UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 1


                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 2003


                                  Centrex, Inc.
             (Exact name of registrant as specified in its charter)

          Oklahoma                  000-32021                73-1554121
  (State of incorporation)      (SEC File Number)    (I.R.S. Employer ID Number)

                            9202 South Toledo Avenue
                                 Tulsa, OK 74137
          (Address of principal executive offices, including zip code)

                                 (918) 494-2880
              (Registrant's Telephone Number, Including Area Code)

                                 (918) 492-2560
               (Registrant's Facsimile Number Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$0.001 par value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES [X]  NO [  ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[ X ]

Centrex had no revenue for the year ended December 31, 2003.

As of March 15, 2004, the aggregate market value of Centrex common stock held by
non-affiliates was approximately $7,245,888 based on the closing sale price of
$0.06 per share as reported over-the-counter on that same date.

As of March 15, 2004, there were 120,764,794 shares of Centrex common stock
outstanding.



                                       1
<PAGE>






                         2003 Annual Report on Form 10-KSB

                                TABLE OF CONTENTS


Part I.
  Item 1.  Business.........................................................  3
  Item 2.  Properties....................................................... 15
  Item 3.  Legal Proceedings................................................ 15
  Item 4.  Submission of Matters to a Vote of Security Holders.............. 16

Part II.
  Item 5.  Market for Common Equity and Related Shareholder Matters ........ 17
  Item 6.  Management's Discussion and Analysis or Plan of Operation........ 17
  Item 7.  Financial Statements............................................. 19
  Item 8.  Changes In and Disagreements with Accountants on
               Accounting and Financial Disclosure.........................  34
  Item 8A. Controls and Procedures.........................................
  Item 9.  Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act...........  34
  Item 10. Executive Compensation..........................................  35
  Item 11. Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters..................  35
  Item 12. Certain Relationships and Related Transactions..................  35
  Item 13. Exhibits and Reports on Form 8-K................................  36
  Item 14. Principal Accountant Fees and Services..........................  36

Part III.
  Item 1.  Index to Exhibits...............................................  37
  Item 2.  Description of Exhibits.........................................  37

Signatures



                                       2

<PAGE>
PURPOSE OF THIS AMENDMENT NO. 1
-------------------------------

THIS  AMENDMENT NO. 1 TO THE CENTREX FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31,
2003 IS BEING FILED TO INCLUDE THE NAME OF OUR AUDITOR, TULLIUS TAYLOR SARTAIN &
SARTAIN,  LLP, ON THEIR  OPINION DATED MARCH 18, 2004; TO INCLUDE THE CONSENT OF
TULLIUS TAYLOR SARTAIN & SARTAIN,  LLP AS EXHIBIT 23.1; TO CHANGE THE WORDING IN
PARAGRAPH 2 OF ITEM 8(A) FROM "SINCE  DECEMBER  31,  2003" TO "DURING THE PERIOD
COVERED BY THIS REPORT"; TO INCLUDE ADDITIONAL DICLOSURES RELATED TO THE OPTIONS
OUTSTANDING  AT DECEMBER 31, 2003; AND TO REVISE THE PAGE NUMBERING OF THE TABLE
OF CONTENTS.


                           FORWARD-LOOKING STATEMENTS

The following discussion of our business, and other parts of this report,
contain forward-looking statements that are based upon current expectations.
These statements are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. In some cases, you can
identify forward-looking statements by terminology such as "may," "will,"
"expect," "plan," "anticipate," "believe," "estimate," "intend," "potential" or
"continue" or the negative of these terms or other comparable terminology.
Forward-looking statements involve risks and uncertainties. Our actual results
and the timing of events could differ materially from those anticipated in our
forward-looking statements as a result of many factors; including, our ability
to obtain financing when needed. A discussion of these risks and uncertainties
can be found under the heading "RISK FACTORS" and elsewhere in this report. We
cannot guarantee future results, levels of activity, performance or
achievements. We assume no obligation to update any of the forward-looking
statements after the date of this report or to conform these forward-looking
statements to actual results.


                                     PART I.

ITEM 1.  BUSINESS

OVERVIEW

         Centrex is developing and seeking to commercialize a system to rapidly
detect harmful pathogens. Single Molecule Nucleic Acid Detection ("SMD"), the
technology upon which the system is based, was invented by scientists at Los
Alamos National Laboratory ("Los Alamos"). The technology can rapidly detect
bacteria or viruses by matching the RNA or DNA of the organism. Centrex owns the
exclusive worldwide license to SMD.

         We are developing an automated fully-integrated system, based on the
SMD technology, which will enable rapid detection of harmful pathogens in air.
Our planned product is designed to be an easy-to-use system that automatically
collects the samples, prepares the DNA, performs the analysis rapidly (using
disposable microfluidics cartridges and miniaturized laser components), and
communicates results directly to the end-user, via specially integrated
software.

         Our planned product is being built pursuant to a revised development
agreement with the University of California (the "University"), which owns the
SMD technology, and Los Alamos, where the University conducts its research. We
have hired Stratos Product Development, LLC ("Stratos"), a private company that
specializes in design and engineering services, and Micronics, Inc.
("Micronics"), a private company that provides custom designed lab cards and
integrated microfluidics systems, to develop the commercial version of our
device. Stratos has provided us with a development plan that could result in a
Final Product as early as July of 2005 provided we have the funds when needed.
Stratos will work concurrently with Los Alamos and Micronics throughout the
project. The development plan includes building the Initial Prototype, the Alpha
and Beta Prototypes, the Pre-Production Prototype, and the Final Product. (See
"DESCRIPTION OF BUSINESS- Intellectual Property and Other Agreements")

         Stratos has begun building the Initial Prototype that will incorporate
the microfluidics lab card currently being developed by Micronics. Provided we
have the necessary funds, we expect the Initial Prototype, to be completed by
August, 2004. This Initial Prototype is for testing purposes only. We expect
more refinements to the design of our planned product based upon the results of
testing. If adequate funding is available and testing results justify moving to
the next development phase, we will proceed through the Alpha, Beta and
Pre-Production prototype phases of development during 2004 and 2005. We could
have a Final Product ready for sale as early as July of 2005. If adequate
funding is not available on acceptable terms or when needed, it could take
significantly longer to develop the product and we may not be successful in
developing any products based on the SMD technology.

                                       3
<PAGE>

         We estimate that we will require approximately $400,000 to complete the
Initial Prototype phase and up to $10,000,000 to achieve a Final Product by July
of 2005. We are presently seeking the capital necessary to fund the remaining
costs of the Initial Prototype phase and to continue with the development plan
through the Final Product; however, we may not be successful in raising the
capital on acceptable terms, if at all.

         We are a development-stage company. We do not have any products for
sale presently, and it could take a significant amount of time, if not several
years, before we have any products for sale. Our business is subject to numerous
risks and uncertainties, which are more fully described in "RISK FACTORS."

OUR PLANNED PRODUCT AND ITS POTENTIAL MARKETS

         Single Molecule Detection ("SMD") is an emerging field within
bio-nanotechnology. The SMD technique uses the unique DNA (or RNA) fingerprint
of an organism, whether bacteria or virus, to detect an organism's presence.
This is accomplished by first obtaining a sample (air, water, etc.), then
extracting and splitting the DNA. A primer is then introduced that is specific
for the target nucleic acid being sought (DNA or RNA). If the target is present,
the primer binds to the target and initiates the generation of a new strand of
DNA. One of the chemical building blocks of the new strand is labeled with a
fluorophore and many of these new labeled building blocks are incorporated into
the new strand. A fluorophore is a chemical which emits a very specific
wavelength of light when stimulated by a laser or other energy source. The
sample is then subjected to laser analysis, which not only determines whether
the organism is present but also in what quantities.

         We are initially developing an automated fully-integrated system, based
on the SMD technology, which enables rapid detection of harmful pathogens in
air. Our planned product is designed to be an easy-to-use system that
automatically collects the samples, prepares the DNA or RNA, performs the
analysis rapidly (using disposable microfluidics cartridges and miniaturized
laser components), and communicates results directly to the end-user via
specially integrated software. Our goal is to produce test results within 30
minutes after a sample is collected. Our business model includes generating
revenue from selling detection devices, supplying the disposable microfluidics
cards that the device requires, and eventually providing monitoring services. We
are focusing our efforts on those applications where rapid DNA testing results
are particularly important, including biothreat detection, food processing, and
water supply markets. If our planned product is commercialized, we believe that
potential customers include commercial air carriers, the United States Postal
Service, Federal office buildings, commercial office buildings, military, state
and local government buildings, sports arenas, and shipping terminals, food
processors and water treatment systems.

         Current Detection Methods
         -------------------------
         The two most commonly used methods for detecting bacteria or viruses
are microbial culture and Polymerase Chain Reaction or "PCR". With microbial
culture, a sample from the environment is placed into a small laboratory dish
containing a nutrient rich media. The microbial culture is allowed to grow for a
specified period of time, usually between 24-48 hours. The sample is then
examined and a determination is made as to whether an organism is present in the
sample. Although highly accurate, the disadvantages of microbial cultures are
the time required to determine the presence of an organism , the need for a
laboratory and an expertise in culture preparation and analysis. Advances in
molecular biology have led to the development of techniques for reading the
genome and for detecting the presence of a known DNA sequence. Today, the most
widely used method for DNA analysis is known as PCR. With DNA analysis, a sample
from the environment is prepared by breaking down the cellular structure to
extract the DNA. Once the DNA is purified, the PCR process begins. With PCR, the
DNA is first "amplified" or replicated until a sufficient quantity of DNA is
present. Fluorescent dyes are then used to detect whether an organism is
present, based on the DNA profile, in a process known as Southern Blot
Electrophoresis. Because PCR was invented as an amplification technology it has
limits as a detection technology. PCR is very sensitive and is able to detect
very small amounts of DNA, however PCR requires about 3-8 hours to complete,
plus an additional 3 hours sample preparation time, which must usually be
performed by a trained technician. In addition, because the DNA is replicated
many times, any DNA contamination is also replicated, often rendering the test
useless. In the case of a naturally occurring bioagent that is harmless in small
concentrations (e.g. anthrax in rural setting), PCR may give false positives.

                                       4
<PAGE>

         Limitations of Current Detection Methods
         ----------------------------------------

         Highly Skilled Technicians; Special Laboratory Required-- Commonly used
methods require skilled scientists and technicians in a special laboratory
setting, including, in many cases, separate rooms to prevent contamination of
one sample by another. Some attempts are being made to automate portions of the
PCR process

         Large and Inflexible Equipment-- Most currently available equipment is
large and inflexible and is typically configured to accommodate only one assay,
or test, procedure. New designs are attempting to address miniaturization for
PCR equipment.

         Long Time to Result-- Current sample preparation, amplification and
detection technologies rely on manual or semi-automated processes that often
require days to complete. Through use of optical density measurements, new PCR
instruments are attempting to reduce analysis times.

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

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

         The Centrex Solution
         --------------------

         We believe that DNA testing--particularly in those areas where rapid
results are important, such as biothreat detection, food processing, and water
supply markets-- will only achieve its full market potential upon the
development of advanced instruments and integrated processes that are automated,
easy to use, and produce rapid and reliable results. We believe that the SMD
technology represents a significant step in achieving this market potential for
the following reasons:

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

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

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

         Modular and Flexible System Design--Our system is designed to test for
multiple organisms simultaneously. Our system is designed to be modular,
enabling us to build products to meet the testing needs of a variety of
potential markets.

Distribution Methods

         If the SMD technology is developed into a commercially viable product,
we intend to develop marketing and distribution capabilities through business
alliances with companies that already have established such capabilities. We may
not be successful in developing such alliances on acceptable terms or at all. If
not, then we may have to develop our own marketing and distribution capabilities
internally. We have no experience in product manufacturing, product marketing,
sales or distribution and we may not be successful in developing such business
alliances or our own sales, marketing and distribution capabilities. See "RISK
FACTORS- Risks Related to Our Business."

                                       5
<PAGE>

Competitive Business Conditions

         We expect to encounter intense competition from vendors of established
DNA testing platforms, particularly PCR-based testing products, such as Cephid
and Applied Biosystems. Several companies provide instruments and reagents for
DNA amplification or detection. Applied Biosystems, Hoffmann La Roche, BioRad
and Stratagene sell systems integrating amplification and detection (sequence
detection systems) to the commercial market. Idaho Technologies sells sequence
detection systems to the military market. Hoffman LaRoche, Abbott, and GenProbe
sell large batch sequence detection systems, some with separate robotic batch
DNA purification systems and sell reagents to the clinical genetic assessment
market. Organon Teknika, Promega and Qiagen are competitors in the area of
sample preparation, selling both sample preparation kits and robotic systems.

         In order to compete against vendors of conventional products, we will
need to demonstrate the advantages of our products over alternative
well-established technologies and products. We will also need to demonstrate the
potential economic value of our products relative to these conventional
technologies and products.

