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

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CENTREX, INC.
(Exact name of small business issuer in its charter)

Oklahoma 0-32021 73-1554121
-------- ------- ----------
(State of incorporation) (SEC File No.) (IRS Employer ID No.)

9202 South Toledo Avenue
Tulsa, Oklahoma 74137
(Address of Principal Executive Offices and Zip Code)

2002 Non-Qualified Stock Option Plan of Centrex, Inc.
and
Common Stock and Options Issued Pursuant to Consulting Agreements

Ronald C. Kaufman
Kaufman & Associates
624 South Boston, 10th Floor
Tulsa, Oklahoma 74119
(918) 584-4463
(Name, address and telephone number of agent for service)

With Copy To:
Ronald C. Kaufman
Kaufman & Associates
624 South Boston, Suite 1070
Tulsa, Oklahoma 74119
(918) 584-4463

Proposed Proposed
Amount Maximum Maximum
to be Offering Aggregate Amount of
Registered Price per Offering Registration
Title of Securities to be Registered (5) Share (3) Price Fee (4)
- ---------------------------------------------------------------------- ------------ ------------ -------------- ---------------
Common Stock, $0.001 par value, pursuant to the 2002 Non-Qualified
Stock Option Plan of Centrex, Inc................................ 5,000,000 $0.42 $2,100,000 $193.20
Common Stock, $0.001 par value, issued pursuant to consulting
agreement........................................................ 100,000 (1) $0.42 $42,000 $3.86
Common Stock, $0.001 par value, upon exercise of options issued
pursuant to consulting agreements................................ 250,000 (2) $0.42 $105,000 $9.66
---------------
$206.72
---------------

(1) Represents shares of common stock being offered for sale by selling
security holders. These shares were acquired in transactions exempt from
registration. See "Selling Security Holders".

(2) Represents shares of common stock to be issued upon exercise of options by
selling security holder. See "Selling Security Holders."

(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
Pursuant to Rule 457(h), this estimate is based on the average high/low
price of Centrex, Inc. common stock on August 28, 2002.

(4) Fees are calculated by multiplying the aggregate offering price by .000092
pursuant to Section 6(b) of the Securities Act.

(5) Pursuant to Rule 416, this registration statement also covers such
additional shares of our common stock as may be issued by reason of stock
splits, stock dividends or similar transactions.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information required in Part I of this
registration statement pertaining to shares of our common stock to be issued
upon exercise of options under the 2002 Non-Qualified Stock Option Plan of
Centrex, Inc. will be sent or given to you as required by Rule 428 under the
Securities Act of 1933. Such documents are not being filed with the SEC in
accordance with the requirements of Part I of Form S-8, but constitute (along
with the documents incorporated by reference into this registration statement
pursuant to Item II hereof) a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933.

PROSPECTUS

CENTREX, INC.
9202 South Toledo Avenue
Tulsa, OK 74137
(918) 494-2880

THE OFFERING

This prospectus covers the offering and sale of up to 100,000 shares of
common stock by the Selling Security Holders and up to 250,000 additional shares
of common stock to be issued upon the exercise of options by certain Selling
Security Holders.

The Selling Security Holders may sell their common stock from time to time
in the over-the-counter market at the prevailing market price or in negotiated
transactions. We will receive no proceeds from the sale of common stock by the
Selling Security Holders, however, if the Selling Security Holders exercise
their options, we will receive up to $75,000 from such exercise.

Our common stock is quoted over-the-counter under the symbol "CNEX". On
August 28, 2002, the average of the high and low prices of the common stock was
$0.42 per share.

THIS INVESTMENT involves a high degree of risk. You should invest in the
common stock only if you can afford to lose your entire investment. See "Risk
Factors" beginning on page 8 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

The date of this prospectus is August 29, 2002

Please read this prospectus carefully. It describes our company, finances,
products and services. Federal and state securities laws require that we include
in this prospectus all the important information that you will need to make an
investment decision.

