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                     0-32021                   73-1554121
        --------                     -------                   ----------
(State of incorporation)          (SEC File No.)          (IRS Employer ID No.)

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

              2002 Non-Qualified Stock Option Plan of Centrex, Inc.
                                       and
        Common Stock and Options Issued Pursuant to Consulting Agreements

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

<TABLE>
<CAPTION>

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


                                                                                    Proposed      Proposed
                                                                         Amount       Maximum       Maximum
                                                                          to be      Offering      Aggregate      Amount of
                                                                       Registered    Price per     Offering      Registration
Title of Securities to be Registered                                       (5)       Share (3)       Price         Fee (4)
---------------------------------------------------------------------- ------------ ------------ -------------- ---------------
Common Stock, $0.001 par value, pursuant to the 2002 Non-Qualified
Stock Option Plan of Centrex, Inc................................       5,000,000     $0.42        $2,100,000         $193.20
Common Stock, $0.001 par value, issued pursuant to consulting
agreement........................................................      100,000 (1)    $0.42           $42,000           $3.86
Common Stock, $0.001 par value, upon exercise of options issued
pursuant to consulting agreements................................      250,000 (2)    $0.42          $105,000           $9.66
                                                                                                                ---------------
                                                                                                                       $206.72
                                                                                                                ---------------

</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 to be issued upon exercise of options by
     selling security holder. 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 the average  high/low
     price of Centrex, Inc. common stock on August 28, 2002.

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

(5)  Pursuant  to  Rule  416,  this  registration  statement  also  covers  such
     additional  shares of our common  stock as may be issued by reason of stock
     splits, stock dividends or similar transactions.





                                       1
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  document(s)  containing  the  information  required  in Part I of this
registration  statement  pertaining  to shares of our common  stock to be issued
upon  exercise  of options  under the 2002  Non-Qualified  Stock  Option Plan of
Centrex,  Inc.  will be sent or given to you as  required  by Rule 428 under the
Securities  Act of 1933.  Such  documents  are not being  filed  with the SEC in
accordance with the  requirements  of Part I of Form S-8, but constitute  (along
with the documents  incorporated by reference into this  registration  statement
pursuant to Item II hereof) a prospectus that meets the  requirements of Section
10(a) of the Securities Act of 1933.


                                   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 100,000  shares of
common stock by the Selling Security Holders and up to 250,000 additional shares
of common  stock to be issued 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 will receive up to $75,000 from such exercise.

     Our common stock is quoted  over-the-counter  under the symbol  "CNEX".  On
August 28, 2002,  the average of the high and low prices of the common stock was
$0.42 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 8 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 August 29, 2002


     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.





                                       2
<PAGE>

     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.

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>
<CAPTION>

                                TABLE OF CONTENTS
<S>                                                                                                       <C>

PROSPECTUS SUMMARY.........................................................................................3
RISK FACTORS...............................................................................................4
USE OF PROCEEDS...........................................................................................10
DETERMINATION OF OFFERING PRICE...........................................................................10
PLAN OF DISTRIBUTION......................................................................................10
DESCRIPTION OF SECURITIES.................................................................................11
INTEREST OF NAMED EXPERTS AND COUNSEL.....................................................................11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................................................12
AVAILABLE INFORMATION.....................................................................................12
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.......................13

</TABLE>


                               PROSPECTUS SUMMARY

     Centrex is a  development-stage  company that owns an  exclusive  worldwide
license to Single  Molecule  Detection,  a  technology  developed  by Los Alamos
National  Laboratory.  The technology  detects bacteria or virus by matching the
DNA of the bacteria or virus. The Company entered into a research agreement with
Los Alamos in early 1999 to develop a prototype system to detect the deadly form
of E.coli bacteria.  As a result of the biological attacks that occurred shortly
after  September 11, 2001,  the Company  requested a proposal from Los Alamos to
re-purpose  the technology to detect viral and bacterial  agents.  The organisms
being considered for detection by the proposed device include all those named in
the  validated  threat list  published by the Defense  Intelligence  Agency,  in
addition  to several  other  potential  biowarfare  agents.  Development  of the
proposed  device is expected to  continue  after the Company  executes a revised
development agreement with Los Alamos. Upon execution of the revised development
agreement,  the Company will be required to pay $142,280 immediately and $35,570
each month thereafter for fifteen months. There is no assurance that the Company
will have sufficient  funds to execute the revised  development  agreement or to
fund the monthly obligation.