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

         We will also face competition from both established and
development-stage companies that continually enter these markets. Our
competitors may succeed in developing or marketing technologies or products that
are more effective or commercially attractive than our potential products or
that render our technologies and potential products obsolete. As these companies
develop their technologies, they may develop proprietary positions that prevent
us from successfully commercializing our products.

         We will also need to compete effectively with companies developing
their own microfluidics technologies and products, such as ACLARA Biosciences,
Caliper, and Nanogen. Other companies we are aware of that are involved in
microfluidic research include Affymetrix, Motorola, 3M and Applied Biosystems.
Microfluidic technologies have undergone and are expected to continue to undergo
rapid and significant change. Rapid technological development may result in our
products or technologies becoming obsolete. Products we offer could be made
obsolete either by less expensive or more effective products based on similar or
other technologies. Our future success will depend on our ability to establish
and maintain a competitive position in these and future technologies.

         We will also compete against universities and public and private
research institutions. While these organizations primarily have educational or
basic research objectives, they may develop proprietary technology and acquire
patents that we need for the development of our products. Licenses to such
proprietary technology may not be available to us on acceptable terms, if at
all. See ("RISK FACTORS").

Intellectual Property

         Exclusive License Agreement with University of California
         ---------------------------------------------------------
         On February 25, 2002, Centrex and the University of California entered
into a modified license agreement, whereby Centrex was granted exclusive rights
to the SMD technology for all fields of use. We paid a modification fee of
$15,000, which was recorded as an expense, and agreed to pay $10,000 within
thirty (30) days of issuance of a patent. A patent has not yet issued.

                                       6
<PAGE>

         Pursuant to the modified license agreement, the University of
California will receive a royalty equal to three and one half percent (3.5%) of
net sales of products using the DNA-based microbial detection system, and any
additions, extensions and improvements thereto; an annual license fee of $5,000
payable in advance on January 2 for each year the license agreement is in
effect; and 50% of other payments, including sublicense issue and annual fees
received from sublicense(s) in consideration for the licensed invention. The
royalty obligation will cease after the expiration of the last patent that
covers the licensed intellectual property.

         If a U.S. patent is not issued, then we intend to renegotiate our
license agreement with the University of California. We may not be successful in
renegotiating the license in the event a patent does not issue and we may not be
able to successfully compete in the marketplace without a patent or renegotiated
license. See "RISK FACTORS".

         Patent Applications related to single molecule detection method
         ---------------------------------------------------------------
         The single molecule detection method is owned by the University of
California, and in December of 1999, they filed a U.S. patent application. The
initial ruling by the U.S. Patent & Trademark Office ("USPTO") rejected the
claims in the patent application, however, the University of California has
filed an appeal. The Company has recently learned that LANL officials were
contacted by USPTO via telephone that the patent claims will be allowed. LANL is
now awaiting written confirmation and a publication date from the USPTO. There
is no assurance, however, that a U.S. patent will be issued.  The University of
California has filed international patent applications for the single molecule
detection method in Canada, Europe, and Japan. No international patents have
been issued and there is no assurance that any will be issued. See "RISK
FACTORS."

         Protecting our Intellectual Property
         ------------------------------------
         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

         Possible Need for Additional Licenses
         -------------------------------------
         In order to make our planned product commercially viable, we may have
to incorporate certain microfluidics and/or other technologies which are owned
by others. We may have to obtain a license from the holder(s) of the
intellectual property right(s), which license(s) may be costly or may not be
available to us on reasonable terms, if at all. We do not know at this time how
many licenses, if any, we may have to obtain. If we are unable to obtain rights
to use certain technologies which may be necessary to make our planned product
commercially viable, our business may be adversely affected.

Other Agreements

         Payable to University of California pursuant to revised development
         agreement
         -------------------------------------------------------------------
         The revised development agreement with the University obligates Centrex
to pay a total of $640,226, of which $391,270 has been paid to date and $248,990
balance is presently due. Although we are seeking the necessary funding, we do
not have the funds necessary to pay the $248,990 presently due. We may not be
successful in raising the capital on acceptable terms, if at all. The University
of California may have the right to terminate the license if Centrex is unable
to pay the amount due. See "RISK FACTORS."


                                       7
<PAGE>

         Agreement with Micronics
         ------------------------
         We have entered into an agreement with Micronics, Inc. ("Micronics") to
develop the integrated disposable microfluidics lab card to be used in our
planned product. Micronics has provided us a three-phase development plan and is
presently working on Phase I, which is to develop a lab card for the initial
prototype device. We have paid $75,000 to Micronics so far and estimate that
another $171,500 will be required to complete the Phase I prototype card. A
preliminary estimate to commence and complete Phases II and III, combined,
ranges from $350,000 to $400,000 each. Our agreement does not obligate us to
begin Phase II or Phase III if we are not financially able to do so or if we
elect not to proceed with the project, however, once we commit to begin the next
development phase, we are obligated to pay for it in full. Payments to Micronics
are expensed as incurred.

         Agreement with Stratos
         ----------------------
         We have entered into an agreement with Stratos Product Development, LLC
("Stratos") to build the commercial version of our planned product. Stratos has
provided us with a development plan that could produce a Final Product as early
as July of 2005. The development plan includes building the initial prototype
(to be completed August, 2004) the Alpha and Beta prototypes (commenced and
completed during 2004), the Pre-Production prototype (commenced during 2004 and
completed during 2005), and the Final Product (as early as July of 2005).
Stratos will work concurrently with Los Alamos and Micronics throughout the
development phases. To date, we have paid Stratos $100,000 to begin building the
initial prototype and are contractually obligated to pay another $250,000 to
complete the Initial Prototype phase. Of the $250,000, approximately $61,500 is
presently due to Stratos. Stratos has estimated that the Alpha Prototype phase
will cost approximately $900,000. No official estimates for the Beta Prototype,
the Pre-Production Prototype or the Final Product phase have been completed,
however, we believe, based on discussions with Stratos, that it could cost as
much as $10,000,000 to reach the Final Product stage by July of 2005. Our
agreement with Stratos does not obligate us to begin a new development phase if
we are not financially able to do so or if we elect not to proceed with the
project, however, once we commit to begin the next development phase, we are
obligated to pay for it in full. Payments to Stratos are expensed as incurred.

         Employment Agreement with Dr. Coughlin
         --------------------------------------
         We have an employment agreement with Dr. Thomas Coughlin, our Chief
Executive Officer, which automatically renews for successive two-year periods
after May 1, 2004, wherein Dr. Coughlin is to receive an annual salary of
$200,000 payable in 24 semi-monthly installments. The agreement provides for
customary employee benefits, bonuses, reimbursement of expenses, and
indemnification. If Dr. Coughlin resigns or is terminated, then he may be
entitled to a separation payment of up to two-year's salary plus benefits and
bonuses. We presently owe Dr. Coughlin $37,726 in past due salary. We do not
have the funds to pay Dr. Coughlin pursuant to the employment agreement. We are
seeking capital to fund the employment agreement through the end of 2004,
however, we may not be successful in raising the capital on acceptable terms, if
at all. We are dependent upon the services of Dr. Coughlin and the loss of his
services together with our inability to find a qualified replacement could have
a material adverse effect on our business. See "RISK FACTORS".

Government Regulation

         If and when our planned product is commercialized, the Company plans to
sell it primarily to the biothreat market. The Company is not presently aware of
any government approval that will be required before it can sell its product to
the biothreat market in the United States. There is no assurance, however, that
the Company's planned product is not subject to government approval either now
or in the future.

         Should the Company decide in the future to develop products for
clinical applications, such as blood screening or diagnostic testing, it is
likely that such products would be regulated by and would require approval of
the Food and Drug Administration (FDA) and comparable agencies of other
countries. In particular, FDA regulations govern activities such as product
development, product testing, product labeling, product storage, premarket
clearance or approval, manufacturing, advertising, promotion, product sales,
reporting of certain products failures and distribution. Some of such future
products, depending on their intended use, may require either premarket approval
(PMA) or 510(k) clearance from the FDA prior to marketing. The FDA approval
process is lengthy and costly with no guarantee of success. The 510(k)

                                       8
<PAGE>

clearance  pathway usually takes from 6-12 months from submission,  but can take
longer. The premarket approval pathway is much more costly,  lengthy,  uncertain
and  generally  takes from one to two years or longer  from  submission.  In the
future,  should the Company apply for FDA approval,  there is no assurance  that
such approval would be obtained.

Employees

         The Company has only one employee,  Dr.  Coughlin,  its Chief Executive
Officer,  and is dependent  upon his services.  We have an employment  agreement
with  him,  however,  we may  not  have  the  funds  necessary  to  fulfill  our
obligations to him. See "Intellectual Property and Other Agreements," above. The
loss of Dr.  Coughlin's  services  could  have an  adverse  effect on our future
prospects.   We  also  rely  on  third  parties  for  research  and  development
activities,   legal,   financial   reporting,   accounting  and   administrative
activities. From time to time these third parties may accept payment in the form
of  common  stock or stock  options  in lieu of cash.  To the  extent  that such
services are paid for with common stock or stock  options that are exercised and
sold into the market,  the market  price of our common  stock could  decline and
your ownership interest will be diluted.


                                  RISK FACTORS

You should carefully consider the risks described below, together with all of
the other information included in this report, in considering our business and
prospects. The risks and uncertainties described below are not the only ones
facing Centrex. Additional risks and uncertainties not presently known to us or
that we currently deem immaterial also may impair our business operations. The
occurrence of any of the following risks could harm our business, financial
condition or results of operations.

BECAUSE WE HAVE NO PRODUCTS FOR SALE, WE DO NOT GENERATE REVENUE AND DO NOT HAVE
OTHER RESOURCES TO FUND OPERATIONS;  THESE CONDITIONS  RAISE  SUBSTANTIAL  DOUBT
ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN

         Because our planned product is in the development stage, we have no
revenue, earnings or cash flow to be self-sustaining. We do not anticipate
having a product for sale until such time as our planned product is
commercialized, which could take several years. Our independent accountants have
stated in their opinion to the audited financial statements for the period ended
December 31, 2003 that "the Company is a development stage company with
insufficient revenues to fund development and operating expenses. The Company
also has insufficient cash to fund obligations as they become due. These
conditions raise 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 REQUIRE  SUBSTANTIAL  ADDITIONAL CAPITAL TO COMMERCIALIZE OUR TECHNOLOGY.  WE
MAY HAVE  DIFFICULTY  RAISING  CAPITAL WHEN WE NEED IT, OR AT ALL.  RAISING SUCH
CAPITAL MAY DILUTE STOCKHOLDER VALUE

         We do not anticipate having a product for sale until our planned
product is commercialized, which could take several more years. We must complete
additional financing initiatives during 2004 to generate the funds necessary to
continue our operations. Our present financial commitments through the end of
2004 include $248,996 to the University of California pursuant to the revised
development agreement, approximately $1,100,000 to complete the Initial
Prototype phase of development for our planned product , an estimated $200,000
pursuant to Dr. Coughlin's employment agreement, and an estimated $250,000 for
legal and administrative expenses. We presently do not have the funds to fulfill
these obligations, and we will have to raise additional capital during 2004 to
fund these obligations. Any significant delay in funding the development of our
planned product could harm our future prospects. We estimate that during 2005,
approximately $10,000,000 will be required to advance product development
through the Final Product phase. Due to current economic conditions, we may not
be able to secure additional financing at all, or on terms we deem acceptable.
If we obtain additional funds by selling any of our 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 us on satisfactory terms, we may be required to limit or cease our

                                       9
<PAGE>

activities, or otherwise modify our business strategy, which could materially
harm our future business prospects.

IF WE DO NOT OBTAIN THE NECESSARY FUNDS TO PAY THE MONTHLY OBLIGATION PURSUANT
TO THE REVISED DEVELOPMENT AGREEMENT, LOS ALAMOS MAY HAVE THE RIGHT TO TERMINATE
THE LICENSE. THIS WOULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FUTURE PROSPECTS.

         We presently do not have the funds necessary to pay the $248,996
presently due pursuant to the revised development agreement with the University.
If we are not successful in raising the capital necessary to fund the remaining
monthly obligation, then Los Alamos may have the right to terminate the license,
which would have a material adverse effect on our future prospects.

RISKS RELATED TO OUR TECHNOLOGY

THERE IS NO GUARANTEE THAT THE SINGLE MOLECULE DETECTION TECHNOLOGY WILL WORK OR
BE COMMERCIALLY VIABLE.

         Our planned product requires further  research,  development,  testing,
demonstration  of  commercial  scale  manufacturing,   and  possibly  regulatory
approval before we can determine its commercial  viability.  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 U.S. Patent & Trademark Office ("USPTO") initially rejected
the claims in the patent application and the University of California filed an
appeal. Although we have recently learned that LANL officials were contacted by
USPTO via telephone that the patent claims will be allowed and that LANL is now
awaiting written confirmation and a publication date from the USPTO, there is no
assurance that a patent will be issued. The 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 ours 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 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 may be grounds for the University of California 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.

