AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 17, 2002

                                                REGISTRATION NO. 33-____________





                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                                   E-REX, INC.
             (Exact Name of Registrant as Specified in Its Charter)




           NEVADA                                     88-0292890
(State or Other Jurisdiction of                    (I.R.S. Employer
 Incorporation or Organization)                   Identification No.)



                       11645 BISCAYNE BOULEVARD, SUITE 210
                              MIAMI, FLORIDA  33181
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreements
                             Legal Services Agreement
                             (Full Title of the Plan)
                              ____________________

                                 Carl E. Dilley
                       11645 Biscayne Boulevard, Suite 210
                              Miami, Florida  33181
                                 (305) 895-3350
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240

                                        1
<PAGE>

                       CALCULATION  OF  REGISTRATION  FEE


<TABLE>
<CAPTION>


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

Title of Securities . .  Amount to be    Proposed Maximum              Proposed Maximum           Amount of
to be Registered. . . .  Registered      Offering Price per Share      Aggregate Offering Price   Registration Fee
-----------------------  --------------  ----------------------------  -------------------------  -----------------

Common Stock,
par value $0.001     .     6,800,000(2)  $                0.0105(1)    $                  71,400  $            6.57

Common Stock,
par value $0.001           5,000,000(3)  $                0.0054(4)    $                  27,000  $            2.49
-----------------------  --------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.   11,800,000     $                             $                  98,400  $            9.06
</TABLE>

(1)  Estimated  solely  for  the  purpose  of  computing  the  amount  of  the
     registration  fee  pursuant  to  Rule  457(c) based on the average of the
     closing  bid and ask price as reported  by  the  NASDAQ  Over-The-Counter
     Bulletin Board on April 15, 2002.

(2)  Represents  shares  of  Common  Stock to  be issued to consultants and
     legal counsel of the Company.

(3)  Represents shares of Common Stock which may be issued upon the exercise
     of warrants.


(4)  Represents the exercise price of the warrants.

                                        2
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The  document(s)  containing  the  information  concerning the Agreements
between  E-Rex,  Inc.  ("E-Rex"  or  "Registrant")  and  each of Jonathan Keane,
Jonathan  Knigin, Brian A. Lebrecht, Sepehr Niakan, and Kyle Kennedy required by
Item  1  of  Form S-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  and  the statement of availability of registrant information,
employee benefit plan annual reports and other information required by Item 2 of
Form  S-8  will  be  sent  or given to participants as specified in Rule 428. In
accordance  with  Rule  428  and  the  requirements  of Part I of Form S-8, such
documents  are  not being filed with the Securities and Exchange Commission (the
"Commission")  either  as  part  of this registration statement on Form S-8 (the
"Registration  Statement") or as prospectuses or prospectus supplements pursuant
to Rule 424. E-Rex will maintain a file of such documents in accordance with the
provisions  of  Rule 428. Upon request, E-Rex shall furnish to the Commission or
its  staff  a  copy  or  copies  of  all of the documents included in such file.

                                        3
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

     (i)   The Registrant's  Annual  Report  dated  April 10, 2002 for the  year
     ended December  31, 2001 on  Form  10-KSB filed  with  the Commission on
     April 12, 2002.

     (ii)  The  Registrant's  Quarterly  Report  Dated April 4, 2002 for the
    quarter  ended  September 30, 2001 on Form 10-QSB/A filed with the
    Commission on April  9,  2002.

     (iii)  All other reports and documents previously and subsequently filed by
     the  Registrant  before  and  after the date of this Registration Statement
     pursuant  to Sections 13(a), 13(c), 14, or 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  hereby  have  been sold or which
     deregisters  all  securities  then  remaining unsold, shall be deemed to be
     incorporated  by  reference  and  to  be a part hereof from the date of the
     filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.