You should rely only on the information contained or incorporated by
reference in this prospectus to make your investment decision. We have not
authorized anyone to provide you with different information. The Selling
Security Holders are not offering these securities in any state where the offer
is not permitted. You should not assume that the information in this prospectus
is accurate as of any date other than the date on the front page of this
prospectus.

The following table of contents has been designed to help you find important
information contained in this prospectus. We encourage you to read the entire
prospectus.

TABLE OF CONTENTS

PROSPECTUS SUMMARY.........................................................................................3
RISK FACTORS...............................................................................................4
USE OF PROCEEDS...........................................................................................10
DETERMINATION OF OFFERING PRICE...........................................................................10
PLAN OF DISTRIBUTION......................................................................................10
DESCRIPTION OF SECURITIES.................................................................................11
INTEREST OF NAMED EXPERTS AND COUNSEL.....................................................................11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...........................................................12
AVAILABLE INFORMATION.....................................................................................12
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.......................13

PROSPECTUS SUMMARY

Centrex is a development-stage company that owns an exclusive worldwide
license to Single Molecule Detection, a technology developed by Los Alamos
National Laboratory. The technology detects bacteria or virus by matching the
DNA of the bacteria or virus. The Company entered into a research agreement with
Los Alamos in early 1999 to develop a prototype system to detect the deadly form
of E.coli bacteria. As a result of the biological attacks that occurred shortly
after September 11, 2001, the Company requested a proposal from Los Alamos to
re-purpose the technology to detect viral and bacterial agents. The organisms
being considered for detection by the proposed device include all those named in
the validated threat list published by the Defense Intelligence Agency, in
addition to several other potential biowarfare agents. Development of the
proposed device is expected to continue after the Company executes a revised
development agreement with Los Alamos. Upon execution of the revised development
agreement, the Company will be required to pay $142,280 immediately and $35,570
each month thereafter for fifteen months. There is no assurance that the Company
will have sufficient funds to execute the revised development agreement or to
fund the monthly obligation.

Countries worldwide are vulnerable to biological attacks. Early detection
of such an attack offers the best opportunity to quarantine and treat the
affected population. Current detection methods are laboratory based and do not
produce the test results rapidly enough for an effective quarantine should an
attack occur. The lack of an early warning system could allow the spread of
disease that could reach epidemic levels within a short time period.

Centrex believes that potential markets for its proposed device include
commercial air carriers, the United States Postal Service, Federal office
buildings, commercial office buildings, military, state and local government
buildings, sports facilities, and shipping terminals.

RISK FACTORS

You should carefully consider each of the risks and uncertainties
described below and all the other information contained in this prospectus
before deciding to invest in shares of our common stock. The trading price of
our common stock could decline if any of the following risks and uncertainties
develop into actual events, and you may lose all or part of the money you paid
to buy our common stock.

This prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by use described below and elsewhere in this
prospectus.

RISKS RELATED TO OUR TECHNOLOGY

If We Do Not Obtain The Necessary Funds To Execute The Revised Development
Agreement, Los Alamos Can Not Develop Our Planned Product. This Could Have A
Material Adverse Effect On Our Future Prospects

The revised development agreement, whereby Los Alamos will make the
single molecule detection device capable of detecting certain biological warfare
pathogens, requires that the Company pay them $142,280 upon signing of the
revised development agreement and then pay $35,570 per month thereafter for
fifteen months. The Company presently does not have the funds necessary to
execute the revised development agreement or to fund the monthly obligation. If
the Company is not successful in raising the capital necessary to fund the
revised development agreement, then Los Alamos will not begin work to make the
single molecule detection capable of detecting certain biological warfare
pathogens, which could have a material adverse effect on the Company's future
prospects.

Any Significant Delays In Executing The Revised Development Agreement Or Any
Unforseen Development Issues Could Give Competitors The Time To Develop
Technology Similar To Ours And To Introduce A Competing Product Before Our
Product Can Be Commercialized. This Could Harm Our Future Prospects.

