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

                                  FORM 10-KSB


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

                      For the year ended December 31, 2000



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

            Oklahoma                   000-32021              73-1554121
(State of other jurisdiction of        (SEC File           (I.R.S. Employer
incorporation or organization)           Number)         Identification Number)

                               8908 S. Yale Avenue
                                    Suite 409
                                 Tulsa, OK 74137
          (Address of principal executive offices, including zip code)

                                 (918) 491-7557
              (Registrant's Telephone Number, Including Area Code)

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

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

Securities to be 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

     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 ]

     State issuer's revenues for its most recent fiscal year: $-0-

     State the aggregate market value of the voting and non-voting common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified price within the past 60 days. $0 as of May 3, 2001

     State the number of shares  outstanding of each of the issuer's  classes of
common  equity,  as of the latest  practicable  date:  As of May 3, 2001, we had
7,950,000 shares of common stock, $0.001 par value, outstanding.

<PAGE>
THIS FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2000 IS BEING FILED VOLUNTARILY
BY  THE  COMPANY.  WE  BECAME  SUBJECT  TO  THE  REPORTING  REQUIREMENTS  OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, BY OPERATION OF LAW ON JANUARY 26,
2001.

Certain Forward-Looking Information

         Certain  statements  included in this report  which are not  historical
facts are forward looking  statements,  including the information  provided with
respect to future business opportunities, expected financing sources and related
matters.  These forward  looking  statements are based on current  expectations,
estimates,  assumptions and beliefs of management,  and words such as "expects",
"anticipates",  "intends",  "believes",  "estimates" and similar expressions are
intended to identify such forward looking statements.  Since this information is
based on current  expectations  that  involve  risks and  uncertainties,  actual
results  could differ  materially  from those  expressed in the  forward-looking
statements.

                                     Part I.

Item 1.  Description of Business

     Contamination of water by bacterial  organisms is a major health problem in
both  industrialized and emerging nations.  Consumption of contaminated water by
humans and livestock can cause serious, even deadly, infection.

     Of  particular  concern is E.coli 0157 H7, a strain of  bacteria  which can
kill people.  The EPA  mandates  the testing of water for this deadly  strain of
E.coli,  however,  current testing methods require between 24-48 hours to obtain
results.  We own the  exclusive  worldwide  license to a  technology  capable of
confirming  the  presence  of  E.coli  within  minutes  (the  "E.coli  detection
system"). We are funding the development of a commercial prototype at Los Alamos
National  Laboratory.  If we are  successful in  developing a viable  commercial
product,  we plan to market it to water  treatment  facilities  and testing labs
worldwide.

     Another   serious   water   issue   is    cryptosporidium    contamination.
Cryptosporidium can cause severe, even deadly,  gastrointestinal  illnesses. The
EPA  recognizes  cryptosporidium  is a  major  problem  but  concedes  there  is
currently no practical,  economical way to routinely  test for its presence.  We
own  the  exclusive  worldwide  license  to  a  technology  capable  of  quickly
identifying   and   quantifying   levels  of   cryptosporidium   in  water  (the
"Cryptosporidium  detection system").  We believe our computer-based  technology
will  provide a simple,  inexpensive  way to monitor  cryptosporidium  levels in
water. We plan to engage a university  research  facility or engineering firm to
develop  a  viable  commercial   design  and  manufacturing   process  for  this
technology,  but we have not yet  entered  into any  such  agreement.  If we are
successful in developing a viable  commercial  product,  we plan to market it to
water treatment facilities and testing labs worldwide.


(a)      Business Development

   1.    Form and Year of Organization

     We are a development  stage company  incorporated in Oklahoma on October 6,
1998.

   2.    Bankruptcy or Receivership

     We have never been in bankruptcy or receivership.

   3.    Merger, Reclassification and Purchases of Assets

     E. Coli Measurement Systems, Inc.
     --------------------------------

     We acquired the exclusive  rights to the E.coli detection system on June 7,
1999, when we acquired 100% of the common stock of E. Coli Measurement  Systems,
Inc. ("EMSI"), a Florida corporation, in exchange for

                                        2
<PAGE>

540,000 shares of our common stock at par value, $0.001 per share. (See Part II,
Item 4.  "Recent  Sales of  Unregistered  Securities").  EMSI ceased to exist by
reason of the  transaction,  and the rights and  obligations of EMSI under their
Exclusive License Agreement and Sponsored Research Agreement with the University
of California were assigned to us. The Merger Agreement was filed as Exhibit 8.1
to our Form 10-SB, as amended.

     EMSI was formed by UTEK Corporation ("UTEK"), the sole shareholder of EMSI,
for the  purpose  of  transferring  the  E.coli  detection  technology  from the
University of California to the private  sector.  EMSI had no operations  during
the period of its existence.  Therefore,  no proforma  financial  information of
EMSI was presented in our financial statements.

     UTEK, a Florida corporation,  has relationships with major universities and
government  research facilities in the U.S. and in Europe and specialized in the
transfer  of  technology  from those  facilities  to the private  sector.  As of
December 31, 2000, UTEK owned approximately  1,584,000 shares (or about 19.9% of
the outstanding shares) of our common stock (See "Item 11. Security Ownership of
Certain  Beneficial  Owners and Management" and Item 12. "Certain  Relationships
and Related Transactions")

     The Exclusive  License Agreement (the "E.Coli  License"),  filed as Exhibit
6.1 to our Form 10-SB,  as amended,  gave us the exclusive  worldwide  rights to
develop and market a system to detect microbial contamination,  primarily E.Coli
bacteria,  in food and  water.  The  E.Coli  License  contains  royalty  payment
provisions,  which  are  discussed  in Item 1.  "Patent,  Trademarks,  Licenses,
Royalty Agreements or Labor Contracts."

     The Sponsored Research Agreement (the "E.Coli Research  Agreement"),  filed
as Exhibit 6.2 to our Form 10-SB, as amended,  provides for a 24-month  research
and development program to develop a prototype E.coli detection system at a cost
to us of $410,000. Development of the prototype is being conducted at Los Alamos
National  Laboratory.  As of May 3,  2001,  we  paid  $279,500  of the  $410,000
obligation.

     Safe Water Technologies, Inc.
     -----------------------------

     We acquired the exclusive worldwide rights to the Cryptosporidium Detection
System on September 17, 1999,  when we acquired 100% of the common stock of Safe
Water Technologies,  Inc. ("SWT"), a Florida corporation in exchange for 950,000
shares of our common stock at par value,  $0.001 per share(See  Part II, Item 4.
"Recent Sales of Unregistered Securities"). SWT ceased to exist by reason of the
transaction and the rights and obligations of SWT under their Exclusive  License
Agreement with the University of South Florida Research Foundation were assigned
to us.  The Merger  Agreement  was filed as Exhibit  8.3 to our Form  10-SB,  as
amended.

     SWT was formed by UTEK, the majority shareholder of SWT, for the purpose of
transferring  the  Cryptosporidium  Detection  Technology from the University of
South Florida to the private sector.  SWT had no operations during the period of
its existence. Therefore, no proforma financial information of SWT was presented
in our financial statements.

     The Exclusive License Agreement (the "Cryptosporidium  License"),  filed as
Exhibit  6.2 to our Form  10-SB,  as amended,  gave us the  exclusive  worldwide
rights  to  develop  and  market a system to  detect  cryptosporidium  and other
pathogens  in  water.  The  Cryptosporidium  License  contains  royalty  payment
provisions,  which are  discussed  in Item 1,  paragraph 7 "Patent,  Trademarks,
Licenses,  Royalty  Agreements or Labor  Contracts." We presently do not have an
agreement with anyone to develop a prototype Cryptosporidium Detection System.

                                        3
<PAGE>

(b)       Business of Issuer

     1.    Principal Products and Services of Centrex and Their Markets

     There are approximately  170,000 public water systems in the United States.
We plan to first target the 8,088  community  water systems that supply water to
nearly 228 million people in the U.S. These community water systems are required
by the EPA to test their  water on a regular  basis for the  presence of E.coli,
depending on the number of people served by their water system. For instance,  a
system serving  10,000 people is required to perform 10 tests per month,  50,000
people  60 tests per  month,  100,000  people  100 tests per month and more than
600,000 people 240 tests per month.

     There is currently no known detection method commercially available for the
instantaneous  identification  of E. coli as a  contaminant  in water.  The most
widely used testing  method is the standard  bacterial  culture,  which requires
24-48 hours to yield any positive information. This method consists of culturing
a water  sample on a bacterial  culture  plate and,  after a varying  incubation
period in a  controlled  environment,  reading the plate to observe the specific
bacteria  that  grows  on the  plate.  Bacterial  culturing  is time  consuming,
expensive, and requires specialized facilities and trained technicians.  Another
method,  the PCR  technique,  generally  takes  6-9  hours to yield a  practical
result, but requires sophisticated and expensive equipment and specially trained
technical support staff.

     E. Coli Detection
     -----------------

     Our method of the E. coli detection is based on the  scientific  phenomenon
that each individual  species,  from the most primitive  bacteria to modern man,
has a  distinct  genetic  fingerprint  unique to that  organism.  This  distinct
genetic profile is contained in the organism's genes, (genetic code material) in
the form of DNA  sequences  specific to that  species.  This genetic  profile or
fingerprint is encoded in the genes of each individual  organism of that species
and is carried in every cell of the organism.  This means that there are certain
"dog" genes that all dogs  possess  and that  identify  them as dogs.  Likewise,
there are  specific  E. coli,  whale,  iguana,  and human  genes  that  identify
individuals of those species as belonging to the same collective group.

     Once all, or even part, of the genetic  profile of an  individual  organism
has been  established,  certain DNA  sequences  of that  organism can serve as a
unique  marker or  identifying  tag.  This means that once the  sequences of the
genetic material of an organism's  genes are known,  some of those sequences can
be used for the detection of that particular  organism.  It should be understood
that while several  organisms may have some genetic material and thus particular
genes or DNA sequences in common, there are specific exclusive sequences,  which
are unique to only that individual  species.  Humans carry "human" tags in their
genetic makeup that, when analyzed, designate the genetic material, and thus the
organism  it came  from,  as human.  Likewise,  E. coli  bacteria  have  genetic
material  that is specific to E. coli,  and when it is analyzed it confirms  the
presence of E. coli.

