SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549



                                    FORM 8-K



                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



   Date of Report (Date of earliest event reported):          FEBRUARY 4, 2002



                                   E-REX, INC.
             (Exact name of registrant as specified in its charter)




            NEVADA                     O-27319               88-0292890
       (State or other               (Commission          (I.R.S. Employer
jurisdiction of incorporation)       File Number)        Identification  No.)



                       11645 BISCAYNE BOULEVARD, SUITE 210
                              MIAMI, FLORIDA  33181
               (Address of principal executive offices)  (zip code)


                                 (305) 895-3350
              (Registrant's telephone number, including area code)


         (Former name or former address, if changed since last report.)


                                        1
<PAGE>


ITEM  1.          CHANGES  IN  CONTROL  OF  REGISTRANT

     Not  applicable.

ITEM  2.          ACQUISITION  OR  DISPOSITION  OF  ASSETS

     Not  applicable.

ITEM  3.          BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable.

ITEM  4.          CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     On  February 4, 2002, Perez-Abreu, Aguerrebere, Sueiro LLC, the independent
accountant previously engaged as the principal accountant to audit the financial
statements of E-Rex, Inc., resigned as auditors for the Company.  As Perez-Abreu
resigned,  the  decision  to change accountants was not approved by the Board of
Directors  of  the  Company  or  by  any  audit  or  similar  committee thereof.

     During  its  engagement  by the Company, Perez-Abreu did not issue an audit
opinion  with  respect  to  any financial statements of the Company.  During the
period  of  their  engagement,  there  were  no  disagreements  with  the former
accountant  on  any  matter  of  accounting  principles  or practices, financial
statement  disclosure,  or  auditing scope or procedure, which disagreements, if
not  resolved to the satisfaction of the former accountant, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  audit  report.  E-Rex,  Inc.  has provided a copy of this disclosure to its
former  accountants, and requested that the former accountants furnish them with
letters addressed to the Securities and Exchange Commission stating whether they
agree  with  the  statements  made  by  the Registrant, and, if not, stating the
respects  in  which  they  do  not  agree.  A  copy  of  the former accountants'
responses  indicating  agreement  is  included  as  exhibits  to  this  report.

     Upon  Perez-Abreu,  Aguerrebere,  Sueiro  LLC's  resignation,  the board of
directors  on  February  8,  2002  approved  the  engagement  of Parks, Tschopp,
Whitcomb  & Orr, P.A., Certified Public Accountants, as the principal accountant
to  audit  the  financial  statements  of  the  Company.


                                        2
<PAGE>


ITEM  5.          OTHER  EVENTS

     Not  applicable.

ITEM  6.          RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Not  applicable.

ITEM  7.          FINANCIAL  STATEMENTS

     Not  applicable.

ITEM  8.          CHANGE  IN  FISCAL  YEAR

     Not  applicable.

EXHIBITS

     16.1     Letter  dated March 4, 2002, from Perez-Abreu, Aguerrebere, Sueiro
LLC  regarding  their  concurrence with the statements made by the Registrant in
this  Current  Report.


                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

Dated:  March  4,  2002            E-Rex,  Inc.


                                   /s/ Carl E. Dilley
                                   __________________________
                                   By:     Carl  E.  Dilley
                                   Its:     President

                                        3
<PAGE>
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{"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": "8-K", "act": "34", "file-number": "000-27319", "film-number": "02567704"}, "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"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

   Date of Report (Date of earliest event reported):          FEBRUARY 4, 2002

                                   E-REX, INC.
             (Exact name of registrant as specified in its charter)

            NEVADA                     O-27319               88-0292890
       (State or other               (Commission          (I.R.S. Employer
jurisdiction of incorporation)       File Number)        Identification  No.)

                       11645 BISCAYNE BOULEVARD, SUITE 210
                              MIAMI, FLORIDA  33181
               (Address of principal executive offices)  (zip code)

                                 (305) 895-3350
              (Registrant's telephone number, including area code)

         (Former name or former address, if changed since last report.)

                                        1
ITEM  1.          CHANGES  IN  CONTROL  OF  REGISTRANT

     Not  applicable.

ITEM  2.          ACQUISITION  OR  DISPOSITION  OF  ASSETS

     Not  applicable.

ITEM  3.          BANKRUPTCY  OR  RECEIVERSHIP

     Not  applicable.

ITEM  4.          CHANGES  IN  REGISTRANT'S  CERTIFYING  ACCOUNTANT

     On  February 4, 2002, Perez-Abreu, Aguerrebere, Sueiro LLC, the independent
accountant previously engaged as the principal accountant to audit the financial
statements of E-Rex, Inc., resigned as auditors for the Company.  As Perez-Abreu
resigned,  the  decision  to change accountants was not approved by the Board of
Directors  of  the  Company  or  by  any  audit  or  similar  committee thereof.

     During  its  engagement  by the Company, Perez-Abreu did not issue an audit
opinion  with  respect  to  any financial statements of the Company.  During the
period  of  their  engagement,  there  were  no  disagreements  with  the former
accountant  on  any  matter  of  accounting  principles  or practices, financial
statement  disclosure,  or  auditing scope or procedure, which disagreements, if
not  resolved to the satisfaction of the former accountant, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  audit  report.  E-Rex,  Inc.  has provided a copy of this disclosure to its
former  accountants, and requested that the former accountants furnish them with
letters addressed to the Securities and Exchange Commission stating whether they
agree  with  the  statements  made  by  the Registrant, and, if not, stating the
respects  in  which  they  do  not  agree.  A  copy  of  the former accountants'
responses  indicating  agreement  is  included  as  exhibits  to  this  report.

     Upon  Perez-Abreu,  Aguerrebere,  Sueiro  LLC's  resignation,  the board of
directors  on  February  8,  2002  approved  the  engagement  of Parks, Tschopp,
Whitcomb  & Orr, P.A., Certified Public Accountants, as the principal accountant
to  audit  the  financial  statements  of  the  Company.

                                        2
ITEM  5.          OTHER  EVENTS

     Not  applicable.

ITEM  6.          RESIGNATIONS  OF  DIRECTORS  AND  EXECUTIVE  OFFICERS

     Not  applicable.

ITEM  7.          FINANCIAL  STATEMENTS

     Not  applicable.

ITEM  8.          CHANGE  IN  FISCAL  YEAR

     Not  applicable.

EXHIBITS

     16.1     Letter  dated March 4, 2002, from Perez-Abreu, Aguerrebere, Sueiro
LLC  regarding  their  concurrence with the statements made by the Registrant in
this  Current  Report.

                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

Dated:  March  4,  2002            E-Rex,  Inc.

                                   /s/ Carl E. Dilley
                                   __________________________
                                   By:     Carl  E.  Dilley
                                   Its:     President

                                        3