According to the revised development proposal, the estimated development
time for our planned product is 18-24 months. Any significant delay in executing
the development agreement or any unforeseen development issues could give
competitors the time to develop technology similar to ours and to introduce a
competing product before our planned product is commercialized. This could harm
our future prospects.

There Is No Guarantee That The Single Molecule Detection Technology Will Work Or
Be Commercially Viable.

Our proposed product requires further research, development, laboratory
testing, demonstration of commercial scale manufacturing, and possibly
regulatory approval before the proposed product can be proven to be commercially
viable. Potential products that appear to be promising at early stages of
development may not reach the market for a number of reasons. Such reasons
include the possibilities that the potential product may be ineffective, or
unsafe, or difficult or uneconomical to manufacture on a large scale, fail to
achieve market acceptance or are precluded from commercialization by proprietary
rights of third parties. We cannot predict with any degree of certainty when, or
if, the research, development, testing, and/or regulatory approval process (if
required) will be completed. Our product development efforts may be
unsuccessful. The failure of our research and development activities to result
in a commercially viable product would materially adversely affect our future
prospects.

If A U.S. Patent for the Single Molecule Detection Technology Is Not Issued,
Competitors Will Be Able To Copy and Sell Products Similar To Ours Without
Paying A Royalty. This Could Have A Materially Negative Effect On Our Ability to
Compete.

The single molecule detection method is owned by the University of
California. On December 3, 1999 they filed a U.S. patent application covering
the technology. The Company has learned that the University received an initial
ruling by the U.S. Patent & Trademark Office rejecting the claims in the patent
application, however, we believe that the University has filed an appeal. The
appeals process is lengthy and there is no assurance that the appeal will be
successful or that a U.S. patent will be issued. The

University of California has also filed patent applications in Canada, Europe,
and Japan. No patents have been issued and there is no assurance that any will
be issued. If a U.S. patent is not issued, then we have no protection for the
technology for our primary geographic market. If our planned product is
commercialized, the lack of U.S. or foreign patent protection could allow
competitors to copy and sell products similar to our without paying a royalty.
This could negatively affect our ability to compete.

The Single Molecule Detection Method Is Licensed To Us by A Third Party. If We
Are Unable To Continue To License This Technology,
Our Future Prospects Could Be Harmed.

We license the single molecule detection method from the University of
California. To maintain our license with them we must enter into a development
agreement with the University, pay them $5,000 each year the license is in
effect and pay 3.5% royalties on product sales and 50% of payments received from
sublicensees. Our failure to fulfill any term of the license agreement is
grounds for the University to terminate the license. The technology we license
from them would be difficult to replace. The loss of the technology license
would result in delays in the availability of our planned products until
equivalent technology, if available, is identified, licensed and integrated.
This could harm our future prospects.

Because We Rely On Third Parties for Research and Development Activities
Necessary to Commercialize Our Product, We Have Less Direct Control Over Those
Activities. This Could Have A Materially Adverse Effect On Our Future Prospects.

We do not maintain our own laboratory and we do not employ our own
researchers. We have contracted with third parties in the past to conduct
research and development activities and we expect to continue to do so in the
future. Because we rely on third parties for our research and development
activities, we have less direct control over those activities and can not assure
you that the research will be done properly or in a timely manner, or that the
results will be reproducible. Our inability to conduct research and development
may delay or impair our ability to commercialize the technology. The cost and
time to establish or locate an alternative research and development facility to
develop our technology could have a materially adverse effect on our future
prospects.

If We Are Unable to Adequately Protect or Enforce Our Rights to Intellectual
Property, We May Lose Valuable Rights, Experience Reduced Market Share, If Any,
or Incur Costly Litigation to Protect Such Rights.

We generally require our employees, consultants, advisors and collaborators
to execute appropriate confidentiality agreements with us. These agreements
typically provide that all materials and confidential information developed or
made known to the individual during the course of the individual's relationship
with us is to be kept confidential and not disclosed to third parties except in
specific circumstances. These agreements may be breached, and in some instances,
we may not have an appropriate remedy available for breach of the agreements.
Furthermore, our competitors may independently develop substantial equivalent
proprietary information and techniques, reverse engineer our information and
techniques, or otherwise gain access to our proprietary technology. In addition,
the laws of some foreign countries may not protect our proprietary rights to the
same extent as U.S. law. We may be unable to meaningfully protect our rights in
trade secrets, technical know-how and other non-patented technology.

