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, 2001



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

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

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

                                 (888) 492-1257
              (Registrant's Telephone Number, Including Area Code)

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

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

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

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

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

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified price within the past 60 days. $6,104,000 as of March 28, 2002.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of March 31, 2002, we had
16,560,000 shares of common stock, $0.001 par value, outstanding.



<PAGE>


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,  Inc. is a research and development  company that primarily  focuses on
the development of products that detect certain bacterial organisms.  Currently,
we own the exclusive worldwide license for the following technologies:

o    A technology  that is capable of confirming  the presence of E. coli within
     minutes ("the E. coli  detection  system").  E. coli 0157 H7 is a strain of
     bacteria that can kill people. The Environmental  Protection Agency ("EPA")
     mandates the testing of water for this deadly  strain of E. coli;  however,
     current testing  methods require between 24-48 hours to obtain results.  We
     have  funded the  development  of a  commercial  prototype  for the E. coli
     detection system at Los Alamos National Laboratory ("LANL"). Development of
     the commercial prototype is not complete.

o    A technology capable of quickly identifying and quantifying levels of
     cryptosporidium in water ("the Cryptosporidium detection system").
     Cryptosporidium can cause severe, even deadly, gastrointestinal illnesses.
     The EPA recognizes cryptosporidium is a major problem but concedes there is
     currently no practical, economical way to routinely test for its presence.
     We plan to engage a university research facility or engineering firm to
     develop a viable commercial design and manufacturing process for this
     technology, but we have not yet entered into any such agreement.

Additionally, we intend to sign an amended Sponsored Research agreement with
LANL, which will shift the focus of the original research agreement to include
the detection and quantitation of bacterial and viral biowarfare agents. The
proposed prototype is designed to detect up to ten (10) different bioagents. The
bioagents will be specified during the project, depending on the availability of
pathogens and the identification of newly emerging threats by government
agencies.

(a)    Business Development

       1.  Form and Year of Organization

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

       2.  Bankruptcy or Receivership

       We have never been in bankruptcy or receivership.

                                        2

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       3.  Merger, Reclassification and Purchases of Assets

       E. coli Measurement Systems, Inc.

       We acquired the exclusive rights to the E. coli detection system on June
       7, 1999, when we acquired 100% of the common stock of E. coli Measurement
       Systems, Inc. ("EMSI"), a Florida corporation. EMSI ceased to exist by
       reason of the transaction, and the rights and obligations of EMSI under
       their Exclusive License Agreement and Sponsored Research Agreement with
       the University of California ("the University") were assigned to us. The
       Merger Agreement was filed as Exhibit 8.1 to our Form 10-SB, as amended.

       The  Exclusive  License  Agreement  (the "E. coli  License"),  filed as
       Exhibit 6.1 to our Form 10-SB,  as amended,  gave us the exclusive
       worldwide rights to develop and market a system to detect  microbial
       contamination,  primarily E. coli bacteria,  in food and water.
       Subsequent  modifications to the agreement expanded the company's rights,
       beyond food and water, to include the detection of E. coli  contamination
       in all fields of use. The E. coli License contains  royalty payment
       provisions,  which are discussed in Item 1. "Patent, Trademarks,
       Licenses, Royalty Agreements or Labor Contracts."

       The Sponsored Research Agreement (the "E. coli Research Agreement"),
       filed as Exhibit 6.3 to our Form 10-SB, as amended, provides for a
       24-month research and development program to develop a prototype E. coli
       detection system at a cost to us of $410,000. Development of the
       prototype has been conducted at LANL. As of December 31, 2001, we had
       paid $279,500 of the $410,000 obligation.

       Safe Water Technologies, Inc.

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

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

(b)    Business of Issuer

       1. Principal Products and Services of Centrex and Their Markets

       If we are successful in obtaining the required funding, our primary
       product will be the multi-channel detector that will soon be under
       development at LANL through our sponsored research agreement. This
       detector will be an expansion of the E. coli detection system already
       under development at LANL and will rapidly detect up to 10 different
       bioagents such as anthrax and smallpox in food, air and water.

       The markets for this bioagent detection system include the following:

                                        3
<PAGE>


          Building Protection--protection for government buildings in the United
               States of which approximately 419,000 are owned and 76,357 are
               leased. Additionally, we plan to market our product to owners of
               commercial buildings. Currently there are approximately 4,169,643
               commercial buildings in the United States.(1)

          Mobile Response  Units--239 cities out of the 50 states currently have
               mobile  response  units.  We plan to market our  product to these
               cities and potentially others. (1)

          Hospitals--there  are  approximately  5,810  hospitals  in the  United
               States.  All of these  facilities could benefit from the use of a
               detection  system that would help to ensure the protection of the
               patients. (2)

          Postal Service Offices, Stations and Branches--As the threat of
               anthrax continues for postal workers, we plan to market our
               product to these government facilities for the detection of
               anthrax and other potential biochemical warfare agents. (3)

          Airlines--there are approximately  8,617,000 airline departures in the
               United  States  every  year.  We plan to  market  our  device  to
               airlines for onboard detection of biological warfare agents. (1)

   (1) U.S. Census Bureau, Statistical Abstract of the United States 2001
   (2) American Hospital Association
   (3) United States Postal Service Annual Report 2001

       2. Distribution Method of Products and Services

       We do not have any manufacturing or distribution capacity. If viable
       commercial versions of the E. coli , biowarfare and cryptosporidium
       detection systems are produced, we plan to seek corporate marketing
       partners to market and distribute the products. We have not yet
       determined the commercial arrangements under which we would be willing to
       engage such a corporate marketing partner.

       3. Status of Publicly Announced Products or Services

       A prototype E. coli detection system is being developed at LANL. It is
       our intention to sign an amendment to the E. coli Research Agreement with
       LANL, which will shift the focus of the original research agreement to
       include the detection and quantitation of bacterial and viral biowarfare
       agents. This will allow the same detection system used for E. coli
       detection to be used to detect 8 to 10 biowarfare agents. If we are
       successful in obtaining funding for this project, we expect to have a
       working prototype of the biowarfare agent detection system available for
       testing at LANL during 2003. Once a viable commercial version of the
       technology has been produced and thoroughly tested, we plan to seek EPA
       endorsement of our product. To the best of our knowledge, no formal
       approval of the biowarfare detection system by the EPA is required before
       we can begin selling it in our potential markets. We believe that
       endorsement of our product by the EPA will enhance its marketability. We
       do not know how long such endorsement will take or if we will be
       successful in obtaining such endorsement.

