CENTREX INC, 10SB12G, 10-12G, 2000-11-27

CENTREX INC
10SB12G, 10-12G, 2000-11-27

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

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934

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

Oklahoma 73-1554121
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

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

(918) 491-7557
(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
(Title of Class)

<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

We are a development stage company. We own the exclusive worldwide
license to a technology for detecting E.Coli bacteria in food and water. We also
own the exclusive worldwide license to a technology for detecting
cryptosporidium and other pathogens in water.

The E. coli detection system prototype is presently being developed at
Los Alamos National Laboratory. The prototype should be capable of confirming
the presence of E. coli bacteria within minutes as opposed to the current
testing method that requires and average of 24 hours to obtain a result.
Development of a prototype cryptosporidium detection system has yet to begin.

We have no operating history prior to October 6, 1998. Because our
products are presently being developed or are in the planning stage, we have no
revenues. Our development activities to date have been funded primarily by loans
from our founding shareholders. We do not anticipate any revenues from the sale
of products until such products have been proven to be commercially viable and
appropriate government and industry approvals, if required, have been obtained.
There is no assurance that we will be successful in developing commercially
viable products, that such products will obtain appropriate government and
industry approvals, or that such products will generate revenue and profits for
the Company.

(a) Business Development

1. Form and Year of Organization

We were incorporated in Oklahoma on October 6, 1998.

2. Bankruptcy or Receivership

We have never been in bankruptcy or receivership.

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, in exchange for 540,000 shares of
our common stock. (See Part II, Item 4. "Recent Sales of Unregistered
Securities"). 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 were assigned to us. The
Merger Agreement is attached as Exhibit 8.1.

EMSI was formed by UTEK Corporation ("UTEK"), the sole shareholder of
EMSI, for the purpose of transferring the E.coli detection technology from the
University of California to the private sector. EMSI had no

Sequentially numbered page 2
<PAGE>
operations during the period of its existence. Therefore, no proforma financial
information of EMSI was presented in our financial statements.

UTEK, a Florida corporation, 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. As of September
30, 2000, UTEK owns approximately 1,586,000 shares (or about 19.9% of the
outstanding shares) of our common stock (See "Item 4. Security Ownership of
Certain Beneficial Owners and Management" and Item 7. "Certain Relationships and
Related Transactions")

The Exclusive License Agreement (the "E.Coli License"), attached as
Exhibit 6.1, gave us the exclusive worldwide rights to develop and market a
system to detect microbial contamination, primarily E.Coli bacteria, in food and
water. 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"),
attached as Exhibit 6.3, 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 is being conducted at Los Alamos National
Laboratory. As of September 30, 2000, we 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 (See Part II, Item 4. "Recent
Sales of Unregistered Securities"). 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 were assigned
to us. The Merger Agreement is attached as Exhibit 8.3.

SWT was formed by UTEK, the majority shareholder of SWT, for the
purpose of transferring the cryptosporidium detection technology from the
University of South Florida to the private sector. SWT had no operations during
the period of its existence. Therefore, no proforma financial information of SWT
was presented in our financial statements.

The Exclusive License Agreement (the "Cryptosporidium License"),
attached as Exhibit 6.2, 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

Centrex has no products or services for sale at this time. The E. coli
detection system and the cryptosporidium detection system are currently in
development.

While each technology has demonstrated proof of principle in the
research laboratory setting, extensive development is necessary to bring the
commercial versions of these inventions to market. We expect to have a working
prototype of the E. Coli detection apparatus available for testing at Los Alamos
by the Spring of 2001. Once a viable commercial version of the technology has
been produced and thoroughly tested, we will determine which government
approvals (e.g. EPA, FDA, USDA), if any, are necessary prior to marketing and
will take the required steps to obtain such approval. We do not know how long
such approvals will take or if we will be successful in obtaining such
approvals. A similar approach is in place for cryptosporidium detection
technology. We expect to have a working prototype of the cryptosporidium
detection technology by the Summer of 2001.

Sequentially numbered page 3
<PAGE>

Once a viable commercial product has been produced and the necessary
approvals have been obtained, we expect to market the E. coli detection system
primarily through a corporate marketing partner, to food processors, meat
packing plants and food-processing equipment manufacturers throughout the world.
We expect to market the cryptosporidium detection technology in a similar
manner, mainly to water treatment facilities.

E. Coli Detection
-----------------

The Centrex method of the E. coli detection is based on the scientific
phenomenon that each individual species, from the most primitive bacteria to
modern man, has a distinct genetic fingerprint. This distinct genetic profile is
known to contain genes, in the form of DNA sequences, specific to that species.
The genetic profile or fingerprint is encoded in the genes of each individual
organism of that species.

The Centrex analysis method consists of synthesizing in vitro, a
fluorescent nucleic acid reporter sequence or "hybrid", using a relatively short
identifying sequence of the target DNA or RNA as a template. If the target DNA
or RNA is present in the sample, the primer binds to the selected identifying
sequence of the target. Polymerase enzymes then incorporate the
florophore-labeled nucleotides into the reporter nucleic acid sequence as they
reconstruct the target's complementary hybrid.

The sample is then analyzed in a single molecule detection apparatus using
a laser of appropriate wavelength to stimulate the florophore-labeled hybrid
molecule. The detection of the synthesized reporter or hybrid molecule signifies
the presence of the target DNA or RNA being sought. If no target DNA or RNA is
present, no reaction takes place, no hybrid sequence is generated, and no
identifying fluorescent pattern is generated when the sample is exposed to the
laser beam. The sensitivity of this method allows for the direct detection of
specific single genes, a process that exhibits significant advantages over
current methodologies in terms of sensitivity, accuracy, speed, and per-assay
cost.

Centrex has developed an automated process for the rapid and efficient
detection of target DNA specific to E. coli bacteria. The technology can be
easily adapted for use in monitoring of municipal water supplies. It can also be
adapted in the meatpacking and poultry industries and in the food-processing
industry in general. In addition, the technology can be tailored to detect other
forms of pathogenic bacteria in the environment and in the food processing
industry.

The scope of this technology is limited only by the imagination of those
applying it and the known bacterial genetic profiles available. As more genetic
sequences are elucidated, the application of the Centrex technology could easily
expand to include identification of most known bacteria as well as viruses,
parasites, and other harmful organisms.

Sequentially numbered page 4

<PAGE>

Cryptosporidium Detection:
-------------------------

Cryptosporidium is an intestinal parasite that has been found in over 95%
of all surface waters that have been tested worldwide. These organisms are
transmitted by drinking infected water and can cause gastrointestinal illnesses
of varying severity. The symptoms include flu-like diarrhea, nausea and stomach
cramps. The infection is self-limiting in healthy adults, but can be a serious
health risk to infants, the aged, and those compromised by disease. People born
with a weakened immune system, with cancer, transplant patients taking
immunosuppressive drugs, and those infected with HIV are especially at high risk
from this deadly parasite.

EPA Method 1623 is the current standard for the detection of
cryptosporidium in public water. This complicated method involves a standardized
filtration process, the staining of the filtered material with a
fluorescent-tagged monoclonal antibody to cryptosporidium, and the time
consuming, manual counting of the organisms in the filtrate under a UV light
microscope by experienced, trained microscopists. This method is not only
complicated but is also very expensive to implement.

The Centrex technology involves an on-line spectroscopic and turbidometric
technique for detecting, classifying and counting particulate matter in water,
including microorganisms such as cryptosporidium, if they are present.