     Our E. coli  detection  method  utilizes the principle of specific  genetic
tags in the genetic fingerprint of an organism to detect the presence of E. coli
bacteria in the sample being analyzed.  The method consists of synthesizing in a
small tube, a fluorescent  nucleic acid reporter sequence which is complimentary
to the specific E. coli tag being sought.  This  relatively  quick  (1-2minutes)
synthesis uses a short identifying sequence of the target DNA as a template. The
sample is then analyzed in a single molecule  detection  apparatus using a laser
of appropriate wavelength to stimulate the fluorophore-labeled hybrid molecule.

     The detection of the synthesized  fluorescent  reporter molecule  signifies
the  presence  of E.coli  DNA in the  sample.  If no E.coli DNA is  present,  no
reaction takes place, no fluorescing  sequence is generated,  and no identifying
fluorescent  pattern  appears when the sample is exposed to the laser beam.  The
sensitivity  of this method allows for the direct  detection of specific  single
genes,  without the  necessity  of using  currently  favored  PCR  amplification
methods. Our process exhibits significant  advantages over current methodologies
in terms of sensitivity, accuracy, speed, and per-assay cost.

                                        4
<PAGE>

         Cryptosporidium Detection:
         -------------------------

     Cryptosporidium  is an  intestinal  parasite that can live in the digestive
tracts of humans and  livestock.  It has been  found in over 95% of all  surface
waters that have been tested  worldwide.  These  organisms  are  transmitted  by
drinking  infected  water and can cause  gastrointestinal  illnesses  of varying
severity. The symptoms include flu-like diarrhea, nausea and stomach cramps. The
infection is usually self-limiting in healthy adults, whose immune systems fight
and  eventually  overcome the parasitic  infestation.  However,  infection  with
cryptosporidium  can be a serious  health risk to infants,  the aged,  and those
compromised by other  underlying  diseases.  People born with a weakened  immune
system,  with cancer,  transplant patients taking  immunosuppressive  drugs, and
those infected with HIV are especially at high risk from this deadly parasite.

     Contamination of water by cryptosporidium is a serious issue faced by water
purification and distribution  facilities throughout the world, since 95% of all
known surface waters are contaminated with this organism.  Deadly outbreaks have
been  observed  following  technical  or overload  problems  at water  treatment
facilities. Detection of these contaminating microorganisms and their infectious
form,  the oocysts,  in water  supplies is important in order to avoid the human
consumption of infected water.

     The  cryptosporidium  organism has a rather  complicated,  multi-stage life
cycle,  most of which takes place in the intestinal  tract of the infected host.
Oocysts represent an infectious stage in the life cycle of these cryptosporidium
protozoa.  In this form of the  organism,  the cells  produce a thick cell wall,
lose water and become dormant. During this quiescent stage, metabolism may cease
entirely, and the oocysts become extremely resistant to any unfavorable external
environment.  They are extremely  hardy and difficult to kill.  Infected  hosts,
such as cattle in a feedlot,  excrete these resilient oocysts,  which can easily
survive in agricultural  runoff and go on to contaminate surface water. In order
for infection to occur,  humans or susceptible animals must ingest water or food
contaminated  with the  oocysts.  Once  inside  the  animal or human  intestinal
system,  the thick  oocyst cell walls are broken down by the  digestive  juices,
releasing the parasite.  Once set free in the human or animal  intestinal tract,
cryptosporidium multiplies and causes illness.

     Cryptosporidium   oocysts,  due  to  their  hardy,  resilient  nature,  are
extraordinarily  resistant to chlorination  and other water  treatment  methods.
They can  withstand  treatment  with over 8,000 mg. per liter of free  chlorine,
which  vastly  exceeds  the levels that are  acceptable  in potable  water.  The
oocysts  are  small  particles  generally  measuring  four to eight  microns  in
diameter.  The filters commonly used in public water supplies cannot efficiently
retain particles of this size. Even a filtered public water supply that meets or
exceeds all existing EPA operating standards is susceptible to contamination due
to the microscopic size of these organisms.

     It  is   generally   agreed  that  the  current   analytical   methods  for
cryptosporidium  detection  are not  sufficiently  developed  for routine use in
public water assessment.  Because  cryptosporidium is a parasite and cannot grow
and reproduce outside a living animal, it cannot be grown or detected by culture
methods.   While  the  EPA   clearly   recognizes   water   contamination   with
cryptosporidium as a major problem,  it also concedes that there is no reliable,
economical  test  available to routinely  screen public water for this parasite.
The EPA presently does not mandate routine testing for cryptosporidium by public
water  suppliers.  If testing is done, the current standard is EPA Method 1623 .
This method  involves a  standardized  filtration  process,  the staining of the
filtered   material   with   a   florescent-tagged    monoclonal   antibody   to
cryptosporidium, and the time consuming, manual counting of the organisms in the
filtrate  under  an  ultraviolet   light  microscope  by  experienced,   trained
microscopists. This method is not only complicated, it is also very expensive to
implement.

The Centrex Cryptosporidium Detection Method:
---------------------------------------------

     While  our  Cryptosporidium  Detection  System  has  demonstrated  proof of
principle in the research laboratory setting, extensive development is necessary
to bring the  commercial  version of this  invention to market.  We have not yet
begun developing the commercial prototype. Our Cryptosporidium  Detection System
is based on the physical principle that when a beam of light is passed through a
microorganism,  the  diffraction  pattern of the beam is unique to that specific
type of microbe. This means that the way the beam of light is

                                        5
<PAGE>

scattered or distorted  is  dependent  on the  organism it passes  through.  Our
computerized  detection  system  registers the unique  diffraction  (scattering)
pattern or "light fingerprint" of the organism.  The pattern is then analyzed by
a proprietary computer algorithm, which interprets the pattern and automatically
identifies the organism.  Because our on-line  system  classifies and quantifies
the cryptosporidium thus eliminating the need for manual counting of oocysts, we
believe that  monitoring  water for high levels of  cryptosporidium  can be done
quickly and inexpensively as compared to Method 1623.

     2.  Distribution Method of Products and Services

     We do not have any  manufacturing  or  distribution  capacity.  Once viable
commercial  versions  of the E. Coli  detection  system and the  Cryptosporidium
Detection  System  have  been  produced,  we plan to  seek  corporate  marketing
partners to market and distribute  the products.  We have not yet determined the
commercial  arrangements  under  which we  would be  willing  to  engage  such a
corporate marketing partner.

     3.  Status of Publicly Announced Products or Services

     A  prototype  E. Coli  detection  system is being  developed  at Los Alamos
National  Laboratory.  We  expect  to have a  working  prototype  of the E. Coli
detection system available for testing at Los Alamos by the Spring of 2001. Once
a viable  commercial  version of the technology has been produced and thoroughly
tested,  we plan to seek EPA  endorsement of our product.  No formal approval of
the E.coli  detection  system by the EPA is required before we can begin selling
it to water treatment  facilities and water testing  laboratories in the U.S. We
believe  that   endorsement   of  our  product  by  the  EPA  will  enhance  its
marketability.  We do not know how long such endorsement will take or if we will
be successful in obtaining such endorsement.

     The  Cryptosporidium   Detection   Technology  has  demonstrated  proof  of
principle in the research laboratory setting, however,  extensive development is
necessary to bring the commercial version of this invention to market. We do not
have a development agreement to make a working prototype at this time.

     4.  Competitive Business Conditions, Competitive Position and Methods of
         Competition

E.coli  Detection
-----------------

     There is currently no known detection method commercially available for the
instantaneous  identification  of E. coli as a contaminant in water,  and we are
unaware  of any  other  companies  who  are  engaged  in  developing  technology
comparable  to ours.  We  presently  compete  with PCR and  bacterial  culturing
methods which  generally  take 6-8 hours and 24 hours,  respectively,  to obtain
results.  Our  competitive  challenge will be to demonstrate to water  treatment
facilities and testing  laboratories  that our E.coli  detection system provides
reliable  results in less time and at less cost than  current  testing  methods.
Companies with significantly greater financial,  scientific, marketing and sales
resources than ours are presently selling PCR and bacterial  culturing equipment
and  supplies.  There  is  no  assurance  that  they  won't  develop  technology
comparable or superior to ours.  There is no assurance that our E.coli detection
system,  if and when commercially  available,  will be accepted by the market or
that we will be able to compete.

Cryptosporidium Detection
-------------------------

     There is also no known  detection  method  commercially  available  for the
instantaneous  identification of cryptosporidium in water, and we are unaware of
any other companies who are engaged in developing technology comparable to ours.
Present cryptosporidium  detection methods are unreliable and expensive.  Again,
our competitive  challenge will be to demonstrate to water treatment  facilities
and testing  laboratories  that our  Cryptosporidium  Detection  System provides
reliable  results in less time and at less cost than  current  testing  methods.
Companies with significantly greater financial,  scientific, marketing and sales
resources  than ours are presently  selling  equipment and supplies used to test
for  cryptosporidium.  There is no assurance that they won't develop  technology
comparable or superior to ours. There is no assurance that

                                        6
<PAGE>

our Cryptosporidium  Detection System, if and when commercially available,  will
be accepted by the marketplace or that we will be able to compete.


     5.  Sources of Raw Materials and the Names of Principal Suppliers

     We do not manufacture  any products,  so we have no need for raw materials.
Once fully developed for  commercialization,  both the E. coli detection  system
and  the  Cryptosporidium  Detection  System  can be  easily  manufactured  from
commercially available components.  The major component of the E. coli detection
system is a focused  beam dye laser along with some  biochemical  reagents and a
DNA  primer.  This  focused  beam dye laser is a standard  "off the shelf"  unit
available from a variety of suppliers.  The Cryptosporidium  Detection System is
based on a standard, widely available  spectrophotometric assay technology. Even
though the E.coli detection system and the Cryptosporidium  Detection System are
each  manufactured  from commercially  available  components,  certain parts are
proprietary.  For example,  the quantities of the  biochemical  reagents used in
E.coli detection system are based on proprietary  formulas.  The Cryptosporidium
Detection System uses a proprietary  computer  algorithm to analyze and quantify
the amount of  cryptosporidium in a water sample. To date, we have not taken any
steps to protect the proprietary  formula for the  biochemical  reagents used in
the E.coli  detection  system.  We also have not taken any steps to protect  the
computer  algorithm used in the  Cryptosporidium  Detection System.  There is no
assurance that we will seek protection or that any protection will be available.