     Countries worldwide are vulnerable to biological  attacks.  Early detection
of such an  attack  offers  the best  opportunity  to  quarantine  and treat the
affected  population.  Current detection methods are laboratory based and do not
produce the test results  rapidly enough for an effective  quarantine  should an
attack  occur.  The lack of an early  warning  system  could allow the spread of
disease that could reach epidemic levels within a short time period.

     Centrex  believes that  potential  markets for its proposed  device include
commercial  air  carriers,  the United  States Postal  Service,  Federal  office
buildings,  commercial  office buildings,  military,  state and local government
buildings, sports facilities, and shipping terminals.





                                       3
<PAGE>


                                  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 Execute  The  Revised  Development
Agreement,  Los Alamos Can Not Develop Our  Planned  Product.  This Could Have A
Material Adverse Effect On Our Future Prospects

         The revised development agreement, whereby Los Alamos will make the
single molecule detection device capable of detecting certain biological warfare
pathogens, requires that the Company pay them $142,280 upon signing of the
revised development agreement and then pay $35,570 per month thereafter for
fifteen months. The Company presently does not have the funds necessary to
execute the revised development agreement or to fund the monthly obligation. If
the Company is not successful in raising the capital necessary to fund the
revised development agreement, then Los Alamos will not begin work to make the
single molecule detection capable of detecting certain biological warfare
pathogens, which could have a material adverse effect on the Company's future
prospects.

Any Significant Delays In Executing The Revised Development Agreement Or 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.

     According to the revised development  proposal,  the estimated  development
time for our planned product is 18-24 months. Any significant delay in executing
the  development  agreement  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




                                       4
<PAGE>


University of California has also 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  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





                                       5
<PAGE>


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 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
Company's  independent  accountants  have stated in their opinion to the audited
financial statements for the period ended December 31, 2001 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 2002 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




                                       6
<PAGE>

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.

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 Our Key Personnel Could Harm Our Business.

     As of June 30, 2002,  the Company owed its officer and employees a total of
$600,000  pursuant  to  employment  agreements.  The Company  has  breached  the
material  terms of the agreements and there is no assurance that the officer and
employees  subject to such agreements will continue to serve the Company




                                       7
<PAGE>


without being paid.  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 Stock  Ownership  Of Our  Officer  And  Beneficial  Owners May Allow Them To
Exercise Substantial Influence Over Our Business And The Election Of Directors

     Our officer and beneficial  owners, as a group, own about 31% of our issued
and outstanding common stock. As a result, they exercise  substantial  influence
over our  business,  the election of members to the Board of Directors and other
matters that require shareholder approval.

Because Our Management And Employees Have Limited Experience In Our Industry and
Do Not Work For Us Full-Time, Our Business Could Take Longer To Develop.

     The  Company  presently   employs  one  officer  and  four   administrative
personnel,  each  of  whom  has  had  limited  experience  in the  biotechnology
industry.  In  addition,  these  individuals  do not work for us on a  full-time
basis. As a result,  our business could take longer to develop.  Our officer and
director, Dr. Thomas Coughlin,  expects to devote about 30 hours per week to our
business activities.

We Are The Plaintiffs In A Lawsuit 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.

     On January  25,  2002,  Centrex,  along with other  plaintiffs,  filed suit
against the Company's former corporate counsel. The petition charges that former
counsel took various actions, which were against the interests of the plaintiff,
committed  a beach of  fiduciary  duty,  and  committed  a breach of his duty to
exercise  reasonable care, skill and diligence on behalf of the Plaintiffs which
constitutes negligence.  The Company is seeking actual punitive and compensatory
damages in excess of $10,000  each.  On March 25, 2002,  the  defendant  filed a
counterclaim  against the Company and the other plantiffs alleging,  among other
things,  breach of contract,  conversion and breach of fiduciary duty. Defendant
is seeking actual  exemplary and punitive damages in excess of $10,000 each plus
cost of litigation.  The Company  believes that  defendant's  claims are without
merit and intends to vigorously defend against the claims.

