Replies to post #221 on Terax Energy (TEXG)

[Stock Lobster]

TEXG: Filing re the merger with Westar:

TEXG Filing re Westar Oil:

http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001062993%252D07....

TEXG -- Terax Energy, Inc.
Com ($0.001)(New)

--------------------------------------------------------------------------------

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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 26, 2007

TERAX ENERGY, INC.
(Exact name of registrant as specified in its charter)

Nevada 333-72230 88-0475757
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)

13355 Noel Road, 1370 One Galleria Tower, Dallas, TX 75240
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code [phone]

Copy of correspondence to:

Marc J. Ross, Esq.
Thomas A. Rose, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Tel: [phone] Fax: [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


--------------------------------------------------------------------------------

ITEM 1.01 Entry into a Material Definitive Agreement
ITEM 3.02 Unregistered Sales of Equity Securities

On April 26, 2007, Terax Energy, Inc. (the “Company”) entered into a Purchase and Sale Agreement with Westar Oil, Inc. (“Westar”) pursuant to which the Company agreed to sell 55% of the issued and outstanding shares of common stock of the Company. The Agreement contemplates the holding of two closings as follows: (i) an initial closing pursuant to which the Company sold to Westar 9% of its issued and outstanding common stock at a price of $0.21 per share; and (ii) provided that as of July 15, 2007, there shall not be any bankruptcy or insolvency proceeding against the Company, a second closing pursuant to which the Company will sell to Westar 46% of its issued and outstanding common stock at a price of $0.21 per share. Pursuant to the terms of the Agreement, at the initial closing, Westar designated one member of the Board of Directors of the Seller and the Company delivered an undated resignation of David Pratt as a member of the Board of Directors of the Company which will be dated and accepted upon the expiration of the 10 day period after the Company files a Schedule 14f-1. Further, in accordance with the terms of the Purchase and Sale Agreement, the Company will change its name within 21 days of the initial closing to a name designated by the Westar.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) with respect to the foregoing, pursuant to the provisions of Regulation D, promulgated pursuant to the Act.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 16, 2007, Lawrence Finn, the Company’s President, CEO and CFO, resigned as the Company’s President and CEO.

At the initial closing, on April 26, 2007, Linda Contreras was appointed as the Company’s Chief Executive Officer and Director. Since 2004 Ms. Contreras served as the head of the acquisition team at Summitt Oil & Gas, Inc. in Beverly Hills, California. Ms. Contreras leads the acquisitions team in the evaluation of offerings in oil and gas development programs, and provides economic analysis of all proposed acquisitions, divestitures, and drilling activities. Ms. Contreras also serves as a Director of National Healthcare Technology, Inc. a publicly traded entity whose securities are quoted on the OTCBB. Ms. Contreras received her Bachelor of Arts in Political Science from the University of California at Berkeley in 2003.

ITEM 9.01 Financial Statements and Exhibits

Exhibit Exhibit Title of Description
Number

10.1 Purchase and Sale Agreement between Terax Energy, Inc. and Westar Oil Inc. dated April 26, 2007.


--------------------------------------------------------------------------------

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 1, 2007

TERAX ENERGY, INC.


By: /s/ Linda Contreras
Linda Contreras
Chief Executive Officer


--------------------------------------------------------------------------------


--------------------------------------------------------------------------------

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (the “Agreement” ) is executed on April 24th, 2007 by and between Westar Oil Inc , 9595 Wilshire Blvd, Suite 510 Beverly Hills, CA.90210 (the “Purchaser” ) and Terax Energy Inc whose (the “Seller” ). Seller and Purchaser are sometimes together referred to herein as “Parties.”

NOTICE IS TAKEN OF THE FOLLOWING:

A. Seller owns certain oil and gas leasehold interests located in Texas approximately 20,000 acres that currently generate no income and related assets more fully described on the exhibits hereto.


B. Seller desires to sell and Purchaser desires to acquire stock in Seller’s company equal to Fifty-Five percent (55%) of the issued and outstanding shares of common stock, $.001 par value per share, as of the closing of the transactions contemplated hereby (the “Terax Shares”). The purchase shall be in two installments, one installment upon execution of the agreement and the second installment no later than July 15, 2007.


NOW, THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter set forth, Seller and Purchaser hereby agree as follows:

ARTICLE 1. - DEFINITIONS

1.1. “Agreement” shall mean this Purchase and Sale Agreement, as amended from time to time, between Seller and Purchaser.