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

We May Be Sued By Third Parties Who Claim That Our Product Infringes On Their
Intellectual Property Rights. Defending An Infringement Lawsuit Is Costly and We
May Not Have Adequate Resources to Defend. Any Settlement or Judgment Against Us
Could Harm Our Future Prospects.

We may be exposed to future litigation by third parties based on claims
that our technology, product or activity infringes on the intellectual property
rights of others or that we have misappropriated the trade secrets of others.
This risk is compounded by the fact that the validity and breadth of claims

covered in technology patents in general and the breadth and scope of trade
secret protection involves complex legal and factual questions for which
important legal principles are unresolved. Any litigation or claims against us,
whether or not valid, could result in substantial costs, could place a
significant strain on our financial and managerial resources, and could harm our
reputation. Our license agreement with the University of California requires
that we pay the costs associated with initiating an infringement claim and
defending counterclaims by the infringer. In addition, intellectual property
litigation or claims could force us to do one or more of the following:

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

The U.S. Government Retains Certain Rights To The Detection Technology,
Which If Exercised, Could Limit Our Ability To Compete Technologies developed
with funds provided by the United States government have restrictions regarding
where they may be sold and have limits on exclusivity. The technology may only
be allowed to be sold or manufactured within the United States. In addition,
under Section 23 of the United States Code, the U.S. government has the right to
use technologies that it has funded regardless of whether the technology has
been licensed to a third party.

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

RISKS RELATED TO OUR BUSINESS

Because We Have No Products for Sale, We Do Not Generate Revenue, Therefore, Our
Auditors Doubt Our Ability To Continue As A Going Concern

Because the Company's planned product is in the development stage, the
Company has no revenue, earnings or cash flow to be self-sustaining. The
Company's independent accountants have stated in their opinion to the audited
financial statements for the period ended December 31, 2001 that "the Company is
a development stage company with insufficient revenues to fund development and
operating expenses. This condition raises substantial doubt about its ability to
continue as a going concern." Our failure to obtain the funding necessary to
commercialize our planned product will have a material adverse effect on our
business, financial condition, and on the price of our common stock.

We May Have Difficulty Raising Capital When We Need It, Or At All. Raising Such
Capital May Dilute Stockholder Value

Our business currently does not generate any sales from our proposed
product. The Company must complete additional financing initiatives in 2002 to
generate the liquidity necessary to continue its operations. Due to the current
economic conditions, the Company may not be able to secure additional financing
on terms it deems acceptable. If the Company obtains additional funds by selling
any of its equity securities, the percentage ownership of our stockholders will
be reduced, stockholders may experience substantial dilution, or the equity
securities may have rights, preferences or privileges senior to the common
stock. If adequate funds are not available to the Company on satisfactory terms,
the Company may be required to limit or cease its research and development
activities or other operations, or otherwise modify its business strategy, which
could materially harm our business.

We Have A History Of Losses And Expect Future Losses

We have had annual losses since our inception in October 1998. We expect to
continue to incur losses until we finish the development of our products, obtain
government approval, if required, for our

products, and sell enough products at prices high enough to generate a profit.
There is no assurance that we will be able to develop a commercially viable
product, to generate revenue, or to achieve or maintain profitable operations.

Our Limited Operating History Makes Evaluating Our Stock More Difficult

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

We Have No Experience in Product Manufacturing. We May Not Be Able To
Manufacture Our Planned Product In Sufficient Quantities At An Acceptable Cost,
Or At All, Which Could Harm Our Future Prospects.