                                       10

<PAGE>

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.

IF OUR PLANNED PRODUCT IS TO BE COMMERCIALLY VIABLE, WE MAY HAVE TO OBTAIN
LICENSES FROM OTHERS IN ORDER TO USE CERTAIN TECHNOLOGY. THESE LICENSES MAY NOT
BE AVAILABLE TO US ON REASONABLE TERMS, IF AT ALL. OUR BUSINESS MAY BE ADVERSELY
AFFECTED IF WE ARE UNABLE TO OBTAIN THE NECESSARY LICENSES.

         In order to make our planned product commercially viable, we may have
to incorporate certain microfluidics and/or other technologies which are owned
by others. We may have to obtain a license from the holder(s) of the
intellectual property right(s), which license(s) may be costly or may not be
available to us on reasonable terms, if at all. We do not know at this time how
many licenses, if any, we may have to obtain. If we are unable to obtain rights
to use certain technologies which may be necessary to make our planned product
commercially viable, our business may be adversely affected.

WE MAY BE SUED BY THIRD  PARTIES WHO CLAIM THAT OUR PRODUCT  INFRINGES  ON THEIR
INTELLECTUAL PROPERTY RIGHTS. DEFENDING AN INFRINGEMENT LAWSUIT IS COSTLY AND WE
MAY NOT HAVE ADEQUATE RESOURCES TO DEFEND. ANY SETTLEMENT OR JUDGMENT AGAINST US
COULD HARM OUR FUTURE PROSPECTS.

         We may be exposed to future litigation by third parties based on claims
that our technology, product or activity infringes on the intellectual property
rights of others or that we have misappropriated the trade secrets of others.
This risk is compounded by the fact that the validity and breadth of claims
covered in technology patents in general and the breadth and scope of trade
secret protection involves complex legal and factual questions for which
important legal principles are unresolved. Any litigation or claims against us,
whether or not valid, could result in substantial costs, could place a
significant strain on our financial and managerial resources, and could harm our
reputation. Our license agreement with the University of California requires
that we pay the costs associated with initiating an infringement claim and
defending

                                       11

<PAGE>

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

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 have a product to sell, which could
take several years. There is no assurance that we will ever 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
proposed products, to achieve market acceptance of our proposed products or 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. We plan to rely on third party contractors to manufacture our
planned product, although we have not made such arrangements yet. Relying on
third parties may expose us to the risk of not being able to directly oversee
the manufacturing process, which may adversely affect the production and quality
of our planned product. Furthermore, these third-party contractors, whether
foreign or domestic, may experience regulatory compliance difficulty, mechanical
shutdowns, employee strikes, or other unforeseeable acts that may delay or
prevent production. 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.


                                       12
<PAGE>


WE HAVE NO EXPERIENCE IN PRODUCT MARKETING, SALES OR DISTRIBUTION. WE MAY NOT BE
ABLE TO MARKET AND DISTRIBUTE OUR PLANNED  PRODUCT,  WHICH COULD HARM OUR FUTURE
PROSPECTS.

         We have no experience in marketing or distributing our planned product.
We have not yet established marketing, sales or distribution capabilities for
our planned product. Until such time as our product is further along in its
development, we do not plan to devote any meaningful time or resources to
establishing such capabilities. If we determine that our planned product is
commercially viable, 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.

IF WE ARE UNABLE TO RETAIN THE  SERVICES OF DR.  COUGHLIN,  OUR CHIEF  EXECUTIVE
OFFICER, OUR FUTURE PROSPECTS COULD BE ADVERSELY AFFECTED.

         We have an employment agreement with Dr. Thomas Coughlin, which
automatically renews for successive two-year periods after May 1, 2004, wherein
Dr. Coughlin is to receive an annual salary of $200,000, payable in 24
semi-monthly installments, plus benefits. We presently do not have the funds to
pay Dr. Coughlin through the end of 2003 and there is no assurance that he will
continue to serve Centrex without being paid. If Dr. Coughlin resigns or is
terminated, then he may be entitled to a separation payment of up to two-year's
salary plus benefits and bonuses. We are seeking the capital necessary to fund
the employment agreement through the end of 2004; however, we may not be
successful in raising the capital on acceptable terms, if at all. We are
dependent upon the services of Dr. Coughlin and the loss of his services
together with our inability to find a qualified replacement could have a
material adverse effect on our future prospects.

WE ARE INVOLVED IN A DISPUTE WITH A FORMER CONSULTANT CONCERNING AGREEMENTS
ENTERED INTO IN EARLY 2003. IF WE CANNOT RESOLVE THIS DISPUTE, WE MAY BECOME
INVOLVED IN LITIGATION. A SETTLEMENT OR LITIGATION COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.

         On March  24,  2003 we  entered  into an  amended  agreement  with Jack
Luchese  ("Luchese")  to become our new Chief  Executive  Officer on a full-time
basis if we were  successful  in  raising at least  $2,000,000  (net of fees and
expenses)  on or before  January  1,  2004.  In the  interim,  he agreed to be a
consultant  to us.  However,  the  arrangements  were  placed  on  hold  pending
renegotiation of the agreement. During the renegotiation process Luchese was not
serving  us on a formal  basis.  For most of 2003,  we have been  attempting  to
negotiate a separation  agreement with Luchese.  In connection  with his amended
agreement,  Luchese also purchased 100,000 shares of preferred stock of Centrex,
Inc. which were convertible into shares of common stock ranging from 7.5% of our
outstanding common shares to 15% of our outstanding common shares at the time of
conversion,  subject to certain conditions, which were not fulfilled. In January
of 2004,  Luchese filed a Form 3 declaring his ownership of 20,358,625 shares of
our common stock pursuant to his conversion of the preferred shares. We have not
issued the  20,358,625  shares of common  stock to Luchese.  We believe  that he
breached the terms of his agreements,  thus the conversion  rights regarding the
preferred

                                       13

<PAGE>

shares are void. The outcome of our dispute with Luchese is uncertain
and we do not know if the differences between the parties will result in
litigation. If a court compels us to issue him the 20,358,625 shares, his
ownership may allow him to exercise substantial influence over our business and
the election of directors, and his ownership may be dilutive to existing
stockholders or otherwise have an adverse effect on our current or future
business prospects.

THE COST OF THE LITIGATION IN WHICH WE ARE INVOLVED, INCLUDING THE DIVERSION OF
MANAGEMENT'S TIME, COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

         We are presently involved in litigation as explained in "PENDING OR
POSSIBLE LEGAL PROCEEDINGS". There is no assurance that the cost of this
litigation, including the diversion of time and resources, as well as any
adverse trial or jury verdicts will not result in a material loss to us. The
costs and other effects of this litigation, including claims, settlements,
judgments, and changes in those matters, could have a material adverse effect on
our business, financial condition and operating results. At this time, we are
unable to predict the outcome of the present litigation and cannot reasonably
estimate a range of possible loss given the current status of the case.

RISKS RELATED TO OUR INDUSTRY

THE MARKET FOR OUR PLANNED  PRODUCT IS  COMPETITIVE  AND CHANGING  RAPIDLY.  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. Any significant delay in funding 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. Competitors have developed or are in the
process of developing technologies that are, or in the future may be, the basis
for competition. Our competitors may use different methods to detect biological
pathogens in a manner that is more effective and less costly than our planned
product and, therefore, present a serious competitive threat to us.

OUR  PLANNED  PRODUCT,  IF  SUCCESSFULLY  COMMERCIALIZED,  COULD BE  EXPOSED  TO
SIGNIFICANT PRODUCT LIABILITY CLAIMS WHICH COULD BE TIME CONSUMING AND COSTLY TO
DEFEND,  DIVERT MANAGEMENT  ATTENTION AND ADVERSELY IMPACT OUR ABILITY TO OBTAIN
AND MAINTAIN INSURANCE COVERAGE, WHICH COULD JEOPARDIZE OUR LICENSE.

         The testing, manufacture, marketing and sale of our planned product
will involve an inherent risk that product liability claims will be asserted
against us. We currently have a general liability policy with an annual
aggregate limit of $2 million with a $1 million limit per occurrence. We
currently do not have insurance which relates to product liability, but intend
to seek and obtain insurance to cover product liability before sales of our
planned product commence. Even if we obtain such insurance, it may prove
inadequate to cover claims and/or litigation costs. The costs and availability
of such insurance are unknown. Product liability claims or other claims related
to our planned product, regardless of their outcome, could require us to spend
significant time and money in litigation or to pay significant settlement
amounts or judgments. Any successful product liability or other claim may
prevent us from obtaining adequate liability insurance in the future on
commercially desirable or reasonable terms. In addition,

                                       14

<PAGE>

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 OUR COMMON STOCK

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
experienced extreme fluctuations in price since trading commenced on December
23, 2001. The high and low range of closing prices of our common stock since
December 23, 2001 range from $1.75 per share to $0.04 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 MAY BE DILUTED AND THE VALUE OF THE SHARES OF OUR COMMON
STOCK MAY DECLINE BY THE EXERCISE OF STOCK OPTIONS AND WARRANTS WE HAVE GRANTED
OR MAY GRANT IN THE FUTURE.

         As of March 15, 2004, we had outstanding options to purchase up to
18,382,000 shares of common stock at exercise prices ranging from $0.001 to
$0.50 per share and outstanding warrants to purchase up to 10,717,600 shares of
common stock at exercise prices ranging from $0.001 to $0.50 per share. 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.

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.

ITEM 2. PROPERTIES

         We currently rent approximately 4,200 square feet of office space in
Tulsa, Oklahoma on a monthly basis from a non-affiliated shareholder of the
Company for $6,300 per month. We anticipate that this space will meet our
needs at least through the end of 2005.

ITEM 3. PENDING OR POSSIBLE LITIGATION

         The Company is involved in two lawsuits and one dispute that may result
in a lawsuit. The costs and other effects of litigation and disputes, including
the diversion of time and resources, and including claims, settlements,
judgments, and changes in those matters, could have a material adverse effect on
our business and financial condition. At this time, we are unable to predict the
outcome of the present litigation and cannot reasonably estimate a range of
possible loss given the current status of the cases.

         Centrex, et al vs. Slicker
         --------------------------
         Centrex is a plaintiff in a lawsuit filed in the district court of
Tulsa County on January 24, 2002 against Frederick Slicker, our former corporate
counsel. The petition alleges that Slicker took various actions which were
against the interests of the Centrex, committed a breach of fiduciary duty, and

                                       15

<PAGE>

committed a breach of his duty to exercise reasonable care, skill and diligence
on behalf of the Plaintiffs which constitutes negligence. We are seeking
compensatory and punitive damages. On March 25, 2002, Slicker filed
counterclaims against Centrex and individuals that have indemnification
agreements with Centrex, alleging, among other things, breach of contract,
conversion and breach of fiduciary duty. Slicker is seeking actual, exemplary
and punitive damages in excess of $10,000 each plus cost of litigation. We
believe that Slicker's counterclaims are frivolous and we intend to vigorously
defend against such claims; however, there is no assurance that we will prevail
in this case (See "RISK FACTORS")

         Cyppek vs. Centrex, Inc.
         ------------------------
         On March 17, 2004, Andreas Cyppek filed a lawsuit against Centrex in
the United States District Court for the Northern District of Oklahoma. At issue
is 2,500,000 shares of Centrex common stock that Cyppek alleges were issued as
payment for services and which Centrex alleges were issued pursuant to a
subscription agreement for $75,000 which Cyppek never paid. He is seeking the
Court to compel Centrex to lift the restrictive legend on the certificate.
Centrex intends to vigorously defend itself and plans to file a counter claim
against Cyppek seeking the return of the 2,500,000 shares. There is no
assurance, however, that we will prevail in this case.
(See "RISK FACTORS")

         Possible Legal Proceedings with Jack Luchese
         --------------------------------------------
         On March 24, 2003 Centrex  entered into an amended  agreement with Jack
Luchese  ("Luchese")  to become  Centrex's  new  Chief  Executive  Officer  on a
full-time basis if Centrex was successful in raising at least $2,000,000 (net of
fees and expenses) on or before January 1, 2004. In the interim, he agreed to be
a consultant to Centrex.  However,  the arrangements were placed on hold pending
renegotiation of the agreement. During the renegotiation process Luchese was not
serving  Centrex on a formal  basis.  For most of 2003  Centrex and Luchese have
been  attempting to negotiate a separation  agreement.  In  connection  with his
amended  agreement,  Luchese also purchased 100,000 shares of preferred stock of
Centrex,  Inc. which were  convertible  into shares of common stock ranging from
7.5% of the outstanding common shares to 15% of the outstanding common shares at
the time of  conversion,  subject  to  certain  conditions.  In January of 2004,
Luchese  filed a Form 3 and a Form 13(d)  declaring  his ownership of 20,358,625
shares of common stock of Centrex  pursuant to the  conversion  of the preferred
stock.  Centrex has not issued the 20,358,625 shares of common stock to Luchese.
We believe that he breached the terms of his  agreements,  thus,  the conversion
rights  regarding the preferred  stock are void. The outcome of our dispute with
Luchese is uncertain and we do not know if the  differences  between the parties
will result in litigation. (See "RISK FACTORS")

Item 4. Submission of Matters to a Vote of Security Holders

         No matters were submitted to a vote of security holders during the
fourth quarter of 2003.