Mr.  Brian A. Lebrecht, principal of The Lebrecht Group, APLC, is the beneficial
owner  of  2,639,999 shares of Common Stock of the Company as of April 16, 2002.
In addition, the Corporation is including in this registration statement
2,000,000 shares of Common Stock to be issued to Mr. Lebrecht.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification  of  the  Company's  Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

                                        4
<PAGE>

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS

3.1    Articles  of  Incorporation  of  the  Registrant,  as  amended
       (incorporated  by  reference).

3.2    Bylaws  of  the  Registrant  (incorporated  by  reference).

5.1    Opinion  of  The  Lebrecht  Group,  APLC

10.1   Agreement  between  E-Rex  and  Jonathan Keane dated March 22, 2002.

10.2   Agreement  between  E-Rex and Kyle Kennedy dated April 15, 2002.

10.3   Agreement between E-Rex and Sepehr Niakan dated March 22, 2002.

10.4   Agreement  between  E-Rex  and  Jonathan Knigin dated March 22, 2002.

10.5   Agreement between E-Rex and The Lebrecht Group, APLC dated April 16,
       2002.

23.1   Consent  of  The  Lebrecht  Group, APLC (included in Exhibit 5.1).

23.2   Consent  of  Parks, Tschopp, Whitcomb & Orr, P.A Certified  Public
       Accountants.
___________________

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:

               (i)    To include any prospectus required by section 10(a) (3) of
               the  Securities  Act  of  1933;

               (ii)   To reflect  in  the prospectus any facts or events arising
               after  the  effective  date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or  in  the  aggregate,  represent  a  fundamental  change in the
               information  set  forth  in  the  registration  statement;  and

               (iii)  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;  provided,  however, that paragraphs (a)
               (1)(i)  and  (a)  (1)  (ii)  do  not  apply  if  the registration
               statement  is  on  Form  S-3,  Form  S-8  or  Form  F-3  and  the
               information required to be included in a post-effective amendment
               by  those  paragraphs is contained in periodic reports filed with
               or  furnished  to  the  Commission  by the registrant pursuant to
               Section  13  or  Section  15(d) of the Securities Exchange Act of
               1934  that  are  incorporated  by  reference  in the registration
               statement.

                                        5
<PAGE>

          (2) That,  for  the  purpose  of  determining any liability  under the
          Securities  Act  of  1933, 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.


          (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 of 1933, each filing of
     the  Registrant's  Annual Report pursuant to Section 13(a) or Section 15(d)
     of  the Securities Exchange Act of 1934 (and, where applicable, each filing
     of  an  employee  benefit plan's annual report pursuant to Section 15(d) of
     the  Securities  Exchange Act of 1934) that is incorporated by reference in
     the  Registration  Statement  shall  be  deemed  to  be  a new registration
     statement  relating  to the securities offered therein, and the offering of
     such  securities  at  that time shall be deemed to be the initial BONA FIDE
     offering  thereof.


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

                                        6
<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Miami,  State  of Florida, on April 16, 2002.



                                               E-Rex,  Inc.

                                               /s/  Carl  Dilley
                                               _________________________________
                                               By:     Carl  Dilley
                                               Its:    President  &  Director



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



/s/  Donald  A.  Mitchell
_____________________________          Chairman  of  the  Board
Donald  A.  Mitchell



/s/  Joseph  Pacheco                   Director
_____________________________
Joseph  Pacheco


                                        7
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14092}]
{"company-data": {"conformed-name": "E REX INC", "cik": "0001093159", "assigned-sic": "7372", "irs-number": "880292890", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86400", "film-number": "02613393"}, "business-address": {"street1": "11645 BISCAYNE BLVD", "street2": "STE 210", "city": "MIAMI", "state": "FL", "zip": "33181", "phone": "2065212090"}, "mail-address": {"street1": "11645 BISCAYNE BLVD", "street2": "SUITE 210", "city": "MIAMI", "state": "FL", "zip": "33181"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 17, 2002

                                                REGISTRATION NO. 33-____________

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                              ____________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ____________________

                                   E-REX, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           NEVADA                                     88-0292890
(State or Other Jurisdiction of                    (I.R.S. Employer
 Incorporation or Organization)                   Identification No.)