     Although the Company believes that the  counterclaims of the defendant have
no merit,  and that the ultimate  resolution  of these  disputes will not have a
material  adverse impact on its financial  position,  results of operations,  or
cash flows,  any adverse trial or jury verdicts  could result in a material loss
to the  Company.  The costs and other  effects of pending or future  litigation,
claims,  settlements,  and judgments, and changes in 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 outcomes
of the 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 enterprise 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




                                       8
<PAGE>


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 was $1.75 per share to $0.25 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
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 And The Value Of The Shares Of Our Common Stock May Be
Diluted By The Exercise Of Stock Options And Warrants We Have Granted Or May
Grant In The Future.

     As of the date of this Prospectus,  we had outstanding  options to purchase
up to 975,000  shares of common stock at exercise  prices ranging from $0.001 to
$0.50 per share and outstanding  warrants to purchase up to 1,348,000  shares of
common  stock  at  an  exercise  price  of  $0.50  per  share.  Of  the  options
outstanding, 250,000 options exercisable at $0.30 per share are being offered by
Selling Security Holders.  We also have a non-qualified  stock option plan under
which its employees, officers, directors and consultants may be granted options.
We have  reserved  5,000,000  shares  pursuant  to the Plan,  none of which were
granted as of the date of this Prospectus.  To the extent  outstanding  warrants
and options to purchase our common stock are exercised,  your ownership interest
will be diluted.  If the  warrants and options are  exercised  and sold into the
market, they could cause the market price of our common stock to decline.





                                       9
<PAGE>


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 will receive up to $75,000 of proceeds, which we intend to
use for general operating expenses.


                         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 August
28, 2002 as  reflected  in the  over-the-counter  (OTC)  marketplace,  which was
$0.42 per share.

                            SELLING SECURITY HOLDERS

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

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

                                                                                     Shares of
                                                      Shares of                      Common       Percent
                     Relationship      Shares of      Common Stock                   Stock        Of Shares
                     with Company      Common Stock   Issuable Upon   Number of      Owned        Owned
Selling Security     during past       Owned Before   Exercise of     Shares         After This   After
Holder               three years       This Offering  Options         Offered (1)    Offering     Offering
-------------------- ----------------- -------------- --------------- -------------- ------------ -----------
Mark Collins         Consultant        0              250,000 (2)     250,000        0            0
Allen Fuller         Consultant        100,000        0               100,000        0            0


</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. There are currently no agreements,  arrangements or
     understandings  with  respect  to the sale of any of the  shares  of common
     stock.

(2)  Options are exercisable at $0.30 per share on or before December 31, 2002.


                              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 Holder's may sell up to 350,000 shares of common stock
from time to time, of which 250,000 shares of common stock are issuable upon the
exercise of options.  Each  Selling  Security  Holder may sell his 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.




                                       10
<PAGE>

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 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.

     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 45,000,000 shares of common stock, par
value $0.001 per share, of which  17,428,000  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 are no
shares are outstanding. There is no present intent to issue any Preferred Stock.

     Voting  Rights.  Holders of shares of common stock are entitled to one vote
per share on all  matters  submitted  to a vote of the  shareholders.  Shares of
Common Stock do not have 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  share 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

         None.





                                       11
<PAGE>

                 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 June 30, 2002 and filed with the SEC
     on August 19, 2002.

2.   Our Form 10-QSB for the period  ended March 31, 2002 and filed with the SEC
     on May 15, 2002

3.   Our Annual  Report on Form 10 KSB for the year ended  December 31, 2001 and
     filed with the SEC on April 14, 2002.

     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.





                                       12
<PAGE>


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 June 30, 2002 and
     filed with the SEC on August 19, 2002
(2)  Our Quarterly Report on Form 10-QSB for the period ended March 31, 2002 and
     filed with the SEC on May 15, 2002
(3)  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. None.

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.




                                       13
<PAGE>

     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

     4.1         2002 Non-Qualified Stock Option Plan of Centrex, Inc.
     5.1         Opinion of Kaufman & Associates
     23.1        Consent of Tullius Taylor Sartain & Sartain LLP
     23.2        Consent of Kaufman & Associates (included in Exhibit 5.1)

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





                                       14
<PAGE>

          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.

                                   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 29th day of August, 2002.



                                 CENTREX, INC.