ARTICLE 2. - AGREEMENT TO PURCHASE AND SELL

Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and pay for the Stock

ARTICLE 3. - PURCHASE PRICE AND PAYMENT

3.1. Purchase Price . The Purchase Price for the stock shall be equal to Twenty One cents ($0.21) per share, multiplied by the number of Terax Shares to be issued (the “Purchase Price”). The Purchase Price shall be paid in cash by the delivery to Seller of a certified or bank cashier's checks in New York Clearing House Funds, payable to the order of the Seller or, at the Seller’s option, by wire transfer of immediately available funds into an account designated by the Seller. An initial closing will be held pursuant to which the Purchaser will acquire nine percent (9%) of the issued and outstanding Terax Shares as of the date hereof, at a purchase price of $0.21 per share. Provided that as of 9:00 am EDT on July 15th, there shall not exist any bankruptcy or insolvency proceedings against the Seller, a second closing shall be held pursuant to which the Purchaser shall acquire forty six percent (46%) of the issued and outstanding Terax Shares as of the date hereof, at a purchase price of $0.21 per share.

1


--------------------------------------------------------------------------------

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES

4.1. Seller's Representations and Warranties . Seller represents and warrants to Purchaser as follows:

a. Seller's Organization . Seller has been duly organized and is validly existing in good standing under the laws of the State of Nevada, and is qualified to do business in all jurisdictions where the nature of the Stock or its business so requires such qualification.

b. Seller's Authority . Seller has the power and authority to enter into and perform the Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance by Seller of the Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action and the Agreement has been duly executed and delivered by Seller. This authority shall include express acknowledgements that the board of directors of seller have approved this transaction, and that the board will provide prior to close signed Board resolutions approving this transaction. Furthermore, Seller expressly acknowledges that Seller has not relied on any written or oral representations by Purchaser, or Purchaser’s agents regarding any provision of this agreement, or any implied or express written or oral representations. Neither the execution and delivery of this Agreement, the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement will violate, conflict with, result in a breach of, or constitute a default under any statute, regulation, indenture, mortgage, loan agreement, or other agreement or instrument to which the Seller is a party or by which it is bound, any charter, regulation, or bylaw provision of the Seller, or any decree, order, or rule of any court or governmental authority or arbitrator that is binding on the Seller in any way.

4.2. Purchaser's Representations and Warranties . Purchaser represents and warrants to Seller as follows:

a. Purchaser's Organization . Purchaser has been duly organized and is validly existing and in good standing under the laws of the State of Nevada, and, at Closing.


b. Purchaser's Authority . Purchaser has the power and authority to enter into and perform the Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance by Purchaser of the Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action and the Agreement has been duly executed and delivered by Purchaser. This authority shall include express acknowledgements that the board of directors of Purchaser have approved this transaction, and that the board will provide prior to close signed Board resolutions approving this

2


--------------------------------------------------------------------------------

transaction. Furthermore, Purchaser expressly acknowledges that Purchaser has not relied on any written or oral representations by Seller, or Seller’s agents regarding any provision of this agreement, or any implied or express written or oral representations. Neither the execution and delivery of this Agreement, the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement will violate, conflict with, result in a breach of, or constitute a default under any statute, regulation, indenture, mortgage, loan agreement, or other agreement or instrument to which the Purchaser is a party or by which it is bound, any charter, regulation, or bylaw provision of the Purchaser, or any decree, order, or rule of any court or governmental authority or arbitrator that is binding on the Purchaser in any way.


c. Investment Intent . The Terax Shares are being acquired hereunder by the Purchaser for investment purposes only, for their own account, not as a nominee or agent and not with a view to the distribution thereof, except in compliance with the Securities Act of 1933, as amended, and applicable law. The Purchaser has no present intention to sell or otherwise dispose of the Terax Shares and will not do so except in compliance with the provisions of the Securities Act of 1933, as amended, and applicable law. The Purchaser understand that the Terax Shares acquired hereunder must be held indefinitely unless a subsequent disposition or transfer of any of said shares is registered under the Securities Act of 1933, as amended, or is exempt from registration therefrom. The Purchaser further understand that the exemption from registration afforded by Rule 144 (the provisions of which are known to the Sellers) promulgated under the Securities Act of 1933, as amended, depends on the satisfaction of various conditions, and that, if and when applicable, Rule 144 may afford the basis for sales only in limited amounts.


d. Investment Experience; Suitability . The Purchaser is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Terax Shares and the Purchaser’s financial position is such that the Purchaser can afford to retain the Terax Shares for an indefinite period of time without realizing any direct or indirect cash return on their investment.


e. No Regulatory Proceedings . Neither the Purchaser nor any officer, director, principal stockholder or affiliate of the Purchaser has been the subject of any regulatory or criminal proceedings or prosecutions relating to violation of or a liability under Federal or state securities laws or a claim of breach of fiduciary duty.


f. No Other Representations or Warranties; Schedules . Except for the representations and warranties contained in Section 4.1 of this Agreement, neither the Seller nor any other person makes any express or implied representation or warranty with respect to the Seller, the business of the Seller, the financial condition of the Seller or the transactions contemplated by this Agreement, and the Seller disclaim any other


3


--------------------------------------------------------------------------------

representations or warranties, whether made by the Seller, any affiliate of the Seller or any of its officers, directors, managers, employees, agents or representatives. Except for the representations and warranties contained in Section 4.1 of this Agreement, the Seller (i) expressly disclaims and negates any representation or warranty, expressed or implied, at common law, by statute or otherwise, relating to the condition of the Company’s assets (including any implied or expressed warranty of merchantability or fitness for a particular) and (ii) hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, statement, or information made, communicated, or furnished (orally or in writing) to the Purchaser or its affiliates or representatives (including any opinion, information, projection or advice that may have been or may be provided to the Purchaser by any director, officer, employee, agent, consultant or representative of the Seller or any of their affiliates). The Seller makes no representations or warranties to the Purchaser regarding the probable success or profitability of the Company.