This spectrophotometric technology utilizes the physical principle that
when a beam of light is passed through a microorganism, the diffraction pattern
of the beam is unique to that specific type of microbe. The detection apparatus
registers the unique diffraction pattern or "fingerprint" of the organism and a
computer algorithm interprets the pattern and automatically identifies the
organism, be it bacteria, parasite, or some other microorganism. The technique
is not encumbered by sediment suspended in the water, so the filtered material
can simply be re-suspended and then "read" with the spectrophotometric
apparatus. The Centrex detection technology can quickly identify and quantitate
the number of cryptosporidium oocysts in the extracted sample and serves as a
major step in helping to assure the safety of the public water supply.

2. Distribution Method of Products and Services

We do not have any manufacturing or distribution capacity. Once viable
commercial versions of the E. Coli detection system and the cryptosporidium
detection system have been produced, we plan to seek corporate

Sequentially numbered page 5
<PAGE>

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

The E. Coli detection system is being developed at Los Alamos National
Laboratory. The cryptosporidium detection system has not yet been developed.
While each technology has demonstrated proof of principle in the research
laboratory setting, extensive development is necessary to bring the commercial
versions of these inventions to market. We expect to have a working prototype of
the E. Coli detection system available for testing at Los Alamos by the Spring
of 2001. Once a viable commercial version of the technology has been produced
and thoroughly tested, we will determine which government approvals (e.g. EPA,
FDA, USDA), if any, are necessary prior to marketing and will take the required
steps to obtain such approvals. We do not know how long such approvals will take
or if we will be successful in obtaining such approvals.

A similar approach is in place for the cryptosporidium detection
technology, however, we do not have a development agreement in place to make a
working prototype at this time.

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

There is currently no known detection method commercially available for
the instantaneous identification of E. coli as a contaminant in food or water.
The most widely used method is the standard bacterial culture, which require
24-48 hours to yield any positive information. This method consists of culturing
a sample from the food or water being tested on a bacterial culture plate and,
after a varying incubation period in a controlled environment, reading the plate
to observe the specific bacteria that grows on the plate. Bacterial culturing is
time consuming, expensive, and requires the availability of specialized
facilities and trained technicians. A faster method, known as the PCR technique,
requires complex biosynthetic amplification technique utilizes an identifying
sequence of DNA or RNA of E. coli to determine the presence of the organism in a
sample. While there are several variations on the PCR technique, all of them
require sophisticated and expensive equipment and specially trained technical
support staff. In addition, PCR methods generally take 6-9 hours to yield a
practical result.

There is also no known detection method commercially available for the
instantaneous identification of cryptosporidium in water and present detection
methods are cumbersome and expensive. Since cryptosporidium is a parasite, it
requires a living host in order to grow and multiply, and therefore cannot be
grown in a non-living culture medium. Consequently, cryptosporidium does not
grow and multiply in water, and therefore the presence of the infectious oocysts
is difficult to detect due to their scant presence in contaminated water. The
EPA recommended cryptosporidium detection method described above, Method 1623,
is so expensive, cumbersome and inaccurate that the EPA does not mandate its
regular use by water treatment plants in the US. Instead, the EPA advocates
using Method 1623 as the method of choice if a water treatment plant wishes to
test for cryptosporidium.

Our principal potential competitors are the major food and water
processing equipment manufacturers and the food processors themselves.
Corporations such as FMC, General Foods, Kraft, Swift, and some of the major
pharmaceutical and diagnostic manufacturers all possess greater research and
development, financial, marketing, distribution, and regulatory compliance
capabilities than we do. If any of these companies were to develop an
inexpensive, accurate, rapid E. coli detection technology or cryptosporidium
detection technology, such an event may have a materially adverse effect on our
ability to compete in the food and water safety markets.

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, both the E. coli
detection system and the cryptosporidium detection system can be easily
manufactured from commercially available components. The major component of the
E. coli detection system is a focused beam dye laser along with some biochemical
reagents and a DNA primer. The cryptosporidium detection system is based on a
standard, widely available spectrophotometric assay technology.

Sequentially numbered page 6
<PAGE>

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 variety of
companies within the food and water processing industry, however, there is no
assurance that we will not be dependent upon one or a few major customers.

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

Patents
-------
We do not own any patents. The E.coli detection method is owned by the
University of California and they filed a provisional patent application in the
U.S. on December 18, 1998. There is no assurance that a patent will issue.

The University of South Florida owns the U.S. patent for the
cryptosporidium detection method, which was published April 1, 1997.

The filing, prosecution and maintenance of all patent rights are within
the sole discretion of the patent owners. We have the right to request that the
patent owners seek, obtain and maintain such patent and other protections to the
extent that they are lawfully entitled to do so, at our sole expense. There is
no assurance that the University of California or the University of South
Florida will seek, obtain or maintain such patent and other protection to which
they are or may become lawfully entitled and there is no assurance that we will
have enough working capital to fund their activities.

E.coli License
--------------
The E.coli License required us to pay the University of California an
initial fee of $7,000, which was paid on June 1, 1999, and requires us to pay
them a yearly license fee of $2,500 on or before January 2 for 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. The E.coli License term
coincides with the life of the last to expire patent.

E.coli Research Agreement
-------------------------
We have a 24-month agreement with the Los Alamos National Laboratory to
develop a prototype E.coli detection system at a cost to us of $410,000. As of
September 30, 2000, we paid $279,500 of the $410,000 obligation.

Cryptosporidium License
-----------------------
The cryptosporidium license did not require us to pay the University of
South Florida 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 last to
expire patent.

8. Need for Governmental Approval

We anticipate that the E. coli detection system and the cryptosporidium
detection system will require approval by various government agencies (e.g. EPA,
FDA, USDA) before they can be sold. We do not know which government agencies
will require approval, nor do we know how costly, extensive or time consuming
the approval processes will be. There is no assurance that we will be successful
in obtaining such approvals.

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.

Sequentially numbered page 7
<PAGE>

10. Estimate of the amount spent on research and development

Under the terms of the E. Coli Research Agreement, we agreed to pay Los
Alamos National Laboratory a total of $410,000 to develop the prototype E.coli
detection system. Through September 30, 2000, we have paid them $279,500. No
customer is expected to bear any of these R&D costs.

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, who is not an officer, none of our employees has received any cash
compensation for his or her services to date. Mr. Puryear, our former President,
received equity compensation for his services to date in the form of common
stock options. The fair value of each employee's services has been estimated and
recorded as a contribution to capital. There is no assurance that our employees
will continue to serve without cash or equity compensation. There are no written
employment agreements in effect as of October 31, 2000.

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 affiliated with the same five other companies. 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.

Item 2. Management Discussion and Analysis

(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 detection system and to begin
development of the cryptosporidium detection system. 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 or the cryptosporidium detection system will be commercially
viable or that they will receive the necessary regulatory approvals.

During the next twelve months we plan to identify which regulatory
approvals (e.g. EPA, FDA, USDA) are required for the E. coli detection system
and the cryptosporidium detection system. We plan to identify the nature of such
approvals and the extent of the data required to obtain such approvals.

(i) Cash Requirements

During the next twelve months, we will need approximately $1.0 million
in new capital. This capital will be used to complete the prototype development
and testing of the E. coli detection system, 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

We expect to take delivery of a prototype E.coli detection device
during the first quarter of 2001. We have made some contacts with municipal
water companies that have indicated an interest in testing the device in
parallel

Sequentially numbered page 8
<PAGE>

with the existing approved testing method to determine the utility of the
Centrex system. The results obtained from these initial tests will dictate any
modifications that need to be made to the system.