     6.  Dependence on one or a few major customers

     We do not have any products for sale, so we are not dependent upon one or a
few customers.  We anticipate  that our products will be sold to water treatment
facilities and testing laboratories  worldwide,  however,  there is no assurance
that we will not be dependent upon one or a few major customers.


     7.  Patents, trademarks, licenses, royalty agreements or labor contracts

     Patents
     -------

     We do not own any  patents.  The filing,  prosecution  and  maintenance  of
patents are within the sole  discretion of the patent owners.  We have the right
to request that the patent owner seek, obtain and maintain, at our expense, such
patent and other  protections  to the extent  that they are  lawfully  entitled.
There is no assurance  that the  University of  California or the  University of
South Florida will seek such  protections or that we will have enough capital to
fund such activities.

          E.coli Detection System- Patent Pending
          ---------------------------------------

               The E.coli detection system method is patent-pending.  The E.coli
          detection  method  is owned by the  University  of  California  and on
          December 18, 1998,  they filed a provisional  patent  application.  No
          patent has yet been issued and there is no assurance  that one will be
          issued.

          E.coli Detection System- Proprietary Formula
          --------------------------------------------

               The  quantities  of  the  biochemical  reagents  used  in  E.coli
          detection system are based on proprietary  formulas.  To date, we have
          not taken any steps to protect the proprietary  formula.  Doing so may
          force us to disclose the formulas publicly. There is no assurance that
          we will seek  protection or that any  protection  will be available if
          sought.

          Cryptosporidium Detection System- Patent
          ----------------------------------------

               The  University  of South  Florida  owns the U.S.  patent for the
          Cryptosporidium  Detection Method,  which was published April 1, 1997.
          The  life  of  a  patent  is  normally  17  years  from  the  date  of
          publication.

                                        7
<PAGE>

          Cryptosporidium Detection System- Proprietary Computer Algorithm
          ----------------------------------------------------------------

               The Cryptosporidium  Detection System uses a proprietary computer
          algorithm to analyze and quantify the amount of  cryptosporidium  in a
          water  sample.  To date,  we have not taken any steps to  protect  the
          computer algorithm. There is no assurance that we will seek protection
          or that any protection will be available.

     E.coli License
     --------------

     We own the exclusive  worldwide license to the E.coli detection system. The
E.coli License required us to pay the University of California an initial fee of
$7,000,  which was paid on June 1, 1999,  and  requires  us to pay them a yearly
license fee of $2,500 on or before January 2 of each year during the term of the
E. coli License.  When we begin selling the E.coli detection system, we will pay
them a royalty fee of three and one-half  percent (3.5%) of the net sales during
the term of the E.coli License.  If a U.S. patent covering the E.coli  detection
system is issued,  the E.coli  License term will  coincide  with the life of the
U.S. patent.  If a U.S. patent is not issued,  we intend to renegotiate with the
University of California for a licensing  term of at least 17 years,  the normal
life of a patent.  If we fail to deliver to the  University any report when due,
the  University  may send us notice of  default.  If we fail to cure the default
within 30 days, then the University may terminate the License Agreement.

     E.coli Research Agreement
     -------------------------

     On June 1, 1999,  development of the E. coli detection  system began at Los
Alamos National  Laboratories  ("LANL") under the terms of a Sponsored  Research
Agreement with the University of California (the  "University").  The University
conducts research at LANL under contract with the U.S. Department of Energy. The
Sponsored  Research  Agreement  specifies that scientists at LANL will develop a
prototype  detection  system  during the 21-month  contract  period at a cost of
$410,000.  Development  consists  primarily of miniaturizing  the electonics and
laser  components of the unit and the production of  schematics.  The University
will  provide  us at  least  30 days  notice  if the  actual  cost  to  complete
performance exceeds $410,000.  If that occurs and we can not or will not pay the
actual  cost,   the  University  has  no  obligation  to  continue  or  complete
performance of the work. In addition, the University makes no express or implied
warranty  as to the  conditions  of the  research or any  intellectual  property
generated  and is not liable for damages.  The Sponsored  Research  Agreement is
amortized over 21 months using the straight-line  method, with amortization cost
recorded as R&D expense. As of May 3, 2001, we had paid $279,500 of the $410,000
obligation. Payments are based on time and not on performance.

     Cryptosporidium License
     -----------------------

     The  Cryptosporidium  License did not require us to pay the  University  of
South Florida ("USF") an initial license fee. As part of the SWT merger with us,
USF was issued  190,000  shares of our common  stock.  When we begin selling the
Cryptosporidium  Detection  System, we will pay USF a royalty fee of two percent
(2%)  of  revenue  during  the  term  of  the   Cryptosporidium   License.   The
Cryptosporidium  License  term  coincides  with  the life of the  patent,  which
expires April 7, 2014. If additional  patents are issued,  the license term will
coincide with the life of the last to expire patent.



     8.  Need for Governmental Approval

     Water  treatment  facilities and water testing labs in the U.S. are subject
to  regulation  by the EPA.  Although no formal  approval by the EPA is required
before we can sell our products in the U.S., we plan to seek EPA endorsement. To
obtain endorsement, we will have to demonstrate that our products are effective.
The cost of proving  efficacy to the EPA in a few  demonstration  projects would
essentially be the cost of materials to the Company. These projects would be set
up in  installations  where  the  EPA  feels  that  E  coli  or  cryptosporidium
contamination  is a significant  problem,  and thereby prove the efficacy of the
technologies  in a short term pilot  project.  We do not know how many  projects
will be needed or how long these projects will last.

     There may be  additional  or more rigorous  certification  requirements  in
Europe and Canada, but we have yet to discover these despite searching the water
treatment literature and regulations.

                                        8
<PAGE>

     9.  Effect of Existing or Probable Governmental Regulation

     We do not know how existing or pending governmental  regulation will affect
our business,  either positively or negatively.  There is no assurance that such
regulation will not adversely affect our business.

     10. Estimate of the amount spent on research and development

     Under  the terms of the E. Coli  Research  Agreement,  we agreed to pay Los
Alamos National  Laboratory a total of $410,000 to develop the prototype  E.coli
detection system.  Through May 3, 2001, we have paid them $279,500.  No customer
is expected to bear any of these R&D costs.

     11. Costs and effects of environmental compliance

     To  date,  we  have  incurred  no  costs   associated  with   environmental
compliance. We do not know to what extent, if any, environmental compliance will
impact our business  activities,  either  positively or negatively.  There is no
assurance  that such  compliance,  if required,  will not  adversely  affect our
business.

     12. Number of total employees and number of full time employees

     We have no full time employees. We have five part-time employees, including
our sole officer and director.  With the exception of our part-time  accountant,
who is not an officer,  none of our employees has received any cash compensation
for his or her services to date. Mr.  Puryear,  our former  President,  received
equity  compensation  for  his  services  to date in the  form of  common  stock
options.  The fair value of each  employee's  services  has been  estimated  and
recorded as a contribution to capital.  There is no assurance that our employees
will continue to serve without cash or equity compensation. There are no written
employment agreements in effect as of May 3, 2001.

     Our employees are each engaged in other business activities and devote such
time as he or she feels is reasonably  necessary to carry out our business.  Our
employees are also employees,  shareholders  and/or  consultants with five other
companies and perform similar duties for those companies,  including accounting,
SEC reporting,  project  management and  administrative  services.  Although the
other  companies are engaged in business  activities that are different from our
business,  there may exist potential conflicts in the amount of time each person
devotes to our  business.  Consequently,  developing  our business may require a
greater  period of time than if our employees were employed by us on a full time
basis.  No policy has been  established  for the  resolution of conflicts.  Such
conflicts may not be resolved in favor of Centrex.  To date our sole officer and
director, Gifford Mabie, has devoted, on average, approximately 2 hours per week
to Centrex's activities.



Item 2.  Description of Property

     We lease our executive office at 8908 South Yale Avenue,  Suite 409, Tulsa,
Oklahoma 74137 from the Oklahoma  National Bank, a non-affiliated  company.  Our
executive  office is shared with other companies  controlled by our sole officer
and director. These companies share the $4,000 per month lease payment, of which
our portion is approximately $750 per month.

Item 3.  Legal Proceedings

     None

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

     None

                                        9
<PAGE>

Item 5.  Market for Common Equity and Related Stockholder Matters

(a)       Market information

     There is no trading market for our common stock.

(b)       Holders

     As of May 3, 2001 there were outstanding 350,000 options to purchase shares
of our common stock at an exercise price of $.50 per share.

     As of May 3, 2001, there were 45 holders of record of our common stock.

     As of May 3, 2001,  all 7,950,000  shares of our common stock were eligible
to be sold pursuant to Rule 144 under the Securities Act.

     In connection with the EMSI and SWT mergers,  we agreed to register some or
all of the  shares  owned  by  UTEK  Corporation  in the  event  that  we file a
Registration  Statement  (on Form  SB-1,  SB-2 or S-1 or its  equivalent)  which
includes the offer of shares owned by our other shareholders.

(c)       Dividend Policy

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


Item 6.  Management's Discussion and Analysis or Plan of Operation

(a)      Plan of Operation

1.       Plan of Operation Over the Next Twelve Months

     During  the next  twelve  months  we plan to raise  money to  complete  the
prototype  development and testing of the E. coli detection  system and to begin
development  of the  Cryptosporidium  Detection  System.  We do not know if such
funding will be debt,  equity,  or a combination of both. We also do not know if
such funding will be a private or a public offering.  There is no assurance that
we will be  successful  in obtaining  the  necessary  funding or that the E.coli
detection  system or the  Cryptosporidium  Detection System will be commercially
viable.


(i)      Cash Requirements

     As of May 3, 2001, we had no cash.  During the next twelve months,  we must
raise  approximately  $1.0 million in new capital.  This capital will be used to
complete the prototype  development and testing of the E. coli detection system,
to  begin  and  complete   the   prototype   development   and  testing  of  the
Cryptosporidium Detection System, and to identify which regulatory approvals are
required. There is no assurance that any additional capital will be available to
us on acceptable terms when needed, if at all.

