and if he converts his preferred stock into common stock, his ownership may
allow him to exercise substantial influence over our business and the election
of directors. If the Company has not raised at least $2,000,000 on or before
January 1, 2004, Mr. Luchese will not become CEO and the Company can repurchase
50,000 shares of Mr. Luchese's preferred stock at a purchase price of $25,000.
Mr. Luchese will then own preferred stock convertible into shares of common
stock representing 7.5% of the Company's issued and outstanding shares of common
stock at the date of conversion. If Mr. Luchese converts his preferred stock
into common stock, his ownership may allow him to exercise substantial influence
over our business and the election of directors.

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.

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the shares by the
Selling Security Holders. If the Selling Security Holders exercise their options
and warrants, however, we may receive up to $803,000 of proceeds, which we
intend to use for funding the development agreement with the University of
California and for working capital.

                         DETERMINATION OF OFFERING PRICE

         The Selling Security Holders may sell their shares from time to time at
prevailing market prices. The offering price of the securities for registration
fee purposes was calculated pursuant to Rule 457(c) and/or (g) of the Act and
was not computed based on the assets, historical operating performance or other
conventional means and should not be construed to indicate any relationship
thereto. In establishing the offering price for registration fee purposes, we
relied on the average of the high and low prices of our common stock on April 3,
2003 as reflected in the over-the-counter (OTC) marketplace, which was $0.07 per
share.

                                       12
SELLING SECURITY HOLDERS

         The shares being offered by the Selling Security Holder's were acquired
by them in private sales transactions exempt from registration. The following
table and discussion sets forth certain information with respect to the selling
security holders.

----------------------- ---------------- ----------------- ---------------- ------------ --------------- -------------
Selling Security        Relationship            Shares of        Shares of    Number of       Shares of    Percent of
Holder                  with Company         Common Stock     Common Stock       Shares    Common Stock        Shares
                        during past          Owned Before    Issuable Upon      Offered     Owned After   Owned After
                        three years         this Offering      Exercise of                This Offering  Offering (1)
                                                               Options (2)                          (1)
----------------------- ---------------- ----------------- ---------------- ------------ --------------- -------------
Gifford Mabie           Consultant             515,000           3,500,000    3,500,000         515,000             *
Rhonda Vincent          Consultant             200,000           3,500,000    3,500,000         200,000             *
Dean Guise              Consultant           2,000,000                   0    2,000,000               0             *
Vicki Pippin            Consultant             475,000           3,500,000    3,500,000         475,000             *
Thomas Coughlin         Officer              1,079,000(3)        5,000,000    5,000,000       1,079,000         1.64%
Ronald Kaufman          Legal Counsel          484,100           6,000,000    3,000,000         484,100             *
Kara Greuel             Consultant             400,000             500,000      500,000         400,000             *
(1)  Assumes  all common  shares are sold  pursuant  to this  offering.  Selling
     shareholder,  however,  may  choose to sell  only a portion  or none of his
     shares of common stock. Gifford Mabie, Rhonda Vincent,  Thomas Coughlin and
     Vicki  Pippin  have  agreed to limit  sales of common  stock in open market
     sales to a value of $5,000 per month until  December 31,  2003.  Dean Guise
     and Ronald Kaufman have no agreements,  arrangements or understandings with
     respect to the sale of any of the shares of common stock.

(2)  Options may be  exercised  only if said  exercise  would not place  Selling
     Security Holder's  beneficial  ownership in excess of 9.9% of the Company's
     outstanding shares.

*    Less than 1% of the shares outstanding after the offering.

                              PLAN OF DISTRIBUTION

         We are registering securities on behalf of the Selling Security
Holders. All costs, expenses and fees in connection with the registration of
such securities will be paid by us. We estimate such costs, expenses and fees to
be $2,500. Brokerage commissions and similar selling expenses, if any,
attributable to the sale of securities will be paid by the Selling Security
Holders.

         The Selling Security Holders may sell up to 21,000,000 shares of
common stock from time to time, of which 19,000,000 shares of common stock are
issuable upon the exercise of options. Each Selling Security Holder may sell his
or her shares (1) in market transactions 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. Each Selling Security Holder may
also pledge his shares from time to time, and the lender may sell the shares
upon foreclosure.

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

         Each Selling Security Holder may sell the shares at a negotiated price
or at the market price or both. He may sell his shares directly to a purchaser
or he may use a broker. If a broker is used, the Selling Security Holder may pay
a brokerage fee or commission or he may sell the shares to the broker at a
discount from the market price. The purchaser 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 the
Selling Security Holders for the sale of any of their shares.

         Each Selling Security Holder and broker-dealers, if any, acting in
connection with sales by the Selling Security Holder 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.

                                       13
We have advised the selling shareholder that the anti-manipulative
rules under the Exchange Act, which are set forth in Regulation M, may apply to
his sales in the market. We have furnished the Selling Security Holders 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.

                            DESCRIPTION OF SECURITIES

         Centrex is authorized to issue up to 250,000,000 shares of common
stock, par value $0.001 per share, of which 45,603,800 shares were issued and
outstanding prior to this offering. Centrex is also authorized to issue up to
5,000,000 shares of Preferred Stock, par value $0.001 per share, of which there
were 100,000 shares issued and outstanding prior to this offering.