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

                                        4
<PAGE>


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

       E. coli Detection

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

       Cryptosporidium Detection

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

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

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

       6. Dependence on one or a few major customers

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

                                        5
<PAGE>

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

       Patents

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

       E. coli Detection System- Patent Pending

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

       E. coli and Biowarfare Detection Systems- Proprietary Formula

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

       E. coli License

     We own the exclusive worldwide license to the E. coli detection system. The
     E. coli License required us to pay the University an initial fee of $7,000,
     which was paid on June 1, 1999, and subsequent  modifications expanding the
     fields of use  require us to pay them a yearly  license fee of $5,000 on or
     before January 31 of each year during the term of the E. coli License. When
     we begin selling the E. coli detection  system,  we will pay them a royalty
     fee of three and one-half  percent  (3.5%) of the net sales during the term
     of the E. coli License.  If a U.S.  patent  covering the E. coli  detection
     system is issued,  the E. coli License term will  coincide with the life of
     the U.S. patent.  If a U.S. patent is not issued,  we intend to renegotiate
     with the University  for a licensing term of at least 17 years,  the normal
     life of a patent.  If we fail to deliver to the  University any report when
     due, the University  may send us notice of default.  If we fail to cure the
     default  within 30 days,  then the  University  may  terminate  the License
     Agreement.

       E. coli Research Agreement

       On June 1, 1999, development of the E. coli detection system began at
       LANL under the terms of a Sponsored Research Agreement with the
       University. The University conducts research at LANL under contract with
       the U.S. Department of Energy. The Sponsored Research Agreement specifies
       that scientists at LANL will develop a prototype detection system during
       the 21-month contract period at a cost of $410,000. Development consists
       primarily of miniaturizing the electronics and laser components of the
       unit and the production of schematics. The University will provide us at
       least 30 days notice if the actual cost to complete performance exceeds
       $410,000. If that occurs and we can not or will not pay the actual cost,
       the University has no obligation to continue or complete performance of
       the work. In addition, the University makes no express or implied
       warranty as to the conditions of the research or any intellectual
       property generated and is not liable for damages. The Sponsored Research
       Agreement is amortized over 21 months using the straight-line method,
       with amortization cost recorded as R&D expense. As of December 31, 2001,
       we had paid $279,500 of the $410,000 obligation. Payments are based on
       time and not on performance.

                                        6
<PAGE>

       Proposed Biowarfare Detection System Research Agreement

       It is our intention to sign an amendment to the E. coli Research
       Agreement with LANL, which will shift the focus of the original research
       agreement to include the detection and quantitation of bacterial and
       viral biowarfare agents. Under the proposed revised agreement, we will
       incur costs of $640,226. This amount is in addition to the remaining
       obligation due on the original E. coli Research Agreement, making the
       obligation due to the University total $919,226. Upon execution of the
       revised amendment, we will be required to pay $142,280. The associated
       costs of this amendment will be amortized over the 18-month life of the
       agreement and will be recorded as research and development expense. Each
       month thereafter, for 15 months, we will be required to pay $35,570 per
       month.

       Cryptosporidium License

       The cryptosporidium license did not require us to pay the University of
       South Florida ("USF") an initial license fee. As part of the Safewater
       Technologies, Inc. merger with us, USF was issued 196,000 shares of our
       common stock. When we begin selling the Cryptosporidium detection system,
       we will pay USF a royalty fee of two percent (2%) of revenue during the
       term of the Cryptosporidium License. The Cryptosporidium License term
       coincides with the life of the patent, which expires April 7, 2014. If
       additional patents are issued, the license term will coincide with the
       life of the last to expire patent.

       On July 27, 2001, we entered into a one-year consulting agreement with
       Sterling International, Inc. Pursuant to the Agreement, Sterling
       International, Inc. will perform consulting services related to the
       development and marketing of our products. See Part F/S--Notes to the
       Financial Statements, "Commitments and Contingencies", for more
       information concerning the services to be provided by and the payments to
       be made to Sterling International, Inc.

       8. Need for Governmental Approval

       Although, to our knowledge, no formal approval by the EPA is required
       before we can sell our products in the U.S., we plan to seek EPA
       endorsement. To obtain endorsement, we will have to demonstrate that our
       products are effective. The cost of proving efficacy to the EPA in a few
       demonstration projects would essentially be the cost of materials to the
       Company. These projects would be set up in installations where the EPA
       feels that E coli, biowarfare agents or cryptosporidium contamination is
       a significant problem, and thereby prove the efficacy of the technologies
       in a short term pilot project. We do not know how many projects will be
       needed or how long these projects will last. There may be additional or
       more rigorous certification requirements in Europe and Canada, but we
       have yet to discover these despite searching the literature and
       regulations.

       9. Effect of Existing or Probable Governmental Regulation

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

       10. Estimate of the amount spent on research and development

       Under the terms of the E. coli Research Agreement,  we agreed to pay the
       University a total of $410,000 to develop the prototype E. coli detection
       system. Through December 31, 2001, we have paid $279,500 of our original
       $410,000 obligation.

       Additionally, if the expansion of the Research Agreement is finalized, we
       will be under an additional obligation to pay the University $640,226.
       This will be recorded as research and development expense.

       No customer is expected to bear any of these R&D costs.

                                        7
<PAGE>

       11. Costs and effects of environmental compliance

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

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

       We have no full time employees. We have five part-time employees,
       including our sole officer and director. With the exception of our
       part-time accountant, none of our employees has received any cash
       compensation for his or her services to date.

       Our employees are each engaged in other business activities and devote
       such time as he or she feels is reasonably necessary to carry out our
       business. Our employees are also employees, shareholders and/or
       consultants with the same five other companies and perform similar duties
       for those companies, including accounting, SEC reporting, project
       management and administrative services. Although the other companies are
       engaged in business activities that are different from our business,
       there may exist potential conflicts in the amount of time each person
       devotes to our business. Consequently, developing our business may
       require a greater period of time than if our employees were employed by
       us on a full time basis. No policy has been established for the
       resolution of conflicts. Such conflicts may not be resolved in favor of
       Centrex. To date our former officer and director, Gifford Mabie, has
       devoted, on average, approximately 2 hours per week to Centrex's
       activities. Thomas Coughlin, our current officer and director, devotes
       approximately 10 hours per week to Centrex's activities.

Item 2. Description of Property

We lease our executive office at 8908 South Yale Avenue, Suite 409, Tulsa,
Oklahoma 74137 from Oklahoma National Bank, a non-affiliated company. Our
executive office is shared with other companies of which our officer and
director and our employees may be shareholders. These companies share the $2,061
per month lease payment, of which our portion is approximately $412 per month.

Item 3. Legal Proceedings

On November 19, 2001, Quasar Irrevocable Trust, an entity established by the
Company's former corporate counsel, a shareholder of the Company, filed suit in
the district court of Tulsa County demanding payment of an outstanding loan and
accrued interest aggregating $27,852 plus $2,700 for attorneys fees. The
eventual outcome of the lawsuit is not certain. The Company's financial
statements at December 31, 2001, include $30,288 related to the outstanding loan
and accrued interest.

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 punative damages
including the return of 1,000,000 shares of the Company's common stock. The
Company is working to resolve these disputes. At this time, the outcome is
uncertain.

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

None

                                        8
<PAGE>


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 bid 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 2001                       $1.75           $1.30
                   March 2002                          $1.30           $0.395

(b)    Holders

As of December 31, 2001, there were 50 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.

Recent Sales of Unregistered Securities

On October 15, 2001, the Company issued 260,000 shares of its common stock to a
consultant as payment for services valued at $26,000. The shares were valued
using $0.10, which is the price used for similar transactions.