(ii)     Product Development and Research Plan for the Next Twelve Months

     E.coli  Detection  System
     -------------------------

     We  must  make  the  final  payment  of  $130,500  to Los  Alamos  National
Laboratory.  We do not have  the  funds to make  the  final  payment.  If we are
successful in raising funds and make the final payment,  within two months after
making such payment we expect to take  delivery of the prototype  device,  along
with engineering  specifications and blueprints. We then intend to get bids from
a variety of bioelectronics  instrument  manufacturers,  based on the blueprints
and engineering specifications,  for the manufacture of a limited number (20-30)
of the E. coli detection  devices to be used in beta testing at water  treatment
facilities.  We expect the  manufacturing  and beta testing  process to take 6-8
months. We plan to present our technology to the EPA for testing in one of

                                       10
<PAGE>

the  EPA's  pilot  developing  water  safety  technology  programs.  We have had
informal  discussions with water treatment  facilities in Tulsa,  Oklahoma City,
and  Tahlequah,   Oklahoma.  There  have  been  no  formal  discussions  and  no
negotiations or agreements with any potential test sites.

Cryptosporidium Detection System
---------------------------------

     We  plan  to  begin  the   prototype   development   and   testing  of  the
Cryptosporidium  Detection System. We have not identified potential  development
partners.  We do not know how long prototype  development and testing will take,
how much it will cost, or if we will be successful in developing a  commercially
viable Cryptosporidium Detection System.


(iii)    Expected Purchased or Sale of Plant and Significant Equipment

     None.

(iv)     Expected Significant changes in number of employees

     None.


Item 7.  Financial Statements

     See Part F/S

Item 8.  Changes  In  and  Disagreements  With  Accountants  on  Accounting  and
         Financial Disclosure

     None


                                    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

     Gifford M. Mabie is our sole officer and director.  From 1982 to 1994,  Mr.
Mabie was Senior Vice  President  of CIS  Technologies,  Inc.  (NASD:  CISI),  a
leading  healthcare  information  company that was  purchased  by National  Data
Corporation  (NYSE:  NDC) in 1996.  As one of the founders of CIS, Mr. Mabie was
instrumental in raising over $40 million in capital that funded acquisitions and
new product development.  Prior to CIS, Mr. Mabie was with Honeywell Information
Systems, Inc., where he ranked as one of its top five salesmen worldwide.  Prior
to joining Honeywell,  he was Corporate Controller with W.B. Dunavant & Company,
one of the world's  largest cotton  brokers.  He holds degrees in accounting and
economics from Memphis State University and served for eight years in the United
States Navy.  Mr.  Mabie is also the sole  officer and director of Maxxon,  Inc.
(OTC:  MXON),  a company that is developing a safety  syringe,  and Lexon,  Inc.
(OTC:  LXXN),  a company  that is  developing a blood  screening  test for colon
cancer and for lung cancer.  He is also an officer and director Image  Analysis,
Inc.,  a  privately-held   company  that  is  marketing  a  color  MRI  software
technology,   and  Nubar,   Inc.,  a   privately-held   company  that  owns  the
manufacturing rights to carbon fiber reinforcing bar.

(5)      Other Directorships

     Mr.  Mabie is also the sole  officer  and  director of Maxxon,  Inc.  (OTC:
MXON), and Lexon, Inc. (OTC: LXXN).

                                       11
<PAGE>

He is also an officer and director of Image Analysis, Inc., and Nubar, Inc.

(b)  Family Relationships

     None.

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

     None.


Item 10.  Executive Compensation

     Since inception, no cash compensation has been paid by us to any officer or
director.  Mr.  James  Puryear,  our former  President  and CEO,  has options to
purchase  350,000  shares of our common stock at $0.50 per share.  Those options
were granted to him in connection  with his  resignation  (See Item 11. Security
Ownership of Certain Beneficial Owners and Management, "Common Stock Options").

                                       12
<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

     The  following  table  shows the persons  known by us to be the  beneficial
owners of more than 5% of the Company's  common stock. We have also listed below
the number of shares of our common stock owned by our employees:

<TABLE>
                                                                             Common Shares     Percent of
                                                          Relationship           Owned        Outstanding
                      Name and Address                     to Company                            Shares
         -------------------------------------------------------------------------------------------------
         <S>                                         <C>                     <C>              <C>
         UTEK Corporation                            Beneficial Owner          1,584,000 (1)         19.9%
         202 Wheeler Street
         Plant City, FL 33566

         Frederick K. Slicker                        Beneficial Owner          1,000,000 (2)         12.5%
         1628 E 36th Court
         Tulsa, OK 74105

         Morgan-Phillips, Inc.                       Beneficial Owner           1,000,000(3)         12.5%
         8030 S. Memorial Drive
         Tulsa, OK 74133

         Vicki L. Pippin                             Employee                        625,000          7.9%
         8908 S. Yale Ave., # 409
         Tulsa, OK 74137

         Thomas R. Coughlin                          Employee                        600,000          7.5%
         8908 S. Yale Ave., # 409
         Tulsa, OK 74137

         Rhonda R. Vincent                           Employee                        325,000          4.0%
         8908 S. Yale Ave., # 409
         Tulsa, OK 74137

         Gifford M. Mabie                            Sole Officer and                220,000          2.7%
         8908 S. Yale Ave., # 409                    Director
         Tulsa, OK 74137

         Kara R. Greuel                              Employee                        100,000          1.2%
         8908 S. Yale Ave., # 409
         Tulsa, OK 74137

                                                                             ---------------- -------------
         Sole Officer and Director and Employees
         as a Group (5 persons)                                                    1,870,000         23.3%
                                                                             ---------------- -------------

         Beneficial Owners as a Group (3 persons)                                  3,584,000         44.9%
                                                                             ---------------- -------------

         Sole Officer and Director, Employees and
         Beneficial Owners, as a Group (8 persons)                                 5,454,000         68.2%
                                                                             ---------------- -------------
</TABLE>

(1)  UTEK  is  a  technology  merchant  that  specializes  in  the  transfer  of
     technology  from  universities  and government  research  facilities to the
     private  sector.   UTEK  has  relationships  with  major  universities  and
     government  research  facilities  in the U.S.  and in Europe.  There are no
     common officers, directors or employees between UTEK and Centrex.

(2)  Mr. Slicker is a founder and former officer of Centrex.  He ceased to be an
     officer in February 2000.

                                       13
<PAGE>

(3)  Morgan-Phillips,  Inc. is an investor relations services company. There are
     no common officers,  directors or employees between  Morgan-Phillips,  Inc.
     and Centrex.

     Common Stock Options
     --------------------

     On November 1, 1998, the Board of Directors and  shareholders  approved the
adoption of the Centrex Inc.  1998  Incentive  Stock  Option Plan (the  "Plan"),
pursuant to which 3,000,000 shares of Common Stock were reserved.  Stock options
granted under the Plan expire ten years from the date of grant. Until there is a
trading  market for our common stock,  the Board of Directors will determine the
exercise  price.  At December 31, 2000,  no options were  outstanding  under the
plan.

     On November  1, 1999,  the Board  granted to Mr.  James  Puryear,  our then
President  and CEO,  options to  purchase up to  1,000,000  shares of our common
stock at an  exercise  price of $0.50 per  share,  subject  to  certain  vesting
criteria outlined in the vesting schedule below. The exercise price was equal to
the fair value of the Company's common stock, as determined by the Board, on the
date of grant.  Because Mr. Puryear was an employee of Centrex,  no compensation
cost was recorded.  On November 1, 2000, Mr.  Puryear  resigned as President and
Chief Executive Officer of the Company, and his employee options were forfeited.
As  consideration  for the  termination of his employment  agreement,  the Board
granted him options to purchase  350,000  shares of common  stock at an exercise
price of $0.50 per share.  The options  expire  September 30, 2010. The exercise
price was equal to the fair value of the Company's  common stock,  as determined
by the  Board,  on the  date of  grant.  Compensation  costs  were  based  on an
estimated fair value of $0.22 per share. The estimated fair value was calculated
using the  BlAck-Scholes  option  pricing model with the following  assumptions:
exercise  price of $0.50 per share;  stock  price of $0.50 per share;  risk-free
interest  rate of 6.0%;  expected  dividend  yield of 0.0;  expected life of ten
years;  and  estimated  volatility  of 0.0. The Company  recorded  $77,000 as an
expense with an offsetting increase to paid in capital.

     The following table shows the options outstanding as of May 3, 2001:

                              Relationship
Date                          to Company at   Options       Exercise
Of Grant  Grantee             Date of Grant   Outstanding   Price     Expiration
--------  -------             --------------  -----------   --------  ----------

11/01/00  James W. Puryear    Former Officer      350,000    $ 0.50     9/30/10
                                              -----------
          Total Options Outstanding               350,000
                                              -----------


Item 12.  Certain Relationships and Related Transactions

(a)      Describe Related Party Transactions

     On November 1, 1998, the Company  entered into a Consulting  Agreement with
UTEK Corporation  whereby UTEK agreed to provide  services to the Company.  Such
services include identifying,  evaluating and recommending  potential technology
acquisitions. The $55,000 was payable only upon the closing of an acquisition by
the Company of a technology which was introduced to the Company by UTEK. On June
1, 1999,  the Company  paid UTEK  $55,000 for its  services  related to the EMSI
Merger.

     On June 7, 1999,  the Company  issued 540,000 shares of its common stock to
UTEK in connection with the EMSI merger,  and on September 17, 1999, the Company
issued  684,000  shares of its common stock to UTEK in  connection  with the SWT
merger  (see  Part I. Item  1(a)3  "Merger,  Reclassification  and  Purchase  of
Assets").  On June 18,  1999,  we sold 315,000  shares and 45,000  shares of our
common  stock at par value,  $0.001 per share,  to UTEK  Corporation  and to Dr.
Clifford  Gross,  then  President  of UTEK,  for cash.  Subsequently,  Dr. Gross
transferred  the  45,000  shares  he  purchased  to UTEK.  As a result  of these
transactions,  UTEK  now  owns  1,584,000  shares  of our  common  stock,  which
represents 19.9% of our common stock outstanding at May 3, 2001.