ARTICLE 5. - COVENANTS

The Seller hereby covenants and agrees with the Purchaser as follows:

5.1 Board of Directors Representation . The Seller agrees that upon the initial closing, the Purchaser shall have the right to designate one member to the Board of Directors of the Seller. Upon the initial closing, the Seller shall deliver to the Purchaser the undated, signed resignation David Pratt as a member of the Board of Directors of the Seller. Within five (5) business days after the initial closing, the Seller shall file with the Securities and Exchange Commission a Schedule 14f-1 under the Securities Exchange Act of 1934, as amended. Upon completion of the required ten (10) day waiting period, the Seller shall date and accept the resignation of Mr. Pratt and may then appoint such additional members to the Board of Directors as disclosed in the Schedule 14f-1.

5.2 Officers . Upon the initial closing, the Purchaser shall have the right to designate the Seller’s Chief Executive Officer and such other officers as Purchaser shall designate.

5.3 Name Change . Within 21 days from the initial closing date, the Seller shall cause its name to be changed to a new name designated by the Purchaser.

ARTICLE 6. - ACCESS TO INFORMATION AND INSPECTIONS

6.1. Title Files . Promptly after the execution of this Agreement and until the Closing Date, Seller shall permit Purchaser and its representatives at reasonable times during normal business hours to examine and, at Purchaser's expense, make such copies of, in Seller's offices at their actual location, all abstracts of title, title opinions, title files, ownership maps, lease files, assignments, division orders, payout statements and agreements pertaining to the Seller as requested by Purchaser, insofar as the same may now be in existence and in the possession of Seller.

4


--------------------------------------------------------------------------------

ARTICLE 7. - ENVIRONMENTAL MATTERS, ADJUSTMENTS AND TERMINATION

7.1. Site Inspections . Upon execution of and pursuant to the terms of this Agreement, Purchaser shall have the right, at reasonable times during normal business hours, to conduct its investigation into the status of the physical and environmental condition of the assets of the Seller, at the sole cost and expense of Purchaser.

ARTICLE 8. - TITLE DEFECTS, TERMINATION AND ADJUSTMENTS

8.1 Definitions . For purposes hereof, the terms set forth below shall have the meanings assigned thereto:

a. “Defensible Title,” subject to and except for the Permitted Encumbrances (as hereinafter defined), means that Seller has such title that (i) entitles Seller to receive not less than the net revenue interest shown on Exhibit B of all oil and gas produced, saved, and marketed from or attributable to the well or unit indicated; (ii) obligates Seller to bear the costs and expenses relating to the maintenance, development and operation of such well or unit in an amount not greater than the expense interest of Seller.

ARTICLE 9. - CLOSING CONDITIONS

9.1. Seller's Closing Conditions . The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

a. all necessary consents of and filings with any state or federal governmental authority or agency relating to the consummation of the transactions contemplated by this Agreement shall have been obtained, accomplished or waived, except to the extent that such consents and filings are normally obtained, accomplished, or waived after Closing;

9.2. Purchaser's Closing Conditions . The obligations of Purchaser under this Agreement are subject, at the option of Purchaser, to the satisfaction, at or prior to the Closing, of the following conditions:

a. all necessary consents of and filings with any state or federal governmental authority or agency relating to the consummation of the transactions contemplated by this Agreement shall have been obtained, accomplished or waived, except to the extent that such consents and filings are normally obtained, accomplished or waived after Closing;

ARTICLE 10. - CLOSING

10.1. Closing . The initial closing of this transaction (the “Closing” ) shall be held at the offices of Purchaser in Dallas Texas, at 10:00 a.m. on April 18th, 2007; or at such earlier date or place as the Parties may agree in writing (the “Closing Date” ).

5


--------------------------------------------------------------------------------

10.2. Seller's Closing Obligations . At Closing, Seller shall deliver to Purchaser the following:

a. Upon the initial Closing - issuance of the Terax Shares equal to Nine (9%) percent of the issued and outstanding shares of common stock as of the initial Closing Date; Upon the final Closing - issuance of the Terax Shares equal to Forty Six (46%) percent of the issued and outstanding shares of common stock as of the initial Closing Date.

10.3. Purchaser's Closing Obligations . At the initial Closing, Purchaser shall deliver the full Purchase Price for the purchase of Nine (9%) percent of the issued and outstanding shares of common stock.