We remain in the research and development phase of product
commercialization. Accordingly, if our planned product becomes available for
commercial sale, we will need to establish the capability to manufacture it. We
have no experience in establishing, supervising or conducting commercial
manufacturing. If we fail to adequately establish, supervise and conduct all
aspects of the manufacturing process, we may not be able to commercialize our
product. We do not presently own manufacturing facilities to provide commercial
quantities of our planned product. We may not be able to manufacture our planned
product in sufficient quantities at an acceptable cost, or at all, which could
materially adversely affect our future prospects.

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

We Have No Experience in Product Marketing, Sales or Distribution. We May Not Be
Able To Market And Distribute Our Planned Product, Which Could Harm Our Future
Prospects.

We have no experience in marketing or distributing our planned product. We
have not yet established marketing, sales or distribution capabilities for our
planned product. Until such time as our product is further along in its
development, we do not plan to devote any meaningful time and resources to
establishing such capabilities. At the appropriate time, we intend to enter into
agreements with third parties to market, sell and distribute our product.
However, we may be unable to establish or maintain third-party relationships on
a commercially reasonable basis, if at all. In addition, these third parties may
have similar or more established relationships with our competitors.

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

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

The Loss Of Our Key Personnel Could Harm Our Business.

As of June 30, 2002, the Company owed its officer and employees a total of
$600,000 pursuant to employment agreements. The Company has breached the
material terms of the agreements and there is no assurance that the officer and
employees subject to such agreements will continue to serve the Company

without being paid. The loss of their services could have a material adverse
effect on our operations, as hiring replacements would most likely involve the
payment of salaries, for which we do not currently have the financial resources.
Our inability to hire suitable replacements could have a material adverse effect
on our ability to continue operating.

The Stock Ownership Of Our Officer And Beneficial Owners May Allow Them To
Exercise Substantial Influence Over Our Business And The Election Of Directors

Our officer and beneficial owners, as a group, own about 31% of our issued
and outstanding common stock. As a result, they exercise substantial influence
over our business, the election of members to the Board of Directors and other
matters that require shareholder approval.

Because Our Management And Employees Have Limited Experience In Our Industry and
Do Not Work For Us Full-Time, Our Business Could Take Longer To Develop.

The Company presently employs one officer and four administrative
personnel, each of whom has had limited experience in the biotechnology
industry. In addition, these individuals do not work for us on a full-time
basis. As a result, our business could take longer to develop. Our officer and
director, Dr. Thomas Coughlin, expects to devote about 30 hours per week to our
business activities.

We Are The Plaintiffs In A Lawsuit With Our Former Counsel. The Cost Of This
Litigation, Including The Diversion Of Management's Time, Could Have A Material
Adverse Effect On Our Business.

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

Although the Company believes that the counterclaims of the defendant have
no merit, and that the ultimate resolution of these disputes will not have a
material adverse impact on its financial position, results of operations, or
cash flows, any adverse trial or jury verdicts could result in a material loss
to the Company. The costs and other effects of pending or future litigation,
claims, settlements, and judgments, and changes in those matters, could have a
material adverse effect on the Company's business, financial condition and
operating results. At this time, the Company is unable to predict the outcomes
of the litigation and cannot reasonably estimate a range of possible loss given
the current status of the cases.

RISKS RELATED TO OUR INDUSTRY

The Market for Our Planned Product is Rapidly Changing and Competitive. New
Products May Be Developed By Others Which Could Impair Our Ability To Develop,
Grow Or Maintain Our Business and Be Competitive.

Our industry is subject to rapid and substantial technological change.
Developments by others may render our technology and planned product
noncompetitive or obsolete, or we may be unable to keep pace with technological
developments or other market factors. Competition from other biotechnology
companies, universities, government research organizations and others
diversifying into the field is intense and is expected to increase. Many of
these entities have significantly greater research and development capabilities
and budgets than we do, as well as substantially more marketing, manufacturing,
financial and managerial resources. These entities could represent significant
competition for us. Acquisitions of, or investments in, competing biotechnology
companies by large corporations could increase such competitors' financial,
marketing, manufacturing and other resources.