On December 11, 2001, the employees of Centrex, Inc. exercised options for
3,000,000 shares of the Company's common stock. The exercise price was par value
of $0.001 per shares in accordance with Employee Stock Option Agreements. The
option exercise price was paid by cancellation of a portion of outstanding loans
owed to the individual employees by Centrex, Inc.

During the first quarter of 2002 we sold 900,000 units to three accredited
investors. Each unit consisted of one share of Centrex, Inc. $0.001 par value
common stock and one warrant exercisable at $0.50 on or before December 31,
2006. The unit price was calculated using the closing price of the Company's
stock on the date of the first transaction ($0.43) discounted 58% due to the
restrictive nature of the stock issued. We received $225,000 in cash for these
transactions.

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

(a)   Plan of Operation

         1.  Plan of Operation Over the Next Twelve Months

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

                                        9
<PAGE>


                  (i)  Cash Requirements

                  As of December 31, 2001, we had approximately $5,000. During
                  the next twelve months, we must raise approximately $1.0
                  million in new capital. This capital will be used to complete
                  the prototype development and testing of the E. coli and
                  biowarfare detection systems, to begin and complete the
                  prototype development and testing of the Cryptosporidium
                  detection system, and to identify which regulatory approvals
                  are required. There is no assurance that any additional
                  capital will be available to us on acceptable terms when
                  needed, if at all.

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

                  E.coli and Proposed Biowarfare Agent Detection Systems The
                  estimated time to final completion of the multi-channel
                  biowarfare detection system is approximately 18 months. This
                  new detection system is an expansion of the E. coli detection
                  system already under construction and near completion at LANL.
                  Once all payments to the University have been made, we expect
                  to take delivery of the prototype devices, along with
                  engineering specifications and blueprints. We then intend to
                  get bids from a variety of bioelectronics instrument
                  manufactures, based on the blueprints and engineering
                  specifications, for the manufacture of a limited number
                  (20-30) of the E. coli and biowarfare detection devices to be
                  used in beta testing at various test sites that are
                  representative of our targeted customer base. We expect the
                  manufacturing and beta testing process to take 6-8 months. We
                  plan to present our technology to the EPA for testing. There
                  have been no formal discussions and no negotiations or
                  agreements with any potential test sites.

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

                  None.

                  (iv)   Expected Significant changes in number of employees

                  None.

Item 7. Financial Statements

See Part F/S

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

None

                                       10
<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. has been our officer and director since
         February 1, 2002. Before that he was the Company's Medical Advisor.
         Prior to joining the Company in January 1999, Dr. Coughlin was a
         cardiovascular and transplant surgeon for more than 25 years. He holds
         an undergraduate degree in Chemistry from Seton Hall University (B.S.)
         and is a graduate of the University of Rochester School of Medicine and
         Dentistry (M.D.). He did his cardiovascular and transplant surgical
         training at the University of Illinois and Cook County Hospital in
         Chicago. Dr. Coughlin was Assistant Professor and Chief of Transplant
         Surgery at the University of Maryland from 1986 to 1990, starting the
         heart transplant program and performing the first successful heart
         transplant at the University Hospital. During that time, he also served
         as Medical Director of the Maryland Organ Procurement Center. From 1992
         to 1995, he was Medical Director of Cardiovascular Surgical Services at
         Alexandria Hospital in Alexandria, VA, and from 1991 to 1995, he was
         Assistant Clinical Professor, Thoracic and Cardiovascular Surgery, at
         George Washington University Medical Center in Washington, D.C. From
         1995 to January 1999, Dr. Coughlin practiced cardiovascular surgery in
         Tulsa, OK and was Assistant Clinical Professor at the University of
         Oklahoma Medical School.

 (b) Significant Employees

None

 (c) Family Relationships

None.

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

None.

Item 10. Executive Compensation
<TABLE>

                           SUMMARY COMPENSATION TABLE

                                                                    Long Term Compensation
                                                             -------------------------------------
                                                             --------------------------- ---------
                                 Annual Compensation                   Awards            Payouts
                          ---------------------------------- --------------------------- ---------
                          ------------ ----------- --------- ----------- --------------- ---------
                                                   Other                                           All
    Name and                                       Annual    Restricted    Securities              Other
   Principal                                       Compen-   Stock         Underlying    LTIP      Compensa-
    Position       Year     Salary       Bonus     sation    Awards        Options/SARs  Payouts   tion
----------------- ------- ------------ ----------- --------- ----------- --------------- --------- ----------
----------------- ------- ------------ ----------- --------- ----------- --------------- --------- ----------
<S>               <C>      <C>          <C>        <C>       <C>          <C>            <C>       <C>

Gifford M.
Mabie, CEO*        2001   $100,000(1)  $50,000(2)    $-0-       $-0-          -0-          $-0-      $-0-
                   2000    $60,000(3)
</TABLE>

*Mr. Mabie was the Company's CEO during all of 2001. He resigned February 1,2001
(1)  Accrued but not paid
(2)  Paid in the form of 500,000 shares of Centrex, Inc. common stock.
(3)  Estimated value of Mr. Mabie's services. Treated as a capital contribution.

                                       11
<PAGE>

<TABLE>

                     Options/SAR Grants in Last Fiscal Year

                             Number of            % of Total
                             Securities           options/SARs  Granted
                             underlying           to
                             Options/SARs         Employees in           Exercise or
Name                         Granted              Fiscal Year            Base Price         Expiration Date
---------------------------- -------------------- ---------------------- ------------------ -----------------
---------------------------- -------------------- ---------------------- ------------------ -----------------

                          <c>                  <c>                    <c>                <c>
Gifford M. Mabie, CEO        850,000              28.3%                  $.001

</TABLE>

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

The following table shows the persons known by us to be the beneficial owners of
more than 5% of the Company's common stock. Except as otherwise indicated, all
information is as of December 31, 2001 and ownership consists of sole voting and
investment power.

<TABLE>
                                          Relationship           Common              Percentage of
Name and Address                          To Company             Shares Owned        Outstanding Shares
----------------------------------------- ---------------------- ------------------- ----------------------
----------------------------------------- ---------------------- ------------------- ----------------------

                                       <c>                    <c>                 <c>
UTEK Corporation
202 Wheeler Street
Plant City, FL 33566                      Beneficial Owner       1,584,000 (1)       9.56%

Frederick K. Slicker
1628 E 36th Court
Tulsa, OK 74105                           Beneficial Owner       1,000,000 (2)       6.0%

Vicki L. Pippin
8908 S. Yale Ave., #409
Tulsa, OK 74137                           Employee               1,400,000           8.45%

Thomas R. Coughlin, Jr.
8908 S. Yale Ave., #409
Tulsa, OK 74137                           Officer and Director   1,300,000           7.85%

Rhonda R. Vincent
8908 S. Yale Ave., #409
Tulsa, OK 74137                           Employee               1,125,000           6.79%

Dean Guise
1393 Kenny St.
Coquitlam, British
Columbia V3E 2R1                          Beneficial Owner       1,000,000           6.0%

Sole Officer and Director and  Employees
as a Group (3 persons)                                           3,825,000           23.09%

Beneficial Owners as a Group (3 persons)
                                                                 3,584,000           21.64%

Sole  Officer  and  Director,  Employees
and  Beneficial  Owners,  as a Group  (6
persons)                                                         7,409,000           44.74%

</TABLE>

                                       12
<PAGE>


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

(2)  Mr.  Slicker is a founder and former  officer of Centrex.  He ceased to be
     an officer in February,  2000. Mr Slicker's  shares are the subject of a
     lawsuit filed by us (See "Legal Proceedings").

