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, 2002



                                  CENTREX, INC.
             (Exact name of registrant as specified in its charter)

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

                               9202 S. Toledo Ave.
                                 Tulsa, OK 74137
          (Address of principal executive offices, including zip code)

                                 (888) 494-2880
              (Registrant's Telephone Number, Including Area Code)

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

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES

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.: $2,436,956 as of April 14, 2003.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of April 14, 2003, we had
48,739,113 shares of common stock, $0.001 par value, issued and outstanding.


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Information Required in Registration Statement

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

     Centrex is a development-stage  company  incorporated on October 6, 1998 in
Oklahoma.  The Company has not been involved in bankruptcy,  receivership or any
similar  proceeding.  The Company owns an exclusive  worldwide license to Single
Molecule  Detection,  a  technology  that was  invented  at Los Alamos  National
Laboratory  ("Los Alamos" or "LANL").  The technology is owned by the University
of  California  (the  "University"),   which  conducts  research  at  LANL.  The
technology is designed to rapidly detect bacteria or viruses by matching the DNA
of the organism. We entered into a development agreement with the University and
LANL to build a  prototype  system  that  enables  rapid  detection  of  harmful
pathogens, including potential biothreat agents.

     As a  development-stage  company, we presently do not have any products for
sale.  If LANL is  successful  in  building a prototype  system,  it may take us
several more years before we have a commercially  viable product.  We may not be
successful in developing  any products  based on the  single-molecule  detection
technology. Our business is subject to numerous risks and uncertainties that are
more fully described in "RISK FACTORS".

     PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKETS
     We plan to develop,  manufacture and market a fully-integrated  system that
enables rapid detection of harmful pathogens by using DNA analysis.  Our planned
product is designed to be an easy-to-use  system to analyze  complex  biological
samples in disposable  cartridges,  and to rapidly and automatically perform the
steps  necessary  for  sophisticated  molecular  biological  procedures.  We are
focusing  our  efforts  on  those   applications  where  rapid  DNA  testing  is
particularly important, such as biothreat detection, food processing,  and water
supply markets.  If the single molecule detection  technology is commercialized,
we believe that potential  customers for our proposed device include  commercial
air carriers,  the United  States  Postal  Service,  Federal  office  buildings,
commercial office  buildings,  military,  state and local government  buildings,
sports arenas,  and shipping  terminals,  food  processors  and water  treatment
systems.

     INDUSTRY BACKGROUND
     Nucleic acids are molecules found inside cells.  Nucleic acids, such as DNA
and RNA,  contain  the unique  blueprint,  or genes,  of each  living  creature.
Advances in molecular  biology have led to the  development  of  techniques  for
reading  the genome and for  detecting  the  presence  of a known DNA  sequence.
Today, the most widely used method for DNA analysis is first to amplify, or grow
more of,  the  target  DNA and  subsequently  to detect  the DNA with the use of
fluorescent  dyes.  The most common  method of DNA  amplification  is polymerase
chain reaction, or PCR.

     LIMITATIONS OF CURRENT DETECTION METHODS
     Highly  Skilled  Technicians;   Special  Laboratory   Required.   Currently
available  methods  require  skilled  scientists  and  technicians  in a special
laboratory  setting,  including,  in  many  cases,  separate  rooms  to  prevent
contamination of one sample by another.

                                       2
<PAGE>

     Large and Inflexible Equipment. Most currently available equipment is large
and inflexible and is typically  configured to  accommodate  only one assay,  or
test, procedure.

     Long  Time  to  Result.  Current  sample  preparation,   amplification  and
detection  technologies  rely on manual or  semi-automated  processes that often
require days to complete.

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

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

     In summary, DNA testing is currently a complicated,  time-consuming process
that requires  expensive  specialized  equipment and  highly-trained  staff.  We
believe that DNA testing will only  achieve its full market  potential  upon the
development of advanced instruments and integrated processes that are both rapid
and automated.

     THE CENTREX SOLUTION
     We believe  that the single  molecule  detection  technology  represents  a
significant  improvement  to existing DNA  detection  methods for the  following
reasons:

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

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

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

     Modular and Flexible System  Design--Our  system is designed to run several
different types of assays simultaneously.  Our system is designed to be modular,
enabling  us to build  products  to meet the  needs of a  variety  of  potential
markets.

DISTRIBUTION METHODS
     If  the  single   molecule   detection   technology  is  developed  into  a
commercially  viable  product,  we intend to enter  into  agreements  with third
parties  to  market,  sell and  distribute  our  product.  We may not be able to
establish or maintain  third-party  relationships  on a commercially  reasonable
basis,  if at all. In  addition  these  third  parties may have  similar or more
established  relationships  with  our  competitors.  If we  do  not  enter  into
relationships  with third  parties to market,  sell and  distribute  our planned
product,  we  will  need  to  develop  our  own  such  capabilities.  We have no
experience in developing, training or managing a sales force. See "RISK FACTORS-
Risks Related to Our Business."

COMPETITIVE BUSINESS CONDITIONS
     We expect to  encounter  intense  competition  from  vendors  of  PCR-based
testing  products,  such as Cephid and Applied  Biosystems.  In order to compete
against  vendors  of  conventional  products,  we will need to  demonstrate  the
advantages of our products over  alternative  well-established  technologies and
products.  We will also need to demonstrate the potential  economic value of our
products relative to these conventional technologies and products.

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

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<PAGE>

INTELLECTUAL PROPERTY AND OTHER AGREEMENTS

     Exclusive License Agreement with University of California
     ---------------------------------------------------------
     On February 25, 2002, the Company and the University of California  entered
into a modified  license  agreement,  whereby the Company was granted  exclusive
rights to the DNA-based  single-molecule  detection technology for all fields of
use. The Company paid a  modification  fee of $15,000,  which was recorded as an
expense,  and agreed to pay  $10,000  within  thirty  (30) days of issuance of a
patent. A copy of the license  modification is incorporated  herein by reference
to Exhibit 10.9 of the Form 10-QSB for the quarter  ended June 30,  2002,  filed
August 19, 2002.

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

     Patent Applications related to single molecule detection method
     ---------------------------------------------------------------
     The  single  molecule  detection  method  is  owned  by the  University  of
California,  and in December of 1999, they filed a U.S. patent application.  The
initial ruling by the U.S. Patent & Trademark  Office rejected the claims in the
patent application,  however,  the University of California has filed an appeal.
The appeals process is lengthy and there is no assurance that the appeal will be
successful or that a U.S.  patent will issue.  The  University of California has
filed international patent applications for the single molecule detection method
in Canada,  Europe,  and Japan.  No  international  patents have been issued and
there is no assurance that any will be issued. See "RISK FACTORS."

     Payable  to  University  of  California  pursuant  to  revised  development
     ---------------------------------------------------------------------------
agreement
---------
     The revised development agreement obligates the Company to pay $640,226, of
which $142,280 was paid upon signing of the agreement. The balance is payable in
monthly  installments  of $35,570.  There is no assurance  that the Company will
have  sufficient  capital  to fund the  monthly  installments  as they come due.
According to the terms of the Modified License, the University of California may
have the right to  terminate  the  license  if the  Company is unable to pay the
monthly payments required by the development agreement. See "RISK FACTORS."

GOVERNMENT REGULATION
The Company is not presently aware of any government approval required before
the Company's planned products can be sold in the United States, the Company's
initial geographic market. There is no assurance the Company's planned product
is not subject to government approval either now or in the future.

NUMBER OF EMPLOYEES AND FULL-TIME EMPLOYEES
The Company presently employs its Chief Executive Officer on a
part-time basis, and the Company has entered into consulting agreements with
three individuals to provide accounting, financial reporting and administrative
support services, on a part-time basis, through December 31, 2003. The Company
has entered into an agreement with Jack Luchese to become the Company's new
Chief Executive Officer on a full-time basis if the Company is successful in
raising at least $2,000,000 on or before January 1, 2004. Mr. Luchese expects to
be a consultant to the Company and Dr. Coughlin expects to remain as CEO until
such time as the funding condition of Mr. Luchese's employment agreement has
been satisfied. See "RISK FACTORS".

                                       4
<PAGE>

RISK FACTORS

RISKS RELATED TO OUR TECHNOLOGY

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

     The revised development agreement,  whereby Los Alamos has agreed to make a
prototype of our planned product, requires that the Company pay them $35,570 per
month  for  fifteen  months.  The  Company  presently  does not  have the  funds
necessary to fund the monthly  obligation.  If the Company is not  successful in
raising the capital  necessary to fund the monthly  obligation,  then Los Alamos
may not complete the development of a prototype of our product and they may have
the right to terminate the license,  which could have a material  adverse effect
on the Company's future prospects.

ANY  UNFORSEEN  DEVELOPMENT  ISSUES COULD GIVE  COMPETITORS  THE TIME TO DEVELOP
TECHNOLOGY  SIMILAR TO OURS AND TO  INTRODUCE  A  COMPETING  PRODUCT  BEFORE OUR
PRODUCT CAN BE COMMERCIALIZED. THIS COULD HARM OUR FUTURE PROSPECTS.
     The  estimated  development  time by Los Alamos for our planned  product is
18-24 months.  Even if Los Alamos is  successful  in completing a prototype,  it
could be several more years before we have a commercially  viable  product.  Any
significant delay in funding the monthly obligation,  funding  commercialization
efforts or any unforeseen  development issues could give competitors the time to
develop  technology  similar to ours and to introduce a competing product before
our planned product is commercialized. This could harm our future prospects.


THERE IS NO GUARANTEE THAT THE SINGLE MOLECULE DETECTION TECHNOLOGY WILL WORK OR
BE COMMERCIALLY VIABLE.
     Our proposed  product requires further  research,  development,  laboratory
testing,   demonstration  of  commercial  scale   manufacturing,   and  possibly
regulatory approval before the proposed product can be proven to be commercially
viable.  Potential  products  that  appear to be  promising  at early  stages of
development  may not reach the  market  for a number of  reasons.  Such  reasons
include the  possibilities  that the potential  product may be  ineffective,  or
unsafe,  or difficult or uneconomical  to manufacture on a large scale,  fail to
achieve market acceptance or are precluded from commercialization by proprietary
rights of third parties. We cannot predict with any degree of certainty when, or
if, the research,  development,  testing, and/or regulatory approval process (if
required)   will  be  completed.   Our  product   development   efforts  may  be
unsuccessful.  The failure of our research and development  activities to result
in a commercially  viable product would  materially  adversely affect our future
prospects.

IF A U.S.  PATENT FOR THE SINGLE  MOLECULE  DETECTION  TECHNOLOGY IS NOT ISSUED,
COMPETITORS  WILL BE ABLE TO COPY  AND SELL  PRODUCTS  SIMILAR  TO OURS  WITHOUT
PAYING A ROYALTY. THIS COULD HAVE A MATERIALLY NEGATIVE EFFECT ON OUR ABILITY TO
COMPETE.
     The  single  molecule  detection  method  is  owned  by the  University  of
California.  On December 3, 1999 they filed a U.S. patent  application  covering
the technology.  The University  received an initial ruling by the U.S. Patent &
Trademark Office rejecting the claims in the patent  application,  however,  the
University  filed an appeal on August 22, 2002.  The appeals  process is lengthy
and there is no  assurance  that the appeal  will be  successful  or that a U.S.
patent  will be issued.  The  University  of  California  has also filed  patent
applications in Canada, Europe, and Japan. No patents have been issued and there
is no assurance that any will be issued. If a U.S. patent is not issued, then we
have no protection for the technology for our primary  geographic market. If our
planned product is commercialized, the lack of U.S. or foreign patent protection
could allow competitors to copy and sell products similar to ours without paying
a royalty. This could negatively affect our ability to compete.

THE SINGLE MOLECULE  DETECTION  METHOD IS LICENSED TO US BY A THIRD PARTY. IF WE
ARE UNABLE TO CONTINUE TO LICENSE THIS TECHNOLOGY, OUR FUTURE PROSPECTS COULD BE
HARMED.
     We license the single  molecule  detection  method from the  University  of
California. To maintain our license with them, we must pay them $5,000 each year
the  license is in effect  and pay 3.5%  royalties  on product  sales and 50% of
payments  received  from  sublicensees.  Our  failure to fulfill any term of the
license  agreement is grounds for the  University to terminate the license.  The
technology  we license from them would be difficult to replace.  The loss of the
technology  license  would result in delays in the  availability  of

                                       5
<PAGE>

our planned products until equivalent technology,  if available,  is identified,
licensed and integrated. This could harm our future prospects.