We are a development-stage enterprise and as such our resources are limited
and we may experience technical challenges inherent in developing our
technology. Competitors have developed or are in the process of developing
technologies that are, or in the future may be, the basis for competition. Our

competitors may use different methods to detect biological pathogens in a manner
that is more effective and less costly than our planned product and, therefore,
present a serious competitive threat to us.

Our Planned Product, If Successfully Commercialized, Could Be Exposed To
Significant Product Liability Claims Which Could Be Time Consuming And Costly To
Defend, Divert Management Attention and Adversely Impact Our Ability To Obtain
and Maintain Insurance Coverage, Which Could Jeopardize Our License.

The testing, manufacture, marketing and sale of our planned product will
involve an inherent risk that product liability claims will be asserted against
us. We currently have a general liability policy with an annual aggregate limit
of $2 million with a $1 million limit per occurrence. We currently do not have
insurance which relates to product liability, but intend to seek and obtain
insurance to cover product liability before sales of our planned product
commence. Even if we obtain such insurance, it may prove inadequate to cover
claims and/or litigation costs. The costs and availability of such insurance are
unknown. Product liability claims or other claims related to our planned
product, regardless of their outcome, could require us to spend significant time
and money in litigation or to pay significant settlement amounts or judgments.
Any successful product liability or other claim may prevent us from obtaining
adequate liability insurance in the future on commercially desirable or
reasonable terms. In addition, product liability coverage may cease to be
available in sufficient amounts or at an acceptable cost. Any inability to
obtain sufficient insurance coverage at an acceptable cost or otherwise to
protect against potential product liability claims could prevent or inhibit the
commercialization of our planned product. Failure to obtain or maintain a
minimum of $1 million of product liability insurance immediately prior to the
first sale of our planned product or at any time thereafter will be considered a
material breach of our license agreement with the University of California which
could lead to termination of the license. A product liability claim could also
significantly harm our reputation and delay market acceptance of our planned
product.

RISKS RELATED TO THIS OFFERING

Our Stock Price Is Volatile And Your Investment In Our Securities Could Decline
In Value, Resulting In Substantial Losses To You

The market price of our common stock, which is quoted over the counter, has
been, and may continue to be, highly volatile. Our common stock has been trading
only since December 23, 2001 and has experienced extreme fluctuations in price.
The high and low range of closing prices of our common stock since December 23,
2001 was $1.75 per share to $0.25 per share. Factors such as announcements of
product development progress, financings, technological innovations or new
products, either by us or by our competitors or third parties, as well as market
conditions within the biotech industry may have a significant impact on the
market price of our common stock. In general, biotechnology stocks tend to be
volatile even during periods of relative market stability because of the high
rates of failure and substantial funding requirements associated with
biotechnology companies. Market conditions and conditions of the biotechnology
sector could also negatively impact the price of our common stock.

Your Ownership Interest And The Value Of The Shares Of Our Common Stock May Be
Diluted By The Exercise Of Stock Options And Warrants We Have Granted Or May
Grant In The Future.

As of the date of this Prospectus, we had outstanding options to purchase
up to 975,000 shares of common stock at exercise prices ranging from $0.001 to
$0.50 per share and outstanding warrants to purchase up to 1,348,000 shares of
common stock at an exercise price of $0.50 per share. Of the options
outstanding, 250,000 options exercisable at $0.30 per share are being offered by
Selling Security Holders. We also have a non-qualified stock option plan under
which its employees, officers, directors and consultants may be granted options.
We have reserved 5,000,000 shares pursuant to the Plan, none of which were
granted as of the date of this Prospectus. To the extent outstanding warrants
and options to purchase our common stock are exercised, your ownership interest
will be diluted. If the warrants and options are exercised and sold into the
market, they could cause the market price of our common stock to decline.

We Do Not Expect To Pay Dividends

We have not declared or paid, and for the foreseeable future we do not
anticipate declaring or paying, dividends on our common stock.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares by the Selling
Security Holders. If the Selling Security Holders exercise their options and
warrants, however, we will receive up to $75,000 of proceeds, which we intend to
use for general operating expenses.