                                       14
<PAGE>

     To date,  our  activities  have been  funded  primarily  by loans  from our
shareholders or their affiliates as follows:

<TABLE>
                                                                                                    Principal
                                        Original                          Default    Principal      Balance in
                            Date of     Principal     Interest  Due       Interest   Balance at     Default at
                            Note        Amount        Rate      Date      Rate       05/03/01       05/03/01
                            --------    ----------    --------  --------  ---------  ----------     -----------
<S>                         <C>         <C>           <C>       <C>        <C>       <C>            <C>
Investor Relations Corp.(a) 04/19/99    $  7,000.00   12%       04/19/00   16%       $  7,000.00    $  7,000.00
Quasar Trust(b)             06/01/99    $ 20,833.34   12%       12/31/99   16%       $ 20,833.34    $ 20,833.34
Rhonda Vincent(c)           06/01/99    $ 20,833.33   12%       12/31/99   16%       $ 20,833.33    $ 20,833.34
Vicki Pippin(c)             06/01/99    $ 20,833.33   12%       12/31/99   16%       $ 20,833.33    $ 20,833.33
Thomas Coughlin(c)          06/01/99    $ 20,833.34   12%       12/31/99   16%       $ 20,833.34    $ 20,833.34
Morgan-Phillips, Inc.(d)    06/01/99    $ 20,833.34   12%       12/31/99   16%       $ 20,833.34    $ 20,833.34
Mabie Childrens' Trust(e)   06/01/99    $ 20,833.33   12%       12/31/99   16%       $ 20,833.33    $ 20,833.33
Gifford Mabie(f)            08/24/99    $ 52,500.00   12%       08/24/00   16%       $ 52,500.00    $ 52,500.00
Mabie Childrens' Trust      09/30/99    $  8,334.34   12%       12/31/99   16%       $      0.00(g) $      0.00
Investor Relations Corp.    11/12/99    $ 19,550.00   12%       11/12/00   16%       $ 19,550.00    $ 19,550.00
Morgan-Phillips, Inc.       12/07/99    $ 35,069.00   12%       12/07/00   16%       $ 35,069.00    $ 35,069.00
Morgan-Phillips, Inc.       12/23/99    $  9,181.00   12%       12/23/00   16%       $  9,181.00    $  9,181.00
Investor Relations Corp.    02/23/00    $ 17,000.00   12%       02/23/01   16%       $ 17,000.00    $ 17,000.00
Rhonda Vincent              02/23/00    $ 36,450.00   12%       02/23/01   16%       $ 36,450.00    $ 36,450.00
Quasar Trust                02/23/00    $  1,050.00   12%       02/23/01   16%       $  1,050.00    $  1,050.00
Rhonda Vincent              03/15/00    $  5,000.00   12%       03/15/01   16%       $  5,000.00    $  5,000.00
Vicki Pippin                05/01/00    $ 17,500.00   12%       05/01/01   16%       $ 17,500.00    $ 17,500.00
Vicki Pippin                05/08/00    $ 17,500.00   12%       05/08/01   16%       $ 17,500.00    $      0.00
Gifford Mabie               08/07/00    $ 17,000.00   12%       08/07/01   16%       $ 17,000.00    $      0.00
Investor Relations Corp.    02/08/01    $  2,400.00   12%       02/08/02   16%       $  2,400.00    $      0.00
                                        -----------                                  -----------    -----------
                                        $370,534.35                                  $362,200.01    $325,300.01
                                        -----------                                  -----------    -----------
</TABLE>

(a)  Investor Relations  Corporation is an Oklahoma  corporation owned by Rhonda
     Vincent, a shareholder of Centrex.

(b)  Quasar Trust is an  irrevocable  trust  established  for the benefit of the
     children of Frederick K. Slicker, a shareholder of Centrex.  The trustee of
     the Quasar Trust is James Sage.

(c)  Employee of Centrex as of May 3, 2001.

(d)  Morgan-Phillips,   Inc.  is  a  privately-held  Oklahoma  corporation.  The
     president  of  Morgan-Phillips,  Inc.  is Bonnie  Porterfield.  There is no
     common ownership or common directors, officers or employees between Centrex
     and Morgan-Phillips, Inc.

(e)  Mabie Childrens' Trust is an irrevocable  trust established for the benefit
     of the  children  of Gifford  and Sheryl  Mabie.  The  trustee of the Mabie
     Childrens' Trust is A. Martin Keating.

(f)  Mr. Mabie is the sole officer and director of Centrex.

(g)  The note was repaid on December 23, 1999.

     Attempts to obtain funding from unrelated parties have not been successful.
The notes are  unsecured  obligations  of the Company.  The  interest  rates are
comparable  to those  charged  by  credit  card  issuers.  To date,  none of the
noteholders'  has  made  demand  for  payment.  The  shareholders  are  under no
obligation  to  continue  funding  the  Company's  activities  and  there  is no
assurance that they will continue to do so.

     On February 20, 2000,  we entered into a public  relations  agreement  with
Morgan-Phillips,  Inc., an investor relations firm that specializes in answering
investor  and  broker  inquiries  about us.  Since our  common  stock is not yet
trading,  Morgan-Phillips  has not provided any services.  Once our common stock
beings trading, Morgan-Phillips will handle routine investor and broker requests
for information about the Company and will facilitate  dissemination of accurate
and timely information about the Company to the investment community.  They will
provide  services to the Company for a period of two years.  Their  compensation
consists of the 1,000,000 shares of our common stock they purchased at $.001 per
share.

Item 13.  Exhibits and Reports on Form 8-K

         None

                                       15
<PAGE>



                                    Part F/S


                 INDEX TO FINANCIAL STATEMENTS AND RELATED NOTES


Independent Auditors' Report ...............................................F-1

Balance Sheet at December 31, 2000 .........................................F-2

Statement of Operations  from inception (October 6, 1998)
through  December 31, 2000 and for the years ended
December 31, 2000 and 1999..................................................F-3

Statement of Cash Flows from  inception  (October 6, 1998)
through  December 31, 2000 and for the years ended
December 31, 2000 and 1999..................................................F-4

Statement of Shareholders' Equity from inception (October 6, 1998)
through December 31, 2000 and for the years ended
December 31, 2000 and 1999..................................................F-5

Notes to Financial Statements from inception
(October 6, 1997) through December 31, 2000 ................................F-6


                                       16
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying  balance sheet of Centrex,  Inc., a Development
Stage  Company,  as  of  December  31,  2000,  and  the  related  statements  of
operations, cash flows and shareholders' equity for the years ended December 31,
2000 and 1999, and for the period from  inception  (October 6, 1998) to December
31, 2000.  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  required  that we plan and
perform the audit to obtain  reasonable  assurance  about whether the financials
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,  2000,  and the results of its  operations  and its cash flows for the years
ended December 31, 2000 and 1999, and for the period from inception  (October 6,
1998) to December 31, 2000, 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 13 to the
financial   statements,   the  Company  is  a  development  stage  company  with
insufficient revenues to fund development and operating expenses. This condition
raises  substantial  doubt about its  ability to  continue  as a going  concern.
Management's  plan  concerning  this  matter is also  described  in Note 13. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ Tullius Taylor Sartain & Sartain LLP
April 23, 2001




                                       F-1

                                       17

<PAGE>
                                  Centrex, Inc.
                          (A Development Stage Company)

                                  Balance Sheet
                                December 31, 2000

            ASSETS

Current Assets
Cash                                                                    $ 47
                                                                    --------
Total Current Assets                                                      47
                                                                    --------
Other Assets
Other Assets                                                           1,351
Licensed Technology, Net                                               6,348
Sponsored Research, Net                                               39,048
                                                                    --------
Total Other Assets                                                    46,747
                                                                    --------
TOTAL ASSETS                                                        $ 46,794
                                                                    ========

             LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
Accounts Payable                                                     $ 8,156
Rent and Other Expenses Payable to Related Parties                     7,355
Payable to University of California                                  130,500
Notes Payable to Shareholders                                        359,800
Accrued Interest on Notes Payable to Shareholders                     57,887
                                                                     -------
Total Current Liabilities                                            563,698
                                                                     -------
Shareholders' Deficit
Preferred Stock, $0.001 par value, 5,000,000 shares authorized,
No shares issued or outstanding                                            -
Common Stock, $0.001 par value, 45,000,000 shares authorized,
7,950,000 shares issued and outstanding                                7,950
Paid in Capital                                                      117,125
Deficit accumulated during the development stage                    (641,979)
                                                                    ---------
Total Shareholders' Deficit                                         (516,904)
                                                                    ---------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                         $ 46,794
                                                                    =========

     The accompanying notes are an integral part of the financial statements



                                       F-2

                                       18

<PAGE>

<TABLE>
<CAPTION>

                                  Centrex, Inc.
                          (A Development Stage Company)

                            Statements of Operations
         From Inception (October 6, 1998) Through December 31, 2000, and
                 For The Years Ended December 31, 2000 and 1999

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

                                                 From inception
                                               (October 6, 1998)
                                                        through      Year Ended         Year Ended
                                                   December 31,    December 31,       December 31,
                                                           2000            2000               1999
                                            -------------------------------------------------------

Revenue                                                     $ -             $ -                $ -

Expenses
Research and development                                371,211         234,285            136,926
General and administrative                              212,881         115,956             96,800
                                            -------------------------------------------------------
   Total operating expenses                             584,092         350,241            233,726
                                            -------------------------------------------------------

Operating loss                                         (584,092)       (350,241)          (233,726)

Interest expense                                         57,887          45,525             12,362
                                            -------------------------------------------------------

Net loss                                             $ (641,979)     $ (395,766)        $ (246,088)
                                            -------------------------------------------------------

Weighted average shares outstanding                   7,285,496       7,950,000          6,898,493
                                            -------------------------------------------------------

Loss per share                                          $ (0.09)        $ (0.05)           $ (0.04)
                                            -------------------------------------------------------

</TABLE>

     The accompanying notes are an integral part of the financial statements



                                       F-3

                                       19

<PAGE>


<TABLE>
<CAPTION>

                                  Centrex, Inc.
                          (A Development Stage Company)

                            Statements of Cash Flows
         From Inception (October 6, 1998) Through December 31, 2000, and
                 For The Years Ended December 31, 2000 and 1999


                <S>                                                        <C>              <C>                <C>
                                                                     From inception
                                                                   (October 6, 1998)
                                                                            through      Year Ended         Year Ended
                                                                       December 31,    December 31,       December 31,
                                                                               2000            2000               1999
                                                                 ------------------------------------------------------

Operating Activities
Net Loss                                                                 $ (641,979)     $ (395,766)        $ (246,088)
Plus Non-Cash Charges to Earnings:
Amortization Expense                                                        371,743         234,817            136,926
Services Contributed by Employees                                            40,125          17,600             22,400
Compensation Cost for Non-Employee Options                                   77,000          77,000                  -
Change in Working Capital Accounts:
Prepaid Expenses                                                                  -           1,250             (1,250)
Accounts Payable                                                              8,156           8,100                 56
Interest Payable                                                             57,887          45,525             12,362
Rent and Other Expenses Payable to Related Parties                            7,355           3,824              3,531
                                                                 ------------------------------------------------------
Net cash used in operating activities                                       (79,713)         (7,650)           (72,063)
                                                                 ------------------------------------------------------