                                       16
<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        Price Range of Our Common Stock
        -------------------------------
        Our common stock began trading over the counter under the trading
symbol "CNEX" on December 24, 2001. The table below shows the high and low
closing prices of our common stock at the end of each calendar quarter since our
common stock began trading. The high and low closing price information used for
the table below was obtained from a third-party information provider. The
quotations may reflect inter-dealer prices, without mark-ups, mark-downs, or
commissions and may not reflect actual transactions. The quotations have been
rounded to the nearest penny:

                   Calendar Quarter Ended              High            Low
                   ----------------------              ----            ---
                   December 24, 2001
                   to December 31, 2001............    $1.75           $1.30
                   March 2002......................    $1.50           $0.37
                   June 2002.......................    $0.66           $0.30
                   September 2002..................    $0.65           $0.20
                   December 2002...................    $0.41           $0.23
                   March 2003......................    $0.23           $0.04
                   June 2003.......................    $0.16           $0.05
                   September 2003..................    $0.10           $0.06
                   December 2003...................    $0.10           $0.05

         Number of Shareholders of Record
         --------------------------------
         As of March 15, 2004, there were approximately 120 holders of record of
our common stock.

         Dividend Policy
         ---------------
         We have not declared any dividends in the past and there is no present
intent to declare dividends in the future.

         Equity Compensation Plan Information
         ------------------------------------
<TABLE>

                                                                                               Number   of    securities
                                                                                               remaining  available  for
                                                                                               future   issuance   under
                                         Number of  securities  to    Weighted-average         equity       compensation
                                         be issued  upon  exercise    exercise price of        plans          (excluding
                                         of  outstanding  options,    outstanding options,     securities  reflected  in
Plan Category                            warrants and rights          warrants and rights      column (a))
----------------------------------       -------------------------    ---------------------    --------------------------
                                                    (a)                       (b)                          (c)
----------------------------------       -------------------------    ---------------------    --------------------------

                                      <c>                          <c>                      <c>
Equity  compensation  plans
approved     by    security
holders:

    Non-Qualified  Stock Option
    Plan   (19,000,000   shares
    reserved)                                     15,032,000                    $0.05                        0

----------------------------------       -------------------------    ---------------------    --------------------------
</TABLE>



ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion of our cash requirements and liquidity and
resources contains forward-looking statements that are based upon current
expectations. These forward-looking statements fall within

                                       17

<PAGE>


the meaning of the federal  securities  laws that relate to future events or our
future financial  performance.  In some cases, you can identify  forward-looking
statements by terminology such as "may," "will," "expect," "plan," "anticipate,"
"believe,"  "estimate,"  "intend,"  "potential" or "continue" or the negative of
these terms or other comparable terminology.  Forward-looking statements involve
risks and  uncertainties.  Our actual  results  and the  timing of events  could
differ materially from those anticipated in our forward-looking  statements as a
result of many factors;  including, our ability to obtain financing when needed.
A  discussion  of these risks and  uncertainties  can be found under the heading
"RISK FACTORS" and elsewhere in this report. We cannot guarantee future results,
levels of activity,  performance  or  achievements.  We assume no  obligation to
update any of the forward-looking statements after the date of this report or to
conform these forward-looking statements to actual results.

Cash Requirements

         As of the date of this report, Centrex had approximately $5,000 in
cash. Our present financial commitments through the end of 2004 include $248,996
to the University of California pursuant to the revised development agreement,
approximately $1,100,000 to complete the Initial Prototype phase of development
for our planned product, an estimated $200,000 pursuant to Dr. Coughlin's
employment agreement, and an estimated $250,000 for legal and administrative
expenses. We presently do not have the funds to pay these obligations,
therefore, we must complete additional financing initiatives during 2004 to
generate the funds necessary to continue our operations. If we are successful in
raising the required capital, we may use it more rapidly than anticipated. We
may seek to raise the funds through equity or debt financings, collaborative
arrangements with corporate partners or other sources, which may be dilutive to
existing stockholders or otherwise have a material effect on our current or
future business prospects. In addition, in the event that additional funds are
obtained through arrangements with collaborative partners or other sources, we
may have to relinquish economic and/or proprietary rights to our technology. If
funding is not available when we need it or at all, we may be required to
significantly reduce, refocus or cease our development efforts. See "RISKS
FACTORS."

Product Development and Research Plan for the Next Twelve Months

         During the next twelve months, if sufficient funds are available,
Micronics is expected to complete development of the preliminary integrated
microfluidics card to be used in our planned product. During the next twelve
months, if sufficient funds are available, Stratos is expected to complete the
Initial Prototype phase, and to commence and complete the Alpha and Beta
prototype phases. Our product development efforts, however, may not be
successful. 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. Although we could have a product ready for sale as
early as July of 2005, we cannot predict with any degree of certainty when, or
if, the funding, research, development, or testing, will be completed. See "RISK
FACTORS-RISKS RELATED TO OUR TECHNOLOGY."

Expected Purchased or Sale of Plant and Significant Equipment.

         None.

Expected Significant Changes in Number of Employees.

         None.

Off Balance Sheet Arrangements

         None.

Critical Accounting Policies

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the  reported  amounts  of assets  and  liabilities  and  disclosures  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Because estimates and assumptions  require significant  judgment,  future actual
results could differ from those estimates and could have a significant impact on
the Company's  results of  operations,  financial  position and cash flows.  The
Company  re-evaluates  its  estimates  and  assumptions  at least on a quarterly
basis.  The  following  policy may  involve a higher  degree of  estimation  and
assumption:

Stock-based Compensation
     The  Company  accounts  for  stock-based   compensation   arrangements  for
employees in accordance with Accounting Principles Board ("APB") Opinion No. 25,
"Accounting  for Stock Issued to  Employees,"  and complies with the  disclosure
provisions of SFAS No. 123,  "Accounting for Stock-Based  Compensation" and SFAS
No. 148,  "Accounting for  Stock-Based  Compensation - Transition and Disclosure
(an  amendment  of FASB  Statement  No.  123)."  Under APB No. 25,  compensation
expense is based on the  difference,  if any, on the date of grant,  between the
fair value of the Company's stock and the exercise price.  The Company  accounts
for stock issued to  non-employees in accordance with the provisions of SFAS No.
123 and the related Emerging Issues Task Force ("EITF") Consensuses.

                                       18
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

         INDEX TO FINANCIAL STATEMENTS

Audited Financial Statements

Independent Auditors' Report.............................................  20

Balance Sheet At December 31, 2003.......................................  21

Statements Of Operations
  From Inception (October 6, 1998) Through
  December 31, 2003 And For The Years Ended
  December 31, 2003 and 2002............................................   22

Statements Of Cash Flows
  From Inception (October 6, 1998) Through
  December 31, 2003 And For The Years Ended
  December 31, 2003 and 2002............................................   23

Statements Of Shareholders' Equity
  From Inception (October 6, 1998) Through December 31, 2003............   24

Notes To Financial Statements
  From Inception (October 6, 1998) Through
  December 31, 2003, And For The Years Ended
  December 31, 2003 and 2002............................................   25

                                       19
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
of Centrex, Inc.

We have audited the accompanying  balance sheet of Centrex,  Inc., a Development
Stage  Company,  as  of  December  31,  2003,  and  the  related  statements  of
operations, cash flows and shareholders' equity for the years ended December 31,
2003 and 2002, and for the period from  inception  (October 6, 1998) to December
31, 2003.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Centrex,  Inc. as of December
31,  2003,  and the results of its  operations  and its cash flows for the years
ended December 31, 2003 and 2002, and for the period from inception  (October 6,
1998) to December 31, 2003, in conformity with accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial   statements,   the  Company  is  a  development  stage  company  with
insufficient  revenues to fund development and operating  expenses.  The Company
also  has  insufficient  cash to fund  obligations  as they  become  due.  These
conditions  raise  substantial  doubt  about its  ability to continue as a going
concern.  Management's  plan concerning this matter is also described in Note 2.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.


TULLIUS TAYLOR SARTAIN & SARTAIN,LLP

Tulsa, Oklahoma
March 18, 2004



                                       20
<PAGE>

                                 CENTREX, INC.
                         (A Development Stage Company)

                                 BALANCE SHEET
                               DECEMBER 31, 2003


Current Assets
Cash                                                                    $ 2,034
Prepaid Consulting Fees                                                 514,821
Prepaid Expenses                                                            512
                                                                     -----------
Total Current Assets                                                    517,367
                                                                     -----------

Other Assets
Licensed Technology, net                                                  5,113
Other Assets                                                            107,104
                                                                     -----------
Total Other Assets                                                      112,217
                                                                     -----------

TOTAL ASSETS                                                          $ 629,584
                                                                     ===========

                     LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts Payable                                                       $ 38,417
Rent and Other Payables                                                  18,237
Due to Stratos                                                           57,874
Due to Micronics                                                        171,500
Due to University of California/Los Alamos                              177,850
Notes Payable to Related Parties                                         21,393
Accrued Interest on Notes Payable to Related Parties                     15,015
                                                                     -----------
Total Current Liabilities                                               500,286
                                                                     -----------

Shareholders' Equity
Preferred Stock, $0.001 par value, 5,000,000 shares authorized,
100,000 shares issued and outstanding                                        100
Common Stock, $0.001 par value, 250,000,000 shares authorized,
111,274,794 shares issued and outstanding                               111,275
Common Stock subscribed                                                 (75,000)
Paid in Capital                                                       9,929,215
Deficit accumulated during the development stage                     (9,836,292)
                                                                     -----------
Total Shareholders' Equity                                              129,298
                                                                     -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $ 629,584
                                                                     ===========

   The accompanying notes are an integral part of these financial statements

                                       21

<PAGE>
                                 CENTREX, INC.
                         (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
        From Inception (October 6, 1998) Through December 31, 2003, and
                 For The Years Ended December 31, 2003 and 2002

<TABLE>

                                                         From inception
                                                       (October 6, 1998)
                                                                through             Year Ended             Year Ended
                                                      December 31, 2003      December 31, 2003      December 31, 2002
                                                      -----------------      -----------------      -----------------
<S>                                                    <C>                    <C>                    <C>
Stock transfer fees                                             $ 3,100                $ 3,100                   $ -
Gain on early extinguishment of debt                             88,591                      -                88,591

EXPENSES
Research and development                                      1,228,612                875,641               (65,799)
Noncash consulting and legal expenses                         4,233,024              2,229,514             1,641,535
Services contributed by employees                                40,125                      -                     -
Accrued Salaries                                                816,425                 16,425               400,000
Compensation cost for options granted                         1,880,969              1,301,969               554,000
Salary Expense                                                  240,867                240,867                     -
General and administrative                                    1,328,926                636,155               476,527
                                                      -----------------      -----------------      -----------------
   Total operating expenses                                   9,768,948              5,300,571             3,006,263
                                                      -----------------      -----------------      -----------------

Operating loss                                               (9,677,257)            (5,297,471)           (2,917,672)

Interest expense                                                159,035                  4,277                42,057
                                                      -----------------      -----------------      -----------------
Net loss                                                   $ (9,836,292)          $ (5,301,748)         $ (2,959,729)
                                                      =================      =================      =================

Weighted average shares outstanding                          23,134,353             69,004,525            18,123,677
                                                      =================      =================      =================
Loss per share (basic and diluted)                              $ (0.43)               $ (0.08)              $ (0.16)
                                                      =================      =================      =================
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       22
<PAGE>

                                CENTREX, INC.
                         (A Development Stage Company)

                            STATEMENTS OF OPERATIONS
        From Inception (October 6, 1998) Through December 31, 2003, and
                 For The Years Ended December 31, 2003 and 2002

