UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: July 19, 2010
Terax Energy, Inc.
(Exact name of small business issuer as specified in its charter)
Commission File Number: 333-72230
Nevada 88-0475757
(State of incorporation) (IRS Employer ID Number)
3767 Forest Lane, Suite 124, PMB-415, Dallas,Texas 75244
(Address of principal executive offices) (Zip Code)
(214) 386-7350
(Registrant's telephone number)
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))
SECTION 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On September 27, 2007, former management of Terax Energy, Inc. (Company) filed
an omnibus Current Report on Form 8-K/A as of June 8, 2007 noting, among other
things, the suspension of trading in the Company's equity securities by the U.
S. Securities and Exchange Commission, a delisting of the Company's equity
securities on the OTC Bulletin Board, foreclosure on virtually all of the
Company's operating assets and the uncertainty of the ultimate outcome on then-
pending acquisitions and transactions. Since that filing, the Company has
settled all outstanding events noted in said filing and has no, to the best of
current management's knowledge and research, continuing obligations or
contingencies related to the aforementioned disclosures.
Accordingly, effective as of the Company's year ended June 30, 2007, the Company
had disposed, through foreclosure or other means, all operations and assets and
became a dormant entity. Concurrent with the previously reported events, the
Company's former management effectively suspended reporting under the Securities
Exchange Act of 1934, as amended, due to a lack of operating capital concurrent
with the filing of a Quarterly Report on Form 10-QSB for the quarter ended March
31, 2007.
The Company's current business plan is to locate and combine with an existing,
privately-held company which is profitable or, in management's view, has growth
potential, irrespective of the industry in which it is engaged. However, the
Company does not intend to combine with a private company which may be deemed to
be an investment company subject to the Investment Company Act of 1940. A
combination may be structured as a merger, consolidation, exchange of the
Company's common stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.
SECTION 4.01 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Company has not had it's financial statements audited since the year ended
June 30, 2006. At that time, the Company had engaged the services of Malone &
Bailey, PC of Houston, Texas. On September 21, 2007, as reported in the above
mentioned Current Report on Form 8-K/A, Malone & Bailey, PC tendered its
resignation as the Company's independent certified public accounting firm. The
Company has engaged no other auditing firm since September 21, 2007.
On July 19, 2010, as a result of a July 13, 2010 change in the Company's Board
of Directors and Officers, the Company's Board of Directors and Senior
Management authorized the engagement of S. W. Hatfield, CPA of Dallas, Texas
(SWHCPA) as the Company's new independent auditors, contingent upon the
completion of the appropriate due diligence as required by current accounting
standards. The Company did not consult with SWHCPA at any time prior to the
September 2007 resignation of Malone & Bailey PC or subsequent thereto,
including the Company's two most recent fiscal years ended June 30, 2010 and
2009, and the subsequent interim periods through the date of this Report,
regarding any of the matters or events set forth in Item 304(a)(1)(v) of
Regulation S-K.
ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
(b) As reported in a Current Report on Form 8-K dated July 13, 2010, the
Company announced that Mr. Charles Stidham was appointed as the Company's
sole Director, President and Chief Executive Officer.
(c) Mr. Stidham, the Company's current sole Director, President and Chief
Executive Officer, has over 25 years experience as a professional investor
in various industries and has previously been successful in the
reactivation of various inactive public companies similar to the Company.
We believe that Mr. Stidham possesses the attributes, experience, and
qualifications necessary to reactivate the Company and implement a new
business plan. Furthermore, given Mr. Stidham's abilities and the Company's
limited financial resources, the Company has determined that it is in its
best interests for Mr. Stidham to serve as both the Company's principal
executive officer as well as Chairman of the Board of Directors. Since Mr.
Stidham serves as the Company's sole director, there is no designated lead
director, and therefore, any and all risk oversight and risk management
matters are the responsibility of Mr. Stidham.
ITEM 8.01 - OTHER EVENTS
With the pending engagement of S. W. Hatfield, CPA, management, through this
filing, is notifying the general public of its intent to file the Annual Report
on Form 10-K for each of the years ended June 30, 2010, 2009, 2008 and 2007 as
soon as the appropriate records can be provided to S. W. Hatfield, CPA, the
Company's newly appointed independent certified public accounting firm and the
required audits of the Company's financial statements may be completed.
Additionally, the Company intends to file the required Quarterly Reports on Form
10-Q for each of the respective quarters ended between June 30, 2007 and June
30, 2010.
On July 19, 2010, the Company changed its phone number to (214) 386-7350.
(Signatures follow on next page)
2
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 thereunto duly authorized.
TERAX ENERGY, INC.
Date: July 19, 2010 By: /s/ Charles Stidham
-----------------------------------
Charles Stidham
Chief Executive Officer