Financing Activities
Sale of Common Stock for Cash                                                 6,460               -              6,460
Loans from Related Parties                                                  368,133         111,500            256,633
Payment of Loans from Related Parties                                        (8,333)              -             (8,333)
                                                                 ------------------------------------------------------
Net cash provided by financing activities                                   366,260         111,500            254,760
                                                                 ------------------------------------------------------

Investing Activities
Purchase of Licensed Technology                                              (7,000)              -             (7,000)
Payments for Sponsored Research                                            (279,500)       (104,500)          (175,000)
                                                                 ------------------------------------------------------
Net cash used in investing opportunities                                   (286,500)       (104,500)          (182,000)
                                                                 ------------------------------------------------------

Change in Cash                                                                   47            (650)               697
                                                                 ------------------------------------------------------

Cash at Beginning of Period                                                       -             697                  -
                                                                 ------------------------------------------------------

Cash at End of Period                                                          $ 47            $ 47              $ 697
                                                                 ------------------------------------------------------

Supplemental Disclosure of Cashflow Information
Cash Paid for Interest and Taxes                                                $ -             $ -                $ -
                                                                 ------------------------------------------------------

</TABLE>

     The accompanying notes are an integral part of the financial statements



                                       F-4

                                       20

<PAGE>

<TABLE>
<CAPTION>

                                  Centrex, Inc.
                          (A Development Stage Company)

                       Statements of Shareholders' Equity
           From Inception (October 6, 1998) through December 31, 2000
                                     Deficit
                                   Accumulated

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

Balance at Inception (October 6, 1998)                 $ -         $ -       $ -         $ -         $ -          $ -         $ -
Common Stock Issued to Founders                          -   6,100,000     6,100      (6,100)          -            -           -
Contributed Capital by Founders                          -           -         -           -         125            -         125
Net loss for 1998                                                                                                (125)       (125)
                                                 ---------------------------------------------------------------------------------

Balance at December 31, 1998                             -   6,100,000     6,100      (6,100)        125         (125)          -
Common Stock Subscriptions Paid by Founders              -           -         -       6,100           -            -       6,100
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 for 1999                                        -           -         -           -           -     (246,088)   (246,088)
                                                 ---------------------------------------------------------------------------------

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)
                                                 ---------------------------------------------------------------------------------


</TABLE>

     The accompanying notes are an integral part of the financial statements



                                       F-5

                                       21

<PAGE>


                                  Centrex, Inc.
                          (A Development Stage Company)

                          Notes to Financial Statements
                                December 31, 2000



Note 1--Organization and Summary of Significant Accounting Policies

Organization and Nature of Operations
Centrex,  Inc.  ("Centrex" or "the Company") is a development stage company that
owns the  exclusive  worldwide  license to  develop,  manufacture,  and market a
system for  detecting  microbial  contamination  in food and water (the  "E.coli
detection  system")  and the  exclusive  worldwide  license to market an on-line
technique  for  detecting,  classifying  and  counting  microorganisms,  such as
cryptosporidium and giardia, in water (the "Cryptosporidium  detection system").
The Company is funding  development of the E.coli detection system at Los Alamos
National  Laboratories  under the terms of an agreement  with the  University of
California.  Development of a viable commercial design and manufacturing process
for the Cryptosporidium detection system still needs to be accomplished.

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
and developing the E.coli detection system.

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.

Compensation of Officers and Employees
The Company's officers and other employees serve without pay or other non-equity
compensation. The fair value of these services is estimated by management and is
recognized as a capital contribution.  For the year ended December 31, 2000, and
for the period  from  inception  (October  6, 1998) to December  31,  2000,  the
Company recorded $17,600 and $40,125, respectively, as compensation expense.

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".  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 Emerging Issues Task Force Consensus in Issue
No. 96-18.

Use of Estimates
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  at the date of the
financial statements and the reported revenues and expenses during the reporting
period. Actual results could differ from those estimates.


                                      F-6

                                       22

<PAGE>


Research and Development ("R&D") Costs
The Company is amortizing  the $410,000  Sponsored  Research  Agreement with the
University  of California  over a period of 21 months,  which is the life of the
service  agreement.  Any other costs related to developing the E. coli detection
system are expensed as incurred.

New Accounting Standards
The Company will adopt SFAS No. 133, "Accounting for Derivative  Instruments and
Hedging  Activities"  during  2001.  Currently,  the Company  does not engage in
hedging activities or transactions involving derivatives.

Note 2--E.coli Measurement Systems, Inc. Merger

On June 7, 1999,  the Company  completed  an  Agreement  and Plan of Merger with
E.coli Measurement Systems,  Inc., a Florida corporation  ("EMSI"),  whereby the
Company  issued  540,000  shares  of its  Common  Stock for all the  issued  and
outstanding  Common  Stock  of EMSI  to  UTEK  Corporation  ("UTEK"),  the  sole
shareholder  of EMSI.  EMSI  ceased to exist by reason  of the  merger,  and the
assets and  liabilities of EMSI became assets and  liabilities  of Centrex.  The
assets of EMSI were an  exclusive  license  agreement  and a sponsored  research
agreement, each with the University of California ("the University"), to develop
and market a system to detect  microbial  contamination  in food and water.  The
University  of  California  conducts  research  and  development  at Los  Alamos
National  Laboratory ("LANL") for the U.S. Department of Energy. The liabilities
of EMSI  were to pay the  University  of  California  $7,000  for the  exclusive
license and  $410,000  over a 21 month period to develop the  detection  system.
Centrex  paid the license fee in full on June 1, 1999.  As of December 31, 2000,
the  Company  has  paid  $279,500  under  the  terms of the  Sponsored  Research
Agreement.

The EMSI merger was accounted for as a purchase.  The purchase price of $540 was
based on the number of shares issued at par value of $0.001 per share. Par value
per share was used to value the purchase  because all previous share  issuances,
consisting  solely of issuances to founders,  were based on par value, and there
was no public market for the Company's stock. EMSI had only recently been formed
for the purpose of entering into the License and Sponsored Research  Agreements.
The values assigned to the License and Sponsored  Research  Agreements of $7,000
and  $410,000,  respectively,  were  based on  EMSI's  cost.  Since  EMSI had no
operations prior to entering into the License and Sponsored Research  Agreements
with the  University of  California  and since EMSI ceased to exist by reason of
the Merger, no pro forma financial information is presented.

The $540 value of the Common  Stock issued in the EMSI Merger is included on the
Company's  balance sheet as Licensed  Technology and is being  amortized over 17
years, which is coincident with the life of the exclusive license.

Note 3--Safe Water Technologies, Inc. Merger

Effective  September  17, 1999,  the Company  completed an Agreement and Plan of
Merger  with Safe  Water  Technologies,  Inc.,  a Florida  corporation  ("SWT"),
whereby the Company  agreed to issue 950,000  shares of its Common Stock for all
the issued and  outstanding  Common Stock of SWT. The majority  shareholders  of
SWT, UTEK Corporation and the University of South Florida  Research  Foundation,
received 684,000 and 190,000 shares of Centrex Common Stock,  respectively.  The
remaining  76,000 shares of Centrex Common Stock was issued to a  non-affiliated
individual  shareholders of SWT. As of December 31, 2000, UTEK Corporation owned
1,584,000 shares, or 19%, of the Common Stock of Centrex.

The SWT merger was accounted for as a purchase.  The purchase  price of $950 was
based on the number of shares issued at par value of $0.001 per share. Par value
per share was used to value the purchase  because all previous  share  issuances
were based on par value, and there was no public market for the Company's stock.
SWT had only  recently  been formed for the purpose of entering into the License
Agreement.  The value  assigned  to the License  Agreement  of $950 was based on
SWT's  cost.  Since SWT had no  operations  prior to  entering  into the License
Agreement  with  the  University  of  South  Florida,  no  pro  forma  financial
information is presented.

                                      F-7

                                       23

<PAGE>


The $950 value of the Common  Stock  issued in the SWT Merger is included on the
Company's  balance sheet as Licensed  Technology and is being  amortized over 17
years, which is coincident with the life of the exclusive license.

Note 4--Licensed Technologies

On June 1, 1999, the Company paid $7,000 to the University of California for the
exclusive  worldwide  license to develop and market the E.coli detection system.
The exclusive  license is being amortized over 17 years using the  straight-line
method. At December 31, 2000, accumulated  amortization related to the exclusive
license was $240.

The cost of the  exclusive  worldwide  license  to  market  the  Cryptosporidium
detection  system  is being  amortized  over 17 years  using  the  straight-line
method.

Note 5--Sponsored Research Agreement

As of  December  31,  2000,  the  Company  had  paid  $279,500  of its  $410,000
obligation to LANL under the terms of a Sponsored  Research  Agreement  with the
University.  The Sponsored Research Agreement  specifies that scientists at LANL
will develop a prototype  detection system during the 21-month  contract period.
The  Sponsored  Research  Agreement  is  amortized  over  21  months  using  the
straight-line   method,   with   amortization  cost  recorded  as  research  and
development expense. At December 31, 2000,  accumulated  amortization related to
the Sponsored Research Agreement was $370,952.

Note 6--Payable to University of California

On June 1, 1999, the Company agreed to pay for the $410,000  Sponsored  Research
Agreement  with the University of California  over a period of 21 months.  As of
December 31, 2000, the Company owed the University $130,500.  The Company is not
in compliance with the Sponsored  Research Agreement because its payments to the
University  are not  current.  The Company has had verbal  discussions  with the
University  about the payments,  but no written  agreement to extend the payment
terms has been signed.  According to the terms of the License, the University of
California  has the  right to  terminate  the  license  for  non-payment  of the
Sponsored Research agreement, however, the Company has not received such notice.