         Voting Rights. Holders of shares of common stock and preferred stock
are entitled to one vote per share on all matters submitted to a vote of the
shareholders. Neither common stock nor preferred stock has cumulative voting
rights, which means that the holders of a majority of the shareholder votes
eligible to vote and voting for the election for the Board of Directors can
elect all members of the Board of Directors. Holders of a majority of the issued
and outstanding shares of Common Stock may take action by written consent
without a meeting.

         Dividend Rights. Holders of record of shares of common stock are
entitled to receive dividends which and if declared by the Board of Directors.
To date, Centrex has not paid cash dividends on its common stock. Holders of
common stock are entitled to receive such dividends as may be declared and paid
from time to time by the Board of Directors out of funds legally available for
dividends. Centrex intends to retain any earnings from the operation and
expansion of its business and does not anticipate paying cash dividends in the
foreseeable future. Any future determination as to the payment of cash dividends
will depend upon future earnings, results of operations, capital requirements,
Centrex's financial condition and such other factors as the Board of Directors
may consider.

         Liquidation Rights. Upon any liquidation, dissolution or winding up of
Centrex, holders of share of common stock are entitled to receive pro rata all
of the assets of Centrex available for distribution to shareholders after
liabilities are paid and distributions are made to the holders of Centrex's
preferred stock.

         Preemptive Rights. Holders of common stock do not have any preemptive
rights to subscribe for or to purchase any stock, obligations or other
securities of Centex.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

         Ronald Kaufman, of Kaufman & Associates PLLC, owns an option to
purchase up to 3,000,000 shares of our common stock, which is included in this
registration statement.

                 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-QSB for the period ended September 30, 2002 filed with the
          SEC on November 14, 2002

     2.   Our Form 10-QSB for the period  ended June 30, 2002 filed with the SEC
          on August 19, 2002

     3.   Our Form 10-QSB for the period ended March 30, 2002 filed with the
          SEC on May 15, 2002

     4.   Our Form  10-KSB for the year ended  December  31, 2001 filed with the
          SEC on April 14, 2002

                                       14
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 Dr. Thomas R.
Coughlin, Jr., President, Centrex, Inc., 9202 South Toledo Avenue, Tulsa,
Oklahoma 74137, telephone (918) 494-2880, if you wish to receive any of such
material.

                              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 review such information at the SEC's website,
www.sec.gov.

         You may also read and copy any materials the Company files with the SEC
at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330.

         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.

            DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
                           SECURITIES ACT LIABILITIES

         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.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

         We hereby incorporate, or will be deemed to have incorporated, herein
by reference the following documents:

     (1)  Our Quarterly Report on Form 10-QSB for the period ended September 30,
          2002 and filed with the SEC on November 14, 2002.

     (2)  Our Quarterly Report on Form 10-QSB for the period ended June 30, 2002
          and filed with the SEC on August 19, 2002.

     (3)  Our  Quarterly  Report on Form  10-QSB for the period  ended March 31,
          2002 and filed with the SEC on May 15, 2002.

                                       15
(4)  Our Form 10-KSB for the period ended  December 31, 2001 and filed with
          the SEC on April 14, 2002

         Each document filed subsequent to the date of this registration
statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 and prior to the filing of a 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 in this
registration statement by reference and to be a part hereof from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Ronald Kaufman, of Kaufman & Associates PLLC, owns an option to
purchase up to 3,000,000 shares of our common stock, which is included in this
registration statement.

Item 6. Indemnification of Officers and Directors.

         Our Certificate of Incorporation and Bylaws provide for indemnification
to the full extent permitted by Oklahoma law of all persons we have the power to
indemnify under Oklahoma law. Such indemnification is not deemed to be exclusive
of any other rights to which those indemnified may be entitled, under any bylaw,
agreement, vote of stockholders or otherwise. The indemnification provisions of
our Certificate of Incorporation and Bylaws may reduce the likelihood of
derivative litigation against our directors and officers for breach of their
fiduciary duties, even though such action, if successful, might otherwise
benefit us and our stockholders.

         We have entered into separate written indemnification agreements with
our officers, directors, consultants and others. These agreements provide that
we will indemnify each person for acts committed in their capacities and for
virtually all other claims for which a contractual indemnity might be
enforceable.

Item 7. Exemption from Registration Claimed.

         Not Applicable.

Item 8. Exhibits.

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

        5.1      Opinion of Kaufman & Associates

        23.1     Consent of Tullius Taylor Sartain & Sartain LLP

        23.2     Consent of Kaufman & Associates, PLLC (included in Exhibit 5.1)

                                       16
Item 9. Undertakings.

         (a) The undersigned registrant hereby undertakes:

         (1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;

         (2) that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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; and

         (3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) 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.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act 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 the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       17
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 State of Oklahoma, on this 4th day of April, 2003.

                                                 CENTREX, INC.

                                                 By: /s/ Thomas R. Coughlin, Jr.
                                                 -------------------------------
                                                 Thomas R. Coughlin, Jr.
                                                 Chief Executive Officer

                                       18