Item 12. Certain Relationships and Related Transactions

(a)   Describe Related Party Transactions

The Company's officers, directors and employees are officers, directors and/or
employees of other companies. The Company shares staff, office space and other
administrative expenses with these other companies and from time to time borrows
from and makes cash advances to the other companies. All such borrowing and
advances are non-interest bearing. At December 31, 2001, the Company had
recorded payables of $6,315 to the related companies included in "Related party
payables" in the accompanying balance sheet.

To date, we have borrowed $343,175 from our shareholders to fund our operations.
As of December 31, 2001, we owed interest totaling $111,088. Interest accrues at
16% since the notes are in default. Attempts to obtain funding from unrelated
parties have not been successful. The notes are unsecured obligations of the
Company. The interest rates are comparable to those charged by credit card
issuers. The shareholders are under no obligation to continue funding the
Company's activities and there is no assurance that they will continue to do so.
With the exception of a claim filed on November 19, 2001, no shareholder has
made demand for payment.

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 2001.

                                       13
<PAGE>



                                    Part F/S


                          INDEX TO FINANCIAL STATEMENTS

Audited Financial Statements

Independent Auditors' Report..........................................      15

Balance Sheet At December 31, 2001....................................      16

Statements Of Operations From Inception (October 6, 1998)
through December 31, 2001 And For The Years Ended
December 31, 2001 and 2000...........................................       17

Statements Of Cash Flows From Inception (October 6, 1998)
Through December 31, 2001 And For The Years Ended
December 31, 2001 and 2000............................................      18

Statements Of Shareholders' Equity From Inception
(October 6, 1998) Through December 31, 2001...........................      19

Notes To Financial Statements From Inception
(October 6, 1998) Through December 31, 2001,
And For The Years Ended December 31, 2001 and 2000....................      20

<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, 2001, and the related statements of
operations, cash flows and shareholders' equity for the years ended December 31,
2001 and 2000, and for the period from inception (October 6, 1998) to December
31, 2001. 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, 2001, and the results of its operations and its cash flows for the years
ended December 31, 2001 and 2000, and for the period from inception (October 6,
1998) to December 31, 2001, 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.


/s/ Tullius Taylor Sartain & Sartain LLP
Tulsa, Oklahoma
February 8, 2002






                                       15
<PAGE>

                                  Centrex, Inc.
                          (A Development Stage Company)

                                  Balance Sheet
                                December 31, 2001

            ASSETS

                                                                    December 31,
                                                                            2001
                                                                    ------------
Current Assets
Cash                                                                    $ 5,278
                                                                    ------------
Total Current Assets                                                      5,278
                                                                    ------------
Other Assets
Other Assets                                                              1,264
Licensed Technology, Net                                                  5,936
                                                                    ------------
Total Other Assets                                                        7,200
                                                                    ------------

TOTAL ASSETS                                                           $ 12,478
                                                                    ============

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts Payable                                                       $ 19,305
Rent and Other Expenses Payable to Related Parties                       14,835
Payable to University of California                                     130,500
Payable to Sterling International                                        50,000
Accrued Salaries                                                        400,000
Notes Payable to Shareholders and Related Parties                       349,490
Accrued Interest on Notes Payable to Shareholders and
   Related Parties                                                      111,088
                                                                     -----------
Total Current Liabilities                                             1,075,218

Shareholders' Deficit
Preferred Stock, $0.001 par value, 5,000,000 shares authorized,
No shares issued or outstanding                                               -
Common Stock, $0.001 par value, 45,000,000 shares authorized,
15,660,000 shares issued and outstanding                                 15,660
Common Stock Subscribed                                                 (50,000)
Paid in Capital                                                         546,415
Deficit accumulated during the development stage                     (1,574,815)
Total Shareholders' Deficit                                          (1,062,740)
                                                                     -----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                            $ 12,478
                                                                     ===========

The accompanying notes are an integral part of the financial statements.

                                       16
<PAGE>
                                  Centrex, Inc.
                          (A Development Stage Company)

                            Statements of Operations
         From Inception (October 6, 1998) Through December 31, 2001, and
                 For The Years Ended December 31, 2001 and 2000

<TABLE>
                                                 From inception
                                               (October 6, 1998)
                                                        through          Year Ended          Year Ended
                                                   December 31,        December 31,        December 31,
                                                           2001                2001                2000
                                            ------------------------------------------------------------
<C>                                           
                      
                  

Revenue                                                     $ -                 $ -                 $ -

Expenses
Research and development                                418,770              47,559             234,285
General and administrative                            1,043,344             830,463             115,956
                                            ------------------------------------------------------------
   Total operating expenses                           1,462,114             878,022             350,241
                                            ------------------------------------------------------------

Operating loss                                       (1,462,114)           (878,022)           (350,241)

Interest expense                                        112,701              54,814              45,525
                                            ------------------------------------------------------------

Net loss                                           $ (1,574,815)         $ (932,836)         $ (395,766)
                                            ------------------------------------------------------------

Weighted average shares outstanding                   8,231,159          10,347,890           7,950,000
                                            ------------------------------------------------------------

Loss per share                                          $ (0.19)            $ (0.09)            $ (0.05)
                                            ------------------------------------------------------------

</TABLE>
The accompanying notes are an integral part of the financial statements.


                                       17
<PAGE>

                                  Centrex, Inc.
                          (A Development Stage Company)

                            Statements of Cash Flows
         From Inception (October 6, 1998) Through December 31, 2001, and
                 For The Years Ended December 31, 2001 and 2000

<TABLE>
                                                                   From inception
                                                                 (October 6, 1998)
                                                                          through      Year Ended        Year Ended
                                                                     December 31,    December 31,      December 31,
                                                                             2001            2001              2000
                                                                ----------------------------------------------------

                                                             <c>                  <c>               <c>
Operating Activities
Net Loss                                                             $ (1,574,815)     $ (932,836)       $ (395,766)
Plus Non-Cash Charges to Earnings:
Amortization Expense                                                      411,290          39,547           234,817
Services Contributed by Employees and Consultants                         375,125         335,000            17,600
Common Stock issued for Services                                              975             975                 -
Common Stock Issued to Non-Employees for Services                          26,000          26,000                 -
Compensation Cost for Non-Employee Options                                 25,000         (52,000)           77,000
Change in Working Capital Accounts:
Accrued Salaries                                                          400,000         400,000                 -
Prepaid Expenses                                                                -               -             1,250
Accounts Payable                                                           19,305          11,149             8,100
Interest Payable                                                          111,088          53,201            45,525
Payable to Sterling International                                          50,000          50,000                 -
Rent and Other Expenses Payable to Related Parties                         14,835           7,480             3,824
                                                                ----------------------------------------------------
Net cash used in operating activities                                    (141,197)        (61,484)           (7,650)
                                                                ----------------------------------------------------