BECAUSE  WE RELY ON  THIRD  PARTIES  FOR  RESEARCH  AND  DEVELOPMENT  ACTIVITIES
NECESSARY TO COMMERCIALIZE  OUR PRODUCT,  WE HAVE LESS DIRECT CONTROL OVER THOSE
ACTIVITIES. THIS COULD HAVE A MATERIALLY ADVERSE EFFECT ON OUR FUTURE PROSPECTS.
     We do  not  maintain  our  own  laboratory  and we do not  employ  our  own
researchers.  We have  contracted  with  third  parties  in the past to  conduct
research and  development  activities  and we expect to continue to do so in the
future.  Because  we rely on third  parties  for our  research  and  development
activities, we have less direct control over those activities and can not assure
you that the research will be done properly or in a timely  manner,  or that the
results will be reproducible.  Our inability to conduct research and development
may delay or impair our ability to  commercialize  the technology.  The cost and
time to establish or locate an alternative  research and development facility to
develop our  technology  could have a  materially  adverse  effect on our future
prospects.

IF WE ARE UNABLE TO  ADEQUATELY  PROTECT OR ENFORCE  OUR RIGHTS TO  INTELLECTUAL
PROPERTY, WE MAY LOSE VALUABLE RIGHTS,  EXPERIENCE REDUCED MARKET SHARE, IF ANY,
OR INCUR COSTLY LITIGATION TO PROTECT SUCH RIGHTS.
     We generally require our employees, consultants, advisors and collaborators
to execute  appropriate  confidentiality  agreements  with us. These  agreements
typically provide that all materials and confidential  information  developed or
made known to the individual during the course of the individual's  relationship
with us is to be kept  confidential and not disclosed to third parties except in
specific circumstances. These agreements may be breached, and in some instances,
we may not have an appropriate  remedy  available for breach of the  agreements.
Furthermore,  our competitors may independently  develop substantial  equivalent
proprietary  information  and techniques,  reverse  engineer our information and
techniques, or otherwise gain access to our proprietary technology. In addition,
the laws of some foreign countries may not protect our proprietary rights to the
same extent as U.S. law. We may be unable to meaningfully  protect our rights in
trade secrets, technical know-how and other non-patented technology.

     We may have to resort to  litigation  to protect  our  rights  for  certain
intellectual  property, or to determine their scope, validity or enforceability.
Enforcing  or  defending  our  rights  is  expensive  in  terms of  dollars  and
management  time and such  efforts may not prove  successful.  There is always a
risk that patents, if issued, may be subsequently  invalidated,  either in whole
or in part, and this could diminish or extinguish  protection for the technology
we license.  Any failure to enforce or protect our rights could cause us to lose
the  ability to exclude  others  from  using our  technology  to develop or sell
competing products.

WE MAY BE SUED BY THIRD  PARTIES WHO CLAIM THAT OUR PRODUCT  INFRINGES  ON THEIR
INTELLECTUAL PROPERTY RIGHTS. DEFENDING AN INFRINGEMENT LAWSUIT IS COSTLY AND WE
MAY NOT HAVE ADEQUATE RESOURCES TO DEFEND. ANY SETTLEMENT OR JUDGMENT AGAINST US
COULD HARM OUR FUTURE PROSPECTS.
     We may be exposed to future  litigation  by third  parties  based on claims
that our technology,  product or activity infringes on the intellectual property
rights of others or that we have  misappropriated  the trade  secrets of others.
This risk is  compounded  by the fact that the  validity  and  breadth of claims
covered in  technology  patents in general  and the  breadth  and scope of trade
secret  protection  involves  complex  legal  and  factual  questions  for which
important legal principles are unresolved.  Any litigation or claims against us,
whether  or not  valid,  could  result  in  substantial  costs,  could  place  a
significant strain on our financial and managerial resources, and could harm our
reputation.  Our license  agreement with the  University of California  requires
that we pay the costs  associated  with  initiating  an  infringement  claim and
defending  counterclaims by the infringer.  In addition,  intellectual  property
litigation or claims could force us to do one or more of the following:

        -     cease selling, incorporating or using any of our technology and/or
              products that incorporate the challenged intellectual property,
              which could adversely affect our revenue;
        -     obtain a license from the holder of the infringed intellectual
              property right, which license may be costly or may not be
              available on reasonable terms, if at all; or
        -     redesign our products, which would be costly and time consuming.

                                       6
<PAGE>

THE U.S. GOVERNMENT RETAINS CERTAIN RIGHTS TO THE DETECTION TECHNOLOGY, WHICH IF
EXERCISED, COULD LIMIT OUR ABILITY TO COMPETE
     Technologies  developed with funds provided by the United States government
have  restrictions  regarding  where  they  may  be  sold  and  have  limits  on
exclusivity.  The  technology  may only be  allowed  to be sold or  manufactured
within the United  States.  In addition,  under  Section 23 of the United States
Code, the U.S.  government has the right to use technologies  that it has funded
regardless of whether the technology has been licensed to a third party.

     The  U.S.  Government  has a  nonexclusive,  nontransferable,  irrevocable,
paid-up  license to practice or to have practiced  through the world,  for or on
behalf of the U.S.  Government,  inventions  covered by the University's  patent
rights,  and has  certain  other  rights  under  35  U.S.C.  200-212.  The  U.S.
Department  of  Energy  has the  right to  require  us to grant a  nonexclusive,
partially exclusive or exclusive license under the patent rights in any field of
use to a responsible  applicant or applicants.  Such  regulations  may limit the
value of the technology to us and may reduce our ability to compete.

RISKS RELATED TO OUR BUSINESS

BECAUSE WE HAVE NO PRODUCTS FOR SALE, WE DO NOT GENERATE REVENUE, THEREFORE, OUR
AUDITORS DOUBT OUR ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN
     Because the Company's  planned  product is in the  development  stage,  the
Company has no revenue, earnings or cash flow to be self-sustaining. The Company
does  not  anticipate  product  sales  until  such  time  as the  technology  is
commercialized,  which  could take  several  years.  The  Company's  independent
accountants have stated in their opinion to the audited financial statements for
the period  ended  December 31, 2002 that "the  Company is a  development  stage
company with insufficient  revenues to fund development and operating  expenses.
The Company also has  insufficient  cash to fund obligations as they become due.
These  conditions  raise  substantial  doubt  about its ability to continue as a
going concern." Our failure to obtain the funding necessary to commercialize our
planned product will have a material  adverse effect on our business,  financial
condition, and on the price of our common stock.

WE REQUIRE  SUBSTANTIAL  ADDITIONAL CAPITAL TO COMMERCIALIZE OUR TECHNOLOGY.  WE
MAY HAVE  DIFFICULTY  RAISING  CAPITAL WHEN WE NEED IT, OR AT ALL.  RAISING SUCH
CAPITAL MAY DILUTE STOCKHOLDER VALUE
     Our  business  currently  does not  generate  any sales  from our  proposed
product and we do not anticipate product sales until such time as the technology
is  commercialized,  which could take several  years.  The Company must complete
additional financing  initiatives in 2003 to generate the liquidity necessary to
continue its operations.  The Company must engage a private  engineering firm to
design,  build and test a commercial  version of the  prototype and to determine
whether our planned product can be manufactured in a commercially viable way.

     The  Company  estimates  that  it  will  require  between   $10,000,000  to
$20,000,000 in additional capital over the next three years to commercialize its
technology.  Due to the current economic conditions, the Company may not be able
to secure  additional  financing  on terms it deems  acceptable.  If the Company
obtains additional funds by selling any of its equity securities, the percentage
ownership  of our  stockholders  will be reduced,  stockholders  may  experience
substantial dilution,  or the equity securities may have rights,  preferences or
privileges  senior to the common stock.  If adequate  funds are not available to
the Company on satisfactory terms, the Company may be required to limit or cease
its  activities,   or  otherwise  modify  its  business  strategy,  which  could
materially harm its future business prospects.

WE HAVE A HISTORY OF LOSSES AND EXPECT FUTURE LOSSES
     We have had annual losses since our inception in October 1998. We expect to
continue to incur losses until we finish the development of our products, obtain
government approval, if required,  for our products, and sell enough products at
prices high enough to generate a profit.  There is no assurance  that we will be
able to develop a  commercially  viable  product,  to  generate  revenue,  or to
achieve or maintain profitable operations.


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<PAGE>
OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR STOCK MORE DIFFICULT
     You can only evaluate our business  based on a limited  operating  history.
Since  inception,  we  have  engaged  primarily  in  research  and  development,
technology licensing,  seeking grants, and raising capital. This limited history
may not be  adequate  to enable you to fully  assess our  ability to develop our
technologies  and proposed  products  and to achieve  market  acceptance  of our
proposed products and to respond to competition.

WE  HAVE  NO  EXPERIENCE  IN  PRODUCT  MANUFACTURING.  WE  MAY  NOT BE  ABLE  TO
MANUFACTURE OUR PLANNED PRODUCT IN SUFFICIENT  QUANTITIES AT AN ACCEPTABLE COST,
OR AT ALL, WHICH COULD HARM OUR FUTURE PROSPECTS
     We   remain   in  the   research   and   development   phase   of   product
commercialization.  Accordingly,  if our planned product  becomes  available for
commercial  sale, we will need to establish the capability to manufacture it. We
have  no  experience  in  establishing,  supervising  or  conducting  commercial
manufacturing.  If we fail to  adequately  establish,  supervise and conduct all
aspects of the  manufacturing  process,  we may not be able to commercialize our
product.  We do not presently own any  manufacturing  facilities.  We may not be
able  to  manufacture  our  planned  product  in  sufficient  quantities  at  an
acceptable cost, or at all, which could  materially  adversely affect our future
prospects.

     We presently plan to rely on third party  contractors  to  manufacture  our
planned  product.  This may expose us to the risk of not being able to  directly
oversee the manufacturing process, which may adversely affect the production and
quality of our planned product. Furthermore, these contractors,  whether foreign
or  domestic,  may  experience  regulatory  compliance  difficulty,   mechanical
shutdowns,  employee  strikes,  or other  unforeseeable  acts  that may delay or
prevent production.

WE HAVE NO EXPERIENCE IN PRODUCT MARKETING, SALES OR DISTRIBUTION. WE MAY NOT BE
ABLE TO MARKET AND DISTRIBUTE OUR PLANNED  PRODUCT,  WHICH COULD HARM OUR FUTURE
PROSPECTS
     We have no experience in marketing or distributing our planned product.  We
have not yet established marketing,  sales or distribution  capabilities for our
planned  product.  Until  such  time as our  product  is  further  along  in its
development,  we do not plan to  devote  any  meaningful  time or  resources  to
establishing such capabilities. At the appropriate time, we intend to enter into
agreements  with third  parties  to market,  sell and  distribute  our  product.
However, we may be unable to establish or maintain third-party  relationships on
a commercially reasonable basis, if at all. In addition, these third parties may
have similar or more established relationships with our competitors.

     If we do not enter into  relationships  with third parties to market,  sell
and  distribute  our  planned  product,  we will  need to  develop  our own such
capabilities. We have no experience in developing,  training or managing a sales
force. If we choose to establish a direct sales force, we will incur substantial
additional  expenses in developing,  training and managing such an organization.
We may not be able to build a sales force on a cost  effective  basis or at all.
Any such direct  marketing  and sales efforts may prove to be  unsuccessful.  In
addition,  we will  compete  with  many  other  companies  that  currently  have
extensive  and  well-funded  marketing and sales  operations.  Our marketing and
sales efforts may be unable to compete against these other companies.  We may be
unable to establish a sufficient  sales and marketing  organization  on a timely
basis, if at all.

     We may be unable to engage qualified  distributors.  Even if engaged,  they
may fail to satisfy financial or contractual obligations to us. They may fail to
adequately  market our  products.  They may cease  operations  with little or no
notice  to us or they  may  offer,  design,  manufacture  or  promote  competing
products.