<TABLE>

                                                         From inception
                                                       (October 6, 1998)
                                                                through             Year Ended             Year Ended
                                                      December 31, 2003      December 31, 2003      December 31, 2002
                                                      -----------------      -----------------      -----------------
<S>                                                   <C>                    <C>                    <C>
OPERATING ACTIVITIES
Net Loss                                                   $ (9,836,292)         $ (5,301,748)          $ (2,959,729)
Plus Non-Cash Charges to Earnings:
Amortization Expense                                            412,982                   444                  1,248
Compensation to employees and consultants                     1,497,325                90,000                567,200
Common Stock Issued for Services                              4,038,738             1,773,963              1,074,335
Compensation Cost for Non-Employee Options                    1,842,250             1,263,250                554,000
Adjustment of LANL Development                                 (130,500)                    -               (130,500)
Value of services paid for by third parties                     219,500               219,500                      -
Gain on early extinguishment of debt                            (88,591)                    -                (88,591)
Change in Working Capital Accounts:
Prepaid expenses                                               (515,333)              346,102                (32,970)
Deposit- LANL Development Agreement                            (106,710)                    -               (106,710)
Accounts payable                                                 21,992                  (686)                 3,373
Interest payable                                                151,800                 3,661                 37,051
Accrued salaries                                                 16,425                16,425                400,000
Payable to University of California/Los Alamos                  177,850               177,850                      -
Payable to Micronics                                            171,500               171,500                      -
Payable to Stratos                                               57,874                57,874                      -
Payable to Sterling Capital                                           -                     -                (50,000)
Rent and other expenses payable to related parties               18,237                 9,490                 (6,088)
                                                      -----------------      -----------------      -----------------
Net cash used in operating activities                        (2,050,953)           (1,172,375)              (737,381)
                                                      -----------------      -----------------      -----------------

INVESTING ACTIVITIES
Purchase of EMFP Stock                                           71,400                71,400                      -
Purchase of Licensed Technology                                  (7,000)                    -                      -
Purchase of  Sponsored Research                                (279,500)                    -                      -
                                                      -----------------      -----------------      -----------------
Net cash used in investing opportunities                       (215,100)               71,400                      -
                                                      -----------------      -----------------      -----------------

FINANCING ACTIVITIES
Sale of Preferred Stock to Third Parties                         50,000                50,000                      -
Sale of Common Stock for Cash to Third Parties                2,161,600             1,166,616                913,524
Common stock subscribed                                         (75,000)              (75,000)                     -
Payment of common stock subscribed                               50,000                    -                  50,000
Less: Cost of Capital                                           (98,638)              (98,638)                     -
Loans from Related Parties                                      403,858                    10                 27,000
Repayment of Loans from Related Parties                         (73,233)                    -                (47,900)
Repayment of Shareholder Loans                                 (150,500)                    -               (150,500)
                                                      -----------------      -----------------      -----------------
Net cash provided by financing activities                     2,268,087             1,042,988                792,124
                                                      -----------------      -----------------      -----------------

CHANGE IN CASH                                                    2,034               (57,987)                54,743

Cash at Beginning of Period                                           -                60,021                  5,278
                                                      -----------------      -----------------      -----------------
Cash at End of Period                                           $ 2,034               $ 2,034               $ 60,021
                                                      =================      =================      =================

SUPPLEMENTAL DISCLOSURE OF CASHFLOW INFORMATION
Cash Paid for Interest                                          $ 1,582                   $ -                $ 1,582
                                                      -----------------      -----------------      -----------------

NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued as payment of loans to related parties    $ 206,925             $ 204,900                    $ -
Gain recognized upon settlement of note payable                  88,591                     -                 88,591
                                                      -----------------      -----------------      -----------------

</TABLE>

   The accompanying notes are an integral part of these financial statements


                                       23
<PAGE>

                                CENTREX, INC.
                         (A Development Stage Company)

                            STATEMENTS OF SHAREHOLDERS' EQUITY
           From Inception (October 6, 1998) Through December 31, 2003

<TABLE>
                                                                                                                Deficit
                                                                                                            Accumulated
                                                                                         Common              During the
                                           Preferred     Preferred   Common      Par      Stock     Paid In Development
                                           Shares        Stock        Stock    Value Subscribed     Capital       Stage      Total
                                           -----------------------------------------------------------------------------------------
<S>                                        <C>           <C>         <C>         <C>    <C>            <C>     <C>             <C>

Balance at Inception (October 6, 1998)           $-        $ -            -      $ -        $ -         $ -         $ -        $ -
Common Stock Issued to Founders                   -          -    6,100,000    6,100                      -           -      6,100
Contributed Capital by Founders                   -          -            -        -          -         125           -        125
Common Stock Issued for Cash
    to Third-Party                                           -      360,000      360          -           -           -        360
Common Stock Issued for E.Coli Merger             -          -      540,000      540          -           -           -        540
Common Stock Issued for Safe Water Merger         -          -      950,000      950          -           -           -        950
Contribution of Services by Employees             -          -            -        -          -      22,400           -     22,400
Net Loss Accumulated through
    December 31, 1999                             -          -            -        -          -           -    (246,213)  (246,213)
                                           -----------------------------------------------------------------------------------------

Balance at December 31, 1999                      -          -    7,950,000    7,950          -      22,525    (246,213)  (215,738)
Contribution of Services by Employees             -          -            -        -          -      17,600           -     17,600
Compensation Cost for Non-Employee Options        -          -            -        -          -      77,000           -     77,000
Net loss for 2000                                 -          -            -        -          -           -    (395,766)  (395,766)
                                           -----------------------------------------------------------------------------------------

Balance at December 31, 2000                      -          -    7,950,000    7,950          -     117,125    (641,979)  (516,904)
Common Stock Issued to Third Parties              -          -      600,000      600          -      74,400           -     75,000
Common Stock Subscribed                           -          -      500,000      500    (50,000)     49,500           -          -
Shares Issued to Employees and
     Consultants                                  -          -    3,350,000    3,350          -     331,650           -    335,000
Employees Exercise of Options                     -          -    3,000,000    3,000          -           -           -      3,000
Value of Common Stock Issued to
     Non-Employees                                -          -      260,000      260          -      25,740           -     26,000
Compensation Cost for Non-Employee Options        -          -            -        -          -      25,000           -     25,000
Write-off of Compensation for Non-Employee
     Options                                      -          -            -        -          -     (77,000)          -    (77,000)
Net loss for 2001                                 -          -            -        -          -           -    (932,836)  (932,836)
                                           -----------------------------------------------------------------------------------------

Balance at December 31, 2001                      -          -   15,660,000   15,660    (50,000)    546,415  (1,574,815)(1,062,740)

Common Stock Sold to Third Parties
     for Cash                                     -          -    4,119,600    4,120          -     879,404           -    883,524
Common Stock Issued Pursuant to Option
     Exercise for Cash                            -          -      100,000      100          -      29,900           -     30,000
Common Stock Issued for Sterling Liability        -          -      120,000      120          -      59,880           -     60,000
Common Stock Issued for Investment
     Advisory Agreements                          -          -      525,000      525          -     236,475           -    237,000
Common Stock Issued for Services                  -          -    5,300,000    5,300          -   1,600,500           -  1,605,800
Value of Services Paid for by Third Parties       -          -            -        -          -     567,200           -    567,200
Value of Options issued to Non-Employees          -          -            -        -          -     554,000           -    554,000
Write-off of Accrued But Unpaid Salaries          -          -            -        -          -     800,000           -    800,000
Payment for common stock subscribed               -          -            -        -     50,000           -           -     50,000
Net loss for 2002                                 -          -            -        -          -           -  (2,959,729)(2,959,729)
                                           -----------------------------------------------------------------------------------------

Balance at December 31, 2002                               $ -   25,824,600 $ 25,825        $ - $ 5,273,774 $ (4,534,544)$ 765,055

Common Stock Sold to Third Parties
     for Cash                               100,000        100   17,906,794   17,907          -     838,684           -    856,691
Less Commission Paid                              -          -            -        -          -     (98,638)          -    (98,638)
Common Stock Issued Pursuant to
     Option Exercise for Cash                     -          -   13,666,000   13,666          -     271,259           -    284,925
Common Stock Issued for Services                  -          -   47,606,250   47,606          -   1,816,357           -  1,863,963
Common Stock Issued as Repayment of Debt          -          -    3,471,150    3,471          -     201,429           -    204,900
Shares issued for Emergency Filtration
     Products, Inc.                               -          -      300,000      300          -      71,100           -     71,400
Shares issued for Regulation S                    -          -    2,500,000    2,500    (75,000)     72,500           -          -
Value of Options issued to Non-Employees          -          -            -        -          -   1,263,250           -  1,263,250
Value of Services Paid for by Third Parties       -          -            -        -          -     219,500           -    219,500
Net loss for 2003                                 -          -            -        -          -           -  (5,301,748)(5,301,748)
                                           -----------------------------------------------------------------------------------------

Balance at December 31, 2003                100,000      $ 100  111,274,794 $ 111,275 $ (75,000)$ 9,929,215 $(9,836,292) $ 129,298
                                           =========================================================================================
</TABLE>

   The accompanying notes are an integral part of these financial statements

                                       24
<PAGE>

                                 Centrex, Inc.
                          (A Development Stage Company)

                          Notes To Financial Statements
         From Inception (October 6, 1998) Through December 31, 2003 and
                 For The Years Ended December 31, 2003 and 2002


Note 1--Organization and Summary of Significant Accounting Policies

Organization and Nature of Operations
Centrex, Inc. ("Centrex" or "the Company") owns an exclusive worldwide license
to develop, manufacture, and market products using Single Molecule Detection, a
technology invented at Los Alamos National Laboratory ("LANL"). The technology
is owned by the University of California ("the University"), which conducts its
research at LANL. The technology is designed to rapidly detect bacteria or
viruses by matching the DNA of the organism. The Company has entered into a
development agreement with the University and LANL to build a prototype system
that enables rapid detection of harmful pathogens, including potential biothreat
agents.

Development Stage Operations
The Company was incorporated on October 6, 1998, under the laws of the state of
Oklahoma. Since inception, the Company's primary focus has been raising capital
to fund development of its planned product using its licensed technology.

Income Taxes
The Company uses the liability method of accounting for income taxes as set
forth in Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes." Under the liability method, deferred taxes are
determined based on the differences between the financial statements and tax
bases of assets and liabilities at enacted tax rates in effect in the years in
which the differences are expected to reverse.

Stock-based Compensation
The Company accounts for stock-based compensation arrangements for employees in
accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees," and complies with the disclosure provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation" and SFAS No. 148,
"Accounting for Stock-Based Compensation - Transition and Disclosure (an
amendment of FASB Statement No. 123)." Under APB No. 25, compensation expense is
based on the difference, if any, on the date of grant, between the fair value of
the Company's stock and the exercise price. The Company accounts for stock
issued to non-employees in accordance with the provisions of SFAS No. 123 and
the related Emerging Issues Task Force ("EITF") Consensuses.

Use of Estimates
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported revenues and expenses during
the reporting period. Actual results could differ from those estimates.

New Accounting Standards
The Financial Accounting Standards Board ("FASB") periodically issues new
accounting standards in a continuing effort to improve standards of financial
accounting and reporting. Management has reviewed the recently issued
pronouncements and concluded that the following new accounting standards are
potentially applicable to the Company.

In June 2002, the Financial  Accounting Standards Board ("FASB") issued SFAS No.
146,  "Accounting for Costs Associated with Exit or Disposal  Activities."  This
statement  requires  that a  liability  for a cost  associated  with  an exit or
disposal  activity be recognized when the liability is incurred.  Under previous
guidance,  a  liability  for an exit  cost  was  recognized  at the  date of the
commitment to an exit plan.  The  provisions of this  statement  will be applied
prospectively,  as applicable, and are effective for exit or disposal activities
that are initiated after December 31, 2002. The adoption of SFAS No. 146 did not
have a  material  effect on the  Company's  financial  position  or  results  of
operations.

In  November  2002,  the FASB issued FASB  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). This interpretation elaborates
on the disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under specified  guarantees that it has issued.
It also clarifies that a guarantor is required to recognize, at the inception of
a guarantee,  a liability  for the fair value of the  obligation  undertaken  in
issuing the guarantee.  The disclosure  requirements in this interpretation were
effective for financial  statements  of interim or annual  periods  ending after
December 15, 2002.  Additionally,  the  recognition of a guarantor's  obligation
should be applied on a prospective basis to guarantees issued after December 31,
2002.  The  adoption of FIN 45 did not have a material  effect on the  Company's
financial position or results of operations.


                                       25
<PAGE>




In January 2003,  the FASB issued FIN 46,  "Consolidation  of Variable  Interest
Entities", that provides guidance in determining when variable interest entities
should be consolidated in the financial  statements of the primary  beneficiary.
For the  Company,  the  consolidation  provisions  of FIN 46,  as  revised,  are
effective in fiscal years beginning after December 15, 2004.The  adoption of FIN
46 is not expected to have a material effect on the Company's financial position
or results of operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments With  Characteristics  of Both Liabilities and Equity." SFAS No. 150
changes the  classification  in the  statement of financial  position of certain
common  financial  instruments  from either equity or mezzanine  presentation to
liabilities  and requires an issuer of those  financial  statements to recognize
changes in fair value or redemption amount, as applicable, in earnings. SFAS No.
150 is effective for financial  instruments  entered into or modified  after May
31, 2003,  and with one  exception,  is effective at the  beginning of the first
interim  period  beginning  after June 15, 2003. The effect of adopting SFAS No.
150 is  recognized  as a  cumulative  effect of an  accounting  change as of the
beginning  of the  period  of  adoption.  Restatement  of prior  periods  is not
permitted.  SFAS No.  150 did not have any  impact  on the  Company's  financial
position or results of operations.