Note 7- Related Party Transactions

Since inception,  the Company's activities have been funded mainly by loans from
its shareholders. At December 31, 2000, the following amounts were payable:

         Rent and Other Expenses Payable to Related Parties    $     7,355
         Notes Payable to Shareholders                             359,800
         Accrued Interest- Notes Payable to Shareholders            57,887

Rent and Other Expenses Payable to Related Parties
Centrex's  executive  office  is  leased  from the  Oklahoma  National  Bank,  a
non-affiliated  company, under the terms of a lease agreement that expires March
31, 2002. The office is shared with other  companies  owned in part by Centrex's
sole officer and director and its employees.  Centrex's  share of the $4,000 per
month lease  payment is  approximately  $300 per month.  At December  31,  2000,
Centrex's accrued rental  obligation was $6,893.  At December 31, 2000,  Centrex
owed $462 to a shareholder for travel and legal expenses.

Notes Payable to Shareholders
During 2000 and 1999,  the Company  borrowed a total of $111,500  and  $256,633,
respectively, from its shareholders. Each note is an unsecured obligation of the
Company.  The  following  table  provides  details  about the notes  payable  to
shareholders at December 31, 2000:

                                      F-8

                                       24

<PAGE>

<TABLE>
<CAPTION>


          <S>                               <C>        <C>       <C>         <C>         <C>          <C>           <C>
                                                                                                   Principal      Accrued
                                                                                       Default       Balance     Interest
                                          Date of   Principal  Interest               Interest       Payable      Payable
Payee                                        Note      Amount      Rate    Due Date       Rate   at 12/31/00  at 12/31/00
----------------------------              -------   ---------  --------    --------   --------   -----------  -----------

Investor  Relations   Corporation (a)    04/12/99      $7,000      12%     04/12/00       16%        *$7,000       $1,412
Quasar Trust (b)                         06/01/99     $20,834      12%     12/31/99       16%       *$20,834       $4,801
Rhonda Vincent (c)                       06/01/99     $20,834      12%     12/31/99       16%       *$20,834       $4,801
Vicki Pippin (c)                         06/01/99     $20,833      12%     12/31/99       16%       *$20,833       $4,801
Thomas Coughlin (c)                      06/01/99     $20,833      12%     12/31/99       16%       *$20,833       $4,801
Morgan-Phillips, Inc.(d)                 06/01/99     $20,833      12%     12/31/99       16%       *$20,833       $4,801
Mabie Childrens' Trust (e)               06/01/99     $20,833      12%     12/31/99       16%       *$20,833       $4,801
Gifford Mabie (f)                        08/24/99     $52,500      12%     08/24/00       16%       *$52,500       $9,286
Mabie Childrens' Trust                   09/30/99      $8,334      12%     12/31/99       16%            $--         $230
Investor Relations Corp.                 11/12/99     $19,550      12%     11/12/00       16%       *$19,550       $2,772
Morgan-Phillips, Inc.                    12/07/99     $35,069      12%     12/07/00       16%       *$35,069       $4,588
Morgan-Phillips, Inc.                    12/23/99      $9,181      12%     12/23/00       16%        *$9,181       $1,136
Investor Relations Corporation           02/23/00     $17,000      12%     02/23/01       16%        $17,000       $1,743
Rhonda Vincent                           02/23/00     $36,450      12%     02/23/01       16%        $36,450       $3,738
Quasar Trust                             02/23/00      $1,050      12%     02/23/01       16%         $1,050         $107
Rhonda Vincent                           03/15/00      $5,000      12%     02/23/01       16%         $5,000         $478
Vicki Pippin                             05/01/00     $17,500      12%     05/01/01       16%        $17,500       $1,403
Vicki Pippin                             05/08/00     $17,500      12%     05/08/01       16%        $17,500       $1,363
Gifford Mabie                            08/07/00     $17,000      12%     08/07/01       16%        $17,000         $816
                                                    ----------                                    ----------- ------------
                                                     $368,134                                       $359,800      $57,878
                                                    ----------                                    ----------- ------------
</TABLE>

*    These  notes are in default  because  payment was not made by the due date.
     The total principal  balance in default at December 31, 2000, was $248,300.
     This balance now accrues interest at 16% annually. There has been no demand
     for payment for any of the notes in default and no  repayment  schedule has
     been established.

(a)  Investor Relations  Corporation is an Oklahoma  corporation owned by Rhonda
     Vincent, a shareholder and employee of Centrex.

(b)  Quasar Trust is an  irrevocable  trust  established  for the benefit of the
     children of Frederick K.  Slicker,  a  shareholder  and former  employee of
     Centrex. The trustee of the Quasar Trust is James Sage.

(c)  Employee of Centrex as of December 31, 2000.

(d)  Morgan-Phillips,   Inc.  is  a  privately-held  Oklahoma  corporation.  The
     president  of  Morgan-Phillips,  Inc.  is Bonnie  Porterfield.  There is no
     common ownership or common directors, officers or employees between Centrex
     and Morgan-Phillips, Inc.

(e)  Mabie Childrens' Trust is an irrevocable  trust established for the benefit
     of the  children  of Gifford  and Sheryl  Mabie.  The  trustee of the Mabie
     Childrens' Trust is A. Martin Keating.

(f)  Mr. Mabie is the sole officer and director of Centrex.


Note 8--Commitments and Contingencies

Future Royalty Obligations Under Exclusive License Agreements

         E.coli detection system
         The Company  agreed to pay the University of California a royalty equal
         to three and one half percent (3.5%) of net sales of products using the
         E.coli detection system, and any additions, extensions and improvements
         thereto;  an annual license fee of $2,500 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
         sublicensee(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

                                      F-9

                                       25


<PAGE>


         renegotiate  with the University of California for a licensing term of
         at least 17 years, the normal life of U.S. patent.

         Cryptosporidium detection system
         The Company  agreed to pay the  University  of South  Florida  Research
         Foundation  a royalty  equal to two percent  (2%) of revenue  resulting
         from sales of products using the Cryptosporidium  detection system. The
         royalty  obligation  will expire  after the  expiration  of the last to
         expire patent that covers the licensed intellectual property.

Status of U.S. and Foreign Patent Protection

         E.coli detection system-Patent Pending
         The  E.coli  detection  system  method is  patent-pending.  The  E.coli
         detection  method  is owned by the  University  of  California,  and on
         December 18, 1998,  they filed a  provisional  patent  application.  No
         patent has yet been issued and there is no  assurance  that one will be
         issued.  The U.S.  patent  application  covering  the E.coli  detection
         method  does not  extend to foreign  countries.  The  Company  does not
         presently  have any foreign patent  protection,  and to the best of the
         Company's   knowledge,   no  foreign  patent   applications  have  been
         submitted.

         E.coli detection system- Proprietary Formula
         The quantities of the biochemical reagents used in the E.coli detection
         system are based on proprietary  formulas. To date, the Company has not
         taken any steps to protect the proprietary formulas. Doing so may force
         the Company to disclose  the formulas  publicly.  There is no assurance
         that  protection of the formulas will be sought or that any  protection
         will be available.

         Cryptosporidium detection system- Patent
         The  University  of  South  Florida  owns  the  U.S.   patent  for  the
         Cryptosporidium  detection  method.  The patent was published  April 1,
         1997.  The  U.S.  patent  application   covering  the   Cryptosporidium
         detection method does not extend to foreign countries. The Company does
         not presently have any foreign patent protection and to the best of the
         Company's   knowledge,   no  foreign  patent   applications  have  been
         submitted.

         Cryptosporidium detection system- Proprietary Computer Algorithm
         The  Cryptosporidium  detection  system  uses  a  proprietary  computer
         algorithm to analyze and quantify  the amount of  cryptosporidium  in a
         water sample.  To date,  the Company has not taken any steps to protect
         the computer  algorithm.  There is no assurance that  protection of the
         computer  algorithm  will be  sought  or that  any  protection  will be
         available.


Rent Expense
The Company's executive office is leased from a third party under the terms of a
lease  agreement  that expires  March 31, 2002.  The office is shared with other
companies  controlled by the officers and directors of the Company.  During 2000
and 1999, the Company recorded $3,568 and $2,676 respectively, for rent expense.
The  minimum  annual  lease  payments  pursuant to the lease  agreement  and the
Company's estimated share are scheduled as follows:

       For the Periods Ended     Minimum Annual Lease   Company's Estimated
                 December 31                 Payments                 Share
 ---------------------------- ------------------------ ---------------------
            2001                               45,587                 9,090
            2002                               11,462                 2,280

                                      F-10

                                       26


<PAGE>


Note 9--Common Stock and Paid in Capital

Common Stock Transactions

On October 6, 1998, the Company issued  6,100,000  shares of its Common Stock at
par value,  $0.001 per share,  to nine  purchasers for $6,100 in  subscriptions.
During 1999, the  subscriptions  were paid in full in cash. The nine  purchasers
were Frederick Slicker,  Morgan-Phillips,  Inc., Gifford Mabie,  Rhonda Vincent,
Vicki Pippin, Thomas Coughlin, Kara Greuel, Robert Ross and Carl Vincent.

On June 7, 1999, the Company issued 540,000 shares of Common Stock at par value,
$0.001 per share, to UTEK, the sole shareholder of EMSI, in exchange for 100% of
the outstanding  Common Stock of EMSI. As a result of the  transaction,  Centrex
acquired the exclusive worldwide rights to the E.coli detection  technology (See
Note 2 "E.coli Measurement Systems, Inc. Merger" for details).

On June 18,  1999,  the Company  sold  315,000  shares and 45,000  shares of its
Common  Stock at par value,  $0.001 per share,  to UTEK  Corporation  and to Dr.
Clifford Gross, then president of UTEK, for $360 in cash.

On September 17, 1999,  the Company issued 950,000 shares of its Common Stock at
par value,  $0.001 per share,  to the three  shareholders of SWT in exchange for
100% of the outstanding Common Stock of SWT. As a result of the transaction, the
Company acquired the exclusive worldwide rights to the cryptosporidium detection
technology (See Note 3. "Safewater Technologies, Inc. Merger" for more details.)
The three  shareholders  of SWT were UTEK,  University  of South Florida and Flo
Hassell, an individual.  They received 684,000 shares, 190,000 shares and 76,000
shares of the Company's Common Stock, respectively.

On  November 1, 1999,  the Board  granted  options to  purchase up to  1,000,000
shares of Centrex  Common Stock at an exercise price of $0.50 per share to James
Puryear,  then president of the Company. The options were for ten years, subject
to Mr. Puryear's continued  employment with the Company.  The exercise price was
determined by the Board. No compensation  cost was recorded  because Mr. Puryear
was an employee.  Effective  November 1, 2000,  Mr.  Puryear  resigned,  and his
500,000 vested options were forfeited.  As consideration  for the termination of
his  employment  agreement,  the Board  granted  him an option to purchase up to
350,000  shares of Common  Stock at an  exercise  price of $0.50 per share for a
period of ten  years.  The  Company  recorded  compensation  cost of  $77,000 in
connection with the option grant. See Note 10. "Stock Options."