ARTICLE 11. - DEFAULT AND REMEDIES

11.1. Seller's Remedies . If Purchaser fails to comply with the terms of this Agreement, or if Seller’s closing conditions as set out in Section 9.1 are not satisfied or waived by Seller, in either case by the Closing Date, as it shall be extended in accordance herewith, Seller, at its sole option, may select among the following (i) enforce specific performance, or (ii) terminate this Agreement and seek damages from the Purchaser, as well as reserve the right to seek all other remedies are not being waived by Purchaser.

11.2. Purchaser's Remedies . If Seller fails to comply with the terms of this Agreement, or if Purchaser’s closing conditions as set out in Section 9.2 are not satisfied or waived by Purchaser, in either case by the Closing Date, as it may be extended in accordance herewith, Purchaser, at its sole option, may select among the following (i) enforce specific performance, or (ii) terminate this Agreement, as well as reserve the right to seek all other remedies not being waived by Seller .

ARTICLE 12. - GENERAL

12.1. Fees, Costs and Expenses . Except as may be otherwise specifically provided in this Agreement, all fees, costs, and expenses incurred by Purchaser or Seller in negotiating this Agreement or in consummating the transactions contemplated hereby shall be paid by the party incurring that fee or cost, including, without limitation, legal and accounting fees, and any and all costs of due diligence. All sales, use, transfer, intangible, recordation, documentary stamp or similar taxes or charges, of any nature whatsoever, applicable to, or resulting from, the transactions contemplated by this Agreement shall be borne by the Purchaser.

12.2. Further Assurances and Records . After the closing each of the Parties will execute, acknowledge and deliver to the other such further instruments, and take such other action, as may be reasonably requested in order to more effectively assure to said Party all of the respective properties, rights, titles, interests, estates, and privileges intended to be assigned, delivered or inuring to the benefit of such Party in consummation of the transactions contemplated hereby.

12.3. Notices . Except as otherwise expressly provided herein, all

6


--------------------------------------------------------------------------------

communications required or permitted under this Agreement shall be in writing and any communication or delivery hereunder shall be deemed to have been duly given and received (a) three days after being placed in United States first class mail, postage prepaid; (b) when actually delivered by fax or other telecommunication; (c) when actually delivered by certified United States mail, postage prepaid, return receipt requested; or (d) when actually delivered by receipted overnight delivery service, to the address of the parties to be notified as set forth below and addressed as follows:

Purchaser:



Seller:

Any party may, by written notice so delivered to the other, change the address to which delivery shall thereafter be made.

12.04. Indemnity. The Seller and the Buyer, jointly and severally, agree to indemnify and hold harmless each of the current and former officers and directors of Seller (each an “Indemnitee”) from and against:

(a) any and all costs, charges, expenses, fees, damages or liabilities, regardless of when they arose and howsoever arising and whether arising in law or in equity or under statute, regulation or governmental ordinance of any jurisdiction, common law or otherwise (including legal or other professional fees), and whether incurred alone or jointly with others, which the Indemnitee may suffer, sustain, incur or be required to pay arising out of, in connection with or incidental to any action, suit, demand, proceeding, investigation or claim which may be brought, commenced, made, prosecuted or threatened against the Indemnitee (any of the same hereinafter being referred to as a " Claim ") for or in respect of any act, deed, matter or thing done, made, permitted or in respect of any omission to do, make or permit any act, deed, matter or thing whatsoever required or desirable to do, make or permit, by the Indemnitee arising out of, in connection with or incidental to the management, operations, activities or affairs of the Seller or the exercise by the Indemnitee of his powers or the performance of his duties as an officer or director of the Seller, unless sustained or incurred by reason of his gross negligence or intentional misconduct; and

(b) any and all costs, charges, expenses, fees, damages or liabilities which the Indemnitee may suffer, sustain or incur or be required to pay in connection with investigating, initiating, defending, preparing for, providing evidence in, instructing and receiving the advice of his own or other counsel, or any amount paid to satisfy any judgment made, fine imposed, damages or costs or any amount paid or liability incurred by the Indemnitee to settle any Claim, or any amount of tax assessed against the Indemnitee in respect of any indemnity under this Agreement.

7


--------------------------------------------------------------------------------

12.05. Governing Law . THIS AGREEMENT SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.

12.06. Exhibits . All Exhibits and Schedules attached to this Agreement, and the terms of those Exhibits and Schedules which are referred to in this Agreement, are made a part hereof and incorporated herein by reference.

12.07 Binding Effect; Assignment . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any person or entity not a party to this Agreement except as provided below. No assignment of this Agreement or of any rights or obligations hereunder may be made by either the Seller or the Purchaser (by operation of law or otherwise) without the prior written consent of the other parties hereto and any attempted assignment without the required consents shall be void.

12.08 Counterparts; Facsimile Signature . This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Each of the parties to this Agreement agrees that a signature affixed to a counterpart of this Agreement and delivered by facsimile by any person is intended to be its, his or her signature and shall be valid, binding and enforceable against such person.