Financing Activities
Sale of Common Stock for Cash                                              81,460          75,000                 -
Loans from Related Parties                                                376,848           8,715           111,500
Payment of Loans from Related Parties                                     (25,333)        (17,000)                -
                                                                ----------------------------------------------------
Net cash provided by financing activities                                 432,975          66,715           111,500
                                                                ----------------------------------------------------

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

Change in Cash                                                              5,278           5,231              (650)
                                                                ----------------------------------------------------

Cash at Beginning of Period                                                     -              47               697
                                                                ----------------------------------------------------

Cash at End of Period                                                     $ 5,278         $ 5,278              $ 47
                                                                ----------------------------------------------------

Supplemental Disclosure of Cashflow Information
Cash Paid for Interest                                                    $ 1,582         $ 1,582               $ -
                                                                ----------------------------------------------------

Non-cash investing and financing activities
Common stock issued as payment of loans to related parties                $ 2,025         $ 2,025               $ -
                                                                ----------------------------------------------------

</TABLE>

The accompanying notes are an integral part of the financial statements.



                                       18
<PAGE>
                                  Centrex, Inc.
                          (A Development Stage Company)

                       Statements of Shareholders' Equity
           From Inception (October 6, 1998) through December 31, 2001
<TABLE>

                                                                                                              Deficit
                                                                                                          Accumulated
                                                                                    Common                 During the
                                                Preferred      Common       Par      Stock     Paid In    Development
                                                    Stock       Stock     Value    Subscr.     Capital          Stage          Total
                                                ------------------------------------------------------------------------------------
<S>                                             <C>         <C>          <C>    <C>            <C>        <C>              <c>

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

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

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

</TABLE>

The accompanying notes are an integral part of the financial statements.




                                       19
<PAGE>

                                  Centrex, Inc.
                          (A Development Stage Company)

                          Notes to Financial Statements
         From    Inception (October 6, 1998) Through December 31, 2001 and For
                 the Years Ended December 31, 2001 and 2000


Note 1--Organization and Summary of Significant Accounting Policies

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

Development Stage Operations
The Company was incorporated on October 6, 1998, under the laws of the state of
Oklahoma. Since inception, the Company's primary focus has been raising capital
and developing the E.coli detection system.

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

Compensation of Officers and Employees
For the period from inception through March 31, 2001, the Company's officers and
other employees served without pay or other non-equity compensation. Effective
April 1, 2001, the Company began accruing compensation pursuant to employment
agreements. For the year ended December 31, 2001 and 2000, and for the period
from inception (October 6, 1998) to December 31, 2001, the Company recorded
$600,000, $17,600 and $640,125, respectively, as compensation expense.

Stock-based Compensation
The Company accounts for stock-based compensation  arrangements for employees in
accordance with Accounting  Principles Board ("APB") Opinion No. 25, "Accounting
for Stock Issued to Employees,"  and complies with the disclosure  provisions of
SFAS No.  123,  "Accounting  for  Stock-Based  Compensation."  Under APB No. 25,
compensation  expense is based on the difference,  if any, on the date of grant,
between  the fair  value of the  Company's  stock and the  exercise  price.  The
Company  accounts  for stock  issued to  non-employees  in  accordance  with the
provisions of SFAS No. 123 and the Emerging Issues Task Force Consensus in Issue
No. 96-18.

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

New Accounting Standards
The Company adopted SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" during the first quarter of 2001. Through December 31, 2001,
the Company did not engage in hedging activities or transactions involving
derivatives.

                                       20
<PAGE>

In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141, "Business Combinations," which supersedes APB Opinion No. 16, "Business
Combinations," and SFAS No. 38, "Accounting for Pre-acquisition Contingencies of
Purchased Enterprises." The provisions of the Statement apply to all business
combinations initiated after June 30, 2001. SFAS No. 141 requires that all
business combinations be accounted for by the purchase method of accounting.
This method requires the accounts of an acquired institution to be included with
the acquirer's accounts as of the date of acquisition with any excess of
purchase price over the fair value of the net assets acquired to be capitalized
as goodwill. The Statement also requires that the assets of an acquired
institution be recognized as assets apart from goodwill if they meet specific
criteria presented in the Statement. The Statement ends the use of the
pooling-of-interests method of accounting for business combinations, which
required the restatement of all prior period information for the accounts of the
acquired institution. The Company will account for all mergers and acquisitions
initiated after June 30, 2001, using the purchase method.

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 is currently evaluating the impact of
SFAS No. 142 on its financial statements.

SFAS No. 143 requires that entities record as a liability obligations associated
with the retirement of a tangible long-lived asset when such obligations are
incurred, and capitalize the cost by increasing the carrying amount of the
related long-lived asset. SFAS No. 143 will be effective for fiscal years
beginning after June 15, 2002, however, earlier application is encouraged. The
Company, which will adopt SFAS No. 143 on January 1, 2002, does not expect a
material impact from the adoption of SFAS No. 143 on its financial statements.

In August 2001, the FASB issued SFAS No. 144,  "Accounting For The Impairment Or
Disposal Of Long-Lived Assets". SFAS No. 144 supersedes SFAS No. 121, Accounting
For The Impairment Of Long-Lived Assets And For Long-Lived Assets To Be Disposed
Of, and APB Opinion No. 30, "Reporting The Results Of Operations - Reporting The
Effects Of Disposal Of A Segment Of A Business,  And Extraordinary,  Unusual And
Infrequently  Occurring  Events And  Transactions".  SFAS No. 144 establishes an
accounting  model based on SFAS No. 121 for long-lived  assets to be disposed of
by sale,  previously  accounted for under APB Opinion No. 30. This  Statement is
effective for fiscal years beginning after December 15, 2001. The Company, which
will adopt SFAS No.  144 on January 1, 2002,  does not expect a material  impact
from the adoption of SFAS No. 144 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 not established sources of revenues sufficient to fund the
development of business and pay operating expenses, resulting in a cumulative
net loss of $1,574,815 for the period from inception (October 6, 1998) to
December 31, 2001, and a net loss of $932,836 and $395,766 for the years ended
December 31, 2001 and 2000, respectively. Management intends to provide the
necessary development and operating capital through sales of its common stock
and its products, if successfully developed. At December 31, 2001, the Company
was unable to pay its obligation to the University. The University has suspended
product research and development until the obligation is paid. Though no formal
approval by the EPA is required before the Company's products, if successfully
developed, can be sold in the U.S., the Company hopes to enhance the
marketability of its products by obtaining an endorsement, as a viable E.coli
detection method, by the EPA. To obtain such endorsement the Company will have
to prove efficacy to the Agency's satisfaction in one or more demonstration
projects. The ability of the Company to continue as a going concern during the
next year depends on the successful completion of the Company's capital raising
efforts to complete the development of its products. The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.


