AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2001
REGISTRATION NO. 33-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
E-REX, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 88-0292890
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
11645 BISCAYNE BOULEVARD, SUITE 210
MIAMI, FLORIDA 33181
(Address of Principal Executive Offices, Including Zip Code)
____________________
Consulting Agreements
(Full Title of the Plan)
____________________
Carl E. Dilley
11645 Biscayne Boulevard, Suite 210
Miami, Florida 33181
(305) 895-3350
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Brian A. Lebrecht, Esq.
The Lebrecht Group, APLC
22342 Avenida Empresa, Suite 230
Rancho Santa Margarita, California 92688
(949) 635-1240
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CALCULATION OF REGISTRATION FEE
Title of Securities . . Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered. . . . Registered Offering Price per Share(1) Aggregate Offering Price Registration Fee
----------------------- ------------ ---------------------------- ------------------------- -----------------
Common Stock,
par value $0.001(2) . . 499,524 $ 0.035 $ 17,483.34 $ $ 4.62
----------------------- ------------ ---------------------------- ------------------------- -----------------
TOTAL REGISTRATION FEE. 499,524 $ 0.035 $ 17,483.34 $ $ 4.62
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based on the closing price
as reported by the NASDAQ Over-The-Counter Bulletin Board on
September 24, 2001.
(2) Represents shares of Common Stock to be issued to consultants of the
Company.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the Agreements
between E-Rex, Inc. ("E-Rex" or "Registrant") and each of Jonathan Keane and
Torsten Prochnow required by Item 1 of Form S-8 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
statement of availability of registrant information, employee benefit plan
annual reports and other information required by Item 2 of Form S-8 will be sent
or given to participants as specified in Rule 428. In accordance with Rule 428
and the requirements of Part I of Form S-8, such documents are not being filed
with the Securities and Exchange Commission (the "Commission") either as part of
this registration statement on Form S-8 (the "Registration Statement") or as
prospectuses or prospectus supplements pursuant to Rule 424. E-Rex will
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, E-Rex shall furnish to the Commission or its staff a copy or
copies of all of the documents included in such file.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference in this
Registration Statement:
(i) The Registrant's Annual Report dated May 17, 2001 on Form 10-KSB
filed with the Commission on May 18, 2001.
(ii) The Registrant's Quarterly Report Dated August 7, 2001 on Form
10-QSB filed with the Commission on August 8, 2001.
(iii) All other reports and documents previously and
subsequently filed by the Registrant before and after the date of
this Registration Statement pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934 and prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date
of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will be
passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.
Mr. Brian A. Lebrecht, principal of The Lebrecht Group, APLC, is the beneficial
owner of 183,727 shares of Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification of the Company's Directors for liabilities and expenses that
they may incur in such capacities. In general, Directors and Officers are
indemnified with respect to actions taken in good faith in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company, and
with respect to any criminal action or proceeding, actions that the indemnitee
had no reasonable cause to believe were unlawful. Furthermore, the personal
liability of the Directors is limited as provided in the Company's Articles of
Incorporation.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Shares were issued for consulting and legal services rendered. These sales
were made in reliance on the exemption from the registration requirements of the
Securities Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions not involving any public offering or not involving any "offer" or
"sale".
ITEM 8. EXHIBITS
3.1 Articles of Incorporation of the Registrant, as amended
(incorporated by reference).
3.2 Bylaws of the Registrant (incorporated by reference).
5.1 Opinion of The Lebrecht Group, APLC
10.1 Agreement between E-Rex and Jonathan Keane dated
September 18, 2001.
10.2 Agreement between E-Rex and Torsten Prochnow dated August 24,
2001.
23.1 Consent of The Lebrecht Group, APLC (included in Exhibit 5.1).
23.2 Consent of Gately & Associates, LLC, Certified Public
Accountants.
___________________
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section 10(a) (3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the registration statement or any material change
to such information in the registration statement;
provided, however, that paragraphs (a) (1)(i) and (a)
(1) (ii) do not apply if the registration statement is
on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports
filed with or
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furnished to the Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's Annual Report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on September 24, 2001.
E-Rex, Inc.
/s/ Carl Dilley
______________________________
By: Carl Dilley
Its: President & Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ Donald A. Mitchell
_____________________________ Chairman of the Board
Donald A. Mitchell
/s/ Jeffrey M. Harvey
_____________________________ Treasurer and Director
Jeffrey M. Harvey
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