THE LOSS OF OUR KEY PERSONNEL COULD HARM OUR BUSINESS

     The Company's current CEO, Dr. Thomas Coughlin, and certain consultants
are presently providing services without cash compensation. The loss of their
services could have a material adverse effect on our operations, as hiring
replacements would most likely involve the payment of salaries, for which we do
not currently have the financial resources. Our inability to hire suitable
replacements could have a material adverse effect on our ability to continue
operating. The loss of their services or our inability to retain such
experienced personnel could have a material adverse effect on our business
prospects.

                                       8
<PAGE>

BECAUSE OUR CURRENT CEO DOES NOT WORK FOR US FULL-TIME,  OUR BUSINESS COULD TAKE
LONGER TO DEVELOP

     The Company's current CEO, Dr. Thomas Coughlin, and administrative
personnel do not work for us on a full-time basis. As a result, our business
could take longer to develop. Dr. Coughlin expects to devote about 20 hours per
week to our business activities.

OUR  AGREEMENT  WITH JACK  LUCHESE TO BECOME OUR  FULL-TIME  CEO  DEPENDS ON THE
COMPANY  SUCCESSFULLY  RAISING AT LEAST $2,000,000 ON OR BEFORE JANUARY 1, 2004.
WE MAY NOT BE SUCCESSFUL IN RAISING SUCH FUNDS.
     The Company has entered into an  agreement  with Jack Luchese to become the
Company's  new Chief  Executive  Officer on a full-time  basis if the Company is
successful  in raising at least  $2,000,000  on or before  January 1, 2004.  Mr.
Luchese  expects to be a consultant  to the Company until the earlier of January
1, 2004 or when the Company has raised at least $2,000,000. Dr. Coughlin expects
to remain  as CEO until  such time as the  funding  condition  of Mr.  Luchese's
employment agreement has been satisfied.  If the funding condition is satisfied,
Dr. Coughlin expects to become a technical advisor to the Company. We may not be
successful  in  fulfilling  the  funding  condition  of our  agreement  with Mr.
Luchese.

WE ARE IN LITIGATION WITH OUR FORMER COUNSEL AND OUR FORMER TRANSFER AGENT.  THE
COST OF THIS  LITIGATION,  INCLUDING THE DIVERSION OF MANAGEMENT'S  TIME,  COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS DEVELOPMENT
     The  Company is a plaintiff  in a lawsuit  filed in the  district  court of
Tulsa County on January 24, 2002 against Frederick Slicker, the Company's former
corporate  counsel.  Slicker  then filed a  countersuit  against the Company and
others that have  indemnification  agreements with the Company. The Company is a
third-party defendant in a lawsuit filed by Slicker against the Company's former
transfer  agent,  Nevada Agency & Trust.  The lawsuit alleges that Nevada Agency
took various  actions  against  Slicker that resulted in damages to him.  Nevada
Agency alleges that its actions are covered by an  indemnification  provision in
its  transfer  agent  agreement  with  the  Company  and  thus  the  Company  is
responsible for Nevada's  attorney's fees and any potential  damages that may be
due to Slicker. The Company disputes this position. See "LEGAL PROCEEDINGS". The
cost  of this  litigation,  including  the  diversion  of  management  time  and
resources,  as well as any  adverse  trial or jury  verdicts  could  result in a
material loss to the Company.  The costs and other  effects of this  litigation,
including claims,  settlements,  judgments,  and changes in those matters, could
have a material adverse effect on the Company's  business,  financial  condition
and  operating  results.  At this time,  the  Company  is unable to predict  the
outcome of the  present  litigation  and cannot  reasonably  estimate a range of
possible loss given the current status of the cases.

RISKS RELATED TO OUR INDUSTRY

THE MARKET FOR OUR PLANNED  PRODUCT IS RAPIDLY  CHANGING  AND  COMPETITIVE.  NEW
PRODUCTS  MAY BE  DEVELOPED BY OTHERS WHICH COULD IMPAIR OUR ABILITY TO DEVELOP,
GROW OR MAINTAIN OUR BUSINESS AND BE COMPETITIVE
     Our  industry  is subject to rapid and  substantial  technological  change.
Developments   by  others  may  render  our  technology   and  planned   product
noncompetitive or obsolete,  or we may be unable to keep pace with technological
developments  or other  market  factors.  Competition  from other  biotechnology
companies,   universities,   government   research   organizations   and  others
diversifying  into the field is intense  and is expected  to  increase.  Many of
these entities have significantly greater research and development  capabilities
and budgets than we do, as well as substantially more marketing,  manufacturing,
financial and managerial  resources.  These entities could represent significant
competition for us. Acquisitions of, or investments in, competing  biotechnology
companies by large  corporations  could  increase such  competitors'  financial,
marketing, manufacturing and other resources.

     We are a development-stage enterprise and as such our resources are limited
and  we  may  experience   technical   challenges  inherent  in  developing  our
technology.  Competitors  have  developed  or are in the  process of  developing
technologies  that are, or in the future may be, the basis for competition.  Our
competitors may use different methods to detect biological pathogens in a manner
that is more effective and less costly than our planned product and,  therefore,
present a serious competitive threat to us.

OUR  PLANNED  PRODUCT,  IF  SUCCESSFULLY  COMMERCIALIZED,  COULD BE  EXPOSED  TO
SIGNIFICANT PRODUCT LIABILITY CLAIMS WHICH COULD BE TIME CONSUMING AND COSTLY TO
DEFEND, COULD DIVERT MANAGEMENT ATTENTION AND COULD ADVERSELY IMPACT OUR ABILITY
TO OBTAIN AND MAINTAIN INSURANCE COVERAGE, WHICH COULD JEOPARDIZE OUR LICENSE.
     The testing,  manufacture,  marketing and sale of our planned  product will
involve an inherent risk that product  liability claims will be asserted against
us. We currently have a general  liability policy with an annual aggregate limit
of $2 million with a $1 million limit per  occurrence.  We currently do not have
insurance  which  relates  to product  liability,  but intend to seek and obtain
insurance  to  cover  product  liability  before  sales of our  planned  product
commence.  Even if we obtain such  insurance,  it may prove  inadequate to cover
claims and/or litigation costs. The costs and availability of such insurance are
unknown.  Product  liability  claims  or other  claims  related  to our  planned
product, regardless of their

                                       9
<PAGE>

outcome,  could require us to spend  significant time and money in litigation or
to pay  significant  settlement  amounts or judgments.  Any  successful  product
liability  or other  claim may  prevent  us from  obtaining  adequate  liability
insurance  in the future on  commercially  desirable  or  reasonable  terms.  In
addition,  product  liability  coverage may cease to be available in  sufficient
amounts or at an acceptable cost. Any inability to obtain  sufficient  insurance
coverage at an acceptable cost or otherwise to protect against potential product
liability claims could prevent or inhibit the  commercialization  of our planned
product.  Failure  to obtain or  maintain  a minimum  of $1  million  of product
liability  insurance  immediately prior to the first sale of our planned product
or at any time  thereafter  will be considered a material  breach of our license
agreement with the  University of California  which could lead to termination of
the  license.  A product  liability  claim  could  also  significantly  harm our
reputation and delay market acceptance of our planned product.

RISKS RELATED TO OUR COMMON STOCK

OUR STOCK PRICE IS VOLATILE AND AN INVESTMENT IN OUR SECURITIES COULD DECLINE IN
VALUE, RESULTING IN SUBSTANTIAL LOSS
     The market price of our common stock, which is quoted over the counter, has
been, and may continue to be, highly volatile. Our common stock has been trading
only since December 23, 2001 and has experienced extreme  fluctuations in price.
The high and low range of closing  prices of our common stock since December 23,
2001 has been $1.75 per share to $0.038 per share. Factors such as announcements
of product development progress,  financings,  technological  innovations or new
products, either by us or by our competitors or third parties, as well as market
conditions  within the biotech  industry  may have a  significant  impact on the
market price of our common stock.  In general,  biotechnology  stocks tend to be
volatile even during periods of relative  market  stability  because of the high
rates  of  failure  and  substantial   funding   requirements   associated  with
biotechnology  companies.  Market conditions and conditions of the biotechnology
sector could also negatively impact the price of our common stock.

YOUR OWNERSHIP INTEREST MAY BE DILUTED AND THE VALUE OF THE SHARES OF OUR COMMON
STOCK MAY DECLINE BY THE EXERCISE OF STOCK  OPTIONS AND WARRANTS WE HAVE GRANTED
OR MAY GRANT IN THE FUTURE.
     As of  April  14,  2003  we  had  outstanding  options  to  purchase  up to
19,350,000  shares of common  stock at exercise  prices  ranging  from $0.001 to
$0.05 per share and outstanding  warrants to purchase up to 3,087,687  shares of
common stock at an exercise price of $0.05 per share. To the extent  outstanding
warrants and options to purchase our common stock are exercised,  your ownership
interest may be diluted. If the warrants and options are exercised and sold into
the market, they could cause the market price of our common stock to decline.

THE  PREFERRED  STOCK OWNED BY JACK  LUCHESE IS  CONVERTIBLE  INTO COMMON  STOCK
REPRESENTING 15% OF THE COMPANY'S ISSUED AND OUTSTANDING  SHARES OF COMMON STOCK
AT THE DATE OF  CONVERSION.  IF MR.  LUCHESE  CONVERTS HIS PREFERRED  STOCK INTO
COMMON STOCK, HIS OWNERSHIP MAY ALLOW HIM TO EXERCISE SUBSTANTIAL INFLUENCE OVER
OUR BUSINESS AND THE ELECTION OF DIRECTORS.
     Jack  Luchese,  presently a consultant to the Company,  recently  purchased
100,000 shares of our preferred  stock. If Mr. Luchese becomes the Company's new
CEO,  which  depends on the  Company  raising at least  $2,000,000  on or before
January 1, 2004, the preferred stock is convertible  into shares of common stock
representing 15% of the Company's issued and outstanding  shares of common stock
at the date of conversion. If and when Mr. Luchese becomes the Company's new CEO
and if he converts his  preferred  stock into common  stock,  his  ownership may
allow him to exercise  substantial  influence over our business and the election
of  directors.  If the Company has not raised at least  $2,000,000  on or before
January 1, 2004,  Mr. Luchese will not become CEO and the Company can repurchase
50,000 shares of Mr.  Luchese's  preferred stock at a purchase price of $25,000.
Mr.  Luchese will then own  preferred  stock  convertible  into shares of common
stock representing 7.5% of the Company's issued and outstanding shares of common
stock at the date of  conversion.  If Mr. Luchese  converts his preferred  stock
into common stock, his ownership may allow him to exercise substantial influence
over our business and the election of directors.

WE DO NOT EXPECT TO PAY DIVIDENDS
     We have not  declared  or paid,  and for the  foreseeable  future we do not
anticipate declaring or paying, dividends on our common stock.

Item 2. Description of Property

     We lease  approximately  4,200  square  feet of office  space at 9202 South
Toledo Avenue,  Tulsa,  Oklahoma 74137 pursuant to a lease that expires December
31, 2003.  The lease  obligates us to pay $6,300 per month for the office space.
We have the right to sublease.  We are presently in default on our lease payment
and the landlord has the right to evict us.

Item 3. Legal Proceedings

     On January  24,  2002,  Centrex,  along with other  plaintiffs,  filed suit
against the Company's former corporate counsel. The petition charges that former
counsel  took  various  actions,   which  were  against  the  interests  of  the
Plaintiffs,  committed a beach of fiduciary  duty, and committed a breach of his
duty  to  exercise  reasonable  care,  skill  and  diligence  on  behalf  of the
Plaintiffs,  which constitutes  negligence.  The Company seeks  compensatory and
punitive damages.  The Company is working to resolve this dispute. At this time,
the outcome is uncertain. See "RISK FACTORS".

                                       10
<PAGE>

     The Company is a  third-party  defendant  in a lawsuit  filed by  Frederick
Slicker,  the Company's former corporate  counsel,  against the Company's former
transfer  agent,  Nevada Agency & Trust.  The lawsuit alleges that Nevada Agency
took various  actions  against  Slicker that resulted in damages to him.  Nevada
Agency alleges that its actions are covered by an  indemnification  provision in
its  transfer  agent  agreement  with  the  Company  and  thus  the  Company  is
responsible for Nevada's  attorney's fees and any potential  damages that may be
due to Slicker.  The Company  disputes this  position.  A settlement  conference
before a U.S. Magistrate Judge is scheduled for April 17, 2003,  however,  there
is no  assurance  that this  matter  will be  settled  at that  time.  See "RISK
FACTORS".