Note 2--Uncertainties

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company is in the early stages of
development and has no sources of revenue to fund the development of its planned
product and to pay operating expenses, resulting in a cumulative net loss of
$9,836,292 for the period from inception (October 6, 1998) to December 31, 2003,
and a net loss of $5,301,748 and $2,959,729 for the years ended December 31,
2003 and 2002, respectively. The ability of the Company to continue as a going
concern during the next year depends on the successful completion of the
Company's capital raising efforts to fund the development of its planned
products. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.

The Company's cash resources are not sufficient for the next twelve months. The
Company will need to complete additional financing initiatives in 2004 to
generate the liquidity necessary to continue our operations. Due to current
economic conditions, the Company may not be able to secure additional financing
on acceptable terms, if at all.

Note 3--Other Assets and Licensed Technology, Net

Other assets consisted primarily of $106,710 paid pursuant to the revised
development agreement with the University and LANL. This amount represents a
90-day advance payment that will be held by LANL and used to pay the last three
months of development pursuant to the agreement.

Note 4--Commitments and Contingencies

Exclusive License Agreements with University of California
----------------------------------------------------------
On February 25, 2002, the Company and the University of California entered into
a modified license agreement, whereby the Company was granted exclusive rights
to the single-molecule detection technology for all fields of use. The Company
paid a modification fee of $15,000, which was recorded as an expense, and agreed
to pay $10,000 within thirty (30) days of issuance of a patent. A patent has not
yet been issued.

Pursuant to the modified license agreement, the University of California will
receive a royalty equal to three and one half percent (3.5%) of net sales of
products using the single molecule detection technology, and any additions,
extensions and improvements thereto; an annual license fee of $5,000 payable in
advance on January 2 for each year the license agreement is in effect; and 50%
of other payments, including sublicense issue and annual fees received from
sublicense(s) in consideration for the licensed invention. The royalty
obligation will expire after the expiration of the last to expire patent that
covers the licensed intellectual property. If a U.S. patent is not issued, the
Company intends to renegotiate with the University of California for a licensing
term of at least 17 years, the normal life of U.S. Patent.

Patent Applications related to single molecule detection method
---------------------------------------------------------------
The DNA-based single molecule detection method is patent-pending. The method is
owned by the University of California, and in December of 1999, they filed a
U.S. patent application. An initial ruling by the U.S. Patent & Trademark Office
rejected the claims in the patent application. The University of California
filed an appeal on
                                       26
<PAGE>

August 22, 2002. Although Centrex has recently learned that LANL officials were
contacted by USPTO via telephone that the patent claims will be allowed and that
LANL is now waiting written  confirmation and a publication date from the USPTO,
there is no assurance that a patent will be issued. The University of California
has filed patent applications in Canada, Europe, and Japan. No patents have been
issued  from those  jurisdictions,  and there is no  assurance  that any will be
issued.

Payable to University of California pursuant to revised development agreement
-----------------------------------------------------------------------------
The revised development agreement with the University of California dated
November 13, 2002 obligates the Company to pay $640,226, of which $391,270 has
been paid to date and $248,990 is presently due. The Company does not have the
funds necessary to pay the $248,990 presently due. According to the terms of the
Modified License, the University of California may have the right to terminate
the license if the Company is unable to pay the amount due.

Agreement with Micronics
------------------------
On May 13, 2003, the Company entered into an agreement with Micronics, Inc.
("Micronics"). Micronics provides custom designed lab cards and integrated
systems on behalf of clients using intellectual property that is proprietary to
Micronics. Pursuant to the agreement, Micronics has devised a comprehensive
project outline that targets delivery of reproducible working prototype lab
cards to be used in the prototype of the Company's planned product. During 2003,
the Company paid Micronics $75,000 and At December 31, 2003, the Company owed
them an additional $171,500. The Company presently does not have the funds to
pay Micronics. There is no assurance that Micronics will continue to work on the
project without being paid.

Agreement with Stratos
----------------------
On May 23, 2003, the Company entered into an agreement with Stratos Product
Development, LLC ("Stratos"), a Washington Company specializing in design and
engineering services, to build a commercial version of the Company's planned
product. Stratos has provided the Company with a development plan that consists
of five phases--Initial Prototype, Alpha Prototype, Beta Prototype,
Pre-Production Prototype, and Final Product. Development of the commercial
version of the Company's planned product is in the Initial Prototype phase.
During 2003, the Company had paid Stratos $150,000 and at December 31, 2003 owed
an additional $57.874. The Company presently does not have the funds to pay
Stratos. There is no assurance that Stratos will continue to work on the project
without being paid.

Employment Agreement with Dr. Thomas R. Coughlin
------------------------------------------------
The Company has an employment agreement with Dr. Thomas Coughlin, its Chief
Executive Officer, which automatically renews for successive two-year periods
after May 1, 2004, wherein Dr. Coughlin is to receive an annual salary of
$200,000 payable in 24 semi-monthly installments. The agreement provides for
customary employee benefits, bonuses, reimbursement of expenses, and
indemnification. If Dr. Coughlin resigns or is terminated, then he may be
entitled to a separation payment of up to two-year's salary plus benefits and
bonuses. The Company is dependent upon the services of Dr. Coughlin and the loss
of his services together with its inability to find a qualified replacement
could have a material adverse effect on its business. The Company presently does
not have the funds to pay Dr. Coughlin nearly $40,000 in past due salary for
2004 or to fund his employment agreement for the remainder of 2004. There is no
assurance that Dr. Coughlin will continue to work without being paid.

Dispute with Former Consultant
------------------------------
The Company is involved in a dispute with a former consultant regarding
agreements entered into during 2003. See Note 8- "Legal Proceedings".

Note 5--Common Stock

On January 6, 2003, the Company issued 875,000 shares of restricted common stock
valued at $70,000 as payment for legal services; 500,000 shares of restricted
common stock valued at $40,000 to a consultant for website design services;
300,000 shares of restricted common stock valued at $24,000 as consideration for
entering into a lease for office space; and 300,000 shares of restricted common
stock to Emergency Filtration Products, Inc. ("EMFP") in exchange for 400,000
restricted shares of EMFP valued at $71,400. On March 24, 2003, the Company sold
the restricted shares of EMFP in a private transaction for $47,354 in cash. The
Company valued the shares of its

                                       27
<PAGE>

common stock issued on January 6, 2003 based on the closing  market price less a
50% discount for the restrictive nature of the shares of common stock issued.

On January 7, 2003, the Company entered into an agreement with a consultant to
perform marketing and company development services. Pursuant to the agreement,
the Company issued 750,000 shares of stock to the consultant. The value of the
shares issued was calculated using $0.20 which was the closing stock price of
the Company's common stock on the date of the transaction. The Company recorded
$15,000 of expense related to this transaction in 2003.

On January 15, 2003, the Company amended its original consulting agreement with
Madison and Wall dated November 12, 2002. The amendment revised the compensation
section of the original agreement to authorize the Company, based upon Madison
and Wall's performance, to issue up to an additional 1,750,000 shares of common
stock. The shares were valued at $0.07 per share which was 50% of the closing
price of the Company's common stock, due to the restrictive nature of the common
stock issued. The Company recognized $122,500 in consulting expense related to
this transaction.

On January 15, 2003, the Company amended its consulting agreement with Andreas
Cyppek to issue an additional 1,400,000 shares. The additional shares were
valued at $0.07 per share which was 50% of the closing price of the Company's
common stock on the date of the original agreement. The Company recorded $98,000
of expense related to this stock issuance during 2003. The agreement was fully
amortized at December 31, 2003.

On January 15, 2003, the Company issued 300,000 shares to a consultant for work
relating to the financial accounting of the Company. The shares were valued at
$0.07 per share which was 50% of the closing price of the Company's common
stock, due to the restrictive nature of the common stock issued. The Company
recognized $21,000 in consulting expense related to this transaction.

On January 15, 2003, the Company issued 31,250 shares of its common stock to
Alpha Web Design pursuant to a consulting agreement whereby Alpha Web Design
will provide services for one year relating to the Company's web site
maintenance. The shares were valued at $0.07 which was 50% of the
closing price of the Company's common stock, due to the restrictive nature of
the common stock issued. The Company recognized $2,188 in consulting fees
related to this stock issuance.

On January 15, 2003, the Company issued 3,471,150 shares of its common stock as
payment in full of $204,900 of outstanding principal and interest due to related
parties.

On January 21, 2003, the Company issued 250,000 shares of its common stock
pursuant to the exercise of options. The Company received $250 in cash.

On January 29, 2003, the Company issued 500,000 shares of its common stock
pursuant to the exercise of options. The Company recorded the $500 value of the
options as legal expense.

On February 5, 2003, the Company sold 176,800 shares of its common stock to
foreign investors for $7,514 in cash. The shares were valued at $0.05 per share,
which was 50% of the closing price of the Company's common stock, due to the
restrictive nature of the common stock issued.

On March 13, 2003, the Company issued 125,000 shares of its common stock
pursuant to the exercise of outstanding options. The Company received $125 in
cash.

On March 21, 2003, the Company sold 2,500,000 shares of its common stock to a
foreign investor for $0.03 per share, which was 50% of the closing price of the
Company's common stock, due to the restrictive nature of the common stock
issued. The Company recorded $75,000 as a subscription receivable related to
this transaction

On March 24, 2003, the Company issued 500,000 shares of its common stock as
payment of $18,900 of rent due for February, March and April of 2003.

                                       28
<PAGE>

On March 26, 2003, the Company issued 3,500,000 shares of its common stock
pursuant to the exercise of employee stock options. The Company received $70,000
in cash.

On March 27, 2003, the Company issued 1,000,000 shares of its common stock
pursuant to the exercise of employee stock options. The Company received $20,000
in cash.

On March 31, 2003, the Company issued 50,000 options pursuant to the exercise of
non-employee stock options. The Company received $2,500 in cash.

On April 1, 2003, the Company issued 2,000,000 shares of its common stock to a
consultant pursuant to a written agreement. The shares were valued at $0.05 per
share, which was 50% of the closing price of the Company's common stock, due to
the restrictive nature of the common stock issued. The Company recorded $100,000
as a prepaid expense related to this transaction which will be amortized over
the life of the agreement (6 months).

On April 2, 2003, the Company issued 250,000 shares of its common stock pursuant
to the exercise of options. The Company received $12,500 from the transaction.

During April 2003, the Company issued 5,523,000 shares of its common stock
pursuant to the exercise of outstanding options and warrants. The Company
received $126,450 in cash.

On April 15, 2003, the Company issued 500,000 shares of its common stock
pursuant to a written consulting agreement. The shares were valued at $0.054 per
share, which was the closing price of the Company's common stock on the date of
the transaction. The Company recorded $27,000 in connection with the
transaction.

On April 15, 2003, the Company issued a total of 4,500,000 shares of its common
stock pursuant to written consulting agreements. The shares were valued at
$0.027 per share, which was 50% of the closing price of the Company's common
stock, due to the restrictive nature of the common stock issued. The Company
recorded $121,500 connection with the transaction. On June 24, 2003, these
consulting agreements were cancelled along with the related 4,500,000 shares of
common stock.

On April 30, 2003, the Company issued a total of 5,000,000 shares to a
consultant pursuant to a written consulting agreement. The shares were valued at
$0.045 per share, which was the closing price per share on the date of the
transaction less 50% for the restrictive nature of the stock. The Company
recorded $225,000 in connection with the transaction.

During April 2003, the Company began a private Unit offering consisting of one
share of common stock at $0.045 per share and one warrant to purchase one
additional share of common stock at $0.08 per share on or before December 31,
2006 for every dollar invested in the Company. During the second quarter of
2003, the Company sold 14,674,440 Units and received $660,350 in cash. The
Company paid $80,763 in commissions and fees related to these sales. During the
third quarter of 2003, the Company sold 3,055,554 Units and received $137,500 in
cash. The Company paid $17,875 in commissions and fees related to these sales.

On May 1, 2003, the Company issued 500,000 shares of its common stock pursuant
to a written consulting agreement. The shares were valued at $0.084 which was
the closing price of the stock on the date of the agreement. The Company
recorded $42,000 related to this transaction. Subsequently, the agreement was
cancelled and the shares of common stock were returned to the Company.

On July 15, 2003, the Company issued 900,000 shares of its common stock for
legal services. The shares were restricted and were valued at $0.035 per share
which was the closing price of the stock on the date of issuance less 50% for
the restrictive nature of the stock. The Company recorded $31,500 of legal
expense in connection with the transaction.

On July 15, 2003, the Company issued 4,350,000 shares of its common stock for
administrative and accounting services. The shares were restricted and were
valued at $.035 per share which was the closing price of the stock on the date
of issuance less 50% for the restrictive nature of the stock. The Company
recorded $152,250 in connection with the transaction, of which $139,563 was
recorded as an expense during 2003.

