AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 2002

REGISTRATION NO. 333-97789

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________

POST-EFFECTIVE AMENDMENT NO. 2
TO
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)
____________________

2002 Non-Qualified Stock Grant and Option Plan
(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

CALCULATION OF REGISTRATION FEE

Title of Securities. . Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered . . . Registered Offering Price per Share Aggregate Offering Price Registration Fee
- ---------------------- -------------- -------------------------- -------------------------- ------------------

Common Stock,
par value $0.001 . . . 48,500,000 (2) $ 0.01 (1) $ 485,000 $ 44.62 (3)
- ---------------------- -------------- -------------------------- -------------------------- ------------------

TOTAL REGISTRATION FEE 48,500,000 $ 485,000 $ 44.62 (3)

(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based on the average of the
closing bid and ask price as reported by the NASDAQ Over-The-Counter
Bulletin Board on August 5, 2002.

(2) The securities to be registered represent shares of Common Stock
reserved for issuance under the E-Rex, Inc. 2002 Non-Qualified Stock
Grant and Option Plan (the "Plan"). Pursuant to Rule 416, shares of
Common Stock of the Company issuable pursuant to the exercise of awards
granted or to be granted under the Plan in order to prevent dilution
resulting from any future stock split, stock dividend, or similar
transaction, are also being registered hereunder.

(3) Of the Registration Fees, $30.82 was previously paid.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.

The Registrant is filing this Post-Effective Amendment No. 2 to the
Registration Statement on Form S-8 previously filed on August 7, 2002,
as amended in Post-Effective Amendment No. 1 filed on September 25, 2002,
to reflect an increase in the number of shares in the Plan.

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 August 26, 2002 on Form 10-KSB/A
filed with the Commission on August 28, 2002.

(ii) The Registrant's Quarterly Report Dated August 14, 2002 on Form 10-QSB
filed with the Commission on August 14, 2002.

(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.

The Company's authorized capital stock consists of 250,000,000 shares of
Common Stock, par value $0.001.

The holders of Common Stock are entitled to one vote for each share held of
record on all matters on which the holders of Common Stock are entitled to vote.
Cumulative voting is not permitted in any election of directors.

The holders of Common Stock are entitled to receive, ratably, dividends
when, as and if declared by the Board of Directors out of funds legally
available therefore. The current policy of the Board of Directors, however, is
to retain earnings, if any, for the operation and expansion of the Company's
business.

Upon liquidation, dissolution, or winding up of the Company, the holders of
Common Stock are entitled to share ratably in all assets that are legally
available for distribution, after payment of or provision for all debts and
liabilities and after provision is made for each class of stock, if any, having
preference over the Common Stock.

The holders of Common Stock do not have preemptive, subscription,
redemption or conversion rights under the Company's Articles of Incorporation,
as amended. There are no redemption or sinking fund provisions applicable to
the Common Stock. The outstanding shares of Common Stock are fully paid and
nonassessable.

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, does now own
any shares of the Company's Common Stock as of the date hereof.

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. On February 15, 2002, the Board of Directors of the
Company, in accordance with the Bylaws of the Company and applicable sections of
the Nevada Revised Statutes, unanimously approved an Indemnification Agreement
between the Company and each of its directors.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS

3.1(1) Certificate of Incorporation, as amended, of E-Rex, Inc.
3.2(1) By-laws of the Registrant
5.1 Opinion of The Lebrecht Group, APLC
10.1(2) E-Rex, Inc. 2002 Non-Qualified Stock Grant and Option Plan
10.2(2) Form of Stock Option Agreement
10.3(3) First Amendment to E-Rex, Inc. 2002 Non-Qualified Stock Grant
and Option Plan
10.4 Second Amendment to E-Rex, Inc. 2002 Non-Qualified Stock Grant
and Option Plan
23.1 Consent of The Lebrecht Group, APLC (included in Exhibit 5.1).
23.2 Consent of Parks, Tschopp, Whitcomb & Orr P.A., Certified Public
Accountants.
___________________
(1) Incorporated by reference from Registrant's Registration Statement on
Form 10-SB filed on September 13, 1999.
(2) Incorporated by reference from Registrant's Registration Statement on
Form S-8 filed on August 7, 2002.
(3) Incorporated by reference from Registrant's Post-Effective Amendment No
1 to Registration Statement on Form S-8 filed on September 26, 2002.

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 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.

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 October 25, 2002.

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/ Joseph Pacheco
_________________________ Director
Joseph Pacheco