Description of Capital Stock

Centrex is authorized  to issue  45,000,000  Shares of Common  Stock,  par value
$0.001 per share, of which 7,950,000  shares were outstanding as of December 31,
2000.  Centrex is also authorized to issue 5,000,000  Shares of Preferred Stock,
par value $0.001 per share, of which there are no shares presently  outstanding.
There is no present intent to issue any Preferred Stock.

Voting  Rights.  Holders of shares of Common  Stock are entitled to one vote per
share on all matters submitted to a vote of the  shareholders.  Shares of Common
Stock do not have  cumulative  voting rights,  which means that the holders of a
majority of the  shareholder  votes eligible to vote and voting for the election
of the  Board of  Directors  can elect all  members  of the Board of  Directors.
Holders of a majority of the issued and  outstanding  shares of Common Stock may
take action by written consent without a meeting.

Dividend  Rights.  Holders of record of shares of Common  Stock are  entitled to
receive  dividends  when and if  declared  by the Board of  Directors.  To date,
Centrex has not paid cash dividends on its Common Stock. Holders of Common Stock
are entitled to receive such  dividends as may be declared and paid from time to
time by the Board of Directors out of funds legally available therefor.  Centrex
intends to retain any earnings for the  operation  and expansion of its business
and does not anticipate  paying cash dividends in the  foreseeable  future.  Any
future determination as to the payment of cash dividends will depend upon future
earnings,  results of  operations,  capital  requirements,  Centrex's  financial
condition  and such  other  factors  as the  Board of  Directors  may  consider.

                                      F-11

                                       27

<PAGE>


Liquidation Rights. Upon any liquidation,  dissolution or winding up of Centrex,
holders of shares of Common  Stock are  entitled  to receive pro rata all of the
assets of Centrex  available for distribution to shareholders  after liabilities
are paid and distributions are made to the holders of Centrex's Preferred Stock.

Preemptive Rights.  Holders of Common Stock do not have any preemptive rights to
subscribe  for or to purchase  any stock,  obligations  or other  securities  of
Centrex.

Note 10--Stock Options

On  November 1, 1998,  the Board of  Directors  and  shareholders  approved  the
adoption of the Centrex Inc.  1998  Incentive  Stock  Option Plan (the  "Plan"),
pursuant to which 3,000,000 shares of Common Stock were reserved.  Stock options
granted  under the Plan expire ten years from the date of grant.  As of December
31, 2000, no options were outstanding.

Options Granted to Employees
On November 1, 1999,  the Board of Directors  granted to Mr. Jim  Puryear,  then
President  and Chief  Executive  Officer of  Centrex,  options to purchase up to
1,000,000  shares of  Centrex  Common  Stock at an  exercise  price of $0.50 per
share.  The exercise  price was equal to the fair value of the Company's  Common
Stock,  as  determined  by the Board,  on the date of grant.  The  options  were
non-assignable,  and their  expiration  date was October 30,  2009.  The options
became vested if the performance  criteria was met and were  exercisable as long
as he was  employed  by the  Company.  Because  Mr.  Puryear  was an employee of
Centrex at the time the options were granted, no compensation cost was recorded.
Effective  November 1, 2000, Mr. Puryear  resigned and his employee options were
forfeited.

Options Granted to Non-Employees
As  consideration  for the  termination of his employment  agreement,  the Board
granted Mr. Puryear  options to purchase up to 350,000 shares of Common Stock at
an exercise price of $0.50 per share. The options expire September 30, 2010. The
exercise  price was equal to the fair value of the Company's  Common  Stock,  as
determined by the Board, on the date of grant.  The Company  recorded $77,000 as
compensation cost related to the option grant.  Compensation costs were based on
an  estimated  fair  value of $0.22 per  share.  The  estimated  fair  value was
calculated  using the  Black-Scholes  option  pricing  model with the  following
assumptions:  exercise price of $0.50 per share; stock price of $0.50 per share;
risk-free  interest rate of 6.0%;  expected dividend yield of 0.0; expected life
of ten years; and estimated volatility of 0.0.

                                                    December 31, 2000
                                           -------------------------------------
                                                               Weighted Average
                                                     Shares    Exercise Price
                                           ----------------- -------------------
 Employees
 Outstanding, beginning of period                1,000,000                $0.50
 Granted                                               ---                  ---
 Exercised                                             ---                  ---
 Forfeited                                       1,000,000                $0.50
                                           ----------------- -------------------
 Outstanding, December 31, 2000                        ---                 ---
                                           ----------------- -------------------
 Exercisable, December 31, 2000                        ---                 ---
                                           ----------------- -------------------
 Weighted  average  fair value of options
   granted  duringthe period                           ---
                                           -----------------

                                      F-12

                                       28


<PAGE>


                                                    December 31, 2000
                                           -------------------------------------
                                                               Weighted Average
                                                     Shares    Exercise Price
                                           ----------------- -------------------

 Non-Employees
 Outstanding, beginning of period                      ---               ---
 Granted                                           350,000             $0.50
 Exercised                                             ---               ---
 Forfeited                                             ---               ---
                                           ----------------- -----------------
 Outstanding, December 31, 2000                    350,000             $0.50
                                           ----------------- -----------------
 Exercisable, December 31, 2000                    350,000             $0.50
                                           ----------------- -----------------
 Weighted  average  fair value of options
 granted  during period                              $0.22
                                           -----------------

The following table summarizes  information  about stock options  outstanding at
December 31, 2000:
<TABLE>
<CAPTION>


                                           Options Outstanding                  Options Exercisable
                                ------------------------------------------ ------------------------------

              <S>                     <C>              <C>          <C>           <C>            <C>
                                                    Weighted
                                                     Average     Weighted
                                       Number      Remaining      Average         Number        Weighted
         Range of exercise        Outstanding    Contractual     Exercise    Exercisable         Average
         prices                   at 12/31/00           Life        Price    at 12/31/00  Exercise Price
         ---------------------- -------------- -------------- ------------ -------------- ---------------

         Non-Employees               350,000            9.75       $0.50        350,000           $0.50


</TABLE>

 Note 11--Non-Cash Financing and Investing Activities

During 1999, the Company made  arrangements with the University of California to
pay on an  installment  basis the $410,000  required by the  Sponsored  Research
Agreement.

During 1999,  the Company  issued  540,000  shares of Common Stock at $0.001 per
share in connection  with the EMSI Merger (see Note 2) and issued 950,000 shares
of Common Stock at $0.001 per share in connection  with the SWT Merger (see Note
3).

Note 12--Income Taxes

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes  and the  amounts  used for  income  tax  purposes.  For the year ended
December 31, 2000, the Company had no temporary  differences.  The components of
the Company's deferred income tax asset are as follows:



                                       December 31, 2000     December 31, 1999
                                    --------------------- ---------------------

 Net operating loss carryforward               $184,052              $166,687
 Valuation allowance for deferred
 tax asset                                    $(184,052)            $(166,687)
                                    --------------------- ---------------------

 Net deferred tax asset                            $---                  $---
                                    --------------------- ---------------------


From  inception to December 31, 2000,  the Company had a net  operating tax loss
carryforward  of  approximately  $541,000,  which will begin expiring in 2013. A
valuation  allowance fully offsets the benefit of the net operating loss,  since
the Company  does not meet the "more  probable  than not"  criteria of FASB 109.
During 2000, the valuation allowance increased $17,365 to offset the increase in
the net operating loss carryforward.

                                      F-13

                                       29


<PAGE>



Note 13--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 not established  sources of revenues  sufficient to fund the
development of business and pay operating  expenses,  resulting in a net loss of
$395,766 for the year ended December 31, 2000. Management intends to provide the
necessary  development  and operating  capital through sales of its Common Stock
and its products,  if successfully  developed.  Though no formal approval by the
EPA is required before the Company's products, if successfully developed, can be
sold in the U.S., the Company hopes to enhance the marketability of its products
by obtaining an endorsement, as a viable E.coli detection method, by the EPA. To
obtain such  endorsement the Company will have to prove efficacy to the Agency's
satisfaction in one or more demonstration  projects.  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 complete the development
of its products.  The financial  statements do not include any adjustments  that
might be necessary if the Company is unable to continue as a going concern.




                                      F-14

                                       30



                                    PART III

Index to and Description of Exhibits

        Exhibit
        Number        Description of Exhibit
        ------------- ----------------------------------------------------------

          2.1 *       Certificate of Incorporation dated October 6, 1998
          2.2 *       Bylaws of the Registrant Adopted October 6, 1998
          3.1 *       Form of Common Stock Certificate
          6.1 *       License Agreement between E.Coli Measurement Systems, Inc.
                      and the University of California dated February 18, 1999,
                      as modified
          6.2 *       License  Agreement  between  Safe Water Technologies, Inc.
                      and the University of South Florida Research Foundation,
                      Inc. dated September 22, 1999
          6.3 *       Funds-In Agreement between E.Coli Measurement Systems, Inc
                      and Los Alamos National Laboratory Dated February 17, 1999
          6.4 *       Investor  Relations  Services  Agreement and Option
                      Agreement between  Registrant and Morgan-Phillips, Inc.
                      dated February 20, 2000
          6.5 *       Form of Indemnification Agreement
          6.6 *       Centrex, Inc. 1998 Stock Option Plan dated November 1,1998
          6.7 *       Employment Agreement between Registrant and James W.
                      Puryear dated November 1, 1999
          6.8 *       Novation Agreement dated April 27, 1999
          8.1 *       Agreement and Plan of Merger between Registrant and
                      E.Coli Measurement Systems, Inc. dated March 15, 1999
          8.2 *       Certificate of Merger dated June 7, 1999
          8.3 *       Agreement and Plan of Merger between Registrant and
                      Safe Water Technologies, Inc. dated September 17, 1999
          8.4 *       Certificate of Merger dated September 24, 1999

*Filed with Amended Form 10-SB, filed March 23, 2001

                                       31
<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/ Gifford M. Mabie
                                                Sole Officer and Director

May 3, 2001

                                       32