DETERMINATION OF OFFERING PRICE

The Selling Security Holders may sell their shares from time to time at
prevailing market prices. The offering price of the securities for registration
fee purposes was calculated pursuant to Rule 457(c) and/or (g) of the Act and
was not computed based on the assets, historical operating performance or other
conventional means and should not be construed to indicate any relationship
thereto. In establishing the offering price for registration fee purposes, we
relied on the average of the high and low prices of our common stock on August
28, 2002 as reflected in the over-the-counter (OTC) marketplace, which was
$0.42 per share.

SELLING SECURITY HOLDERS

The shares being offered by the Selling Security Holder's were acquired by
them pursuant to consulting agreements. The transactions were private sales
transactions exempt from registration. The following table and discussion sets
forth certain information with respect to the selling security holders.

Shares of
Shares of Common Percent
Relationship Shares of Common Stock Stock Of Shares
with Company Common Stock Issuable Upon Number of Owned Owned
Selling Security during past Owned Before Exercise of Shares After This After
Holder three years This Offering Options Offered (1) Offering Offering
- -------------------- ----------------- -------------- --------------- -------------- ------------ -----------
Mark Collins Consultant 0 250,000 (2) 250,000 0 0
Allen Fuller Consultant 100,000 0 100,000 0 0

(1) Assumes all common shares are sold pursuant to this offering. Selling
shareholder, however, may choose to sell only a portion or none of his
shares of common stock. There are currently no agreements, arrangements or
understandings with respect to the sale of any of the shares of common
stock.

(2) Options are exercisable at $0.30 per share on or before December 31, 2002.

PLAN OF DISTRIBUTION

We are registering securities on behalf of the Selling Security Holders.
All costs, expenses and fees in connection with the registration of such
securities will be paid by us. We estimate such costs, expenses and fees to be
$2,500. Brokerage commissions and similar selling expenses, if any, attributable
to the sale of securities will be paid by the Selling Security Holders.

The Selling Security Holder's may sell up to 350,000 shares of common stock
from time to time, of which 250,000 shares of common stock are issuable upon the
exercise of options. Each Selling Security Holder may sell his shares (1) in
market transactions on the OTC Bulletin Board, to a broker-dealer, including a
market maker, who purchases the shares for its own account, in private
transactions, or by gift.

Each Selling Security Holder may also pledge his shares from time to time, and
the lender may sell the shares upon foreclosure.

The decision to sell any securities is within the discretion of the Selling
Security Holder. Each is free to offer and sell his securities at times, in a
manner and at prices as he determines.

Each Selling Security Holder may sell the shares at a negotiated price or
at the market price or both. He may sell his shares directly to a purchaser or
he may use a broker. If a broker is used, the Selling Security Holder may pay a
brokerage fee or commission or he may sell the shares to the broker at a
discount from the market price. The purchaser of the shares may also pay a
brokerage fee or other charge. The compensation to a particular broker-dealer
may exceed customary commissions. We do not know of any arrangements by the
Selling Security Holders for the sale of any of their shares.

Each Selling Security Holder and broker-dealers, if any, acting in
connection with sales by the Selling Security Holder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commission received by them and any profit on the resale by them of the
securities may be deemed to be underwriting discounts and commissions under the
Securities Act.

We have advised the selling shareholder that the anti-manipulative rules
under the Exchange Act, which are set forth in Regulation M, may apply to his
sales in the market. We have furnished the Selling Security Holders with a copy
of regulation M, and we have informed them that they should deliver a copy of
this prospectus when they sell any shares.

DESCRIPTION OF SECURITIES

Centrex is authorized to issue up to 45,000,000 shares of common stock, par
value $0.001 per share, of which 17,428,000 shares were issued and outstanding
prior to this offering. Centrex is also authorized to issue up to 5,000,000
shares of Preferred Stock, par value $0.001 per share, of which there are no
shares are outstanding. There is no present intent to issue any Preferred Stock.