[Intentionally Blank]

8


--------------------------------------------------------------------------------

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first above written.

SELLER : TERAX ENERGY INC

By: /s/ Lawrence J. Finn
Name: Lawrence J. Finn
Title: President & CEO

PURCHASER : WESTAR OIL INC

By: /s/ Mark nderson
Name: Mark Anderson
Title: President

9


--------------------------------------------------------------------------------










All information contained herein is provided "as is." Pink Sheets LLC makes no representation or warranty, expressed or implied, as to the accuracy, timeliness, or completeness of the information provided herein. Neither Pink Sheets LLC, nor its directors, officers, employees, or third party data suppliers, shall bear any responsibility or liability to verify the information and/or its source or for the use, misuse, or inability to use the information provided. None of the foregoing parties shall be liable to any third-party claims or losses of any nature. Accordingly, investors should not use this information as the basis for making an investment decision. Please see Risk Warning and Terms of Service for more information.




Risk Warning | Contact Regulators

Home | About Us | Contact Us | FAQ | Glossary
Quotes & News | Market Activity| Company Search | OTC Guide | Products & Services

© Copyright 2004, Pink Sheets LLC. All Rights Reserved.
Please read our Terms of Service, Linking & Framing Terms, Trademarks, and Privacy Statement.

[Stock Lobster]

TEXG: re Westar Merger (2): TEXG Filing #2:

http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001062993%252D07....


TEXG -- Terax Energy, Inc.
Com ($0.001)(New)

--------------------------------------------------------------------------------

TERAX ENERGY, INC.
One Galleria Tower
13355 Noel Road, Suite 1370
Dallas, TX 75240
Tel: [phone]

INFORMATION STATEMENT PURSUANT TO
SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER

This Information Statement is being mailed on or about May 1, 2007, by Terax Energy, Inc. (the "Company") to the holders of record of shares of its common stock, $0.001 par value per share as of the close of business on April 27, 2007. This information statement is provided to you for information purposes only. We are not soliciting proxies in connection with the items described in this Information Statement. You are urged to read this Information Statement carefully. You are not, however, required to take any action.

You are receiving this Information Statement in connection with the appointment of one new member to the Company’s Board of Directors, in connection with the Company’s entry into a Purchase and Sale Agreement with Westar Oil, Inc. (“Westar”) pursuant to which the Company agreed to sell 55% of the issued and outstanding shares of common stock of the Company. At the initial closing the Company sold 9% of its issued and outstanding common stock at a price of $0.21 per share for a consideration of $129,780. Pursuant to the terms of the Purchase and Sale Agreement a second closing will be held, provided that as of July 15, 2007, there shall not be any bankruptcy or insolvency proceeding against the Company, pursuant to which the Company will sell to Westar 46% of its issued and outstanding common stock at a price of $0.21 per share.

This Information Statement is being mailed to stockholders of the Company pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1 thereunder.


--------------------------------------------------------------------------------

CERTAIN INFORMATION REGARDING THE COMPANY

Changes in the Company’s Board of Directors and Management Following the Acquisition - At the initial closing of the Purchase and Sale Agreement on April 26, 2007, Linda Contreras was appointed the Chief Executive Officer of the Company, effective immediately. Pursuant to the terms of the Purchase and Sale Agreement, David Pratt, the Company’s sole director, submitted an undated signed resignation letter which the Company’s Board of Directors will date and accept upon the filing of the Schedule 14f-1.

DESCRIPTION OF SECURITIES

Common Stock

The Company is authorized to issue up to 300,000,000 shares of common stock, par value $.001. As of April 27, 2007, there were 3,066,631 shares of common stock outstanding. Holders of the common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefor. Upon the liquidation, dissolution, or winding up of our company, the holders of common stock are entitled to share ratably in all of our assets which are legally available for distribution after payment of all debts and other liabilities and liquidation preference of any outstanding common stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The outstanding shares of common stock are validly issued, fully paid and nonassessable.

Preferred Stock

We are authorized to issue up to 5,000,000 shares of “blank check” preferred stock, none of which are authorized or issued.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information, as of April 27, 2007 with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

Common Stock Percentage of
Name of Beneficial Owner (1) Beneficially Owned Common Stock (2)
Linda Contreras - -
Lawrence Finn 30,000 0.81%
David Pratt 1,250 0.03%
Westar Oil, Inc. 618,000 16.77%
Magnetar Capital Master Fund, Ltd. 185,000 5.02%

All officers and directors as a group (5 persons)

(1) Except as otherwise indicated, the address of each beneficial owner is c/o Terax Energy, Inc. 13355 Noel Road, 1370 One Galleria Tower, Dallas, TX 75240.