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

None.

(iv) Expected Significant changes in number of employees

None.

Item 3. Description of Property

We lease our executive office at 8908 South Yale Avenue, Suite 409,
Tulsa, Oklahoma 74137 from the Oklahoma National Bank, a non-affiliated company.
Our executive office is shared with other companies controlled by our sole
officer and director. These companies share the $4,000 per month lease payment,
of which our portion is approximately $300 per month.

Sequentially numbered page 9
<PAGE>

Item 4. 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. We have also listed below
the number of shares of our common stock owned by our employees:

<TABLE>
Common Shares Percent of
Relationship Owned Outstanding
Name and Address to Company Shares
<S> <C> <C> <C>
UTEK Corporation Beneficial Owner 1,584,000 (1) 19.9%
202 Wheeler Street
Plant City, FL 33566

Frederick K. Slicker Beneficial Owner 1,000,000 (2) 12.5%
1628 E 36th Court
Tulsa, OK 74105

Morgan-Phillips, Inc. Beneficial Owner 1,000,000(3) 12.5%
8030 S. Memorial Drive
Tulsa, OK 74133

Vicki L. Pippin Employee 625,000 7.9%
8908 S. Yale Ave., # 409
Tulsa, OK 74137

Thomas R. Coughlin Employee 600,000 7.5%
8908 S. Yale Ave., # 409
Tulsa, OK 74137

Rhonda R. Vincent Employee 325,000 4.0%
8908 S. Yale Ave., # 409
Tulsa, OK 74137

Gifford M. Mabie Sole Officer and 220,000 2.7%
8908 S. Yale Ave., # 409 Director
Tulsa, OK 74137

Kara R. Greuel Employee 100,000 1.2%
8908 S. Yale Ave., # 409
Tulsa, OK 74137

---------------- -------------
Sole Officer and Director and Employees
as a Group (5 persons) 1,870,000 23.5%
---------------- -------------

Beneficial Owners as a Group (3 persons) 3,584,000 45.1%
---------------- -------------

Sole Officer and Director, Employees and
Beneficial Owners, as a Group (8 persons) 5,454,000 68.6%
---------------- -------------
</TABLE>

(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.

(3) Morgan-Phillips, Inc. is an investor relations services company. There are
no common officers, directors or employees between Morgan-Phillips, Inc.
and Centrex.

Sequentially numbered page 10
<PAGE>

Common 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. Until there is a
trading market for our common stock, the Board of Directors will determine the
exercise price

On November 1, 1999, the Board granted to Mr. James Puryear, our then
President and CEO, options to purchase up to 1,000,000 shares of our common
stock at an exercise price of $0.50 per share, subject to certain vesting
criteria. The exercise price was equal to the fair value of the Company's common
stock, as determined by the Board, on the date of grant. Because Mr. Puryear was
an employee of Centrex, no compensation cost was recorded. As of September 30,
2000, 500,000 of his options were vested and exercisable. Subsequent to
September 30, 2000, Mr. Puryear resigned as President and Chief Executive
Officer of the Company and agreed to forfeit 150,000 of his vested stock
options. He now has 350,000 vested stock options.

The following table details the options outstanding in the Plan as of
October 31, 2000:

Relationship
Date to Company at Options Exercise
Of Grant Grantee Date of Grant Outstanding Price Expiration

11/01/99 James W. Puryear Officer 350,000 $ 0.50 10/31/09
-----------
Total Options Outstanding in Plan 350,000
-----------

Item 5. Directors, Officers and Control Persons

(a) Identify Directors and Executive Officers

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

Gifford M. Mabie is our sole officer and director. From 1982 to 1994, Mr.
Mabie was Senior Vice President of CIS Technologies, Inc. (NASD: CISI), a
leading healthcare information company that was purchased by National Data
Corporation (NYSE: NDC) in 1996. As one of the founders of CIS, Mr. Mabie was
instrumental in raising over $40 million in capital that funded acquisitions and
new product development. Prior to CIS, Mr. Mabie was with Honeywell Information
Systems, Inc., where he ranked as one of its top five salesmen worldwide. Prior
to joining Honeywell, he was Corporate Controller with W.B. Dunavant & Company,
one of the world's largest cotton brokers. He holds degrees in accounting and
economics from Memphis State University and served for eight years in the United
States Navy. Mr. Mabie is also the sole officer and director of Maxxon, Inc.
(OTC: MXON), a company that is developing a safety syringe, and Lexon, Inc.
(OTC: LXXN), a company that is developing a blood screening test for colon
cancer and for lung cancer. He is also an officer and director Image Analysis,
Inc., a privately-held company that is marketing a color MRI software
technology, and Nubar, Inc., a privately-held company that owns the
manufacturing rights to carbon fiber reinforcing bar.

(5) Other Directorships

Mr. Mabie is also the sole officer and director of Maxxon, Inc. (OTC:
MXON), a company that is developing a safety syringe, and Lexon, Inc. (OTC:
LXXN), a company that is developing a blood screening test for colon cancer and
for lung cancer. He is also an officer and director Image Analysis, Inc., a
privately-held company that is marketing a color MRI software technology, and
Nubar, Inc., a privately-held company that owns the manufacturing rights to
carbon fiber reinforcing bar.

(b) Family Relationships

None.

Sequentially numbered page 11
<PAGE>

None.

Item 6. Executive Compensation

Since inception, no cash compensation has been paid by us to any
officer or director. Mr. James Puryear, our former President and CEO, has
options to purchase 350,000 shares of our common stock at $0.50 per share. Those
options were granted to him during 1999 (See Item 4. Security Ownership of
Certain Beneficial Owners and Management, "Common Stock Options").

Item 7. Certain Relationships and Related Transactions

(a) Describe Related Party Transactions

On November 1, 1998, the Company entered into a Consulting Agreement
with UTEK Corporation whereby UTEK agreed to provide services to the Company.
Such services include identifying, evaluating and recommending potential
technology acquisitions. The $55,000 was payable only upon the closing of an
acquisition by the Company of a technology which was introduced to the Company
by UTEK. On June 1, 1999, the Company paid UTEK $55,000 for its services related
to the EMSI Merger. At the date of the Agreement, UTEK was not a related party
to the Company, however, UTEK now owns approximately 1,539,000 shares of common
stock of the Company, which represents 19% of the Company's outstanding common
stock at September 30, 2000.

From inception, the Company activities have been funded primarily through
borrowings from its shareholders. At September 30, 2000, we owed our
shareholders $359,800 in principal and $37,888 in accrued interest. (See
Financial Statement Note 7 "Payable to Related Parties")

Item 8. Description of Securities

We have 45,000,000 shares of common stock authorized at a par value
$0.001 per share, of which 7,950,000 shares were issued and outstanding as of
September 30, 2000. We also have 5,000,000 shares of preferred stock authorized
at a par value $0.001 per share, of which there were no shares issued and
outstanding at September 30, 2000.

Voting Rights. Holders of shares of our common stock are entitled to
one vote per share on all matters submitted to a vote of the shareholders.
Shares of our 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 shares
of common stock may take action by written consent without a meeting.

Dividend Rights. Holders of record of our common stock are entitled to
receive dividends when and if declared by the Board of Directors. To date, we
have not declared or paid any dividends, nor is there any present intent to do
so in the future.