                                       29
<PAGE>

On July 15, 2003,  the Company issued  1,250,000  shares of its common stock for
services  relating to the design and maintenance of the Company's website and in
accordance with an amended consulting agreement.  The shares were restricted and
were valued at $.035 per share  which was the closing  price of the stock on the
date of issuance  less 50% for the  restrictive  nature of the stock.  The total
value of the shares issued was $43,750.  This amount is being amortized over the
life of the agreement  which is six months.  During 2003,  the Company  recorded
$40,104 of expense in connection with the agreement.

On August 29, 2003, the Company issued 6,600,000 shares of its common stock
pursuant to a written consulting agreement. The shares were valued at $.03 per
share which was the closing price of the stock on the date of issuance less 50%
for the restrictive nature of the stock. The Company recorded $198,000 which
amount is being amortized over the six month life of the agreement. During 2003,
the Company recorded $132,000 of expense in connection with the agreement.

On September 1, 2003, the Company issued a total of 5,100,000 shares for
services pursuant to various written agreements. The shares were valued at $0.03
per share, which was the closing price of the Company's common stock on the date
of issuance less a 50% discount for the restrictive nature of the stock. The
Company is amortizing the $153,000 over the life of the agreements which range
from 6 months to 2 years. During 2003, the Company recorded $77,000 of expense
in connection with the agreements.

On September 12, 2003, the Company agreed to issue 50,000 shares of its common
stock each month to a consultant during the one year term of the consulting
agreement. On December 9, 2003, the Company issued 200,000 shares of its common
stock to the consultant in satisfaction of its accrued obligation for four
months. On December 10, 2003, the Company issued an additional 200,000 shares of
its common stock as prepayment of is obligation for the first four months of
2004. The Company recorded $76,500 in connection with agreement.

On September 18, 2003, the Company issued 2,000,000 shares of its common stock
to its CEO Thomas R. Coughlin, Jr. The shares were restricted and were valued at
$.045 per share which was the closing price of the stock on the date of issuance
less 50% for the restrictive nature of the stock. The Company recorded $90,000
of expense in connection with the transaction.

On November 11, 2003, in connection with the attorney-client agreement, the
Company granted its legal counsel options to purchase up to 2,000,000 shares of
the Company's common stock at an exercise price of $.001 per share on or before
December 30, 2004. On December 1, 2003, Mr. Kaufman exercised his options and
received 2,000,000 shares of Company's common stock. The Company recorded
$72,000 of legal expense in connection with the transaction.

On November 12, 2003, the Company issued 2,666,667 shares of common stock to two
consultants for services to be performed over a six month period. The shares
were valued at $.035 per share, which was the price per share on the date of
issuance less a 50% discount due to certain restrictions. The Company recorded
$93,333 in connection with the transaction and will amortized the amount over
the six month term.

On November 12, 2003, the Company issued 2,000,000 shares of common stock to a
consultant. The consultant will provide services over a six month period. The
shares were valued at $.035 per share, which was the price per share on the date
of issuance, with a 50% discount due to the restrictive nature of the stock. The
Company recorded a value $70,000 as a prepaid expense on the date of issuance.
The amount will be amortized over the life of the services provided.

On November 12, 2003, the Company issued 1,000,000 shares of common stock to two
consultants for the Company's website design and maintenance. The shares were
valued at $.035 per share, which was the price per share on the date of
issuance, with a 50% discount due to the restrictive nature of the stock. The
Company recorded a value of $35,000 as a prepaid expense on the date of
issuance. The amount will be amortized over the life of the services provided.

On November 12, 2003, the Company issued 1,333,333 shares of common stock to its
corporate counsel for legal services provided. The shares were valued at $.035
per share, which was the price per share on the date of issuance,

                                       30
<PAGE>

with a 50%  discount  due to the  restrictive nature of the stock.  The  Company
recorded a value of $46,667 as legal expense.

On November 15, 2003, the Company issued 968,000 shares of its common stock
pursuant to the exercise of stock options. The Company received $48,400 in cash.

On December 1, 2003, the Company issued 5,333,333 shares of common stock to two
of its former employees for consulting services to be preformed over a six month
period. The shares were valued at $.026 per share, which was the price per share
on the date of issuance, with a 50% discount due to the restrictive nature of
the stock. The Company recorded a value of $138,667 as a prepaid expense on the
date of issuance. The amount will be amortized over the life of the services
provided.

On December 1, 2003, the Company issued 666,667 shares of its common stock to
its corporate counsel for legal services provided. The shares were valued at
$.026 per share, which was the price per share on the date of issuance, with a
50% discount due to the restrictive nature of the stock. The Company recorded a
value of $17,333 as legal expense.

On December 10, 2003, the Company issued 350,000 shares of its common stock for
legal expenses. The shares were valued at $.0325 per share, which was the price
per share on the date of issuance less a 50% discount . The Company recorded
$11,375 as legal expense.

Note 6--Stock Options and Warrants Outstanding

The following table summarizes stock options and warrants as of December 31,
2003
<TABLE>

                                                                                              Average
                           Employee Stock     Non-Employee                                   Exercise
                                  Options    Stock Options        Warrants          Total       Price
----------------------- ------------------ ---------------- --------------- -------------- -----------
<S>                      <C>                 <C>              <C>            <C>            <C>

Balance at 12/31/02                    --        2,462,500       2,835,500      5,298,000       $0.40
Granted                         9,500,000       19,500,000      11,535,100     40,535,100       $0.03
Exercised                     (4,500,000)      (7,580,500)     (2,135,500)   (14,216,000)       $0.03
Forfeited                              --      (1,000,000)              --    (1,000,000)       $0.50
                        ------------------ ---------------- --------------- --------------
Balance at 12/31/03             5,000,000       13,382,000      12,235,100     30,617,100       $0.04
                        ------------------ ---------------- --------------- --------------

Weighted Average Fair Value of Options granted during the period $0.05

</TABLE>

The following table summarized  information  about stock options  outstanding at
December 31, 2003:

<TABLE>
<CAPTION>

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

                                         Options Outstanding                             Options Exercisable
                        ------------------------------------------------------- --------------------------------------
                        Number           Weighted Average
Range of                Outstanding      Remaining           Weighted  Average  Number Exercisable  Weighted  Average
Exercise Prices         at 12/31/03      Contractual Life    Exercise Price     at 12/31/03         Exercise Price
----------------------- ---------------- ------------------- ------------------ ------------------- ------------------
Employees:
$0.05                    5,000,000       9.24 Years          $0.05               5,000,000          $0.05

Non-Employees:
$0.001-$0.50            13,382,000       9.17 Years          $0.04              13,382,000          $0.04

Warrants:
$0.001-$0.20            12,235,100       3.00 Years          $0.04              12,235,100          $0.04


</TABLE>







Employee Stock Options
----------------------
On January 29, 2003, the Company  granted  4,500,000  options to employees.  The
options were exercisable at $0.10 per share on or before January 29, 2013. There
was no compensation  cost recorded for the issuance of these options because the
exercise  price  was the same as the  closing  price of the stock on the date of
grant.  During  March,  2003,  the exercise  price of the options was reduced to
$0.02 per share and all of the options  were  exercised.  The  Company  received
$90,000 in  connection  with the option  exercises.  Because the reduced  option
price was less  than the  closing  market  price on the date of  repricing,  the
Company recorded  $184,500 in additional  compensation cost related to the price
adjustment.

On March 24, 2003, the Company granted options to its officer to purchase up to
5,000,000 shares of the Company's common stock at $0.05 per share on or before
March 24, 2013. The exercise price was equal to the closing market price of the
Company's common stock on the date of grant. The options are subject to certain
restrictions. The Company did not record compensation cost related to the option
grant of 5,000,000 shares.

Non-Employee Stock Options
--------------------------
On January 29, 2003, the Company granted 500,000 options to its legal counsel.
The options were exercisable at $0.001 per share on or before January 29, 2013.
The Company recorded compensation cost of $87,500 in connection with the option
grant. Compensation cost was calculated using the Black-Scholes option pricing
model with the following assumption: exercise price of $0.001 per share; stock
price of $0.175 per share (the closing price of the Company's common stock on
the grant date); risk free interest rate of 4.0%; expected dividend yield of
0.0%; expected life of 10 years; and estimated volatility of 190%. On January
29, 2003, the options were exercised and the Company issued 500,000 shares of
its common stock.

                                       31
<PAGE>

On March 24,  2003,  the  Company  entered  into  agreements  with three  former
employees and a consultant to continue to serve the Company as consultants until
December 31, 2003. Pursuant to these agreements,  the Company granted options to
purchase up to  11,000,000  shares of the  Company's  common  stock at $0.05 per
share  on or  before  March  24,  2013.  The  options  are  subject  to  certain
restrictions.  The exercise price  approximated  the closing market price of the
Company's  common  stock on the date of  grant.  The  value of the  options  was
$594,000. This value was calculated using the Black-Scholes option pricing model
with the following assumption: exercise price of $0.05 per share; stock price of
$0.054 per share (the closing price of the  Company's  common stock on the grant
date);  risk  free  interest  rate of  4.0%;  expected  dividend  yield of 0.0%;
expected  life of 10  years;  and  estimated  volatility  of 195%.  The  Company
recorded  the option value as prepaid  expense  that will be amortized  over the
life of the consulting  agreements  which is one year. At December 31, 2003, the
value of these options was fully amortized.

On March 24, 2003 the Company granted options to purchase up to 6,000,000 shares
of common stock at $0.001 per share on or before December 30, 2003 to the
Company's legal counsel. The Company recorded compensation cost of $324,000
pursuant to the option grant. Compensation cost was calculated using the
Black-Scholes option pricing model with the following assumption: exercise price
of $0.001 per share; stock price of $0.054 per share (the closing price of the
Company's common stock on the grant date); risk free interest rate of 4.0%;
expected dividend yield of 0.0%; expected life of 10 years; and estimated
volatility of 195%. On April 8, 2003, the Company legal counsel exercised
3,000,000 options. The Company received $300 and recorded $2,700 in legal
expenses as a result of the transaction.

On November 11, 2003, the Company issued 2,000,000 options to purchase shares of
the Company's common stock at an exercise price of $.001 per share on or before
December 30, 2004 to the Company's legal counsel. The Company recorded 72,000 as
legal expense in connection with the transaction. The options were exercised in
December, 2003.

Warrants
--------
On March 24, 2003,  the Company  agreed to reduce the exercise  price of certain
outstanding warrants representing 2,785,500 shares of the Company's common stock
and certain outstanding  non-employee options  representing  1,037,500 shares of
the  Company's  common stock to $0.05 per share,  which was the closing price of
the Company's common stock on that date, if the holder of the warrant  exercised
the warrants on or before April 28, 2003.  As a result of the price  adjustment,
the  Company,  in the future will be  required  to account  for any  unexercised
warrants or options under  variable  accounting  for options  guidelines.  These
guidelines require the Company to recognize compensation cost each quarter based
on the  difference  between the new  exercise  price and the market price on the
last day of each quarter.  As of December 31, 2003,  the Company had  recognized
$3,250 in additional compensation cost related to the price adjustment.

In connection with a private placement of its common stock during 2003, the
Company issued warrants to purchase up to 1,556,600 shares of common stock of
the Company at an exercise price of $0.08 per share on or before August 22,
2006.

On December 10, 2003, the Company issued warrants to purchase up to 9,978,500
shares of the Company's common stock at exercise prices ranging from $.001 to
$0.20 per share to resolve a shareholder dispute. The warrants expire December
31, 2004.

Note 7- Related Party Transactions

During the year ended December 31, 2003,  Centrex entered into transactions with
a group  of  individuals  who  are  founders,  former  officers  and  employees,
consultants and stock holders.  The  transactions  involving stock issuances are
detailed in Note 5 and  transactions  involving  options are detailed in Note 6.
The more significant transactions with these persons are summarized as follows:

     -    The Company reduced the exercise price of options for 4,000,000 shares
          from $0.10 per share to $0.02 per share.  The options  were  exercised
          using  proceeds the  individuals  received for selling their shares at
          higher values.

     -    The  individuals  were paid an  aggregate  of  11,600,000  shares  and
          13,500,000  options to acquire shares for past and future  services to
          the Company.


Centrex leases approximately 4,200 square feet of commercial office space
pursuant to a lease that expires December 31, 2003. The monthly lease rate for
the office space is $6,300. The office space is shared with other companies in
which Centrex's officer and its employees may be officers, directors, employees
or shareholders. In addition to office space, Centrex shares staff and other
administrative expenses with these other companies. From time to time, Centrex
and the other companies may borrow from and/or make cash advances to each other
for the payment of rent and administrative expenses.

On January 15, 2003, the Company issued 3,471,150 shares of its common stock as
payment in full of $204,900 of outstanding principal and interest due to related
parties as of that date.