(2) Applicable percentage ownership is based on 3,684,631 shares of common stock outstanding as of April 30, 2007, together with securities exercisable or convertible into shares of common stock within 60 days of April 30, 2007 for each stockholder. Beneficial ownership is determined in


2


--------------------------------------------------------------------------------

accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of April 30, 2007 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

No Director, executive officer, affiliate or any owner of record or beneficial owner of more than 5% of any class of voting securities of the Company is a party adverse to the Company or has a material interest adverse to the Company.

Management of the Company Subsequent to the Acquisition

MANAGEMENT

Executive Officers and Directors

The following are the names and certain information regarding the Company’s Directors, Director Nominees and Executive Officers following the Acquisition. The Company plans to appoint the Director Nominees to the Company’s Board of Directors approximately ten days after the date the Company transmits to all holders of record of the Company’s common stock information required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended. There are no family relationships among any of the Company’s Directors, Director Nominees and Executive Officers.

Name Age Position
Linda Contreras 26 Chief Executive Officer and Director

Officers are elected annually by the Board of Directors (subject to the terms of any employment agreement), at its annual meeting, to hold such office until an officer’s successor has been duly appointed and qualified, unless an officer sooner dies, resigns or is removed by the Board.

Background of Executive Officers and Directors

Linda Contreras , Chief Executive Officer. On April 26, 2007, Linda Contreras was appointed as the Company’s Chief Executive Officer. From 2004 Ms. Contreras served as the head of the acquisition team at Summitt Oil & Gas, Inc. in Beverly Hills, California. Ms. Contreras leads the acquisitions team in the evaluation of offerings in oil and gas development programs, and provides economic analysis of all proposed acquisitions, divestitures, and drilling activities. Ms. Contreras also serves as a Director of National Healthcare Technology, Inc. a publicly traded entity whose securities are quoted on the OTCBB. Ms. Contreras received her Bachelor of Arts in Political Science from the University of California at Berkeley in 2003.

Shareholder Communications

The Board of Directors will not adopt a procedure for shareholders to send communications to the Board of Directors until it has reviewed the merits of several alternative procedures. The Board of Directors has not adopted a procedure to recommend nominees for the Board of Directors.

3


--------------------------------------------------------------------------------

Executive Compensation

The following table sets forth information with respect to the total compensation paid or accrued by us for the twelve months period ended June 30, 2006, six month period ended June 30, 2005 and the three years ended December 31, 2004 on behalf of each of our named executive officers during such periods.

SUMMARY COMPENSATION TABLE

ANNUAL
COMPENSATION LONG TERM
COMPENSATION

Awards Payouts All
Position Name and Principal Year Salary Bonus Other Restricted Securities other
($) ($) annual stock underlying LTIP compen -
compensation award(s) options/SARs payouts sation ($)
($) ($) (#) ($)

J. William Rhea IV (1) 2005 (2) $93,454 Nil Nil Nil Nil Nil Nil
Chief Executive Officer 2006 $48,958

Bill Chester (3) 2005 (2) $7,500 Nil Nil Nil Nil Nil Nil
President 2006 $37,500

Joseph Wilson (4) 2005 (2) Nil
President 2004 Nil Nil Nil Nil Nil Nil Nil
2003 Nil

Lawrence J. Finn (5) 2006 $109,375 Nil Nil Nil Nil Nil Nil
President, CEO and CFO

Richard C. Binz (6) 2006 $41,850 Nil Nil Nil Nil Nil Nil

Controller and CAO

Sam M. Governale (7) 2006 $113,333 Nil Nil Nil Nil Nil Nil
Vice President of Operations

(1) Appointed Chief Executive Officer May 27, 2005 and terminated on October 31, 2005.


(2) Six Month Period Ended June 30, 2005.


(3) Appointed President March 22, 2005. Resigned as President and appointed as Vice President on May 27, 2005. Resigned as Vice President on October 1, 2005.


(4) Resigned as President March 22, 2005.


(5) Appointed Interim Chief Executive Office and Chief Financial Officer on November 10, 2005 and President and Chief executive Officer on January 29, 2006.


(6) Appointed Controller and CAO on January 26, 2006 and resigned as Controller and CAO on August 25, 2006.


(7) Appointed as Vice President of Operations on September 29, 2005.

4


--------------------------------------------------------------------------------

During the years ended December 31, 2004 and 2003, we did not pay any compensation to our named executive officers.

Director Compensation

Members of our Board of Director who are not otherwise employed by us will receive an annual compensation of $10,000 which will be paid in equal quarterly payments. In addition, each non-employee director will receive 25,000 shares of our common stock, 12,500 will be issued upon their appointment to the Board of Directors and 12,500 will be issued upon the first anniversary after joining the Board, which shares will be issued pursuant to the 2006 Terax Energy, Inc. Incentive Stock Plan.

The Chairman of our Audit Committee will be paid an annual compensation of $10,000 which will be paid in equal quarterly payments. Each member of the Audit Committee will receive an annual compensation of $5,000 which will be paid in equal quarterly payments.