Liquidation Rights. Upon any liquidation, dissolution or winding up of
Centrex, holders of shares of our common stock are entitled to receive, on a pro
rata basis, all of our assets available for distribution to shareholders after
liabilities are paid and distributions are made to our preferred stock holders,
if any.

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

Sequentially numbered page 12
<PAGE>

Part II.

Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.

(a) Market information

There is no trading market for our common stock.

(b) Holders

As of September 30, 2000, there were 45 holders of record of our common
stock.

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

Item 2. Legal Proceedings

None.

Item 3. Changes in and Disagreements with Accountants

None.

Item 4. Recent Sales of Unregistered Securities

(a) Securities Sold

On October 6, 1998, we sold 6,100,000 shares of our common stock at par
value, $0.001 per share, to our founders for $6,100 in exchange for
subscriptions. During 1999, the subscriptions were paid in full in cash.

On June 18, 1999, we sold 360,000 of our common stock at par value,
$0.001 per share, to a third party for $360 in cash.

On June 7, 1999, we issued 540,000 shares of common stock to UTEK
Corporation ("UTEK"), the sole shareholder of EMSI, in exchange for 100% of the
outstanding common stock of EMSI. As a result of this transaction, we acquired
the exclusive worldwide rights to the E.coli detection technology. The shares
were issued at par value $0.001 per share. UTEK owns 19.9% of our outstanding
common stock

On September 17, 1999, we issued 950,000 shares of common stock to the
shareholders of Safe Water Technologies, in exchange for 100% of the outstanding
common stock of SWT. As a result of the transaction, we acquired the exclusive
worldwide rights to the cryptosporidium detection technology. The shares were
issued at par value $0.001 per share. UTEK was the majority shareholder of SWT.

On November 1, 1999, the Board granted 1,000,000 options to purchase
common stock at an exercise price of $0.50 per share to our president, James
Puryear. The options expire ten years from the date of grant and the exercise
price was determined arbitrarily by the Board. Because Mr. Puryear was an
employee when the options were granted, no compensation cost was recorded. The
options were subject to certain performance milestones. As of September 30,
2000, 500,000 options were exercisable. Subsequent to September 30, 2000, Mr.
Puryear resigned and agreed to forfeit 150,000 of his vested stock options. He
now owns options to purchase 350,000 shares of our common stock at an exercise
price of $0.50 per share.

For each of the above transactions, we relied on an exemption from
registration pursuant to Regulation D, Rule 504. Each of the above transactions
involved a private offering of our securities and no underwriter was used.

Sequentially numbered page 13

<PAGE>

Item 5. 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.

Sequentially numbered page 14
<PAGE>

Part F/S

INDEX TO FINANCIAL STATEMENTS AND RELATED NOTES

INTERIM UNAUDITED FINANCIAL STATEMENTS

Balance Sheet (Unaudited) at September 30, 2000..............................F-1

Statements of Operations (Unaudited)
from inception (October 6, 1998) through
September 30, 2000 and for the nine months ended
September 30, 2000 and 1999..................................................F-2

Statements of Cash Flows (Unaudited)
from inception (October 6, 1998) through
September 30, 2000 and for the nine months ended
September 30, 2000 and 1999..................................................F-3

Notes to Financial Statements (Unaudited) at September 30, 2000..............F-4

AUDITED FINANCIAL STATEMENTS

Independent Auditors' Report ...............................................F-12

Balance Sheet at December 31, 1999 .........................................F-13

Statement of Operations
from inception (October 6, 1998) through
December 31, 1998 and for the year ended
December 31, 1999...........................................................F-14

Statement of Cash Flows
from inception (October 6, 1998) through
December 31, 1998 and for the year ended
December 31, 1999...........................................................F-15

Statement of Shareholders' Equity
from inception (October 6, 1998) through
December 31, 1998 and for the year ended
December 31, 1999...........................................................F-16

Notes to Financial Statements from inception
(December 16, 1997) through December 31, 1999 ..............................F-17

Sequentially numbered page 15

<PAGE>

Centrex, Inc.
(A Development Stage Company)

Balance Sheet
September 30, 2000

ASSETS

Current Assets
Cash $ 67
-----------
Total Current Assets 67
-----------

Other Assets
Other Assets 1,392
Licensed Technology, Net 6,451
Sponsored Research, Net 97,619
-----------
Total Other Assets 105,462
-----------

TOTAL ASSETS $ 105,529
===========

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
Accounts Payable $ 1,624
Payable to University of California 130,500
Payable to Related Parties 405,042
-----------
Total Current Liabilities 537,166
-----------

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,
7,950,000 shares issued and outstanding 7,950
Contributed Capital 39,325
Deficit accumulated during the development stage (478,912)
-----------
Total Shareholders' Deficit (431,637)
-----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 105,529
===========

The accompanying notes are an integral part of the financial statements

F-1 Sequentially numbered page 16
<PAGE>

Centrex, Inc.
A Development Stage Company

Statements of Operations
For The Nine Months Ended September 30, 2000 and 1999, and
For The Period From Inception (October 6, 1998) Through September 30, 2000

From inception
(October 6, 1998)
through Period Ended Period Ended
September 30, September 30, September 30,
2000 2000 1999
-------------------------------------------------------

Revenue $ - $ - $ -

Expenses
Research and development 313,028 176,102 78,243
General and administrative 127,935 31,010 88,913
-------------------------------------------------------
Total operating expenses 440,963 207,112 167,156
-------------------------------------------------------

Operating loss (440,963) (207,112) (167,156)

Interest expense 37,949 25,587 9,272
-------------------------------------------------------

Net loss $ (478,912) $ (232,699) $ (176,428)
-------------------------------------------------------

Weighted average shares outstanding 7,201,172 7,950,000 6,544,139
-------------------------------------------------------

Loss per share $ (0.07) $ (0.03) $ (0.03)
-------------------------------------------------------

</TABLE>

The accompanying notes are an integral part of the financial statements

F-2 Sequentially numbered page 17
<PAGE>

Centrex, Inc.
A Development Stage Company

Statements of Cash Flows
From Inception (October 6, 1998) Through September 30, 2000
For The Nine Months Ended September 30, 2000, and September 30, 1999

From inception
(October 6, 1998 Nine Months Nine Months
through Ended Ended
September 30, September 30, September 30,
2000 2000 1999
-------------------------------------------------

Operating Activities
Net Loss $ (479,037) $ (232,699) $ (176,428)
Plus Non-Cash Charges to Earnings:
Amortization Expense 313,153 176,102 78,243
Services Contributed by Employees 39,200 16,800 16,800
Change in Working Capital Accounts:
Prepaid Expenses - 1,250 (1,250)
Accounts Payable 1,623 1,567 2,049
Interest Payable 37,888 25,526 9,272
Rent Payable to Related Parties 6,568 3,568 2,676
--------------- -------------- -----------
Net cash used in operating activities (80,605) (7,886) (68,638)
--------------- -------------- -----------

Financing Activities
Sale of Common Stock for Cash 6,460 - 6,460
Loans from Related Parties 378,729 120,089 201,392
Payment of Loans from Related Parties (18,017) (8,333) (9,684)
--------------- -------------- -----------
Net cash provided by financing activities 367,172 111,756 198,168
--------------- -------------- -----------

Investing Activities
Purchase of Licensed Technology (7,000) - (7,000)
Payments for Sponsored Research (279,500) (104,500) (122,500)
--------------- -------------- -----------
(286,500) (104,500) (129,500)
--------------- -------------- -----------

Change in Cash 67 (630) 30
--------------- -------------- -----------

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

Cash at End of Period $ 67 $ 67 $ 30
--------------- -------------- -----------

Supplemental Disclosure of Cashflow Information
Cash Paid for Interest and Taxes $ - $ - $ -
--------------- -------------- -----------

</TABLE>

The accompanying notes are an integral part of the financial statements

F-3 Sequentially numbered page 18
<PAGE>
Centrex, Inc.
(A Development Stage Company)

Notes to Financial Statements
September 30, 2000

Note 1--Organization and Summary of Significant Accounting Policies

Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial statements
and do not include all information and footnotes required by generally accepted
accounting principles for complete financial statements. However, the
information furnished reflects all adjustments, consisting only of normal
recurring adjustments which are, in the opinion of management, necessary in
order to make the financial statements not misleading.