                                       21
<PAGE>


On November 19, 2001, in the district court of Tulsa County, Quasar Irrevocable
Trust filed a petition against the Company demanding payment for outstanding
loans due from Centrex, Inc. At December 31, 2001, these loans totaled $21,883
with accrued interest in the amount of $8,404 and are included as current
liabilities in the accompanying balance sheet. The Company is working to resolve
this dispute and believes that the outcome will not have a material effect on
the financial statements of the Company.

Note 3--E.coli Measurement Systems, Inc. Merger

On June 7, 1999, the Company completed an Agreement and Plan of Merger with
E.coli Measurement Systems, Inc., a Florida corporation ("EMSI"), whereby the
Company issued 540,000 shares of its common stock for all the issued and
outstanding common stock of EMSI to UTEK Corporation ("UTEK"), the sole
shareholder of EMSI. EMSI ceased to exist by reason of the merger, and the
assets and liabilities of EMSI became assets and liabilities of Centrex. The
assets of EMSI were an exclusive license agreement and a sponsored research
agreement, each with the University of California ("the University"), to develop
and market a system to detect microbial contamination in food and water. The
University conducts research and development at Los Alamos National Laboratory
("LANL") for the U.S. Department of Energy. The liabilities of EMSI were to pay
the University $7,000 for the exclusive license and $410,000 over a 21 month
period to develop the detection system. Centrex paid the license fee in full on
June 1, 1999. As of December 31, 2001, the Company has paid $279,500 of the
$410,000 Sponsored Research obligation.

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

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

Note 4--Safe Water Technologies, Inc. Merger

Effective September 27, 1999, the Company completed an Agreement and Plan of
Merger with Safe Water Technologies, Inc., a Florida corporation ("SWT"),
whereby the Company agreed to issue 950,000 shares of its common stock for all
the issued and outstanding common stock of SWT. The majority shareholders of
SWT, UTEK Corporation and the University of South Florida Research Foundation,
received 684,000 and 190,000 shares of Centrex common stock, respectively. The
remaining 76,000 shares of Centrex common stock was issued to a non-affiliated
individual shareholders of SWT. As of December 31, 2001, UTEK Corporation owned
1,584,000 shares, or 10%, of the common stock of Centrex.

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

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


                                       22
<PAGE>


Note 5--Licensed Technologies

On June 1, 1999, the Company paid $7,000 in cash to the University of California
for the exclusive worldwide license to develop and market the E.coli detection
system. The exclusive license is being amortized over 17 years using the
straight-line method. At December 31, 2001, accumulated amortization was $1,064.

The cost of the exclusive worldwide license to market the Cryptosporidium
detection system is being amortized over 17 years using the straight-line
method. At December 31, 2001, accumulated amortization was $144.

Note 6--Sponsored Research Agreement

As of December 31, 2001, the Company has paid $279,500 of its $410,000
obligation to the University under the terms of a Sponsored Research Agreement.
The University is conducting its research at LANL. The Sponsored Research
Agreement specifies that scientists at LANL will develop a prototype detection
system during the 21-month contract period. The Sponsored Research Agreement was
amortized over 21 months using the straight-line method, with amortization cost
recorded as research and development expense. Amortization for the years ended
December 31, 2001 and 2000, totals $39,048 and $234,286, respectively. At
December 31, 2001, the asset was fully amortized.

Note 7--Payable to University of California

On June 1, 1999, the Company agreed to pay for the $410,000 Sponsored Research
Agreement with the University of California over a period of 21 months. As of
December 31, 2001, the Company owed the University $130,500. The Company is not
in compliance with the Sponsored Research Agreement because its payments to the
University are not current. The Company has had verbal discussions with the
University about the payments, but no written agreement to extend the payment
terms has been signed. According to the terms of the License, the University of
California has the right to terminate the license for non-payment of the
Sponsored Research Agreement however, the Company has not received such notice.

Note 8- Related Party Transactions

The Company's officers, directors and employees may also be officers, directors
and employees of other companies. The Company shares staff, office space and
other administrative expenses with these other companies and from time to time
borrows from and makes cash advances to the other companies. The existence of
the common control and transactions with the related companies could result in
operating results or financial position of the Company being significantly
different from that if the Company were autonomous.

Since inception, the Company's activities have been funded mainly by loans from
its shareholders. At December 31, 2001, the following amounts were payable:

         Rent and Other Expenses Payable to Related Parties     $   14,835
         Notes Payable to Shareholders and Related Parties         349,490
         Accrued Interest- Notes Payable to Shareholders           111,088

Rent and Other Expenses Payable to Related Parties
Centrex's executive office is leased from the Oklahoma National Bank, a
non-affiliated company, under the terms of a lease agreement that expires May
31, 2002. The office is shared with other companies in which Centrex's sole
officer and director and its employees may be officers, directors and/or
employees. Centrex's share of the $3,000 per month lease payment is
approximately $600 per month.


                                       23
<PAGE>

Notes Payable to Shareholders
During the year ended December 31, 2001, the Company repaid $17,000 and accrued
interest of $1,582 to Gifford Mabie, the Company's sole officer and director.
The following table provides details about the notes payable to shareholders at
December 31, 2001. Each note is an unsecured obligation of the Company:

<TABLE>
                                                                                         Principal           Accrued
                                                                            Default        Balance          Interest
                                   Date of   Principal Interest             Interest    Payable at           Payable
              Payee                 Note      Amount      Rate    Due Date     Rate       12/31/01       at 12/31/01
              -----                 ----      ------      ----    --------     ----       --------       -----------
<S>                               <C>          <C>       <C>     <C>           <C>        <C>            <C>
Investor  Relations Corp (a)      04/12/99       $7,000   12%     04/12/00     16%          $7,000*           $2,532
Quasar Trust (b)                  06/01/99      $20,834   12%     12/31/99     16%         $20,833*           $8,135
Rhonda Vincent (c)                06/01/99      $20,834   12%     12/31/99     16%         $20,434*           $8,131
Vicki Pippin (c)                  06/01/99      $20,833   12%     12/31/99     16%         $20,458*           $8,131
Thomas Coughlin (c)               06/01/99      $20,833   12%     12/31/99     16%         $20,434*           $8,131
Morgan-Phillips, Inc.(d)          06/01/99      $20,833   12%     12/31/99     16%         $20,833*           $8,135
Mabie Childrens' Trust (e)        06/01/99      $20,833   12%     12/31/99     16%         $20,833*           $8,135
Gifford Mabie (f)                 08/24/99      $52,500   12%     08/24/00     16%         $51,650*          $17,679
Investor Relations Corp.          11/12/99      $19,550   12%     11/12/00     16%         $19,550*           $5,900
Morgan-Phillips, Inc.             12/07/99      $35,069   12%     12/07/00     16%         $35,069*          $10,200
Morgan-Phillips, Inc.             12/23/99       $9,181   12%     12/23/00     16%          $9,181*           $2,606
Investor Relations Corporation    02/23/00      $17,000   12%     02/23/01     16%         $17,000*           $4,363
Rhonda Vincent                    02/23/00      $36,450   12%     02/23/01     16%         $36,450*           $9,355
Quasar Trust                      02/23/00       $1,050   12%     02/23/01     16%          $1,050*             $270
Rhonda Vincent                    03/15/00       $5,000   12%     02/23/01     16%          $5,000*           $1,238
Vicki Pippin                      05/01/00      $17,500   12%     05/01/01     16%         $17,500*           $3,972
Vicki Pippin                      05/08/00      $17,500   12%     05/08/01     16%         $17,500*           $3,918
Investor Relations Corporation    02/08/01       $2,400   12%     02/08/02     16%          $2,400              $257
                                                                                      -------------  ----------------
                                                                                          $343,175          $111,088
                                                                                      -------------  ----------------
</TABLE>

*    These notes are in default because payment was not made by the due date.
     The total principal balance in default at December 31, 2001, was $340,775.
     This balance now accrues interest at 16% annually.