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

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 2002.

     On February 21, 2003, the Company filed a preliminary information statement
pursuant to Section  14(c) of the  Securities  Exchange Act of 1934, as amended,
advising that a majority of  shareholders  had approved by consent the following
actions:

     (1)  Approval of an amendment to the Company's Certificate of Incorporation
          to  increases  the  authorized  number of shares of common  stock from
          45,000,000 shares to 250,000,000 shares;

     (2)  Approval  of the  agreements  for  Jack  Luchese  to  serve  as  Chief
          Executive Officer of the Company for a period of three years;

     (3)  Approval of the Company's  2003  Long-Term  Incentive  Plan  reserving
          25,000,000 shares of common stock available for grant thereunder;

     (4)  Approval  granting  authority  to the  Board to adjust  the  number of
          shares of the  Company's  common stock  outstanding  in order to raise
          capital  and/or to conform to the listing  requirements  of the NASDAQ
          Small Cap, NASDAQ National Market System, BBX or AMEX;

     (5)  Authorization to raise up to $20,000,000 to fund  commercialization of
          technology and ongoing operations of the Company; and

     (6)  Ratification of the appointment of Tullius Taylor Sartain & Sartain as
          independent auditors for the fiscal year ending December 31, 2003.


Item 5. Market for Common Equity and Related Stockholder Matters

(a)  Market information

          On December 24, 2001,  our common stock began trading over the counter
     under the trading symbol "CNEX".  The high and low closing  information was
     obtained  from  Townsend,  Inc.  The  quotations  may reflect  inter-dealer
     prices,  without mark-ups,  mark-downs,  or commissions and may not reflect
     actual transactions:

                   Calendar Quarter Ended              High            Low
                   ----------------------              ----            ---
                   December 24, 2001
                   to December 31, 2001                $1.75           $1.30
                   March 2002                          $1.50           $0.37
                   June 2002                           $0.66           $0.30
                   September 2002                      $0.65           $0.20
                   December 2002                       $0.41           $0.23



                                       11
<PAGE>

(b)    Holders

          As of March 31, 2003, there were  approximately  120 holders of record
     of our common stock.

(c)    Dividend Policy

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

(d)      Equity Compensation Plan Information as of the end of the most recent
         fiscal year
<TABLE>
---------------------------- -------------------------- -------------------------- --------------------------
                                                                                   Number   of    securities
                                                                                   remaining available for
                             Number of  securities  to    Weighted-average         future issuance under
                             be issued  upon  exercise    exercise price of        equity compensation plans
                             of  outstanding  options,    outstanding options,     (excluding securities
Plan Category                warrants and rights          warrants and rights      reflected in column (a))
---------------------------- -------------------------- -------------------------- --------------------------
                                        (a)                        (b)                          (c)
---------------------------- -------------------------- -------------------------- --------------------------
<S>                          <C>                          <C>                      <C>
Equity  compensation  plans
approved     by    security
holders:

Non-Qualified  Stock Option
Plan   (5,000,000    shares
reserved)                               -0-                        -0-                     5,000,000
---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>

Sales of Unregistered Securities Within the Past Three Years
-------------------------------------------------------------

     For  each of the  transactions  described  below,  the  Company  relied  on
exemptions from  registration  provided by Regulation D, Rule 506 and/or Section
4(2) of the Securities Act of 1933, as amended.  The Company  reserves the right
to rely upon any and all other available exemptions.

     On May 17, 2001, the Company sold  1,000,000  shares of its common stock at
$0.10 per share to an  accredited  investor  for  $50,000  in cash and a secured
promissory note for $50,000, which was paid in full on June 20, 2002.

     On July 27, 2001,  Sterling  International,  a consulting firm, was granted
options to purchase up to 1,342,500 shares of Centrex restricted common stock at
an  exercise  price of $0.001  per share  pursuant  to a  consulting  agreement.
Effective May 17, 2002,  the Company  entered into a settlement  agreement  with
Sterling,  whereby Sterling  forfeited  967,500 options.  The remaining  options
expire December 31, 2006.

     On  August  10,  2001  the  Company  sold a total of  100,000  Units to two
accredited  investors for $25,000 in cash.  Each Unit  consisted of one share of
restricted  common  stock and one  warrant to purchase  an  additional  share of
restricted common stock for $0.50 per share on or before December 31, 2006.

     On October 15, 2001,  the Company  issued  260,000 shares of its restricted
common stock to a consultant as payment for services.

     During  March of 2002 the Company sold  900,000  Units to three  accredited
investors  for  $225,000  in  cash.  Each  Unit  consisted  of one  share of the
Company's  restricted  common  stock and one warrant to  purchase an  additional
share of  restricted  common stock at $0.50 per share on or before  December 31,
2006.

                                       12
<PAGE>

     On May 15, 2002, the Company  granted  options to purchase up to a total of
350,000  shares of  restricted  common  stock  pursuant  to  written  consulting
agreements.  The options  were  exercisable  at $0.30 per share on or before the
expiration of one year from the date of the agreement.  The Company recorded
compensation cost of $103,250.

     Effective May 17, 2002, the Company issued 120,000 shares of its restricted
common stock to Sterling International in settlement of $60,000 owed pursuant to
a July 27, 2001 consulting agreement. In connection with the settlement, 937,500
options granted to them in 2001 were forfeited.

     In May and June of 2002,  the Company sold 348,000 Units to two  accredited
investors  for $87,000 in cash.  Each Unit  consisted of one share of restricted
common stock and a warrant to purchase an additional share of restricted  common
stock for $0.50 per share on or before December 31, 2006.

     On June 24,  2002,  the Company  issued  300,000  shares of its  restricted
common stock to Crescent Fund, Inc. pursuant to a consulting  services agreement
valued at $162,000.

     The  Company  issued  150,000  shares of its  restricted  common  stock and
warrants to purchase up to 250,000 shares of its  restricted  common stock at an
exercise  price of $0.50 per share on or before August 26, 2007 to First Montauk
Securities,  Inc. pursuant to an investment  advisory  services  agreement dated
August 26, 2002. The shares issued were valued at $60,000 and compensation  cost
of $112,500 was recorded in connection with the warrants granted.

     Effective  October 21, 2002,  the Company  issued  2,800,000  shares of its
restricted  common  stock  pursuant to investor  relations  services  agreements
valued at $1,064,000.

     On October 18,  2002,  the Company sold  200,000  shares of its  restricted
common stock to an accredited investor for $30,000 in cash.

     On October 24,  2002,  the Company  sold  500,000  Units to one  accredited
investor for $125,000 in cash.  Each Unit  consisted of one share of  restricted
common stock and a warrant to purchase an additional share of restricted  common
stock for $0.50 per share on or before December 31, 2006.

     On November 6, 2002, the Company granted warrants to purchase up to 50,000
shares of its restricted common stock at an exercise price of $0.38 per share on
or before November 5, 2005 pursuant to an investment advisory agreement.  The
Company recorded compensation cost of $17,000 in connection with the grant.

     On November 12, 2002, the Company issued 2,500,000 shares of its restricted
common  stock  pursuant to an investor  relations  service  agreement  valued at
$525,000.

     On November 13, 2002, the Company sold  1,875,000  shares of its restricted
common  stock and a warrant  to  purchase  up to  937,500  additional  shares of
restricted  common  stock at $0.42 per share on or before  November  12, 2007 to
an accredited investor. The Company received $375,000 in cash. Pursuant to the
Company's investment advisory agreements, the Company issued warrants to
purchase up to 187,500 shares of restricted common stock at an exercise price
of $0.42 per share on or before November 12, 2007, and issued 75,000 shares of
restricted common valued at $15,000. The Company recorded compensation cost of
$56,250 in connection with the warrants.

     On December 20, 2002,  the Company  sold 296,600  shares of its  restricted
common stock to 14 foreign investors for $41,524 in cash.


                                       13
<PAGE>

     Subsequent to December 31, 2002, the Company had sales of  unregistered
securities as follows:

     On January 6, 2003, the Company issued 875,000 shares of restricted  common
stock  valued  at  $70,000  as  payment  of legal  services;  500,000  shares of
restricted  common stock valued at $40,000 to a  consultant  for website  design
services;  300,000  shares of  restricted  common  stock  valued at  $24,000  as
consideration  for entering into a lease for office space; and 300,000 shares of
restricted  common stock in exchange for 400,000 shares of Emergency  Filtration
Products, Inc. restricted common stock valued at $71,400.

     On January 15, 2003,  the Company  issued  1,750,000  shares of  restricted
common stock valued at $122,500 pursuant to an amended consulting agreement with
Madison and Wall;  1,400,000 shares of restricted common stock valued at $98,000
pursuant to an amended consulting agreement with Andreas Cyppek;  300,000 shares
of restricted common stock valued at $21,000 as payment for financial accounting
services  provided by an  individual;  31,250 shares of restricted  common stock
valued at $5,000  pursuant to a web site  maintenance  contract;  and  3,471,150
shares  of its  restricted  common  stock  as  payment  in full of  $204,900  of
outstanding principal and interest due to related parties.

     On February 5, 2003,  the Company  sold  176,800  shares of its  restricted
common stock to foreign investors for $7,514 in cash.

     On March 21, 2003,  the Company  sold  2,500,000  shares of its  restricted
common stock to a foreign investor for $0.03 per share.

     On  March  24,  2003,  the  Company  granted  to its  officer  and  certain
consultants  options to purchase up to 5,000,000  shares and 11,000,000  shares,
respectively,  of the  Company's  common  stock at $0.05  per share on or before
March 24, 2013.  The options are subject to certain  restrictions.  The exercise
price was equal to the closing market price of the Company's common stock on the
date of grant.  The Company recorded $442,200 of compensation cost pursuant to
the option grant.

     On March 24, 2003 the Company  granted  options to purchase up to 6,000,000
shares of common stock at $0.001 per share on or before December 30, 2003 to the
Company's legal counsel for legal services through December 31, 2003.
The Company recorded $294,400 of compensation cost pursuant to the option grant.

     On March 24,  2003,  the Company  sold  100,000  shares of its  convertible
preferred stock for $50,000 in cash to an accredited investor.

     On April 1, 2003, the Company issued 2,000,000 shares of restricted  common
stock to a consultant pursuant to a written agreement.  The services were
valued at $100,000.


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

(a)   Plan of Operation

          The Company's  cash  resources are not  sufficient for the next twelve
     months. We will need to complete additional financing  initiatives in early
     2003 to generate the liquidity necessary to continue our operations. Due to
     current  economic  conditions,  we may  not be able  to  secure  additional
     financing on acceptable terms, if at all. See "RISK FACTORS".

          The Company has engaged HD Brous & Co.,  Inc., a NYSE  member,  as the
     Company's  managing  underwriter  to  raise  up to $20  million  on a "best
     efforts"  basis. HD Brous  specializes in emerging growth  companies in the
     technology  sectors.  During the next twelve  months the Company must raise
     approximately  $3 million (1) to continue the prototype  development at Los
     Alamos  pursuant  to the  development  agreement,  (2) to  engage a private
     engineering  firm to develop a commercial  version of the planned  product,
     and (3) to cover operating expenses. 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  single
     molecule detection technology will be commercially viable. Any funding that
     the Company receives may dilute its then existing  shareholders.  See "RISK
     FACTORS".

          During the next twelve  months we do not expect to purchase  any plant
     or equipment,  however,  we may  experience a  significant  increase in the
     number of employees, depending on how much funding the Company receives, if
     any.

Item 7. Financial Statements

     See Part F/S

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

     None


                                       14
<PAGE>


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act

(a)  Identify Directors and Executive Officers

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

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

     The Company has entered into an  agreement  with Jack  Luchese,  age 54, to
become Chief Executive Officer and Director of the Company, once the Company has
raised  at least  $2.0  million.  Mr.  Luchese  has more than 13 years of public
company experience as a CEO, most recently with CytRx Corporation (NASDAQ: CYTR)
from 1989 to 2002.  He was  initially  recruited  by the  Board of CytRx  into a
high-risk  position to rescue the Company from insolvency.  Mr. Luchese was able
to quickly raise capital and  streamline the  organization.  Within 13 months he
secured and  executed a  significant  licensing  &  development  agreement  with
Glaxo-Wellcome  that  established  the  foundation  to  finance  and  expand the
business of CytRx. He later secured  technology  partnerships  with Merck & Co.,
American  Home  Corporation,  VetLife  and Vical.  Prior to CytRX,  he served in
various executive staff and line capacities with Johnson and Johnson,  the Rorer
Group,  Inc.,  and was  the VP and  General  Manager  of  Armour  Pharmaceutical
Company, an international biologicals manufacturer.  Mr. Luchese is currently on
the  Board  of  Directors  of  Angiogene,   Inc.,  a  medical   device   company
headquartered  in  Montreal,  Canada where he also serves as the Chairman of its
Audit Committee.