                       11645 BISCAYNE BOULEVARD, SUITE 210
                              MIAMI, FLORIDA  33181
          (Address of Principal Executive Offices, Including Zip Code)
                              ____________________

                              Consulting Agreements
                             Legal Services Agreement
                             (Full Title of the Plan)
                              ____________________

                                 Carl E. Dilley
                       11645 Biscayne Boulevard, Suite 210
                              Miami, Florida  33181
                                 (305) 895-3350
           (Name, Address, and Telephone Number of Agent for Service)

                                   COPIES TO:

                             Brian A. Lebrecht, Esq.
                            The Lebrecht Group, APLC
                        22342 Avenida Empresa, Suite 230
                    Rancho Santa Margarita, California 92688
                                 (949) 635-1240

                                        1
CALCULATION  OF  REGISTRATION  FEE
Title of Securities . .  Amount to be    Proposed Maximum              Proposed Maximum           Amount of
to be Registered. . . .  Registered      Offering Price per Share      Aggregate Offering Price   Registration Fee
-----------------------  --------------  ----------------------------  -------------------------  -----------------

Common Stock,
par value $0.001     .     6,800,000(2)  $                0.0105(1)    $                  71,400  $            6.57

Common Stock,
par value $0.001           5,000,000(3)  $                0.0054(4)    $                  27,000  $            2.49
-----------------------  --------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.   11,800,000     $                             $                  98,400  $            9.06
(1)  Estimated  solely  for  the  purpose  of  computing  the  amount  of  the
     registration  fee  pursuant  to  Rule  457(c) based on the average of the
     closing  bid and ask price as reported  by  the  NASDAQ  Over-The-Counter
     Bulletin Board on April 15, 2002.

(2)  Represents  shares  of  Common  Stock to  be issued to consultants and
     legal counsel of the Company.

(3)  Represents shares of Common Stock which may be issued upon the exercise
     of warrants.

(4)  Represents the exercise price of the warrants.

                                        2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Note:  The  document(s)  containing  the  information  concerning the Agreements
between  E-Rex,  Inc.  ("E-Rex"  or  "Registrant")  and  each of Jonathan Keane,
Jonathan  Knigin, Brian A. Lebrecht, Sepehr Niakan, and Kyle Kennedy required by
Item  1  of  Form S-8 under the Securities Exchange Act of 1934, as amended (the
"Exchange  Act"),  and  the statement of availability of registrant information,
employee benefit plan annual reports and other information required by Item 2 of
Form  S-8  will  be  sent  or given to participants as specified in Rule 428. In
accordance  with  Rule  428  and  the  requirements  of Part I of Form S-8, such
documents  are  not being filed with the Securities and Exchange Commission (the
"Commission")  either  as  part  of this registration statement on Form S-8 (the
"Registration  Statement") or as prospectuses or prospectus supplements pursuant
to Rule 424. E-Rex will maintain a file of such documents in accordance with the
provisions  of  Rule 428. Upon request, E-Rex shall furnish to the Commission or
its  staff  a  copy  or  copies  of  all of the documents included in such file.

                                        3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  are  hereby  incorporated  by  reference  in  this
Registration  Statement:

     (i)   The Registrant's  Annual  Report  dated  April 10, 2002 for the  year
     ended December  31, 2001 on  Form  10-KSB filed  with  the Commission on
     April 12, 2002.

     (ii)  The  Registrant's  Quarterly  Report  Dated April 4, 2002 for the
    quarter  ended  September 30, 2001 on Form 10-QSB/A filed with the
    Commission on April  9,  2002.

     (iii)  All other reports and documents previously and subsequently filed by
     the  Registrant  before  and  after the date of this Registration Statement
     pursuant  to Sections 13(a), 13(c), 14, or 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  hereby  have  been sold or which
     deregisters  all  securities  then  remaining unsold, shall be deemed to be
     incorporated  by  reference  and  to  be a part hereof from the date of the
     filing  of  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Certain  legal  matters  with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.