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

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

(c)  Employee of Centrex as of December 31, 2001.

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

(e)  Mabie Childrens' Trust is an irrevocable trust established for the benefit
     of the children of Gifford and Sheryl Mabie. The trustee of the Mabie
     Childrens' Trust is Kay Bridger-Riley.

(f)  Mr. Mabie was the sole officer and director of Centrex  through January 31,
     2002.


                                       24

<PAGE>


Note 9--Commitments and Contingencies

Consulting Agreement with Sterling International, Inc.
On July 27, 2001, the Company entered into a one year consulting agreement with
Sterling International, Inc. The agreement calls for Sterling to coordinate
product development, conduct market research, develop manufacturing and
distribution alliances, build pricing structure, conduct promotional activities
and, if the product is ready to be sold, to develop and manage operating
budgets, coordinate product delivery and customer service. The Company agreed to
pay Sterling a fee of $25,000 upon signing the agreement, and a management fee
of $10,000 per month commencing August 1, 2001, and continuing through the term
of the agreement. The Company also agreed to reimburse Sterling for all
reasonable out of pocket business expenses. In connection with the consulting
agreement, Sterling was granted options to purchase up to 1,342,500 shares of
Centrex common stock at par value $0.001 per share. The options become vested in
stages upon the achievement of certain performance milestones. The performance
milestones and the compensation cost recorded by the Company in connection with
the option grant are described in Note 11 of the notes to financial statements.

Future Royalty Obligations Under Exclusive License Agreements

         E.coli detection system
         The Company agreed to pay the University of California a royalty equal
         to three and one half percent (3.5%) of net sales of products using the
         E.coli detection system, and any additions, extensions and improvements
         thereto; an annual license fee of $2,500 payable in advance on January
         2 for each year the license agreement is in effect; and 50% of other
         payments, including sublicense issue and annual fees received from
         sublicensee(s) in consideration for the licensed invention. The royalty
         obligation will expire after the expiration of the last to expire
         patent that covers the licensed intellectual property. If a U.S. patent
         is not issued, the Company intends to renegotiate with the University
         of California for a licensing term of at least 17 years, the normal
         life of U.S. patent.

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

Status of U.S. and Foreign Patent Protection

         E.coli detection system-Patent Pending

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

         E.coli detection system- Proprietary Formula

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


                                       25
<PAGE>


         Cryptosporidium detection system- Patent

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

         Cryptosporidium detection system- Proprietary Computer Algorithm

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


Rent Expense
The Company's executive office is leased from a third party under the terms of a
lease agreement that expires May 31, 2002. The office is shared with other
companies in which Centrex's sole officer and director and employees may be
officers, directors and/or employees. For the years ended December 31, 2001 and
2000, the Company recorded $7,942 and $3,568 respectively, for rent expense. The
minimum annual lease payments pursuant to the lease agreement and the Company's
estimated share are scheduled as follows:

        For the Periods Ended     Minimum Annual Lease   Company's Estimated
                  December 31                 Payments                 Share
  ---------------------------- ------------------------ ---------------------
             2002                              $10,305               $ 2,061

Note 10--Common Stock and Paid in Capital

Common Stock Transactions

On October 6, 1998, the Company issued 6,100,000 shares of its common stock at
par value, $0.001 per share, to nine purchasers for $6,100 in subscriptions.
During 1999, the subscriptions were paid in full in cash.

On June 7, 1999, the Company issued 540,000 shares of common stock at par value,
$0.001 per share, to UTEK, the sole shareholder of EMSI, in exchange for 100% of
the outstanding common stock of EMSI. As a result of the transaction, Centrex
acquired the exclusive worldwide rights to the E.coli detection technology (See
Note 3 "E.coli Measurement Systems, Inc. Merger" for details).

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

On September 17, 1999, the Company issued 950,000 shares of its common stock at
par value, $0.001 per share, to the three shareholders of SWT in exchange for
100% of the outstanding common stock of SWT. As a result of the transaction, the
Company acquired the exclusive worldwide rights to the cryptosporidium detection
technology (See Note 4 "Safewater Technologies, Inc. Merger" for more details.)
The three shareholders of SWT were UTEK, University of South Florida and Flo
Hassell, an individual. They received 684,000 shares, 190,000 shares and 76,000
shares of the Company's common stock, respectively.

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

                                       26
<PAGE>


exercise  price of $0.50  per  share  for a period  of ten  years.  The  Company
recorded  compensation  cost of $0 in connection with the option grant. See Note
11. "Stock Options."

On May 17, 2001, the Company sold 1,000,000 shares of its common stock at $0.10
per share to an accredited non-affiliated shareholder for $50,000 in cash and a
secured promissory note for $50,000 due on or before January 3, 2002. The
promissory note bears interest at a rate of 8% per year until the note is due
and at a rate of 12% per year after January 3, 2002. The note is secured by
500,000 shares of common stock of the Company.

On July 19, 2001, the Company issued 3,350,000 shares of its common stock valued
at $0.10 per share to employees and consultants pursuant to an S-8 registration
statement. The Company recorded compensation cost of $335,000. The fair value of
$0.10 per share was based on previous share issuances to third party investors.

On July 27, 2001, in connection with the Sterling International, Inc. consulting
agreement, Sterling was granted options to purchase up to 1,342,500 shares of
Centrex common stock valued at $0.10 per share. The options become vested in
stages upon the achievement of certain performance milestones. The performance
milestones and the compensation cost recorded by the Company in connection with
the option grant are described in detail in Note 11.

On August 8, 2001, the Company sold 100,000 shares of its common stock to an
accredited investor for $25,000 in cash.

On October 15, 2001, the Company issued 260,000 shares of its common stock to a
consultant as payment for services valued at $26,000. The shares were valued
using $0.10, which is the price used for similar transactions.

On December 11, 2001, the employees of Centrex, Inc. exercised options for
3,000,000 shares of the Company's common stock. The exercise price was par value
of $0.001 per shares in accordance with Employee Stock Option Agreements. The
option exercise price was paid by cancellation of a portion of outstanding loans
owed to the individual employees by Centrex, Inc.

Description of Capital Stock

Centrex is authorized to issue 45,000,000 Shares of common stock, par value
$0.001 per share, of which 15,660,000 shares were outstanding as of December 31,
2001. Centrex is also authorized to issue 5,000,000 Shares of Preferred Stock,
par value $0.001 per share, of which there are no shares presently outstanding.
There is no present intent to issue any Preferred Stock.