Organization and Nature of Operations
Centrex, Inc. ("Centrex" or "the Company") is a development stage corporation
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. No further development of the Cryptosporidium detection system is
needed.

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.

Cash and Cash Equivalents
The Company considers highly liquid investments with maturities of three months
or less to be cash equivalents.

Income Taxes
The Company uses the liability method of accounting for income taxes as set
forth in Statement of Financial Accounting Standards 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
The Company's officers and other employees serve without pay or other non-equity
compensation. The fair value of these services is estimated by management and is
recognized as a capital contribution. For the nine months ended September 30,
2000 and 1999 and for the period from inception (October 6, 1998) to September
30, 2000 the Company recorded $16,800, $22,400 and $39,200, respectively, as a
capital contribution by the officers and other employees.

Use of Estimates
The preparation of financial statements in conformity with generally accepted
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.

Fiscal Year End
The Company's fiscal year ends on December 31.

Research and Development ("R&D") Costs
The Company is amortizing the $410,000 Sponsored Research Agreement with the
University of California over a period of 21 months, which is the life of the
service agreement. Any other costs related to developing the E. Coli Detection
System are expensed as incurred.

F-4 Sequentially numbered page 19
<PAGE>
comprehensive income items during 2000 and 1999. Therefore, net loss equals
comprehensive income. The Company operates in only one business segment. The
Company will adopt SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" during 2001. Currently, the Company does not engage in
hedging activities or transactions involving derivatives.

Note 2--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, to develop and market a
system to detect microbial contamination in food and water. The liabilities of
EMSI were to pay the University of California $7,000 for the exclusive license
and $410,000 over a 21 month period to develop the detection system. The license
fee was paid in full by Centrex on June 1, 1999. As of September 30, 2000, the
Company has paid $279,500 under the terms of the Sponsored Research Agreement.

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 of California 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 3--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 shareholder of SWT.

Subsequent to the SWT Merger, UTEK Corporation owns 1,539,000 shares (or 19%) 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,
consisting solely of issuances to founders, 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
F-5 Sequentially numbered page 20
<PAGE>

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.

Note 4--Licensed Technologies

On June 1, 1999, the Company paid $7,000 to the University of California for the
exclusive worldwide license to develop and market the detection system. The
exclusive license is being amortized over 17 years using the straight-line
method. At September 30, 2000, accumulated amortization related to the exclusive
license was $549. The unamortized portion of the exclusive license at September
30, 2000 was $6,451.

Note 5--Sponsored Research Agreement

On June 1, 1999, the Company paid $70,000 of its $410,000 obligation to Los
Alamos National Laboratories ("LANL") under the terms of a Sponsored Research
Agreement with the University of California (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. The Sponsored
Research Agreement is amortized over 21 months using the straight-line method,
with amortization cost recorded as R&D expense. At September 30, 2000,
accumulated amortization related to the Sponsored Research Agreement was
$312,381.The unamortized portion of the Sponsored Research Agreement at
September 30, 2000 was $97,619.

Note 6--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
September 30, 2000, the Company owed the University of California $130,500.

Note 7--Payable to Related Parties

From inception, the Company activities have been funded primarily through
borrowings from its shareholders. At September 30, 2000, the following amounts
were payable to shareholders:

Notes Payable to Shareholders $359,800
Accrued Interest on Notes Payable to Shareholders 37,888
Expenses Paid by Shareholders on Behalf of Centrex 462
Rent Payable to Related Parties 6,892
---------
$405,042
---------

Notes Payable to Shareholders
-----------------------------
During 1999, the Company borrowed $256,633 from its shareholders and executed
notes payable due December 31, 1999, of which $8,333 were repaid on September
30, 1999. The notes accrued interest at 12% through December 31, 1999 and accrue
interest at 16% thereafter until paid in full. As of September 30, 2000, the
unpaid notes were in default, however, no shareholder has made demand for
payment.

F-6 Sequentially numbered page 21
<PAGE>

During 2000, the Company borrowed $111,500 from its shareholders and executed
notes payable on demand that accrue interest at 12% through December 31, 2000
and 16% thereafter until paid in full. At September 30, 2000, notes payable to
shareholders and accrued interest were $359,800 and $37,888, respectively.

Expenses Paid by Shareholders on Behalf of Centrex
--------------------------------------------------
During 1999, a shareholder paid $1,556 in legal and travel expenses on behalf of
the Company and a $1,350 subscription due from such shareholder was applied
against the amount owed to that shareholder. During 2000, a shareholder paid
$255 in travel expenses on behalf of the Company. At September 30, 2000, the
amount due to the shareholder was $462.

Rent Payable to Related Parties
-------------------------------
Centrex's executive office at 8908 South Yale Avenue, Suite 409, Tulsa, Oklahoma
74137 is leased from the Oklahoma National Bank, a non-affiliated company, under
the terms of a lease agreement that expires March 31, 2002. The office is shared
with other companies controlled by the sole officer and director of the Company.
Centrex's share the $4,000 per month lease payment is approximately $300 per
month. At of September 30, 2000, Centrex's accrued rental obligation was $6,892.

Note 8--Commitments and Contingencies

Future Royalty Obligations Under Exclusive License Agreements
-------------------------------------------------------------
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.

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.

U.S. and Foreign Patent Protection
----------------------------------
The U.S. patent covering the method to detect microbial contamination in food
and water does not extend to foreign countries and the Company does not
presently have any foreign patent protection for its product.

Rent Expense
------------
The Company's executive office is leased from a third party under the terms of a
lease agreement that expires March 31, 2002. The office is shared with other
companies controlled by the officers and directors of the Company. During 2000
and 1999, the Company recorded $3,568 and $2,676 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
---------------------------- ------------------------ ---------------------
2000 $44,594 $9,600
2001 45,587 9,600
2002 11,462 2,292

F-7 Sequentially numbered page 22
<PAGE>

Employment Agreement with James Puryear
---------------------------------------
On November 1, 1999, the Company entered into an employment agreement
("Agreement") with James Puryear, whereby Mr. Puryear became President and Chief
Executive Officer and a Director of the Company. The Company agreed to pay him
an annual gross base salary of $150,000, subject to certain performance
criteria, none of which had been met at September 30, 2000. In addition, he was
granted Incentive Stock Options to purchase up to 1,000,000 shares of common
stock of Centrex at an exercise price of $0.50 per share (see Note 9). As of
September 30, 2000, none of Mr. Puryear's contingent compensation has been
accrued. Subsequent to September 30, 2000, Mr. Puryear resigned his position
with the Company and his employment agreement was terminated.