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






                                       15
[{"type": "S-8", "sequence": "1", "filename": "cs-80802body.txt", "description": "CENTREX S-8-OPTION PLAN AND CONSULTING SHARES", "secsgml_size_bytes": 59473}]
{"company-data": {"conformed-name": "CENTREX INC", "cik": "0001080973", "assigned-sic": "2834", "irs-number": "731554121", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-98957", "film-number": "02753704"}, "business-address": {"street1": "8908 SOUTH YALE AVE", "street2": "SUITE 409", "city": "TULSA", "state": "OK", "zip": "74137", "phone": "9184810167"}, "mail-address": {"street1": "8908 S YALE AVE", "street2": "SUITE 409", "city": "TULSA", "state": "OK", "zip": "74137"}}
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                     0-32021                   73-1554121
        --------                     -------                   ----------
(State of incorporation)          (SEC File No.)          (IRS Employer ID No.)

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

              2002 Non-Qualified Stock Option Plan of Centrex, Inc.
                                       and
        Common Stock and Options Issued Pursuant to Consulting Agreements

                                Ronald C. Kaufman
                              Kaufman & Associates
                          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
                          624 South Boston, Suite 1070
                              Tulsa, Oklahoma 74119
                                 (918) 584-4463
Proposed      Proposed
                                                                         Amount       Maximum       Maximum
                                                                          to be      Offering      Aggregate      Amount of
                                                                       Registered    Price per     Offering      Registration
Title of Securities to be Registered                                       (5)       Share (3)       Price         Fee (4)
---------------------------------------------------------------------- ------------ ------------ -------------- ---------------
Common Stock, $0.001 par value, pursuant to the 2002 Non-Qualified
Stock Option Plan of Centrex, Inc................................       5,000,000     $0.42        $2,100,000         $193.20
Common Stock, $0.001 par value, issued pursuant to consulting
agreement........................................................      100,000 (1)    $0.42           $42,000           $3.86
Common Stock, $0.001 par value, upon exercise of options issued
pursuant to consulting agreements................................      250,000 (2)    $0.42          $105,000           $9.66
                                                                                                                ---------------
                                                                                                                       $206.72
                                                                                                                ---------------
(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 to be issued upon exercise of options by
     selling security holder. 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 the average  high/low
     price of Centrex, Inc. common stock on August 28, 2002.

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

(5)  Pursuant  to  Rule  416,  this  registration  statement  also  covers  such
     additional  shares of our common  stock as may be issued by reason of stock
     splits, stock dividends or similar transactions.

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  document(s)  containing  the  information  required  in Part I of this
registration  statement  pertaining  to shares of our common  stock to be issued
upon  exercise  of options  under the 2002  Non-Qualified  Stock  Option Plan of
Centrex,  Inc.  will be sent or given to you as  required  by Rule 428 under the
Securities  Act of 1933.  Such  documents  are not being  filed  with the SEC in
accordance with the  requirements  of Part I of Form S-8, but constitute  (along
with the documents  incorporated by reference into this  registration  statement
pursuant to Item II hereof) a prospectus that meets the  requirements of Section
10(a) of the Securities Act of 1933.

                                   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 100,000  shares of
common stock by the Selling Security Holders and up to 250,000 additional shares
of common  stock to be issued 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 will receive up to $75,000 from such exercise.

     Our common stock is quoted  over-the-counter  under the symbol  "CNEX".  On
August 28, 2002,  the average of the high and low prices of the common stock was
$0.42 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 8 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 August 29, 2002

     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.

                                       2
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.

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.........................................................................................3
RISK FACTORS...............................................................................................4
USE OF PROCEEDS...........................................................................................10
DETERMINATION OF OFFERING PRICE...........................................................................10
PLAN OF DISTRIBUTION......................................................................................10
DESCRIPTION OF SECURITIES.................................................................................11
INTEREST OF NAMED EXPERTS AND COUNSEL.....................................................................11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................................................12
AVAILABLE INFORMATION.....................................................................................12
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.......................13
PROSPECTUS SUMMARY

     Centrex is a  development-stage  company that owns an  exclusive  worldwide
license to Single  Molecule  Detection,  a  technology  developed  by Los Alamos
National  Laboratory.  The technology  detects bacteria or virus by matching the
DNA of the bacteria or virus. The Company entered into a research agreement with
Los Alamos in early 1999 to develop a prototype system to detect the deadly form
of E.coli bacteria.  As a result of the biological attacks that occurred shortly
after  September 11, 2001,  the Company  requested a proposal from Los Alamos to
re-purpose  the technology to detect viral and bacterial  agents.  The organisms
being considered for detection by the proposed device include all those named in
the  validated  threat list  published by the Defense  Intelligence  Agency,  in
addition  to several  other  potential  biowarfare  agents.  Development  of the
proposed  device is expected to  continue  after the Company  executes a revised
development agreement with Los Alamos. Upon execution of the revised development
agreement,  the Company will be required to pay $142,280 immediately and $35,570
each month thereafter for fifteen months. There is no assurance that the Company
will have sufficient  funds to execute the revised  development  agreement or to
fund the monthly obligation.