     The Company  intends for Dr.  Coughlin to become  technical  advisor to the
Company if and when Mr. Luchese becomes CEO and Director of the Company.

(b) Significant Employees

     None.

(c) Family Relationships

     None.

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

     None.





                                       15
<PAGE>



Item 10. Executive Compensation

                           SUMMARY COMPENSATION TABLE
<TABLE>
                                                                     Long Term Compensation
                                                                ----------------------------------
                                   Annual Compensation                  Awards           Payouts
                           ------------------------------------ ------------------------ ---------
                                                    Other                                          All
    Name and                                        Annual      Restricted  Securities             Other
   Principal                                        Compen-     Stock       Underlying   LTIP      Compen-
    Position       Year      Salary       Bonus     sation      Awards      Options/SARs Payouts   sation
----------------- -------- ------------ ----------- ----------- ----------- ------------ --------- ----------
<S>               <C>      <C>          <C>         <C>         <C>         <C>          <C>       <C>
Thomas        R.
Coughlin,   Jr.,   2002    $100,000(3)     $-0-        $-0-        $-0-        $-0-        $-0-      $-0-
CEO(1)

----------------- -------- ------------ ----------- ----------- ----------- ------------ --------- ----------

Gifford M.
Mabie, CEO(2)      2002    $100,000(3)     $-0-        $-0-        $-0-        $-0-        $-0-      $-0-

                   2001    $100,000(3)  $50,000(4)     $-0-        $-0-         -0-        $-0-      $-0-
</TABLE>

(1)  Mr. Mabie was the  Company's  CEO during all of 2001 and during  January of
     2002

(2)  Dr. Coughlin became the Company's CEO on February 1, 2002.

(3)  Accrued but never paid. Dr. Coughlin and Mr. Mabie,  as of December
     31, 2002, released the Company from its obligation to pay accrued salary.

(4)  Paid in the form of 500,000 shares of Centrex, Inc. common stock.

                     Options/SAR Grants in Last Fiscal Year
                     --------------------------------------
     There were no option or stock  appreciation  right grants to Dr. Coughlin
during the year ended December 31, 2002.


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

     As of April 14, 2003,  the Company was not aware of any person,  other than
its CEO, that was the beneficial  owner of more than 5% of the Company's  common
stock.  The  following  table shows the  beneficial  ownership of the  Company's
officer and director.  Except as otherwise  indicated,  all information is as of
April 14, 2003 and ownership consists of sole voting and investment power.

<TABLE>
                                                       Relationship        Common           Percentage of
Name and Address                                       To Company          Shares Owned     Outstanding
                                                                                            Shares
------------------------------------------------------ ------------------- ---------------- ---------------
<S>                                                    <C>                 <C>              <C>
Thomas R. Coughlin, Jr.
9202 South Toledo Avenue                               CEO and Director    5,079,000 (1)    9.45%
Tulsa, OK 74137
</TABLE>

(1)  Includes  options to purchase up to 5,000,000 shares of common stock at an
exercise price of $0.05 per share on or before March 24, 2013.


                                       16

<PAGE>

Item 12. Certain Relationships and Related Transactions

(a)   Describe Related Party Transactions

         Refer to Note 7 of the Financial Statements for the year ended December
31, 2002, included in Part F/S.


Item 13. Exhibits and Reports on Form 8-K

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

Reports on Form 8-K:
         The Company had no Form 8-K filings during the fourth quarter of 2002.

ITEM 14. CONTROLS AND PROCEDURES

     (a)Within the 90 days prior to the date of this report, the Company's Chief
Executive  Officer and principal  financial officer carried out an evaluation of
the  effectiveness  of the  design and  operation  of the  Company's  disclosure
controls and  procedures  pursuant to Exchange Act Rules  13a-14.  Based on that
evaluation,   the  Chief  Executive  Officer  and  principal  financial  officer
concluded that the Company's disclosure controls and procedures are effective in
timely  alerting  them to material  information  related to the Company  that is
required to be included in the Company's periodic SEC filings.

     (b)Subsequent to the date of this evaluation, there have been no changes in
the Company's  internal  controls or in other  factors that could  significantly
affect these  controls,  and no discoveries of any  significant  deficiencies or
material  weaknesses  in such  controls  that would  require the Company to take
corrective action.

                                       17
<PAGE>



Part F/S


                          INDEX TO FINANCIAL STATEMENTS

Audited Financial Statements

Independent Auditors' Report..........................................      19

Balance Sheet At December 31, 2002....................................      20

Statements Of Operations From Inception (October 6, 1998)
Through December 31, 2002 And For The Years Ended
December 31, 2002 and 2001...........................................       21

Statements Of Cash Flows From Inception (October 6, 1998)
Through December 31, 2002 And For The Years Ended
December 31, 2002 and 2001............................................      22

Statements Of Shareholders' Equity From Inception
(October 6, 1998) Through December 31, 2002...........................      23

Notes To Financial Statements From Inception
(October 6, 1998) Through December 31, 2002 And For
The Years Ended December 31, 2002 and 2001............................      24



                                       18


<PAGE>
INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying  balance sheet of Centrex,  Inc., a Development
Stage  Company,  as  of  December  31,  2002,  and  the  related  statements  of
operations, cash flows and shareholders' equity for the years ended December 31,
2002 and 2001, and for the period from  inception  (October 6, 1998) to December
31, 2002.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial  position of Centrex,  Inc. as of December
31,  2002,  and the results of its  operations  and its cash flows for the years
ended December 31, 2002 and 2001, and for the period from inception  (October 6,
1998) to December 31, 2002, in conformity with accounting  principles  generally
accepted in the United States of America.

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


TULLIUS TAYLOR SARTAIN & SARTAIN LLP

Tulsa, Oklahoma
March 19, 2003




                                       19
<PAGE>
                                 Centrex, Inc.
                         (A Development Stage Company)

                                 Balance Sheet
                               December 31, 2002


                                     ASSETS



Current Assets
Cash                                                                  $ 60,021
Prepaid Consulting Fees                                                828,465
Prepaid Legal Fees                                                      32,970
                                                                   -----------
Total Current Assets                                                   921,456
                                                                   -----------
Other Assets
Licensed Technology, net                                                 5,525
Other Assets                                                           107,136
                                                                   -----------
Total Other Assets                                                     112,661
                                                                   -----------
TOTAL ASSETS                                                       $ 1,034,117
                                                                   ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Accounts Payable                                                      $ 22,678
Rent and Other Expenses Payable                                          8,747
Note Payables to Related Parties                                       113,006
Accrued Interest on Note Payables to Related Parties                   124,631
                                                                   -----------
Total Current Liabilities                                              269,062
                                                                   -----------
Shareholders' Equity
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,
25,824,600 shares issued and outstanding 25,825 Paid in Capital 5,273,774
Deficit accumulated during the development stage (4,534,544)
                                                                   -----------
Total Shareholders' Equity                                             765,055
                                                                   -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                         $ 1,034,117
                                                                   ===========


The accompanying notes are an integral part of the financial statements



                                       20
<PAGE>
<TABLE>
<CAPTION>

                                  Centrex, Inc.
                          (A Development Stage Company)

                            Statements of Operations
         From Inception (October 6, 1998) Through December 31, 2002, and
                 For The Years Ended December 31, 2002 and 2001


<S>                                                    <C>                   <C>                   <C>
                                                         From inception
                                                       (October 6, 1998)                   Year Ended
                                                                through      ---------------------------------------
                                                      December 31, 2002      December 31, 2002     December 31, 2001
                                                      -----------------      -----------------     -----------------

Gain on early extinguishment of debt                           $ 88,591               $ 88,591                   $ -

Expenses
Research and development                                        352,971                (65,799)               47,559
Noncash consulting expenses                                   2,003,510              1,641,535               361,975
Services contributed by employees                                40,125                      -                     -
Accrued Salaries                                                800,000                400,000               400,000
Compensation cost for options granted                           579,000                554,000               (52,000)
General and administrative                                      692,771                476,527               120,488
                                                      -----------------      -----------------     -----------------
   Total operating expenses                                   4,468,377              3,006,263               878,022
                                                      -----------------      -----------------     -----------------
Operating loss                                               (4,379,786)            (2,917,672)             (878,022)

Interest expense                                                154,758                 42,057                54,814
                                                      -----------------      -----------------     -----------------
Net loss                                                   $ (4,534,544)          $ (2,959,729)           $ (932,836)
                                                      =================      =================     =================
Weighted average shares outstanding                          10,565,205             18,123,677            10,347,890
                                                      -----------------      -----------------     -----------------
Loss per share                                                  $ (0.43)               $ (0.16)              $ (0.09)
                                                      -----------------      -----------------     -----------------

</TABLE>

The accompanying notes are an integral part of the financial statements



                                       21
<PAGE>


<TABLE>
<CAPTION>

                                  Centrex, Inc.
                          (A Development Stage Company)

                            Statements of Cash Flows
         From Inception (October 6, 1998) Through December 31, 2002, and
                 For The Years Ended December 31, 2002 and 2001


<S>                                                             <C>                 <C>                 <C>
                                                                  From inception
                                                                (October 6, 1998)
                                                                         through     Year Ended
                                                               December 31, 2002   December 31, 2002    December 31, 2001
                                                               -----------------   -----------------    -----------------
Operating Activities
Net Loss                                                            $ (4,534,544)       $ (2,959,729)          $ (932,836)
Plus Non-Cash Charges to Earnings:
Amortization Expense                                                     412,538               1,248               39,547
Accrued Salaries                                                         800,000             400,000              400,000
Value of services contributed by employees                                40,125
Services Contributed by Employees and Consultants                        567,200             567,200                    -
Common Stock Issued for Services                                       1,436,310           1,074,335              361,975
Compensation Cost for Non-Employee Options                               579,000             554,000              (52,000)
Adjustment of LANL Development                                          (130,500)           (130,500)                   -
Gain on early extinguishment of debt                                     (88,591)            (88,591)                   -
Change in Working Capital Accounts:
Prepaid Expenses                                                         (32,970)            (32,970)                   -
Deposit- LANL Development Agreement                                     (106,710)           (106,710)                   -
Accounts Payable                                                          22,678               3,373               11,149
Interest Payable                                                         148,139              37,051               53,201
Payable to Sterling Capital                                                    -             (50,000)              50,000
Rent and Other Expenses Payable to Related Parties                         8,747              (6,088)               7,480
                                                               -----------------   -----------------    -----------------
Net cash used in operating activities                                   (878,578)           (737,381)             (61,484)
                                                               -----------------   -----------------    -----------------

Financing Activities
Sale of Common Stock for Cash to Third Parties                           994,984             913,524               75,000
Payment of common stock subscribed                                        50,000              50,000                    -
Loans from Related Parties                                               403,848              27,000                8,715
Repayment of Loans from Related Parties                                  (73,233)            (47,900)             (17,000)
Repayment of Shareholder Loans                                          (150,500)           (150,500)                   -
                                                               -----------------   -----------------    -----------------
Net cash provided by financing activities                              1,225,099             792,124               66,715
                                                               -----------------   -----------------    -----------------
Investing Activities
Purchase of Licensed Technology                                           (7,000)                  -                    -
Purchase of  Sponsored Research                                         (279,500)                  -                    -
                                                               -----------------   -----------------    -----------------
Net cash used in investing opportunities                                (286,500)                  -                    -
                                                               -----------------   -----------------    -----------------
Change in Cash                                                            60,021              54,743                5,231