Note 9--Common Stock and Paid in Capital

Centrex is authorized to issue 45,000,000 Shares of Common Stock, par value
$0.001 per share, of which 7,950,000 shares were outstanding as of September 30,
2000. 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 shareholder votes 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.

Common Stock Transactions
-------------------------
During 1998, the Company issued 6,100,000 shares of its common stock at par
value to its founders in exchange for subscriptions. During 1999, the
subscriptions were paid in full in cash.

During 1999, the Company sold 360,000 shares of its common stock at par value
($0.001 per share) to a third party for $360 in cash, issued 540,000 shares of
common stock at par value in connection with the E.Coli Merger (see Note 2) and
issued 950,000 shares of common stock at par value in connection with the Safe
Water Technologies Merger (see Note 3).

F-8 Sequentially numbered page 23
<PAGE>

Note 10--Stock Options

On November 1, 1998, the Board of Directors and shareholders approved the
adoption of the Centrex Inc. 1998 Incentive Stock Option 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.

On November 1, 1999, the Board of Directors granted to Mr. Jim Puryear,
President and Chief Executive Officer of Centrex, options to purchase up to
1,000,000 shares of Centrex Common Stock at an exercise price of $0.50 per
share, subject to certain vesting criteria. The exercise price was equal to the
fair value of the Company's common stock, as determined by the Board, on the
date of grant. Because Mr. Puryear was an employee of Centrex, no compensation
cost was recorded. As of September 30, 2000, 500,000 options at an exercise
price of $0.50 per share became vested and exercisable. Subsequent to September
30, 2000, he resigned his positions with the Company and agreed to forfeit
150,000 of his vested stock options.

SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") provides an
alternative method of determining compensation cost for employee stock options,
which alternative method may be adopted at the option of the Company. Had
compensation cost for the 500,000 vested options been determined consistent with
SFAS 123, the Company's net loss and EPS would have been reduced to the
following pro forma amounts:

Net loss:
As reported $(478,912)
Pro forma (633,912)

Basic and diluted EPS:
As reported $ (0.07)
Pro forma (0.09)

A summary of the status of the Company's stock options at September 30, 2000,
and changes during the nine months then ended is presented below:

September 30, 2000
-----------------------
Weighted
Average Exercise
Shares Price
----------- -----------
Employees
Outstanding, beginning of period 1,000,000 $0.50
Granted --- ---
Exercised --- ---
Forfeited --- ---
----------- -----------
Outstanding, September 30, 2000 1,000,000 $0.50
----------- -----------

Exercisable, September 30, 2000 500,000 $0.50
----------- -----------
Weighted average fair value of options granted $0.22
-----------

The following table summarizes information about fixed stock options outstanding
at September 30, 2000:
F-9 Sequentially numbered page 24
<PAGE>
<TABLE>
<CAPTION>

Options Outstanding Options Exercisable
------------------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C>
Weighted
Average Weighted Weighted
Number Remaining Average Number Average
Range of exercise Outstanding Contractual Exercise Exercisable Exercise Price
prices at 09/30/00 Life Price at 09/30/00
---------------------- -------------- -------------- ------------ -------------- ---------------

Employees
$0.50 1,000,000 9.83 years $0.50 500,000 $0.50

</TABLE>

Note 11--Earnings per Share

Basic and diluted EPS for the nine months ended September 30, 2000 and 1999 and
for the period from inceptions (October 6, 1998) through September 30, 2000 were
computed as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>

From inception
(October 6, Nine Months Nine Months
1998) through Ended Ended
September 30, September 30, September 30,
Basic and Diluted EPS Computation: 2000 2000 1999
-------------------------------------------------- ------------------ --------------- ----------------

Net loss applicable to common stockholders $(478,912) $(232,699) $(176,428)

Weighted average shares outstanding 7,201,172 7,950,000 6,544,139
------------------ --------------- ----------------

Basic and Diluted EPS $(0.07) $(0.03) $(0.03)
------------------ --------------- ----------------

</TABLE>

Note 12--Non-Cash Financing and Investing Activities

During 1999, the Company made arrangements with Los Alamos National Laboratories
to pay on an installment basis the $410,000 required by the Sponsored Research
Agreement. During the nine months ended September 30, 2000, the Company paid
$104,500 pursuant to the installment agreement.

During 1999, the Company issued 540,000 shares of common stock at $0.001 per
share in connection with the E.Coli Merger (see Note 2) and issued 950,000
shares of common stock at $0.001 per share in connection with the Safe Water
Technologies Merger (see Note 3).

F-10 Sequentially numbered page 25
<PAGE>
Note 13--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 nine months ended
September 30, 2000, the Company had no temporary differences. The components of
the Company's deferred income tax asset are as follows:

From inception
(October 6, 1998) Nine Months Nine Months
through Ended Ended
September 30, September 30, September 30,
2000 2000 1999
------------------- -------------- --------------
Net operating loss
carryforward $149,502 $73,406 $5,712
Valuation allowance
for deferred tax asset $(149,502) $(73,406) $(5,712)
------------------- -------------- --------------

Net deferred tax asset $0 $0 $0
------------------- -------------- --------------

At September 30, 2000, the Company had net operating loss carryforwards of
approximately $479,000, expiring in 2019. These net operating loss carryforwards
are available for the reduction of future years' federal taxable income and
income taxes. A valuation allowance fully offsets the benefit of the net
deferred tax asset because the Company has incurred only losses since inception
and because of the uncertainty with respect to future profitability.

Note 14--Related Party Transactions

Note 15--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 net loss of
$478,912 for the nine months ended September 30, 2000. Management intends to
provide the necessary development and operating capital through sales of its
common stock and increasing revenues by gaining EPA approval to permit marketing
of the test worldwide. The ability of the Company to continue as a going concern
during the next year depends on the successful completion of the Company's
efforts to raise capital and gain EPA approval. The financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

F-11 Sequentially numbered page 26
<PAGE>

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying balance sheet of Centrex, Inc., a Development
Stage Company, as of December 31, 1999, and the related statements of
operations, cash flows and stockholders' equity, for the periods from inception,
(October 6, 1998) to December 31, 1999, and 1998 and for the year ended December
31, 1999. 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 generally accepted auditing
standards. 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, 1999, and the results of its operations and its cash flows for the initial
periods from inception to December 31, 1999 and 1998, and the year ended
December 31, 1999, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 13 to the
financial statements, 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.
Management's plan concerning this matter is also described in Note 13. 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 15, 2000

F-12 Sequentially numbered page 27
<PAGE>

Centrex, Inc.
(A Development Stage Company)

Balance Sheet
December 31, 1999

ASSETS

Current Assets
Cash $ 697
Prepaid Expenses 1,250
Total Current Assets 1,947

Other Assets
Licensed Technology, Net 8,231
Sponsored Research, Net 273,333
Total Other Assets 281,564

TOTAL ASSETS $ 283,511

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
Accounts Payable $ 56
Interest Payable 12,362
Payable to University of California 30,000
Payable to Related Parties 251,831
Total Current Liabilities 499,249

Long-term Liabilities
Payable to University of California 205,000

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,
7,950,000 shares issued and outstanding 7,950
Contributed Capital 22,525
Deficit accumulated during the development stage (246,213)
Total Shareholders' Deficit (215,738)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 283,511

The accompanying notes are an integral part of the financial statements

F-13 Sequentially numbered page 28
<PAGE>

Centrex, Inc.
A Development Stage Company

Statements of Operations
From Inception (October 6, 1998) Through December 31, 1999,
For The Year Ended December 31, 1999, and
For The Period From Inception (October 6, 1998) Through December 31, 1998