     Countries worldwide are vulnerable to biological  attacks.  Early detection
of such an  attack  offers  the best  opportunity  to  quarantine  and treat the
affected  population.  Current detection methods are laboratory based and do not
produce the test results  rapidly enough for an effective  quarantine  should an
attack  occur.  The lack of an early  warning  system  could allow the spread of
disease that could reach epidemic levels within a short time period.

     Centrex  believes that  potential  markets for its proposed  device include
commercial  air  carriers,  the United  States Postal  Service,  Federal  office
buildings,  commercial  office buildings,  military,  state and local government
buildings, sports facilities, and shipping terminals.

                                       3
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 Execute  The  Revised  Development
Agreement,  Los Alamos Can Not Develop Our  Planned  Product.  This Could Have A
Material Adverse Effect On Our Future Prospects

         The revised development agreement, whereby Los Alamos will make the
single molecule detection device capable of detecting certain biological warfare
pathogens, requires that the Company pay them $142,280 upon signing of the
revised development agreement and then pay $35,570 per month thereafter for
fifteen months. The Company presently does not have the funds necessary to
execute the revised development agreement or to fund the monthly obligation. If
the Company is not successful in raising the capital necessary to fund the
revised development agreement, then Los Alamos will not begin work to make the
single molecule detection capable of detecting certain biological warfare
pathogens, which could have a material adverse effect on the Company's future
prospects.

Any Significant Delays In Executing The Revised Development Agreement Or 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.

     According to the revised development  proposal,  the estimated  development
time for our planned product is 18-24 months. Any significant delay in executing
the  development  agreement  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

                                       4
University of California has also 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  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

                                       5
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 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
Company's  independent  accountants  have stated in their opinion to the audited
financial statements for the period ended December 31, 2001 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 2002 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

                                       6
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.

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 Our Key Personnel Could Harm Our Business.

     As of June 30, 2002,  the Company owed its officer and employees a total of
$600,000  pursuant  to  employment  agreements.  The Company  has  breached  the
material  terms of the agreements and there is no assurance that the officer and
employees  subject to such agreements will continue to serve the Company

                                       7
without being paid.  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 Stock  Ownership  Of Our  Officer  And  Beneficial  Owners May Allow Them To
Exercise Substantial Influence Over Our Business And The Election Of Directors

     Our officer and beneficial  owners, as a group, own about 31% of our issued
and outstanding common stock. As a result, they exercise  substantial  influence
over our  business,  the election of members to the Board of Directors and other
matters that require shareholder approval.

Because Our Management And Employees Have Limited Experience In Our Industry and
Do Not Work For Us Full-Time, Our Business Could Take Longer To Develop.

     The  Company  presently   employs  one  officer  and  four   administrative
personnel,  each  of  whom  has  had  limited  experience  in the  biotechnology
industry.  In  addition,  these  individuals  do not work for us on a  full-time
basis. As a result,  our business could take longer to develop.  Our officer and
director, Dr. Thomas Coughlin,  expects to devote about 30 hours per week to our
business activities.

We Are The Plaintiffs In A Lawsuit 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.

     On January  25,  2002,  Centrex,  along with other  plaintiffs,  filed suit
against the Company's former corporate counsel. The petition charges that former
counsel took various actions, which were against the interests of the plaintiff,
committed  a beach of  fiduciary  duty,  and  committed  a breach of his duty to
exercise  reasonable care, skill and diligence on behalf of the Plaintiffs which
constitutes negligence.  The Company is seeking actual punitive and compensatory
damages in excess of $10,000  each.  On March 25, 2002,  the  defendant  filed a
counterclaim  against the Company and the other plantiffs alleging,  among other
things,  breach of contract,  conversion and breach of fiduciary duty. Defendant
is seeking actual  exemplary and punitive damages in excess of $10,000 each plus
cost of litigation.  The Company  believes that  defendant's  claims are without
merit and intends to vigorously defend against the claims.

