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Saturday, 05/05/2007 11:14:01 AM

Saturday, May 05, 2007 11:14:01 AM

Post# of 1530
** TEXG DD: May.1 8K filing:

Form 8-K for TERAX ENERGY, INC. 1-May-2007

Unregistered Sale of Equity Securities, Change in Directors or Principal Officers

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.

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