From inception From inception
(October 6, 1998) (October 6, 1998)
through Year Ended through
December 31, December 31, December 31,
1999 1999 1998
-------------------------------------------------------

Revenue $ - $ - $ -

Expenses
Research and development 136,926 136,926 -
General and administrative 96,925 96,800 125
-------------------------------------------------------
Total operating expenses 233,851 233,726 125
-------------------------------------------------------

Operating loss (233,851) (233,726) (125)

Interest expense 12,362 12,362 -
-------------------------------------------------------

Net loss $ (246,213) $ (246,088) $ (125)
-------------------------------------------------------

Weighted average shares outstanding 6,746,231 6,898,493 6,100,000
-------------------------------------------------------

Loss per share $ (0.04) $ (0.04) $ (0.00)
-------------------------------------------------------

</TABLE>

The accompanying notes are an integral part of the financial statements

F-14 Sequentially numbered page 29
<PAGE>

Centrex, Inc.
A Development Stage Company

Statements of Cash Flows
From Inception (October 6, 1998) Through December 31, 1999;
For The Year Ended December 31, 1999, and
For The Period From Inception (October 6, 1998) Through December 31, 1998

Operating Activities
Net Loss $ (246,213) $ (246,088) $ (125)
Plus Non-Cash Charges to Earnings:
Amortization Expense 136,926 136,926 -
Services Contributed by Employees 22,400 22,400 -
Change in Working Capital Accounts:
Prepaid Expenses (1,250) (1,250) -
Accounts Payable 56 56 -
Interest Payable 12,362 12,362 -
Rent Payable to Related Parties 3,000 3,000 -
------------------- ---------------- -------------------
Net cash used in operating activities (72,719) (72,594) (125)
------------------- ---------------- -------------------

Financing Activities
Sale of Common Stock for Cash 6,460 6,460 -
Loans from Related Parties 258,640 258,515 125
Payment of Loans from Related Parties (9,684) (9,684) -
------------------- ---------------- -------------------
Net cash provided by financing activities 255,416 255,291 125
------------------- ---------------- -------------------

Investing Activities
Purchase of Licensed Technology (7,000) (7,000) -
Payments for Sponsored Research (175,000) (175,000) -
------------------- ---------------- -------------------
(182,000) (182,000) -
------------------- ---------------- -------------------

Change in Cash 697 697 -
------------------- ---------------- -------------------

Cash at Beginning of Period - - -
------------------- ---------------- -------------------

Cash at End of Period $ 697 $ 697 $ -
------------------- ---------------- -------------------

Supplemental Disclosure of Cashflow Information
Cash Paid for Interest and Taxes $ - $ - $ -
------------------- ---------------- -------------------

</TABLE>

The accompanying notes are an integral part of the financial statements

F-15 Sequentially numbered page 30
<PAGE>

Centrex, Inc.
A Development Stage Company

Statements of Shareholders' Equity
From Inception (October 6, 1998) Through December 31, 1999

Common
Preferred Common Par Stock Contributed Accumulated
Stock Stock Value Subscribed Capital Deficit Total
--------------------------------------------------------------------------------------

Balance at Inception (October 6, 1998) $ - $ - $ - $ - $ - $ - $ -
Common Stock Issued to Founders - 6,100,000 6,100 (6,100) - - -
Contributed Capital by Founders - - - - 125 - 125
Net loss for 1998 - - - - - (125) (125)
--------------------------------------------------------------------------------------

Balance at December 31, 1998 - 6,100,000 6,100 (6,100) 125 (125) -
Common Stock Subscriptions Paid by Founders - - - 6,100 - - 6,100
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 for 1999 - - - - - (246,088) (246,088)
--------------------------------------------------------------------------------------

Balance at December 31, 1999 $ - $ 7,950,000 $ 7,950 $ - $ 22,525 $ (246,213) $(215,738)
--------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements

F-16 Sequentially numbered page 31
<PAGE>

Centrex, Inc.
(A Development Stage Company)

Notes to Financial Statements
December 31, 1999

Note 1--Organization and Summary of Significant Accounting Policies

Cash and Cash Equivalents
The Company considers highly liquid investments with maturities of three months
or less to be cash equivalents.

Compensation of Officers and Employees
The Company's officers and other employees serve without pay or other non-equity
compensation. The fair value of these services is estimated by management and is
recognized as a capital contribution. For the year ended December 31, 1999 and
for the period from inception (October 6, 1998) to December 31, 1998 the Company
recorded $22,400 and $0, respectively, as a capital contribution by the officers
and other employees.

Fiscal Year End
The Company's fiscal year ends on December 31.

F-17 Sequentially numbered page 32
<PAGE>

New Accounting Standards
The Company adopted SFAS No. 130, "Reporting Comprehensive Income" and SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information"
during 1998. The Company has no comprehensive income items during 1999 and 1998.
Therefore, net loss equals comprehensive income. The Company operates in only
one business segment. The Company will adopt SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" during 2001. Currently, the
Company does not engage in hedging activities or transactions involving
derivatives.

Note 2--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, to develop and market a
system to detect microbial contamination in food and water. The liabilities of
EMSI were to pay the University of California $7,000 for the exclusive license
and $410,000 over a 21 month period to develop the detection system. The license
fee was paid in full by Centrex on June 1, 1999. As of December 31, 1999, the
Company has paid $175,000 under the terms of the Sponsored Research Agreement.

Note 3--Safe Water Technologies, Inc. Merger

Subsequent to the SWT Merger, UTEK Corporation owns 1,539,000 shares (or 19%) of
the common stock of Centrex.

F-18 Sequentially numbered page 33
<PAGE>

Note 4--Licensed Technologies

On June 1, 1999, the Company paid $7,000 to the University of California for the
exclusive worldwide license to develop and market the detection system. The
exclusive license is being amortized over 17 years using the straight-line
method. At December 31, 1999, accumulated amortization related to the exclusive
license was $240.

The cost of the exclusive worldwide license to market an on-line technique for
detecting, classifying and counting microorganisms in water solutions is being
amortized over 17 years using the straight-line method.

Note 5--Sponsored Research Agreement

On June 1, 1999, the Company paid $70,000 of its $410,000 obligation to Los
Alamos National Laboratories ("LANL") under the terms of a Sponsored Research
Agreement with the University of California (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. The Sponsored
Research Agreement is amortized over 21 months using the straight-line method,
with amortization cost recorded as R&D expense. At December 31, 1999,
accumulated amortization related to the Sponsored Research Agreement was
$136,667.

Note 6--Related Party Transactions

During 1999 and 1998, the Company borrowed $258,065 and $125, respectively, from
shareholders. During 1999, the Company repaid $8,333 in cash and a $1,350
subscription due from a shareholder was applied against the amount owed to that
shareholder. At December 31, 1999, the balance owed to shareholders totaled
$248,507. The balance has accrued interest at 12% and if defaulted will accrue
interest at 16% annually.

Note 7--Commitments and Contingencies

Future Royalty Obligations Under Exclusive License Agreements
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.

F-19 Sequentially numbered page 34
<PAGE>

U.S. and Foreign Patent Protection
The U.S. patent covering the method to detect microbial contamination in food
and water does not extend to foreign countries and the Company does not
presently have any foreign patent protection for its product.