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

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

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

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

                                       27
<PAGE>


Note 11--Stock Options

On November 1, 1998, the Board of Directors and shareholders approved the
adoption of the Centrex Inc. 1998 Incentive Stock Option Plan (the "Plan"),
pursuant to which 3,000,000 shares of common stock were reserved. Stock options
granted under the Plan expire ten years from the date of grant. As of December
31, 2001, no options were outstanding.

Options Granted to Non-Employees
As consideration for the termination of his employment agreement (see Note 10),
the Board granted Mr. Puryear options to purchase up to 350,000 shares of common
stock at an exercise price of $0.50 per share. The options expire September 30,
2010. The exercise price was greater than the fair value of the Company's common
stock, as determined by the Board, on the date of grant. The Company recorded $0
as compensation cost related to the option grant. Compensation cost was based on
an estimated fair value of $0.001 per share. The estimated fair value was
calculated using the Black-Scholes option pricing model with the following
assumptions: exercise price of $0.50 per share; stock price of $0.001 per share;
risk-free interest rate of 6.0%; expected dividend yield of 0.0; expected life
of ten years; and estimated volatility of 0.0.

On July 27, 2001, in connection with the Sterling International, Inc. consulting
agreement, Sterling was granted options to purchase up to 1,342,500 shares of
Centrex common stock at par value $0.001 per share. The options become vested in
stages upon the achievement of performance milestones as follows: 1)Upon
execution of the consulting agreement, 250,000 options vested, 2) Upon
acceptance by the Board of Directors of a marketing plan, 250,000 options will
vest, 3) Upon production of a product for commercial use, 250,000 options will
vest, 4) If more than $1,000,000 in product sales are achieved, 250,000 options
will vest, and 5) Upon the first quarter of profitable operations, 342,500
options will vest. Compensation cost will be recorded when the options vest. On
July 27, 2001, the Company recorded $25,000 in compensation cost in connection
with the 250,000 options that vested upon signing of the consulting agreement.
Compensation cost was calculated using the Black-Scholes option pricing model
with the following assumptions: exercise price of $0.001 per share; stock price
of $0.10 per share; risk-free interest rate of 6.0%; expected dividend yield of
0.0%; expected life of 5 years; and estimated volatility of 0.0%. The stock
price was based on previous share issuances to third party investors.

<TABLE>

                                                                        Year Ended December 31, 2001
                                                                    -------------------------------------
                                                                                        Weighted Average
                                                                                          Exercise Price
                                                                              Shares
                                                                    ----------------- -------------------
        <S>                                                              <C>                      <C>
         Non-Employees
         Outstanding, December 31, 2000                                     350,000                $0.50
         Granted to Sterling International                                1,342,500               $0.001
         Exercised                                                              ---                  ---
         Forfeited                                                              ---                  ---
                                                                    -----------------
                                                                    -----------------
         Outstanding, December 31, 2001                                   1,692,500               $0.10
                                                                    -----------------
                                                                    -----------------
         Exercisable, December 31, 2001                                     600,000               $0.29
                                                                    -----------------
                                                                    -----------------
         Weighted  average  fair value of
         options  granted  during period                                      $0.10
                                                                    -----------------
</TABLE>

The following table summarizes information about stock options outstanding at
December 31, 2001:

<TABLE>

NON-EMPLOYEES:
                                          Options Outstanding                  Options Exercisable
                                ------------------------------------------ ------------------------------
                                                    Weighted
                                                     Average     Weighted                       Weighted
                                       Number      Remaining      Average         Number         Average
         Range of exercise        Outstanding    Contractual     Exercise    Exercisable  Exercise Price
         prices                   at 12/31/01           Life        Price    at 12/31/01
         ---------------------- -------------- -------------- ------------ -------------- ---------------
        <S>                       <C>                  <C>         <C>         <C>                <C>

         $0.001-$0.50              1,692,500            5.58       $0.10        600,000           $0.29
</TABLE>

                                       28
<PAGE>

Note 12--Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. For the year ended
December 31, 2001, 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, 2001
                                                      --------------------------

       Net operating loss carryforward                                 $254,345
       Temporary differences                                              8,752
       Valuation allowance for deferred tax asset                     $(263,097)
                                                      --------------------------

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


Note 13--Subsequent Events

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 an
answer and counterclaim against the Company and the other plaintiffs alleging,
among other things, breach of contract, breach of fiduciary duty, tortious
interference and conversion. The Company believes that the defendant's claims
are without merit and intends to vigorously defend against such claims.

On February 1, 2002, as reported in the Company's filing on Form 8-K, Gifford
Mabie resigned as the Company's sole officer and director.  Dr. Thomas Coughlin,
Jr. was appointed as the new sole officer and director.

                                       29

<PAGE>

                                    PART III

Index to and Description of Exhibits
<TABLE>

Exhibit Number
                                                   Description of Exhibit
---------------- --------------------------------------------------------------------------------------------
<S>              <C>
2.1 *            Certificate of Incorporation dated October 6, 1998
2.2 *            Bylaws of the Registrant Adopted October 6, 1998
3.1 *            Form of Common Stock Certificate
4.2 **           Centrex Inc.'s First Amended Employee Incentive Stock Option Plan
6.1 *            License  Agreement  between  E.  coli  Measurement  Systems,  Inc.  and the  University  of
                 California dated February 18, 1999, as modified
6.2 *            License  Agreement  between  Safe Water  Technologies,  Inc.  and the  University  of South
                 Florida Research Foundation dated September 22, 1999
6.3 *            Funds-In  Agreement  between  E. coli  Measurement  Systems,  Inc and Los  Alamos  National
                 Laboratory Dated February 17, 1999
6.4 *            Investor   Relations  Services  Agreement  and  Option  Agreement  between  Registrant  and
                 Morgan-Phillips, Inc.
6.5 *            Form of Indemnification Agreement
6.6 *            Centrex, Inc. 1998 Stock Option Plan dated November 1,1998
6.7 *            Employment Agreement between Registrant and James W. Puryear dated November 1, 1999
6.8 *            Novation Agreement dated April 27, 1999
8.1 *            Agreement and Plan of Merger  between  Registrant  and E. coli  Measurement  Systems,  Inc.
                 dated March 15, 1999
8.2 *            Certificate of Merger dated June 7, 1999
8.3 *            Agreement and Plan of Merger  between  Registrant and Safe Water  Technologies,  Inc. dated
                 September 17, 1999
8.4 *            Certificate of Merger dated September 24, 1999
10.1 ****        Consulting Agreement with Sterling International, Inc.
23.0 ****        Consent of Tullius Taylor Sartain and Sartain LLC
99.1 ***         Press release dated February 1, 2002
</TABLE>

   * Filed with Amended Form 10-SB, filed March 23, 2001
  ** Filed with S-8 Registration Statement Filed November 21, 2001
 *** Filed with Form 8-K filed February 5, 2002
**** Filed as an exhibit to this Form 10-KSB

                                       30

<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.
                            Sole Officer and Director

April 1, 2002

                                       31