Each member of our Board of Directors will be reimbursed for all reasonable out of pocket expenses incurred for travel to and from board and committee meetings and in the performance of his duties as a member of our Board of Directors.

Benefit Plans

We do not have a defined benefit, pension plan, profit sharing, or other retirement plan.

On February 27, 2006, the Board of Directors adopted the 2006 Terax Energy, Inc. Incentive Stock Plan. In May 2006, we obtained the written consent of shareholders owning a majority of the Company’s stock to the Company’s 2006 Stock Incentive Stock Plan.

Description of the 2006 Terax Energy, Inc. Incentive Stock Plan

The 2006 Incentive Stock Plan has initially reserved 3,200,000 shares of common Stock for issuance. Under the 2006 Incentive Stock Plan, options may be granted which are intended to qualify as Incentive Stock Options ("ISOs") under Section 422 of the Internal Revenue Code of 1986 (the "Code") or which are not ("Non-ISOs") intended to qualify as Incentive Stock Options there under. In addition, direct grants of stock or restricted stock may be awarded.

Purpose . The primary purpose of the 2006 Incentive Stock Plan is to attract and retain the best available personnel in order to promote the success of our business and to facilitate the ownership of our stock by employees and others who provide services to us.

Administration . The 2006 Incentive Stock Plan is administered by our Board of Directors, as the Board of Directors may be composed from time to time. Notwithstanding the foregoing, the Board of Directors may at any time, or from time to time, appoint a committee of at least two members of the Board of Directors, and delegate to the committee the authority of the Board of Directors to administer the 2006 Incentive Stock Plan. Upon such appointment and delegation, the committee shall have all the powers, privileges and duties of the Board of Directors, and shall be substituted for the Board of Directors, in the administration of the 2006 Incentive Stock Plan, subject to certain limitations.

Eligibility . Under the 2006 Stock Incentive Plan, options may be granted to key employees, officers, directors or consultants of the Company, as provided in the 2006 Stock Incentive Plan.

5


--------------------------------------------------------------------------------

Terms of Options . The term of each option granted under the 2006 Incentive Stock Plan shall be contained in a stock option agreement between the optionee and Terax Energy and such terms shall be determined by the Board of Directors consistent with the provisions of the 2006 Stock Incentive Plan, including the following:

(a) Purchase Price. The purchase price of the common stock subject to each incentive stock option shall not be less than the fair market value (as set forth in the 2006 Incentive Stock Plan), or in the case of the grant of an incentive stock option to a principal stockholder, not less that 110% of fair market value of such common stock at the time such option is granted. The purchase price of the common stock subject to each non-incentive stock option shall be determined at the time such option is granted, but in no case less than 85% of the fair market value of such common stock at the time such option is granted;

(b) Vesting. The dates on which each option (or portion thereof) shall be exercisable and the conditions precedent to such exercise, if any, shall be fixed by the Board of Directors, in its discretion, at the time such option is granted. All options or grants which include a vesting schedule will vest in their entirety upon a change of control transaction as described in the 2006 Incentive Stock Plan;

(c) Expiration. The expiration of each option shall be fixed by the Board of Directors, in its discretion, at the time such option is granted; however, unless otherwise determined by the Board of Directors at the time such option is granted, an option shall be exercisable for ten years after the date on which it was granted, or five years for grants to certain executive officers. Each option shall be subject to earlier termination or repurchase as expressly provided in the 2006 Incentive Stock Plan or as determined by the Board of Directors, in its discretion, at the time such option is granted;

(d) Transferability. No option shall be transferable, except by will or the laws of descent and distribution, and any option may be exercised during the lifetime of the optionee only by such optionee. No option granted under the 2006 Incentive Stock Plan shall be subject to execution, attachment or other process;

(e) Option Adjustments. The aggregate number and class of shares as to which options may be granted under the 2006 Incentive Stock Plan, the number and class shares covered by each outstanding option and the exercise price per share thereof (but not the total price), and all such options, shall each be proportionately adjusted for any increase decrease in the number of issued common stock resulting from split-up spin-off or consolidation of shares or any like Capital adjustment or the payment of any stock dividend; and

(f) Termination, Modification, And Amendment. The 2006 Incentive Stock Plan (but not options previously granted under the plan) shall terminate ten years from the date of its adoption by the Board of Directors, and no option or shares shall be granted after termination of the 2006 Incentive Stock Plan. Subject to certain restrictions, the 2006 Incentive Stock Plan may at any time be terminated and from time to time be modified or amended by the affirmative vote of the holders of a majority of the outstanding shares of the capital stock of the Terax Energy present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of the State of Nevada.

On February 27, 2006, the Board of Directors approved certain stock grants to four employees, subject to the approval of shareholders of Terax Energy. In May 2006, we obtained the written consent of shareholders owning a majority of the Company’s stock to the Company’s 2006 Stock Incentive Stock Plan. With respect to each of the following grants, 40% of such shares would be earned on January 1, 2007 and 60% would be earned on January 1, 2008.