Cash at Beginning of Period                                                    -               5,278                   47
                                                               -----------------   -----------------    -----------------
Cash at End of Period                                                   $ 60,021            $ 60,021              $ 5,278
                                                               =================   =================    =================
Supplemental Disclosure of Cash flow Information
Cash Paid for Interest                                                   $ 1,582                 $ -              $ 1,582
                                                               -----------------   -----------------    -----------------

Non-cash investing and financing activities
Common stock issued as payment of loans to related parties                 2,025                   -                2,025
Gain recognized upon settlement of note payable                           88,591              88,591
                                                               -----------------   -----------------    -----------------


</TABLE>

The accompanying notes are an integral part of the financial statements



                                       22
<PAGE>


<TABLE>
<CAPTION>


                                  Centrex, Inc.
                          (A Development Stage Company)

                       Statements of Shareholders' Equity
           From Inception (October 6, 1998) through December 31, 2002

<S>                                                <C>          <C>       <C>    <C>        <C>     <C>             <C>
                                                                                                        Deficit
                                                                                                    Accumulated
                                                                                   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
Common Stock Issued for Cash to Third-Party               -    360,000      360         -         -           -        360
Common Stock Issued for E.Coli Merger                     -    540,000      540         -         -           -        540
Common Stock Issued for Safe Water Merger                 -    950,000      950         -         -           -        950
Contribution of Services by Employees                     -          -        -         -    22,400           -     22,400
Net Loss Accumulated through December 31, 1999            -          -        -         -         -    (246,213)  (246,213)
                                                   ------------------------------------------------------------------------

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

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

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

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

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


</TABLE>

The accompanying notes are an integral part of the financial statements




                                       23
<PAGE>

                                  Centrex, Inc.
                          (A Development Stage Company)

                          Notes to Financial Statements
         From Inception (October 6, 1998) Through December 31, 2002 and
                 For the Years Ended December 31, 2002 and 2001

Note 1--Organization and Summary of Significant Accounting Policies

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

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

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

Compensation of Officers and Employees
Prior to April 1, 2001, the Company's officer, employees and certain consultants
served without pay or other non-equity compensation. The fair value of these
services was estimated by management and recorded as an expense with an
offsetting entry to paid in capital. As a result, from inception to April 1,
2001, the Company recorded $375,125 for these services. Effective April 1, 2001,
the Company began accruing compensation pursuant to employment agreements. On
December 31, 2002, the Company's officer and employees agreed to and executed
documents releasing the Company from its $800,000 accumulated salary obligation
up to that date under their existing employment agreements. On March 24, 2003,
certain employment agreements ended (except for the indemnification provisions)
and consulting agreements that expire December 31, 2003 were entered into by the
Company and the former employees.

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 ("EITF") 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.




                                       24
<PAGE>


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

In June 2001, the FASB issued SFAS No. 142, "Goodwill And Other Intangible
Assets", and SFAS No. 143, "Accounting For Asset Retirement Obligations". SFAS
No. 142 supersedes APB Opinion No. 17, "Intangible Assets", and primarily
addresses accounting for goodwill and intangible assets subsequent to
acquisition. Under SFAS No. 142, goodwill and separately identified intangible
assets with indefinite lives will no longer be amortized but reviewed annually
(or more frequently if impairment indicators arise) for impairment. Separately
identified intangible assets not deemed to have indefinite lives will continue
to be amortized over their useful lives. SFAS No. 142 applies to all goodwill
and intangible assets acquired after June 30, 2001. For goodwill and intangible
assets acquired prior to July 1, 2001, the Company is required to adopt SFAS No.
142 effective January 1, 2002. The Company adopted SFAS No. 142 on January 1,
2002, and after an evaluation of its effects determined that its intangible
assets did have definite lives and therefore would continue to be amortized over
their original lives (see Notes 4 and 5).

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, amendment of FASB Statement No. 13, and Technical Corrections".
SFAS No. 145 rescinds SFAS No. 4, which required all gains and losses from
extinguishment of debt to be aggregated and, if material, classified as an
extraordinary item. As a result, the criteria in APB Opinion No. 30 will now be
used to classify those gains and losses. SFAS No. 64 amended SFAS No. 4, and is
no longer necessary because SFAS No. 4 has been rescinded. SFAS No. 44 was
issued to establish accounting requirements for the effects of transition to the
provisions of the Motor Carrier Act of 1980. Because the transition has been
completed, SFAS No. 44 is no longer necessary. SFAS No. 145 amends SFAS No. 13
to require that certain lease modifications that have economic effects similar
to sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. SFAS No. 145 also makes technical corrections to
other existing pronouncements. The provisions of SFAS No. 145 are generally
applicable for fiscal years beginning or transactions occurring after May 15,
2002. Centrex, Inc. adopted SFAS No. 145 early in accordance with the transition
rules.

In June 2002, the FASB voted in favor of issuing SFAS No. 146, "Accounting for
Exit or Disposal Activities". SFAS No. 146 addresses significant issues
regarding the recognition, measurement, and reporting of costs that are
associated with exit and disposal activities, including restructuring activities
that are currently accounted for pursuant to the guidance that the EITF has set
forth in EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)". The scope of SFAS No. 146 also includes (1)
costs related to terminating a contract that is not a capital lease and (2)
termination benefits that employees who are involuntarily terminated receive
under the terms of a one-time benefit arrangement that is not an ongoing benefit
arrangement or an individual deferred-compensation contract. The Company will be
required to adopt SFAS No, 146 for exit or disposal activities initiated after
December 31, 2002. The Company does not expect a material impact from the
adoption of SFAS No. 146 on its financial statements.

Note 2--Uncertainties

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company is in the early stages of
development and has no sources of revenue to fund the development of its planned
product and to pay operating expenses, resulting in a cumulative net loss of
$4,440,077 for the period from inception (October 6, 1998) to December 31, 2002,
and a net loss of $2,865,262 and $932,836 for the years ended December 31, 2002
and 2001, respectively. The ability of the Company to continue as a going
concern during the next year depends on the successful completion of the
Company's capital raising efforts to fund the development of its planned
products. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.



                                       25
<PAGE>


The Company's cash resources are not sufficient for the next twelve months. We
will need to complete additional financing initiatives in early 2003 to generate
the liquidity necessary to continue our operations. Due to current economic
conditions, we may not be able to secure additional financing on acceptable
terms, it at all.

Note 3--Other Assets and Licensed Technology, Net

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

Note 4--Commitments and Contingencies

Exclusive License Agreements with University of California
On February 25, 2002, the Company and the University of California entered into
a modified license agreement, whereby the Company was granted exclusive rights
to the DNA-based single-molecule detection technology for all fields of use. The
Company paid a modification fee of $15,000, which was recorded as an expense,
and agreed to pay $10,000 within thirty (30) days of issuance of a patent.

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

Patent Applications related to single molecule detection method
The DNA-based single molecule detection method is patent-pending. The method is
owned by the University of California, and in December of 1999, they filed a
U.S. patent application. An initial ruling by the U.S. Patent & Trademark Office
rejected the claims in the patent application. The University of California
filed an appeal on August 22, 2002. The appeals process is lengthy, and there is
no assurance that the appeal will be successful or that a U.S. patent will be
issued. The University of California has filed patent applications in Canada,
Europe, and Japan. No patents have been issued, and there is no assurance that
any will be issued.

Exclusive License Agreement with University of South Florida for Cryptosporidium
Detection Technology On September 20, 2002, the Company's license to the
Cryptosporidium technology was terminated by the Licensor. As such, the Company
wrote off the remaining unamortized portion of the technology asset, which was
$778. The Cryptosporidium detection technology was not material to the Company's
business plan.

Payable to University of California pursuant to revised development agreement
The revised development agreement with the University of California obligates
the Company to pay $640,226, of which $142,280 was paid upon execution of the
agreement. The balance is payable in monthly installments of $35,570. According
to the terms of the Modified License, the University of California may have the
right to terminate the license if the Company is unable to pay the monthly
development fees pursuant to the revised development agreement. The revised
development agreement eliminated $130,500 owed pursuant to a previous
development agreement. This amount has been credited to research and development
expense in the statement of operations.

Termination of Agreement with Tequesta Capital
During the first quarter of 2002 the Company entered into an agreement with
Tequesta Capital to provide certain investor relations services. In connection
with the agreement, 66,000 shares of Company common stock valued at $29,700 were
paid by a third party and the Company paid $40,000 in cash. The Company recorded
the value of the 66,000 shares as additional paid in capital. The Agreement also
obligated the Company to issue shares of its common stock to Tequesta. On
October 28, 2002, the Company terminated the Tequesta agreement.



                                       26
<PAGE>


Termination of Agreement with Dutchess Advisors, Ltd.
On June 5, 2002, the Company entered into a non-exclusive agreement with
Dutchess Investments to assist the Company with a private placement of Centrex's
common stock. On October 22, 2002, the Company terminated the agreement.

Agreement with RFG
On October 15, 2002, the Company entered into an agreement with Remington
Financial Group, Inc. (RFG). to locate possible funding opportunities for the
Company. For these services, Centrex paid $5,000 to RFG. Pursuant to the
agreement, if RFG is successful in finalizing a loan for Centrex, Inc., then RFG
shall receive an origination fee in an amount equal to 2.0% - 2.5% of the gross
amount of the loan. To date, RFG has not been successful in locating possible
funding for the Company.

Agreement with Crescent Fund, Inc.
On June 24, 2002, the Company entered into an agreement for a six month period
with Crescent Fund, Inc. to provide institutional investor relations services
and to assist the Company in its efforts to secure funding. For a period of 3
years after the agreement expires, the Company is obligated to pay Crescent a
fee equal to 7% of the amount of any transaction completed by the Company with
any entity first introduced to us by Crescent .

Agreement with Montauk Financial Group
On August 26, 2002, the Company entered into a one year agreement with Montauk
Financial Group. Pursuant to this agreement, Montauk Financial Group will
provide investment banking and other advisory services related to business and
operations, and merger and acquisition candidates. Pursuant to the Agreement,
the Company paid Montauk $10,000 as a retainer, 150,000 shares of the Company's
restricted common stock and a warrant to purchase up to 250,000 shares of
Centrex, Inc. common stock at a price of $0.50 per share on or before August 26,
2007. If Montauk Financial Group facilitates a merger, acquisition or sale
transaction for Centrex, Inc., Montauk will be compensated in accordance with
the following schedule; 5% of the first $2 Million; 4% of the following $2
Million; 3% of the following $2 Million; 2% of the following $2 Million, and 1%
of the balance of the value of the transaction. For any other transactions
facilitated by Montauk the Company will pay (i) a cash transaction fee in the
amount of 10% of the amount raised, (ii) a 3% non-accountable expense allowance
and (iii) placement agent warrants at an exercise price no more favorable as
given to the investors in a transaction, equal to 10% of the ownership given to
any equity raised. If the Company receives any additional capital within
thirty-six months from the closing of any financing from a source introduced by
Montauk or its affiliates, the Company will pay to Montauk a cash fee of 10% of
the amount raised at the closing of any such financing.

Note 5--Common Stock and Paid in Capital

During March, 2002, the Company sold 900,000 Units to three accredited investors
for $225,000 in cash. Each Unit consisted of one share of Company common stock
and one warrant to purchase an additional share of common stock at $0.50 per
share on or before December 31, 2006. The Unit price of $0.25 per Unit was
calculated using 50% of the closing price of the Company's stock on the date of
the transaction, due to the restrictive nature of the equity purchased.

On May 15, 2002, options to purchase up to a total of 350,000 shares of common
stock exercisable at $0.30 per share on or before May 14, 2003 were granted
pursuant to written consulting agreements. See Note 6 "Stock Options" for more
information about the compensation cost related to the option grant.

Effective May 17, 2002, the Company issued 120,000 shares of its common stock
pursuant to a mutual release and settlement agreement with Sterling
International, Inc. in satisfaction of $60,000 owed to them under the terms of a
July 27, 2001 consulting agreement. In addition, Sterling forfeited all but
375,000 options granted pursuant to the July 27, 2001 agreement. See Note 6
"Stock Options" for more information about the accounting treatment for the
options.

During May and June of 2002, the Company sold 348,000 Units to two accredited
investors for $87,000 in cash. Each Unit consisted of one share of common stock
and one common stock purchase warrant exercisable at $0.50 on or before December
31, 2006. The Unit price of $0.25 per Unit was calculated using on 50% of the
closing price of the Company's stock on the date of the transaction, due to the
restrictive nature of the equity purchased.



