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

                                     FORM 15

CERTIFICATION  AND NOTICE OF TERMINATION OF REGISTRATION  UNDER SECTION 12(G) OF
THE SECURITIES  EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTION 13 AND SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.


                                                Commission File Number 333-92299


                                   ROEX, INC.
            (Exact name of registration as specified in its charter)


             2081 Business Center Drive, Suite 185, Irvine, CA 92612
           (949) 476-8675 (Address, including zip code, and telephone
                          number, including area code,
                  of registrant's principal executive offices)


                      COMMON STOCK, UNDERWRITER'S WARRANTS
            (Title of each class of securities covered by this Form)


                                      NONE
               (Title of all other classes of securities for which
                  a duty to file reports under Section 13(a) or
                                 15(d) remains)


       Please place an X in the box(es) to designate the appropriate rule
   provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)              [X]                   Rule 12h-3(b)(1)(i)  [X]
Rule 12g-4(a)(1)(ii)             [ ]                   Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(2)(i)              [ ]                   Rule 12h-3(b)(2)(i)  [ ]
Rule 12g-4(a)(2)(ii)             [ ]                   Rule 12h-3(b)(1)(ii) [ ]
                                                       Rule 15d-6           [ ]


Approximate number of holders of record as of the certification or notice date:
     45

         The Registrant's Form SB-2 Registration Statement, as amended (file no.
333-92299) (the  "Registration  Statement"),  was declared effective November 7,
2001, by the Securities  and Exchange  Commission.  The Registrant  also filed a
Form 8-A  registering  its Common Stock under  Section  12(g) of the  Securities
Exchange  Act of 1934 to become  effective  concurrently  with the  Registration
Statement.  Approximately  14,000 shares were sold and the proceeds deposited in
an escrow. All proceeds have been returned to investors and no further shares of
Common  Stock  covered  by the  Registration  Statement  have  been  sold and no





securities  will  be  sold  pursuant  to  the  Registration  Statement.  Due  to
unfavorable market conditions,  the Registrant has decided that the offering and
sale of the Common Stock  pursuant to the  Registration  Statement be terminated
and  the  Registration   Statement  be  withdrawn.   The  Registrant  has  filed
Post-Effective  Amendment No. 2 with the Commission  constituting an application
to withdraw the Registration Statement,  and has withdrawn,  subject to approval
by the  Commission,  all of the  Common  Stock and other  securities  registered
pursuant  to the  Registration  Statement.  This Form 15 has been filed with the
Commission on the same date such  Post-Effective  Amendment No. 2 was filed with
the Commission.

         Pursuant to the requirements of the Securities Act of 1934, Roex, Inc.,
has  caused  this  certification/notice  to be  signed  on  its  behalf  by  the
undersigned person.

DATE:    February 28, 2001                   ROEX, INC.


                                             /s/ Rodney H. Burreson
                                             -----------------------------------
                                             Rodney H. Burreson, President