Grantee Position Shares
Lawrence J. Finn CEO and CFO 30,000*
Sam M. Governale VP Operations 12,500*
Joyce Moore Secretary 5,000*

6


--------------------------------------------------------------------------------

* Reflects reverse stock split of 20 to 1 effective January 29, 2007

Indemnification Agreements

On December 23, 2005, we entered into indemnification agreements with our then current officers and members of the Board of Directors. The agreements were unanimously approved by the Board of Directors and were deemed to be effective as of May 18, 2005.

Pursuant to the agreements, each indemnitee is indemnified to the fullest extent permitted by law for all judgments, penalties, fines, settlement amounts, costs, or expenses which they may incur as a result of or in connection with their service to Terax Energy.

Certain Relationships and Related Transactions

Except as disclosed below, none of the following parties has in the last two fiscal years had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

Any of our directors or officers;
Any person proposed as a nominee for election as a director;
Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
Any of our promoters; or
Any relative or spouse of any of the foregoing persons who has the same house as such person.
On June 1, 2005, we acquired all of the issued and outstanding securities of Erath Energy Inc. from Holywell Technological Investments Ltd. and First Finance Limited. Bill Chester, one of our directors at the time of the acquisition, was also a director of Erath Energy Inc. First Finance Limited is controlled by Andrew Hromyk, who subsequently was appointed to our board of directors. First Finance Limited received 289,910 of the 1,590,000 shares issued.

7


--------------------------------------------------------------------------------

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Terax Energy, Inc.


By: /s/ Linda Contreras
Linda Contreras
Chief Executive Officer

8


--------------------------------------------------------------------------------










All information contained herein is provided "as is." Pink Sheets LLC makes no representation or warranty, expressed or implied, as to the accuracy, timeliness, or completeness of the information provided herein. Neither Pink Sheets LLC, nor its directors, officers, employees, or third party data suppliers, shall bear any responsibility or liability to verify the information and/or its source or for the use, misuse, or inability to use the information provided. None of the foregoing parties shall be liable to any third-party claims or losses of any nature. Accordingly, investors should not use this information as the basis for making an investment decision. Please see Risk Warning and Terms of Service for more information.




Risk Warning | Contact Regulators

Home | About Us | Contact Us | FAQ | Glossary
Quotes & News | Market Activity| Company Search | OTC Guide | Products & Services

© Copyright 2004, Pink Sheets LLC. All Rights Reserved.
Please read our Terms of Service, Linking & Framing Terms, Trademarks, and Privacy Statement.

[Stock Lobster]

So, it would seem that by July, 55% of the OS, whatever it is at that date, will be in the hands of Westar. 9% already has been exchanged, and 5% belongs to Magnetar Capital Master Fund, Ltd. I would imagine that the company is still holding the other 45% for the final exchange.

from that latest 4/30/07 figure, I guess that leaves in the neighborhood of a 1.2MM public float...unless they were planning on issuing the additional shares later on July. If that's the case, then I'm guessing the current public float is around 2.8MM, more or less.

Whatever it is, I expect the sum to be non-dilutive to shareholder value, as Westar Oil's website indictes that they expect their stock, when traded, to be in the $15-$20 range (http://www.investorshub.com/boards/read_msg.asp?message_id=19398629)



Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information, as of April 27, 2007 with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

Common Stock Percentage of
Name of Beneficial Owner (1) Beneficially Owned Common Stock (2)
Linda Contreras - -
Lawrence Finn 30,000 0.81%
David Pratt 1,250 0.03%
Westar Oil, Inc. 618,000 16.77%
Magnetar Capital Master Fund, Ltd. 185,000 5.02%

All officers and directors as a group (5 persons)

(1) Except as otherwise indicated, the address of each beneficial owner is c/o Terax Energy, Inc. 13355 Noel Road, 1370 One Galleria Tower, Dallas, TX 75240.


(2) Applicable percentage ownership is based on 3,684,631 shares of common stock outstanding as of April 30, 2007, together with securities exercisable or convertible into shares of common stock within 60 days of April 30, 2007 for each stockholder. Beneficial ownership is determined accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of April 30, 2007 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

[Stock Lobster]

Westar Oil: $15-$20/share expected, per their own website:

(apologies if this was already posted here on this board, and take it all with a grain of salt. Still, pretty bullish, imho...)

News February 5, 2007 - Westar Oil Inc has completed its initial testing of its Railroad Valley property.

As a result from that testing and other considerations, the Company announces its plans to become a public company. It is expected that the shares are to be valued between $15.00 to $20.00 dollars per share.

With the large acreage position that Westar has in its Railroad Valley property, and other assets, the Company feels that it is wise to become a public company in order to capitalize on what is expected to be a very large oil and gas discovery.

Furthermore, the Company has submitted an application and approved to drill an additional 14 new wells on the 26,000 acres that it owns in Railroad Valley.

http://www.westaroilinc.com/Westaroil_news.html