                                       27
<PAGE>


On June 24, 2002, the Company entered into an agreement with Crescent Fund, Inc.
to provide institutional investor relations services and to assist the Company
in its efforts to secure funding. The Company issued 300,000 shares of its
common stock in connection with the agreement. The Company recorded $162,000 as
a prepaid expense based on $0.54 per share, the closing price of the Company's
common stock on the date of the agreement, and amortized $27,000 each month over
the six month term of the agreement. As of December 31, 2002, the agreement was
fully amortized.

On July 16, 2002, the Company issued 100,000 shares of its common stock pursuant
to the exercise of stock options. The Company received $30,000 from the stock
option exercise.

The Company issued 150,000 shares of its common stock and warrants to purchase
up to 250,000 shares of Centrex common stock at $0.50 per share on or before
August 26, 2007 to Montauk Financial Group pursuant to an investment banking
agreement effective August 26, 2002 (see Note 4). The shares issued were valued
at $60,000, based on the closing price of the Company's common stock on the date
of the agreement. The Company recorded compensation cost of $112,500 in
connection with the warrants based on a Black-Scholes calculation described in
Note 6 "Stock Options".

The Company issued 500,000 shares of common stock to Dean Guise and 2,300,000
shares of common stock to Andreas Cyppek pursuant to consulting agreements
executed on October 1, 2002. The shares were valued at $0.38 per share, based on
the closing price of the Company's common stock on the date of the agreements.

On October 18, 2002, the Company issued 200,000 shares of common stock to an
accredited investor for $30,000 in cash. The shares were valued at $0.15 per
share which was approximately 40% of the closing price of the Company's common
stock on the date of purchase due to the restrictive nature of the common stock
purchased..

On October 24, 2002, the Company sold 500,000 Units to one accredited investor
for $125,000 in cash. Each Unit consisted of one share of Company common stock
and one warrant to purchase an additional share of common stock at $0.50 per
share on or before December 31, 2006. The Unit price of $0.25 per Unit was
calculated using 60% of the closing price of the Company's stock on the date of
the transaction, due to the restrictive nature of the equity purchased.

The Company granted warrants to purchase up to 50,000 shares of common stock at
$0.38 per share on or before November 5, 2005 pursuant to Kimball &Cross
pursuant to an investment advisory agreement dated November 6, 2002 . The
exercise price was equal to the closing price of the Company's common stock on
the date of the agreement. The Company recorded compensation cost of $17,000
based on a Black-Scholes calculation described in Note 6 "Stock Options".

On November 12, 2002, the Company reserved 2,000,000 shares for and issued
500,000 shares to Madison and Wall, Inc. pursuant to an investor relations
service agreement signed on that same day. The shares were valued at $0.21 per
share, which approximately 60% of the closing market price of the Company's
common stock on the date of the agreement, due to the restrictive nature of the
common stock issued. The 2,000,000 reserved shares will be released to Madison
and Wall at the sole discretion of the Company. At December 31, 2002, none of
the remaining 2,000,000 shares had been issued.

On November 13, 2002, the Company sold 1,875,000 shares of the Company's common
stock and a warrant to purchase up to 975,000 shares of Company common stock at
a price of $0.42 per share on or before November 12, 2007, to an accredited
investor for $375,000 in cash. The purchase price of $0.20 per share was
approximately 50% of the closing market price of the Company's common stock on
the date of the transaction, due to the restrictive nature of the equity
purchased. The net proceeds to the Company, after fees and expenses from the
transaction, were $316,250. Pursuant to the Company's agreement with Montauk
Financial Group, its financial advisor in this transaction, the Company issued
Montauk warrants to purchase up to 187,500 shares of Company common stock on or
before November 12, 2007, at an exercise price of $0.42 per share. The company
recorded compensation cost of $56,250 based on a Black-Scholes calculation
described in Note 6 "Stock Options". Pursuant to the Company's agreement with
Crescent Fund, the Company issued Crescent 75,000 shares of common stock valued
at $0.20 per share.



                                       28
<PAGE>


On December 20, 2002, the Company sold 296,600 shares to foreign investors for
$41,524 in cash. The price of the stock was based on the closing price of the
Company's common stock on the date of sale less a 50% discount due to the
restrictive nature of the stock.

Note 6--Stock Options

Incentive Stock Option Plan
The Company's Incentive Stock Option Plan has 5,000,000 shares reserved for
issuance. Stock options granted under the Plan expire ten years from the date of
grant. As of December 31, 2002, there were no options outstanding pursuant to
the Plan. Subsequent to year end, the Company granted 5,000,000 options to
consultants and employees.

Non-Employee Stock Options
As of December 31, 2002, the Company had outstanding approximately 2,462,500
options outstanding for non-employees as follows:

On November 1, 2000, as consideration for the termination of his employment
agreement, the Board granted Mr. James Puryear, the Company's former president,
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.

On July 27, 2001, Sterling International, Inc. ("Sterling") was granted options
to purchase up to 1,342,500 shares of Centrex common stock at par value $0.001
per share in connection with their consulting agreement. Effective May 17, 2002,
the Company entered into a settlement agreement with Sterling, whereby Sterling
forfeited 967,500 options and whereby 125,000 of the options were vested. The
Company recorded $80,000 of compensation cost related to the 125,000 options
that vested during the second quarter of 2002. Compensation cost of $26,800 was
calculated using the Black-Scholes option pricing model with the following
assumptions: exercise price of $0.001 per share; stock price of $0.64 per share
(the closing price of the Company's common stock on the grant date); risk-free
interest rate of 6.0%; expected dividend yield of 0.0%; expected life of 4.63
years; and estimated volatility of 185%. Sterling now has 375,000 options which
are exercisable on or before December 31, 2006, of which all were vested As of
December 31, 2002. Subsequent to year end, the 375,000 options were exercised.

On May 15, 2002, the Company granted certain consultants options to purchase up
to a total of 350,000 shares of common stock pursuant to written consulting
agreements. The options were exercisable at $0.30 per share on or before the
expiration of one year from the date of the agreement. The Company recorded
$12,906 of compensation cost and $90,344 in prepaid consulting expense related
to the options granted. Compensation cost was calculated using the Black-Scholes
option pricing model with the following assumptions: exercise price of $0.30 per
share; stock price of $0.46 per share (the closing price of the Company's common
stock on the grant date); risk-free interest rate of 6.0%; expected dividend
yield of 0.0%; expected life of 7.67 months; and estimated volatility of 185%.
On July 16, 2002, a consultant exercised options to purchase 100,000 shares of
the Company's common stock (see Note 5). Subsequent to year end, the exercise
price of the remaining 250,000 options was reduced to $0.05 per share and the
options were exercised.

On November 6, 2002, the Company granted International Media Solutions, Inc.
options to purchase up to a total of 1,000,000 shares of common stock pursuant
to a written consulting agreement. 500,000 of the options were exercisable at
$0.40 per share and expire on May 5, 2003 and the remaining 500,000 options were
exercisable at $0.60 per share and expire on November 5, 2003. The Company
recorded $85,000 of compensation costs related to the options exercisable at
$0.40 per share and $100,000 of compensation costs related to the options
exercisable at $0.60 per share. Compensation costs was calculated using the
Black-Scholes option pricing model with the following assumptions: exercise
price of $0.40 and $0.60, respectively; stock price of $0.385 per share (the
closing price of the Company's common stock on the grant date); risk-free
interest rate of 6.0%; expected dividend yield of 0.0%; expected life of 6
months and 1 year respectively; and estimated volatility of 164%. Subsequent to
year end, the International Media Solutions options were forfeited.




                                       29
<PAGE>


On October 31, 2002, the Company granted Kimball and Cross options to purchase
up to a total of 50,000 shares of common stock pursuant to a written consulting
agreement. The options were exercisable at $0.38 per share on or before October
31, 2005. The Company recorded $17,000 of compensation cost related to the
options granted. Compensation cost was calculated using the Black-Scholes option
pricing model with the following assumptions: exercise price of $0.38 per share;
stock price of $0.395 per share (the closing price of the Company's common stock
on the grant date); risk-free interest rate of 6.0%; expected dividend yield of
0.0%; expected life of 3 years; and estimated volatility of 164%. Subsequent to
year end, the Company reduced the exercise price to $0.05 per share and the
options were exercised.

On August 26, 2002, the Company granted Montauk Financial Group warrants to
purchase up to a total of 250,000 shares of common stock pursuant to a written
investment advisory agreement. The options were exercisable at $0.50 per share
on or before August 22, 2007. The Company recorded $112,500 of compensation cost
related to the warrants. Compensation costs was calculated using the
Black-Scholes option pricing model with the following assumption: exercise price
of $0.50 per share; stock price of $0.46 per share (the closing price of the
Company's common stock on the grant date); risk free interest rate of 6.0%;
expected dividend yield of 0.0%; expected life of 5 years; and estimated
volatility of 164%.

On November 13, 2002, the Company issued Montauk Financial Group, pursuant to
their agreement (see Note 4), warrants to purchase up to a total of 187,500
shares of common stock as a result of their efforts in obtaining financing for
the Company through the placement of 1,875,000 shares of Company common stock to
one accredited investor. The options are exercisable at $0.42 per share on or
before November 12, 2007. The Company recorded $56,250 of compensation costs
related to the warrants issued. Compensation costs was calculated using the
Black-Scholes option pricing model with the following assumption: exercise price
of $0.42 per share; stock price of $0.32 per share (the closing price of the
Company's common stock on the transaction date); risk free interest rate of
6.0%; expected dividend yield of 0.0%; expected life of 5 years; and estimated
volatility of 164%.

                                             Year Ended December 31, 2002
                                            ----------------------------------
                                                             Weighted Average
                                                    Shares     Exercise Price
                                            --------------- ------------------
    Non-Employees:
    Outstanding, December 31, 2001              1,692,500               $0.10
    Granted                                     1,837,500               $0.43
    Exercised                                   (100,000)               $0.30
    Forfeited                                   (967,500)              $0.001
                                            ---------------
    Outstanding, December 31, 2002              2,462,500               $0.40
                                            ---------------
    Exercisable, December 31, 2002              2,462,500               $0.40
                                            ---------------
    Weighted average fair value
    of options granted during period                $0.21
                                            ---------------

The following table summarizes information about stock options outstanding at
December 31, 2002:

<TABLE>
<CAPTION>

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

                                         Options Outstanding                             Options Exercisable
                        ------------------------------------------------------- --------------------------------------
                        Number           Weighted Average
Range of                Outstanding      Remaining           Weighted  Average  Number Exercisable  Weighted  Average
Exercise Prices         at 12/31/02      Contractual Life    Exercise Price     at 12/31/02         Exercise Price
----------------------- ---------------- ------------------- ------------------ ------------------- ------------------

$0.001-$0.50            2,462,500        2.86 Years          $0.40              2,462,500           $0.40

</TABLE>




                                       30
<PAGE>



Note 7- Related Party Transactions

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

As of December 31, 2002, the Company has written off $30,600 related to
receivables due from two other companies. This decision was based on Centrex's
uncertainty as to the other companies' ability to repay their obligations.

During the first quarter of 2002, the Company entered into a mutual settlement
agreement with one of the noteholders, which released the Company from its
obligation to them. The principal amount of the note was $65,083 and accrued
interest was $23,508. The Company recorded $88,591 as gain on early
extinguishment of debt in accordance with SFAS No. 145 (see Note 1, New
Accounting Standards).

On June 21, 2002, a motion for summary judgment was granted to Quasar
Irrevocable Trust for $20,833 in principal, $10,725 in interest, and $2,099 in
attorney's fees related to their petition filed November 19, 2001, demanding
payment for outstanding loans due from Centrex. On September 16, 2002, Quasar
Irrevocable Trust presented an order of garnishment and was paid $490 toward its
summary judgment.

During the first quarter of 2002, Centrex and its former investor relations firm
settled a dispute after the Company became aware that the firm would no longer
be able to fulfill its obligations under the agreement. In connection the
original agreement, the firm was issued 1,000,000 shares of the Company's common
stock. In connection with the settlement, the firm transferred 675,000 shares of
common stock to other vendors rendering similar services for the Company. The
Company recorded $339,685 of non-cash consulting expense and $69,985 as a
prepaid expense based on the fair market value of the common stock on the date
of the transfers. As of December 31, 2002, the prepaid expense of $69,985 was
fully amortized.

