AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 2001

                                                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>



<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE

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

Title of Securities . .  Amount to be    Proposed Maximum              Proposed Maximum           Amount of
to be Registered. . . .  Registered (3)  Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  --------------  ----------------------------  -------------------------  -----------------

Common Stock,
par value $0.001(2) . .       1,369,998  $                       0.03  $                  41,100  $           10.86
-----------------------  --------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.       1,369,998  $                       0.03  $                  41,100  $           10.86
</TABLE>



(1)  Estimated  solely  for  the  purpose  of  computing  the amount of the
     registration  fee  pursuant  to  Rule  457(c) based on the closing price as
     reported by the NASDAQ Over-The-Counter Bulletin Board on October 12, 2001.

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

(3)  Also  includes  an  indeterminate  amount of securities to be acquired
     upon  exercise  of  warrants  issued  to consultants and our legal counsel.


                                        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 Knigin, Andy
Sikorski,  Sepehr Niakan, Kyle Kennedy, and Brian A. Lebrecht 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 May 17, 2001 on Form 10-KSB
               filed  with  the  Commission  on  May  18,  2001.

       (ii)    The  Registrant's  Quarterly Report Dated August 7, 2001 on Form
               10-QSB  filed  with  the  Commission  on  August  8,  2001.


       (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  183,727 shares of Common Stock of the Company as of October 12, 2001.
In  addition,  this registration statement covers the issuance of 470,000 shares
of common stock to be issued to Mr. Lebrecht, as well as an indeterminate amount
of common stock to be issued to Mr. Lebrecht upon the exercise of warrants to be
issued  to  him.

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  Knigin dated October 3, 2001.

10.2    Agreement  between  E-Rex  and  Andy  Sikorski  dated  October 3, 2001.

10.3    Agreement  between  E-Rex  and  Sepehr  Niakan  dated  October 3, 2001.

10.4    Letter  Agreement between E-Rex and The Lebrecht Group, APLC dated
        October  15,  2001.

10.5    Agreement  between  E-Rex and Kyle Kennedy dated October 16, 2001.

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

23.2    Consent  of  Gately  &  Associates,  LLC,  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 October 17, 2001.



                                               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


                                        7
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 14089}]
{"company-data": {"conformed-name": "E REX INC", "cik": "0001093159", "assigned-sic": "9995", "irs-number": "880292890", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71802", "film-number": "1761355"}, "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 OCTOBER 18, 2001

                                                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 (3)  Offering Price per Share(1)   Aggregate Offering Price   Registration Fee
-----------------------  --------------  ----------------------------  -------------------------  -----------------

Common Stock,
par value $0.001(2) . .       1,369,998  $                       0.03  $                  41,100  $           10.86
-----------------------  --------------  ----------------------------  -------------------------  -----------------

TOTAL REGISTRATION FEE.       1,369,998  $                       0.03  $                  41,100  $           10.86
(1)  Estimated  solely  for  the  purpose  of  computing  the amount of the
     registration  fee  pursuant  to  Rule  457(c) based on the closing price as
     reported by the NASDAQ Over-The-Counter Bulletin Board on October 12, 2001.

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

(3)  Also  includes  an  indeterminate  amount of securities to be acquired
     upon  exercise  of  warrants  issued  to consultants and our legal counsel.

                                        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 Knigin, Andy
Sikorski,  Sepehr Niakan, Kyle Kennedy, and Brian A. Lebrecht 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 May 17, 2001 on Form 10-KSB
               filed  with  the  Commission  on  May  18,  2001.

       (ii)    The  Registrant's  Quarterly Report Dated August 7, 2001 on Form
               10-QSB  filed  with  the  Commission  on  August  8,  2001.

       (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  183,727 shares of Common Stock of the Company as of October 12, 2001.
In  addition,  this registration statement covers the issuance of 470,000 shares
of common stock to be issued to Mr. Lebrecht, as well as an indeterminate amount
of common stock to be issued to Mr. Lebrecht upon the exercise of warrants to be
issued  to  him.

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  Knigin dated October 3, 2001.

10.2    Agreement  between  E-Rex  and  Andy  Sikorski  dated  October 3, 2001.

10.3    Agreement  between  E-Rex  and  Sepehr  Niakan  dated  October 3, 2001.

10.4    Letter  Agreement between E-Rex and The Lebrecht Group, APLC dated
        October  15,  2001.

10.5    Agreement  between  E-Rex and Kyle Kennedy dated October 16, 2001.

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

23.2    Consent  of  Gately  &  Associates,  LLC,  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 October 17, 2001.

                                               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

                                        7