Mr.  Brian A. Lebrecht, principal of The Lebrecht Group, APLC, is the beneficial
owner  of  2,639,999 shares of Common Stock of the Company as of April 16, 2002.
In addition, the Corporation is including in this registration statement
2,000,000 shares of Common Stock to be issued to Mr. Lebrecht.

ITEM  6.  INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification  of  the  Company's  Directors for liabilities and expenses that
they  may  incur  in  such  capacities.  In  general, Directors and Officers are
indemnified  with  respect to actions taken in good faith in a manner reasonably
believed  to  be  in,  or not opposed to, the best interests of the Company, and
with  respect  to any criminal action or proceeding, actions that the indemnitee
had  no  reasonable  cause  to believe were unlawful.  Furthermore, the personal
liability  of  the Directors is limited as provided in the Company's Articles of
Incorporation.

                                        4
ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  applicable.

ITEM  8.  EXHIBITS

3.1    Articles  of  Incorporation  of  the  Registrant,  as  amended
       (incorporated  by  reference).

3.2    Bylaws  of  the  Registrant  (incorporated  by  reference).

5.1    Opinion  of  The  Lebrecht  Group,  APLC

10.1   Agreement  between  E-Rex  and  Jonathan Keane dated March 22, 2002.

10.2   Agreement  between  E-Rex and Kyle Kennedy dated April 15, 2002.

10.3   Agreement between E-Rex and Sepehr Niakan dated March 22, 2002.

10.4   Agreement  between  E-Rex  and  Jonathan Knigin dated March 22, 2002.

10.5   Agreement between E-Rex and The Lebrecht Group, APLC dated April 16,
       2002.

23.1   Consent  of  The  Lebrecht  Group, APLC (included in Exhibit 5.1).

23.2   Consent  of  Parks, Tschopp, Whitcomb & Orr, P.A Certified  Public
       Accountants.
___________________

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:

               (i)    To include any prospectus required by section 10(a) (3) of
               the  Securities  Act  of  1933;

               (ii)   To reflect  in  the prospectus any facts or events arising
               after  the  effective  date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or  in  the  aggregate,  represent  a  fundamental  change in the
               information  set  forth  in  the  registration  statement;  and

               (iii)  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;  provided,  however, that paragraphs (a)
               (1)(i)  and  (a)  (1)  (ii)  do  not  apply  if  the registration
               statement  is  on  Form  S-3,  Form  S-8  or  Form  F-3  and  the
               information required to be included in a post-effective amendment
               by  those  paragraphs is contained in periodic reports filed with
               or  furnished  to  the  Commission  by the registrant pursuant to
               Section  13  or  Section  15(d) of the Securities Exchange Act of
               1934  that  are  incorporated  by  reference  in the registration
               statement.

                                        5
(2) That,  for  the  purpose  of  determining any liability  under the
          Securities  Act  of  1933, 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.

          (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 of 1933, each filing of
     the  Registrant's  Annual Report pursuant to Section 13(a) or Section 15(d)
     of  the Securities Exchange Act of 1934 (and, where applicable, each filing
     of  an  employee  benefit plan's annual report pursuant to Section 15(d) of
     the  Securities  Exchange Act of 1934) that is incorporated by reference in
     the  Registration  Statement  shall  be  deemed  to  be  a new registration
     statement  relating  to the securities offered therein, and the offering of
     such  securities  at  that time shall be deemed to be the initial BONA FIDE
     offering  thereof.

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

                                        6
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies  that  it  has  reasonable grounds to believe that is meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City  of  Miami,  State  of Florida, on April 16, 2002.

                                               E-Rex,  Inc.

                                               /s/  Carl  Dilley
                                               _________________________________
                                               By:     Carl  Dilley
                                               Its:    President  &  Director

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

/s/  Donald  A.  Mitchell
_____________________________          Chairman  of  the  Board
Donald  A.  Mitchell

/s/  Joseph  Pacheco                   Director
_____________________________
Joseph  Pacheco

                                        7