During the quarter ended June 30 2002, the Company recorded approximately
$125,000 in expenses for services paid for by related parties.

As of December 31, 2002, the Company owed $113,015 in principal and $124,631 in
accrued interest to certain shareholders of the Company. The notes are presently
in default and accrue interest at 16% per year. Subsequent to year end, the
Company issued its common stock in satisfaction of $204,900 of outstanding
principal and accrued interest.

Note 8--Litigation

On January 25, 2002, Centrex, along with other plaintiffs, filed suit against
the Company's former corporate counsel. The petition charges that former counsel
took various actions, which were against the interests of the plaintiff,
committed a beach of fiduciary duty, and committed a breach of his duty to
exercise reasonable care, skill and diligence on behalf of the Plaintiffs which
constitutes negligence. The Company is seeking actual punitive and compensatory
damages in excess of $10,000 each. On March 25, 2002, the defendant filed a
counterclaim against the Company and the other plaintiffs alleging, among other
things, breach of contract, conversion and breach of fiduciary duty. Defendant
is seeking actual exemplary and punitive damages in excess of $10,000 each plus
cost of litigation. The Company believes that defendant's claims are without
merit and intends to vigorously defend against the claims.




                                       31
<PAGE>


The Company is a third-party defendant in a lawsuit filed by Frederick Slicker,
the Company's former corporate counsel, against the Company's former transfer
agent, Nevada Agency & Trust. The lawsuit alleges that Nevada Agency took
various actions against Slicker that resulted in damages to him. Nevada Agency
alleges that its actions are covered by an indemnification provision in its
transfer agent agreement with the Company and thus the Company is responsible
for Nevada's attorney's fees and any potential damages that may be due to
Slicker. The Company disputes this position. A settlement conference before a
U.S. Magistrate Judge is scheduled for April 17, 2003, however, there is no
assurance that this matter will be settled at that time.

Note 9--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, 2002, temporary differences consist of compensation recognized for
issuance of options. The components of the Company's deferred income tax asset
are as follows:

                                                            From inception
                                                 (October 6, 1998) through
                                                         December 31, 2002
                                                --------------------------

 Net operating loss carryforward                                  408,876
 Temporary differences                                            158,695
 Valuation allowance for deferred tax asset                     $(567,571)
                                                --------------------------

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


Note 10--Subsequent Events

On January 6, 2003, the Company issued 875,000 shares to its legal counsel for
payment of legal services. The shares were valued at $0.08 per share 50% of the
closing price of the Company's common stock, due to the restrictive nature of
the common stock issued.

On January 6, 2003, the Company entered into a consulting agreement with Mark L.
Lindsey, whereby Mr. Lindsey will provide internet website design services for
one year. Pursuant to the agreement, the Company issued 500,000 shares to Mr.
Lindsey. The shares were valued at $0.08 per share which was 50% of the closing
price of the Company's common stock, due to the restrictive nature of the common
stock issued.

On January 6, 2003, the Company issued 300,000 shares of its common stock as
consideration for entering into a one year lease of office space. The shares
will be held as collateral, but can be liquidated by the landlord if the Company
is late on its monthly lease payment or if the price of the Company's common
stock falls below $0.08 per share. The shares were valued at $0.08, which was
50% of the closing price of the Company's common stock, due to the restrictive
nature of the common stock issued.

On December 30, 2002, the Company signed a Letter of Intent which was executed
on January 6, 2003 with Emergency Filtration Productions, Inc. ("EMFP") to
explore the possibility of completing a joint marketing, joint venture, merger
and/or acquisition. EMFP is a specialty filter products company that has
developed a proprietary dual-filtered technology, 2H Technology(TM), which
removes infectious bacteria and virus from airflow systems at extremely high
levels of efficiency. Pursuant to the agreement, Centrex issued 300,000 shares
of its restricted common stock to EMFP and EMFP issued 400,000 shares of its
restricted common stock to Centrex. On March 24, 2003, the Company sold the
restricted shares of EMFP in a private transaction for $47,354.




                                       32
<PAGE>


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

On January 15, 2003, the Company amended its consulting agreement with Andreas
Cyppek to issue an additional 1,400,000 shares. The additional shares were
valued at $0.07 per share which was 50% of the closing price of the Company's
common stock, due to the restrictive nature of the common stock issued.

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

On January 15, 2003, the Company issued 31,250 shares of its common stock to
Alpha Web Design pursuant to a consulting agreement whereby Alpha Web Design
will provide services for one year relating to the Company's web site
maintenance. The shares were valued at $0.14 which was which was 50% of the
closing price of the Company's common stock, due to the restrictive nature of
the common stock issued.

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

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

On January 29, 2003, the Company granted 4,500,000 options to its officer,
employees and a consultant. The options were exercisable at $0.10 per share on
or before January 29, 2013. There was no compensation cost recorded for the
issuance of these options because the exercise price was the same as the closing
price of the stock on the date of grant. On March 17, 2003, the exercise price
of the options was reduced to $0.02 per share and 3,500,000 options were
exercised. The Company received $70,000 in connection with the option exercises.

On January 29, 2003, the Company granted 500,000 options to its legal counsel.
The options were exercisable at $0.001 per share on or before January 29, 2013.
The Company recorded compensation cost of $49,700 in connection with the option
grant. On January 29, 2003, the Company issued 500,000 shares of its common
stock pursuant to the option exercise.

On February 5, 2002, the Company sold 176,800 shares of its common stock to
foreign investors for $7,514 in cash. The shares were valued at $0.05 per share,
which was 50% of the closing price of the Company's common stock, due to the
restrictive nature of the common stock issued.

On February 6, 2003, the Company engaged HD Brous & Co., Inc., a NYSE member, as
the company's managing underwriter to raise up to $20 million on a "best
efforts" basis. The Company agreed to pay Brous a 10% commission and a 3%
non-accountable expense allowance (of which the Company has paid $5,000) at the
closing of any financing. Upon the closing of an offering, the Company has
agreed to grant to Brous a five year option (with a cashless exercise provision)
to purchase up to 20% of the number of shares sold in the offering at an
exercise price per share equal to 100% of the offering price.

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

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




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<PAGE>


On March 24, 2003, the Company agreed to reduce the exercise price of certain
outstanding warrants representing 2,785,500 shares of the Company's common stock
and certain outstanding options representing 687,500 shares of the Company's
common stock to $0.05 per share, which was the closing price of the Company's
common stock on that date, if the warrantholder exercises the warrants on or
before May 7, 2003. As of April 15, 2003, the Company had received $21,766 and
issued 435,313 shares in connection with the warrants and options exercised. As
a result of the price reduction, the Company, in the future will be required to
account for any unexercised warrants or options under variable accounting for
options guidelines. These guidelines require the Company to recognize
compensation cost each quarter based on the difference between the new exercise
price and the market price on the last day of each quarter.

On March 24, 2003, the Company entered into agreements with three former
employees to continue to serve the Company as consultants until December 31,
2003.

On March 24, 2003, the Company granted to its officer and certain consultants
options to purchase up to 5,000,000 shares and 11,000,000 shares, respectively,
of the Company's common stock at $0.05 per share on or before March 24, 2013.
The options are subject to certain restrictions. The exercise price was equal to
the closing market price of the Company's common stock on the date of grant. The
Company recorded compensation cost of $442,200 pursuant to the option grant of
11,000,000 shares. The Company did not record compensation cost related to the
option grant of 5,000,000 shares as the option was granted to the Company's CEO.

On March 24, 2003 the Company granted options to purchase up to 6,000,000 shares
of common stock at $0.001 per share on or before December 30, 2003 to the
Company's legal counsel. The Company recorded compensation cost of $294,400
pursuant to the option grant. On April 7, 2003, the Company issued 3,000,000
shares of common stock in connection with the exercise of the options and
received $3,500 in cash.

The Company and Mr. Jack Luchese have entered into an amended employment
agreement effective March 24, 2003, whereby Mr. Luchese has agreed to become
Chief Executive Officer of the Company on or before January 1, 2004, subject to
certain funding conditions. Pursuant to the agreement, the Company has engaged
Mr. Luchese initially as a consultant to the Company's current CEO. If the
Company is successful in raising a net minimum of $2,000,000 cash (net of fees
and expenses), then Mr. Luchese shall assume his duties as CEO at the time such
funding is completed, if on or before January 1, 2004. Until the funding
condition is satisfied, he will provide consulting services to the Company at a
rate of $12,500 per month. His term of employment as CEO will be for three years
with automatic renewal for another year if neither party provides the other with
written notice of termination twelve (12) months in advance. His base annual
salary as CEO will be $250,000 and he will be eligible for certain bonuses and
participation in employee benefit plans.

On March 24, 2003, Mr. Luchese purchased 100,000 shares of our preferred stock
for $50,000 in cash. If Mr. Luchese becomes the Company's new CEO, which depends
on the Company raising at least $2,000,000 on or before January 1, 2004, the
preferred stock is convertible into shares of common stock representing 15% of
the Company's issued and outstanding shares of common stock at the date of
conversion. If the Company has not raised at least $2,000,000 on or before
January 1, 2004, Mr. Luchese will not become CEO and the Company can repurchase
50,000 shares of Mr. Luchese's preferred stock at a purchase price of $25,000.
Mr. Luchese will then own preferred stock convertible into shares of common
stock representing 7.5% of the Company's issued and outstanding shares of common
stock at the date of conversion.

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

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

On April 1, 2003, the Company issued 2,000,000 shares of common stock to a
consultant pursuant to a written agreement. The shares were valued at $0.05 per
share, which was 50% of the closing price of the Company's common stock, due to
the restrictive nature of the common stock issued.



                                       34
<PAGE>





PART III

Index to and Description of Exhibits

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

3.1            Amended Certificate of Incorporation *

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

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

4.2            Centrex  Inc.  Long  Term  Incentive  Plan
               (filed  as  Exhibit  10.1  to Preliminary Information Statement
               filed February 21, 2003)

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

10.2           Funds-In Agreement between Centrex, Inc and Los Alamos National
               Laboratory Dated November 13, 2002. *

10.4           Form of Indemnification Agreement
               (filed as Exhibit 6.5 to Form 10-SB filed March 23, 2001

10.5           Amended Employment Agreement between Centrex, Inc.
               and Jack Luchese

8.1            Agreement and Plan of Merger between  Registrant and
               E. coli  Measurement Systems, Inc. dated March 15, 1999
               (filed as Exhibit 8.1 to Form 10-SB filed March 23, 2001

8.2            Certificate of Merger dated June 7, 1999
               (filed as Exhibit 8.2 to Form 10-SB filed March 23, 2001

23.0           Consent of Tullius Taylor Sartain & Sartain LLP

99.1           Certification of Officer Pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) *

* Filed herewith



                                       35
<PAGE>


                                   SIGNATURES

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



                                       Centrex, Inc.

                                       /S/ THOMAS R. COUGHLIN, JR.
                                       --------------------------------------
                                       Thomas R. Coughlin, Jr.
                                       Chief Executive Officer



April 15, 2003


                                       36
<PAGE>


      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

I, Thomas R. Coughlin,  Jr., Chief Executive Officer and Chief Financial Officer
of Centrex, Inc. certify that:

1.   I have reviewed this annual report on Form 10-KSB of Centrex, Inc.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the years presented in this annual report;

4.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
     registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to me by others within those
          entities,  particularly during the year in which this annual report is
          being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report my conclusions about the effectiveness
          of the disclosure controls and procedures based on my evaluation as of
          the Evaluation Date;

5.   I have disclosed,  based on my most recent evaluation,  to the registrant's
     auditors and the audit  committee of  registrant's  board of directors  (or
     persons performing the equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   I  have  indicated  in  this  annual  report  whether  or  not  there  were
     significant  changes in internal  controls or in other  factors  that could
     significantly  affect internal  controls  subsequent to the date of my most
     recent  evaluation,   including  any  corrective  actions  with  regard  to
     significant deficiencies and material weaknesses.





Date: April 15, 2003

                                              Centrex, Inc.

                                              /s/ Thomas R. Coughlin, Jr.
                                              ---------------------------
                                              Thomas R. Coughlin, Jr.
                                              Chief Executive Officer
                                              Chief Financial Officer



                                       37