Voting Rights. Holders of shares of common stock are entitled to one vote
per share on all matters submitted to a vote of the shareholders. Shares of
Common Stock do not have cumulative voting rights, which means that the holders
of a majority of the shareholder votes eligible to vote and voting for the
election for the Board of Directors can elect all members of the Board of
Directors. Holders of a majority of the issued and outstanding share 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 which 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 for dividends.
Centrex intends to retain any earnings from 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 share 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 Centex.

INTEREST OF NAMED EXPERTS AND COUNSEL

None.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Section 13(a), 13(c), 14 or 15 of the Securities Exchange Act of
1934

1. Our Form 10-QSB for the period ended June 30, 2002 and filed with the SEC
on August 19, 2002.

2. Our Form 10-QSB for the period ended March 31, 2002 and filed with the SEC
on May 15, 2002

3. Our Annual Report on Form 10 KSB for the year ended December 31, 2001 and
filed with the SEC on April 14, 2002.

This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information incorporated by reference or provided in
this prospectus and the registration statement. We have authorized no one to
provide you with different information. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the statement.

If we file any document with the SEC that contains information which is
different from the information contained in this prospectus, you may rely only
on the most recent information which we have filed with the Commission.

We will provide a copy of the documents referred to above without charge if
you request the information from us. You should contact Dr. Thomas R. Coughlin,
Jr., President, Centrex, Inc., 9202 South Toledo Avenue, Tulsa, Oklahoma 74137,
telephone (918) 494-2880, if you wish to receive any of such material.

AVAILABLE INFORMATION

We file annual, quarterly and periodic reports, proxy statements and other
information with the Securities and Exchange Commission using the Commission's
EDGAR system. You can review such information at the SEC's website, www.sec.gov.

You may also read and copy any materials the Company files with the SEC at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330.

We furnish our shareholders with annual reports containing audited
financial statements and with such other periodic reports as we, from time to
time, deem appropriate or as may be required by law. We use the calendar year as
our fiscal year.

You should rely only on the information contained in this Prospectus and
the information we have referred you to. We have not authorized any person to
provide you with any information that is different.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES

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.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

We hereby incorporate, or will be deemed to have incorporated, herein by
reference the following documents:

(1) Our Quarterly Report on Form 10-QSB for the period ended June 30, 2002 and
filed with the SEC on August 19, 2002
(2) Our Quarterly Report on Form 10-QSB for the period ended March 31, 2002 and
filed with the SEC on May 15, 2002
(3) Our Form 10-KSB for the period ended December 31, 2001 and filed with the
SEC on April 14, 2002

Each document filed subsequent to the date of this registration statement
pursuant to Sections 13(a), 13(c), 14 and 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 have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated in this registration
statement by reference and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel. None.

Item 6. Indemnification of Officers and Directors.

Our Certificate of Incorporation and Bylaws provide for indemnification to
the full extent permitted by Oklahoma law of all persons we have the power to
indemnify under Oklahoma law. Such indemnification is not deemed to be exclusive
of any other rights to which those indemnified may be entitled, under any bylaw,
agreement, vote of stockholders or otherwise. The indemnification provisions of
our Certificate of Incorporation and Bylaws may reduce the likelihood of
derivative litigation against our directors and officers for breach of their
fiduciary duties, even though such action, if successful, might otherwise
benefit us and our stockholders.

We have entered into separate written indemnification agreements with our
officers, directors, consultants and others. These agreements provide that we
will indemnify each person for acts committed in their capacities and for
virtually all other claims for which a contractual indemnity might be
enforceable.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Exhibit Number Description of Exhibit

4.1 2002 Non-Qualified Stock Option Plan of Centrex, Inc.
5.1 Opinion of Kaufman & Associates
23.1 Consent of Tullius Taylor Sartain & Sartain LLP
23.2 Consent of Kaufman & Associates (included in Exhibit 5.1)

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
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;

(2) that, for the purpose of determining any liability under the
Securities Act, 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; and

(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, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's Annual Report pursuant to Section 15(d) of the Exchange
Act) 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 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it 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 State of Oklahoma, on this 29th day of August, 2002.

CENTREX, INC.

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