                                       32
<PAGE>

As of December 31, 2003, the Company owed $21,393 in principal and $15,015 in
accrued interest to Quasar Irrevocable Trust. The note is presently in default
and accrues interest at 16% per year. On June 21, 2002, a motion for summary
judgment was granted to Quasar Irrevocable Trust for $20,833 in principal,
$10,725 in interest, and $2,099 in attorney's fees related to their petition
filed November 19, 2001, demanding payment for outstanding loans due from
Centrex. On September 16, 2002, Quasar Irrevocable Trust presented an order of
garnishment and was paid $490 toward its summary judgment.

Note 8--Legal Proceedings

         Centrex, et al vs. Slicker
         --------------------------
         Centrex is a plaintiff in a lawsuit filed in the district court of
Tulsa County on January 24, 2002 against Frederick Slicker, our former corporate
counsel. The petition alleges that Slicker took various actions which were
against the interests of the Centrex, 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. We are seeking
compensatory and punitive damages. On March 25, 2002, Slicker filed
counterclaims against Centrex and individuals that have indemnification
agreements with Centrex, alleging, among other things, breach of contract,
conversion and breach of fiduciary duty. Slicker is seeking actual, exemplary
and punitive damages in excess of $10,000 each plus cost of litigation. The
Company believe that Slicker's counterclaims are frivolous and it intends to
vigorously defend against such claims; however, there is no assurance that the
Company will prevail in this case.

         Cyppek vs. Centrex, Inc.
         ------------------------
         On March 17, 2004, Andreas Cyppek filed a lawsuit against Centrex in
the United States District Court for the Northern District of Oklahoma. At issue
is 2,500,000 shares of Centrex common stock that Cyppek alleges were issued as
payment for services and which Centrex alleges were issued pursuant to a
subscription agreement for $75,000 which Cyppek never paid. He is seeking the
Court to compel Centrex to lift the restrictive legend on the certificate.
Centrex intends to vigorously defend itself and plans to file a counter claim
against Cyppek seeking the return of the 2,500,000 shares. There is no
assurance, however, that Centrex will prevail in this case.

         Possible Legal Proceedings with Jack Luchese
         --------------------------------------------
         On March 24, 2003 Centrex entered into an amended agreement with Jack
Luchese to become Centrex's new Chief Executive Officer on a full-time basis if
Centrex was successful in raising at least $2,000,000 (net of fees and expenses)
on or before January 1, 2004. In the interim, he agreed to be a consultant to
Centrex. However, the arrangements were placed on hold pending renegotiation of
the agreement. During the renegotiation process Luchese was not serving Centrex
on a formal basis. For most of 2003 Centrex and Luchese have been attempting to
negotiate a separation agreement. In connection with his amended agreement,
Luchese also purchased 100,000 shares of preferred stock of Centrex, Inc. which
were convertible into shares of common stock ranging from 7.5% of the
outstanding common shares to 15% of the outstanding common shares at the time of
conversion, subject to certain conditions. In January of 2004, Luchese filed a
Form 3 and a Form 13(d) declaring his ownership of 20,358,625 shares of common
stock of Centrex pursuant to the conversion of the preferred stock. Centrex has
not issued the 20,358,625 shares of common stock to Luchese. The Company
believes that he breached the terms of his agreements, thus the conversion
rights regarding the preferred shares are void. The outcome of our dispute with
Luchese is uncertain and we do not know if the differences between the parties
will result in litigation.

Note 9--Subsequent Events

Since December 31, 2003, the Company has issued 9,090,000 shares of its common
stock pursuant to the exercise of options and warrants. The Company has received
approximately $84,500 in cash in connection with the transactions

Since December 31, 2003, the Company has issued 5,100,000 shares of its common
stock pursuant to various consulting and financial advisory service agreements.
Approximately 4,900,000 of the shares issued have the right to be included in
the Company's next registration statement.

On January 22, 2004, the Company received $75,000 in cash from the sale of a
convertible debenture.  The debenture bears interest at the rate of 35% and
matures on July 21, 2004.  The $75,000 principal amount of the debenture plus
accrued interest is convertible at any time on or before July 21, 2004 into
shares of Company common stock at the then market price.  Prior to maturity,
the Company may prepay the debenture in whole or in part, plus accrued interest.

                                       33


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None

ITEM 8A. CONTROLS AND PROCEDURES

         We evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule 13a-15(3) and 15d-15(e)
under the Securities Exchange Act of 1934 (the "Exchange Act").  Based upon
that evaluation, our Chief Executive Officer (who is also our Principal
Accounting Officer) concluded that, as of the end of the period covered by
this report, our disclosure controls and procedures were adequately designed
to ensure that information required to disclosed by us in the reports we file
or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in applicable rules and forms.

         During the period covered by this report, there has been no change in
our internal control over financial reporting (as defined in Rule 13a-15(3) and
15d-15(e) under the Exchange Act) that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

(a)  Identify Directors and Executive Officers

         (1)-(4) Names, ages, positions, offices, business experience for the
past five years

         Dr. Thomas R. Coughlin, Jr. is CEO and Director of the Company. From
         January 1999 to January 2002, he was the Company's Medical Advisor.
         Prior to joining the Company, Dr. Coughlin was a cardiovascular and
         transplant surgeon for more than 25 years. He holds an undergraduate
         degree in Chemistry from Seton Hall University (B.S.) and is a graduate
         of the University of Rochester School of Medicine and Dentistry (M.D.).
         He did his cardiovascular and transplant surgical training at the
         University of Illinois and Cook County Hospital in Chicago. Dr.
         Coughlin was Assistant Professor and Chief of Transplant Surgery at the
         University of Maryland from 1986 to 1990, starting the heart transplant
         program and performing the first successful heart transplant at the
         University Hospital. During that time, he also served as Medical
         Director of the Maryland Organ Procurement Center. From 1992 to 1995,
         he was Medical Director of Cardiovascular Surgical Services at
         Alexandria Hospital in Alexandria, VA, and from 1991 to 1995, he was
         Assistant Clinical Professor, Thoracic and Cardiovascular Surgery, at
         George Washington University Medical Center in Washington, D.C. From
         1995 to January 1999, Dr. Coughlin practiced cardiovascular surgery in
         Tulsa, OK and was Assistant Clinical Professor at the University of
         Oklahoma Medical School.

(b) Significant Employees

         None.

 (c) Family Relationships

         None.

(d) Involvement in Legal Proceedings of Officers, Directors and Control Persons

         None.


                                       34

<PAGE>


ITEM 10.  EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

<TABLE>
                                                                    Long Term Compensation
                                                              ------------------------------------
                                  Annual Compensation                  Awards            Payouts
                           ---------------------------------- -------------------------- ---------
                                                   Other
    Name and                                       Annual      Restricted   Securities               All
   Principal                                       Compen      Stock        Underlying     LTIP      Other
    Position       Year      Salary       Bonus    sation      Awards       Options/      Payouts    Compen-
                                                                            SARs                     sation
----------------- -------- ------------ ---------- ---------- ------------- ------------ --------- ----------
<S>               <C>        <C>         <C>        <C>        <C>           <C>           <C>       <C>
Thomas R.
Coughlin, Jr.,     2003       $166,667    $-0-       $-0-      $160,000(1)   $50,000(2)     $-0-      $-0-
CEO

----------------- -------- ------------ ---------- ---------- ------------- ------------ --------- ----------
</TABLE>

(1)  Represents the dollar value of 2,000,000 shares of restricted  common stock
     awarded to Dr. Coughlin during 2003.

(2)  Represents  options  to  purchase  5,000,000  shares of common  stock at an
     exercise  price of $0.05 per share on or before March 23, 2013. As of March
     15, 2004,  based upon a closing price of $0.06 per share,  the total dollar
     value in excess of the option exercise price was $50,000.

                     Options/SAR Grants in Last Fiscal Year
                     --------------------------------------

         Dr. Coughlin was granted options to purchase up to 5,000,000 shares of
Centrex common stock at an exercise price of $0.05 per share on or before March
23, 2013.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

         As of March 17, 2003, the Company was not aware of any person that was
the beneficial owner of more than 5% of the Company's common stock. The
following table shows the beneficial ownership of the Company's officer and
director. Except as otherwise indicated, all information is as of March 15, 2004
and ownership consists of sole voting and investment power.

<TABLE>

                                                                                            Percentage of
                                                     Relationship          Common           Outstanding
Name and Address                                     To Company            Shares Owned     Shares
-----------------------------------------------------------------------------------------------------------
<S>                                                  <C>                   <C>              <C>
Thomas R. Coughlin, Jr.                              CEO and Director      7,079,000*       2.70%
9202 South Toledo Avenue
Tulsa, OK 74137

-----------------------------------------------------------------------------------------------------------
</TABLE>

*    Includes  options to purchase up to 5,000,000  shares of common stock on or
     before March 23, 2013 at an exercise price of $0.05 per share.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a)   Describe Related Party Transactions

         Refer to Note 7 "RELATED PARTY TRANSACTIONS" of the Financial
Statements for the year ended December 31, 2003.

                                       35
<PAGE>

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits:
         See Part III, "Index to and Description of Exhibits"

Reports on Form 8-K:
         The Company had no Form 8-K filings during the fourth quarter of 2003.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The following summarizes the fees billed by Tullius Taylor Sartain &
Sartain, our independent accountants, during 2002 and 2003:

---------------------------------------------- ---------------- ---------------
                                                    2002             2003
---------------------------------------------- ---------------- ---------------
Audit Fees (1)                                 $25,461          $43,058
---------------------------------------------- ---------------- ---------------
Audit-Related Fees                             $0               $0
---------------------------------------------- ---------------- ---------------
Tax Fees (2)                                   $   825          $   825
---------------------------------------------- ---------------- ---------------
All Other Fees                                 $0               $   185
---------------------------------------------- ---------------- ---------------

(1)  Includes  fees billed or to be billed during 2002 and 2003 for the audit of
     our financial statements for the years ended December 31, 2002 and 2003, as
     well as the review of our quarterly  financial  statements  included in our
     Forms  10-QSB  filed during the year 2002 and 2003 and issuance of consents
     related to registration statements.

(2)  Includes  fees  billed  or to be  billed  during  2002  and  2003  for  the
     preparation  of our federal and state  income tax  returns,  franchise  tax
     returns, and personal property tax returns for the years ended December 31,
     2002 and 2003.

                                       36

<PAGE>


                                    PART III

Index to and Description of Exhibits

<TABLE>

  Exhibit
   Number                           Description of Exhibit (incorporated by Reference)
------------- -----------------------------------------------------------------------------------------------
<S>           <C>
    3.1       Amended Certificate of Incorporation (filed as Exhibit 3.1 to Form 10-KSB, filed April 16, 2003)

    3.2       Bylaws Adopted October 6, 1998 (filed as Exhibit 2.2 to Form 10-SB, filed March 23, 2001)

    4.1       Form of Common Stock Certificate (filed as Exhibit 3.1 to Form 10-SB, filed March 23, 2001)

    4.2       Form of Warrant Certificate (filed as Exhibit 4.2 to SB-2 Registration Statement filed September 22, 2003)

    4.3       Centrex Inc. Long Term  Incentive  Plan (filed as Exhibit 4.2 to Form 10-KSB, filed April 16, 2003)

    10.1      Modified License  Agreement  between Centrex,  Inc. and the University of California (filed as
              Exhibit 10.9 to Form 10-QSB filed August 19, 2002)

    10.2      Funds-In  Agreement  between Centrex,  Inc. and Los Alamos National  Laboratory dated November
              13, 2002 (filed as Exhibit 10.2 to Form 10-KSB filed April 16, 2004)
    10.3      Form of Indemnification Agreement (filed as Exhibit 6.5 to Form 10-SB filed March 23, 2001)

    10.4      Amended  Employment  Agreement  between  Centrex,  Inc. and Thomas R. Coughlin,  Jr. (filed as
              Exhibit 10.7 to SB-2 Registration Statement filed September 22, 2003)

    10.5      Micronics  Services  Agreement dated May 13, 2003 (filed as Exhibit 10.1 to SB-2  Registration
              Statement filed September 22, 2003)

    10.6      Stratos-Centrex  Services  Agreement  dated  May  23,  2003  (filed  as  Exhibit  10.2 to SB-2
              Registration Statement filed September 22, 2003)

    10.7      Stock  Purchase  Agreement  between  Centrex,  Inc. and Jack Luchese (filed as Exhibit 10.6 to
              SB-2 Registration Statement filed September 22, 2003)

    10.8      Amended Employment Agreement between Centrex,  Inc. and Jack Luchese (filed as Exhibit 10.5 to
              Form 10-KSB filed April 16, 2003)

    23.1      Consent of Tullius Taylor Sartain & Sartain, LLP***

    31.0      Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(a),
              as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002***

    32.0      Certification  of Chief Executive  Officer and Chief Financial  Officer  Pursuant to 18 U.S.C.
              Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002***

</TABLE>

***Filed herewith

                                       37
<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



                                                Centrex, Inc.


                                                /s/ THOMAS R. COUGHLIN, JR.

                                                -------------------------------
                                                Thomas R. Coughlin, Jr.

March 31, 2003


                                       38