     Although the Company believes that the  counterclaims of the defendant have
no merit,  and that the ultimate  resolution  of these  disputes will not have a
material  adverse impact on its financial  position,  results of operations,  or
cash flows,  any adverse trial or jury verdicts  could result in a material loss
to the  Company.  The costs and other  effects of pending or future  litigation,
claims,  settlements,  and judgments, and changes in 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 outcomes
of the 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 enterprise 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

                                       8
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 was $1.75 per share to $0.25 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
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 And The Value Of The Shares Of Our Common Stock May Be
Diluted By The Exercise Of Stock Options And Warrants We Have Granted Or May
Grant In The Future.

     As of the date of this Prospectus,  we had outstanding  options to purchase
up to 975,000  shares of common stock at exercise  prices ranging from $0.001 to
$0.50 per share and outstanding  warrants to purchase up to 1,348,000  shares of
common  stock  at  an  exercise  price  of  $0.50  per  share.  Of  the  options
outstanding, 250,000 options exercisable at $0.30 per share are being offered by
Selling Security Holders.  We also have a non-qualified  stock option plan under
which its employees, officers, directors and consultants may be granted options.
We have  reserved  5,000,000  shares  pursuant  to the Plan,  none of which were
granted as of the date of this Prospectus.  To the extent  outstanding  warrants
and options to purchase our common stock are exercised,  your ownership interest
will be diluted.  If the  warrants and options are  exercised  and sold into the
market, they could cause the market price of our common stock to decline.

                                       9
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 will receive up to $75,000 of proceeds, which we intend to
use for general operating expenses.

                         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 August
28, 2002 as  reflected  in the  over-the-counter  (OTC)  marketplace,  which was
$0.42 per share.

                            SELLING SECURITY HOLDERS

     The shares being offered by the Selling Security  Holder's were acquired by
them  pursuant to consulting  agreements.  The  transactions  were private sales
transactions  exempt from registration.  The following table and discussion sets
forth certain information with respect to the selling security holders.
Shares of
                                                      Shares of                      Common       Percent
                     Relationship      Shares of      Common Stock                   Stock        Of Shares
                     with Company      Common Stock   Issuable Upon   Number of      Owned        Owned
Selling Security     during past       Owned Before   Exercise of     Shares         After This   After
Holder               three years       This Offering  Options         Offered (1)    Offering     Offering
-------------------- ----------------- -------------- --------------- -------------- ------------ -----------
Mark Collins         Consultant        0              250,000 (2)     250,000        0            0
Allen Fuller         Consultant        100,000        0               100,000        0            0
(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. There are currently no agreements,  arrangements or
     understandings  with  respect  to the sale of any of the  shares  of common
     stock.

(2)  Options are exercisable at $0.30 per share on or before December 31, 2002.

                              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 Holder's may sell up to 350,000 shares of common stock
from time to time, of which 250,000 shares of common stock are issuable upon the
exercise of options.  Each  Selling  Security  Holder may sell his 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.

                                       10
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 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.

     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 45,000,000 shares of common stock, par
value $0.001 per share, of which  17,428,000  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 are no
shares are outstanding. There is no present intent to issue any Preferred Stock.

     Voting  Rights.  Holders of shares of common stock are entitled to one vote
per share on all  matters  submitted  to a vote of the  shareholders.  Shares of
Common Stock do not have 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  share 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

         None.

                                       11
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 June 30, 2002 and filed with the SEC
     on August 19, 2002.

2.   Our Form 10-QSB for the period  ended March 31, 2002 and filed with the SEC
     on May 15, 2002

3.   Our Annual  Report on Form 10 KSB for the year ended  December 31, 2001 and
     filed with the SEC on April 14, 2002.

     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.

                                       12
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 June 30, 2002 and
     filed with the SEC on August 19, 2002
(2)  Our Quarterly Report on Form 10-QSB for the period ended March 31, 2002 and
     filed with the SEC on May 15, 2002
(3)  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. None.

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.

                                       13
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

     4.1         2002 Non-Qualified Stock Option Plan of Centrex, Inc.
     5.1         Opinion of Kaufman & Associates
     23.1        Consent of Tullius Taylor Sartain & Sartain LLP
     23.2        Consent of Kaufman & Associates (included in Exhibit 5.1)

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

                                       14
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.

                                   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 29th day of August, 2002.

                                 CENTREX, INC.

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

                                       15