Rent Expense
The Company's executive office is leased from a third party under the terms of a
lease agreement that expires March 31, 2002. The office is shared with other
companies controlled by the officers and directors of the Company. During 1999
and 1998, the Company recorded $3,000 and $0 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
----------------------- ------------------------ ---------------------
2000 $44,594 $9,600
2001 45,587 9,600
2002 11,462 2,292

Employment Agreement with James Puryear
On November 1, 1999, the Company entered into an employment agreement
("Agreement") with James Puryear, whereby Mr. Puryear became President and Chief
Executive Officer and a Director of the Company. The Company agreed to pay him
an annual gross base salary of $150,000, subject to one of the following
triggering events; he causes Centrex to receive annually (1) at least $500,000
in net proceeds from the sale of its common stock, or (2) net profits of at
least $500,000 from the sale of its products, or (3) the sale, merger, or
business combination of Centrex by December 31, 2000. Payment of compensation to
him is due within 30 days after the occurrence of a triggering event. The Board
also has the discretion of paying him an annual bonus of $50,000 subject to the
occurrence of a triggering event. In addition, he was granted Incentive Stock
Options to purchase up to 1,000,000 shares of common stock of Centrex at an
exercise price of $0.50 per share (see Note 9). The Agreement terminates on
December 31, 2002 unless extended by the parties. As of December 31, 1999, none
of Mr. Puryear's contingent compensation has been accrued.

Note 8--Common Stock and Paid in Capital

During the years ended December 31, 1999 and 1998 the following common stock
transactions occurred:

During 1998, the Company issued 6,100,000 shares of its common stock at par
value to its founders in exchange for subscriptions. During 1999, the
subscriptions were paid in full in cash.

Centrex is authorized to issue 45,000,000 Shares of Common Stock, par value
$0.001 per share, of which 7,950,000 shares were outstanding as of December 31,
1999. 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.

F-20 Sequentially numbered page 35
<PAGE>

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.

Note 9--Stock Options

On November 1, 1999, the Board of Directors granted to Mr. Jim Puryear,
President and Chief Executive Officer of Centrex, options to purchase up to
1,000,000 shares of Centrex Common Stock at an exercise price of $0.50 per
share. The exercise price was equal to the fair value of the Company's common
stock, as determined by the Board, on the date of grant. The options are
non-assignable and expire on October 30, 2009. The options shall become vested
and exercisable as long as he is employed by the Company and the following
conditions are satisfied:

1. 250,000 shares upon execution of the Incentive Stock Option agreement
2. 250,000 shares upon approval by the Board of a definitive business plan
3. 250,000 shares upon receipt by Centrex of at least $1.5 million from the
sale of securities of Centrex or $1.5 million in funding that is acceptable
to Centrex.
4. 250,000 shares upon the first commercial sale of product of Centrex to a
bona fide third party purchaser for value.

On November 1, 1999, 250,000 options at an exercise price of $0.50 per share
became vested and exercisable. Because Mr. Puryear is an employee of Centrex, no
compensation cost was recorded in connection with the stock option grant and no
compensation cost will be recorded when the options vest.

SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") provides an
alternative method of determining compensation cost for employee stock options,
which alternative method may be adopted at the option of the Company. Had
compensation cost for the 250,000 vested options been determined consistent with
SFAS 123, the Company's net loss and EPS would have been reduced to the
following pro forma amounts:

Net loss:
As reported $(246,213)
Pro forma (323,713)

Basic and diluted EPS:
As reported $ (0.04)
Pro forma (0.05)

F-21 Sequentially numbered page 36
<PAGE>

A summary of the status of the Company's stock options at December 31, 1999, and
changes during the period then ended is presented below:

December 31, 1999
----------------------
Weighted
Average Exercise
Shares Price
---------- -----------
Employees
Outstanding, beginning of period --- ---
Granted 1,000,000 $0.50
Exercised --- ---
Forfeited --- ---
---------- -----------
Outstanding, December 31, 1999 1,000,000 $0.50
---------- -----------
Exercisable, December 31, 1999 250,000 $0.50
---------- -----------
Weighted average fair value of options granted $0.22
----------

The following table summarizes information about fixed stock options outstanding
at December 31, 1999:

Options Outstanding Options Exercisable
------------------------------------------ ------------------------------
<S> <C> <C> <C> <C> <C>

Weighted
Average Weighted Weighted
Number Remaining Average Number Average
Range of exercise Outstanding Contractual Exercise Exercisable Exercise Price
prices at 12/31/99 Life Price at 12/31/99
---------------------- -------------- -------------- ------------ -------------- ---------------

Employees
$0.50 1,000,000 9.83 years $0.50 250,000 $0.50

</TABLE>

Note 10--Earnings per Share

Basic and diluted EPS for the years ended December 31, 1999 and 1998 were
computed as follows:
<TABLE>
<CAPTION>
<S> <C> <C> <C>

From inception
(October 6,
1998) through
December 31, 1999 December 31, December 31,
Basic and Diluted EPS Computation: 1999 1998
-------------------------------------------------- ------------------ --------------- ----------------

Net loss applicable to common stockholders $(246,213) $(246,088) $(125)

Weighted average shares outstanding 6,746,231 6,898,493 6,100,000
------------------ --------------- ----------------

Basic and Diluted EPS $(0.04) $(0.04) $--
------------------ --------------- ----------------

</TABLE>

F-22 Sequentially numbered page 37
<PAGE>

Note 11--Non-Cash Financing and Investing Activities

During 1999, the Company made arrangements with Los Alamos National Laboratories
to pay on an installment basis the $410,000 required by the Sponsored Research
Agreement. During 1999, the Company paid $175,000 pursuant to the installment
agreement.

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, 1999, the Company had no temporary differences. The components of
the Company's deferred income tax asset are as follows:

From inception
(October 6, 1998)
through December 31, December 31,
December 31, 1999 1999 1998
------------------- ----------------- ---------------

Net operating loss
carryforward $76,096 $76,054 $43
Valuation allowance
for deferred tax asset $(76,096) $(76,054) $(43)
------------------- ----------------- ---------------
Net deferred tax asset $0 $0 $0
------------------- ----------------- ---------------

At December 31, 1999, the Company had net operating loss carryforwards of
approximately $223,000, expiring in 2019. These net operating loss carryforwards
are available for the reduction of future years' federal taxable income and
income taxes. A valuation allowance fully offsets the benefit of the net
deferred tax asset because the Company has incurred only losses since inception
and because of the uncertainty with respect to future profitability.

Note 13--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 net loss of
$246,088 for the year ended December 31, 1999. Management intends to provide the
necessary development and operating capital through sales of its common stock
and increasing revenues by gaining EPA approval to permit marketing of the test
worldwide. The ability of the Company to continue as a going concern during the
next year depends on the successful completion of the Company's efforts to raise
capital and gain EPA approval. The financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.

F-23 Sequentially numbered page 38

<PAGE>

PART III

Index to and Description of Exhibits

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

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
6.1 License Agreement between E.Coli Measurement Systems, Inc.
and the University of California dated February 18, 1999
6.2 License Agreement between Safe Water Technologies, Inc.
and the University of South Florida Research Foundation,
Inc. 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.
dated February 20, 2000
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
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
27.0 Financial Data Schedule at September 30, 2000 (for
electronic filers only)

Sequentially numbered page 39

<PAGE>

SIGNATURES

In accordance with Section 12 of the Section 12 of the Securities Exchange
Act of 1934, the registrant caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.

Centrex, Inc.

/s/ Gifford M. Mabie
Sole Officer and Director

November 27, 2000

Sequentially numbered page 40