8-K

                                  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)

                                November 15, 2002

                                VTEX Energy, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
                 (State or Other Jurisdiction of Incorporation)

                   000-22661                        76-0582614
           (Commission File Number)       (IRS Employer Identification No.)

            8303 Southwest Freeway
                  Suite 950
               Houston, Texas                         77074
   (Address of Principal Executive Offices)         (Zip Code)

                                 (713) 773-3284
              (Registrant's Telephone Number, Including Area Code)

                            Vector Energy Corporation
          (Former Name or Former Address, if Changed Since Last Report)

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










Item 5.     Other Events and Regulation FD Disclosure.

     On November 15,  2002,  Vector  Energy  Corporation,  a Texas  corporation,
merged with and into its wholly owned  subsidiary  VTEX  Energy,  Inc., a Nevada
corporation.  Under the Plan and Agreement of Merger,  one share of VTEX Energy,
Inc. common stock will be issued for each 30 shares of Vector Energy Corporation
common  stock owned as of November  15, 2002,  upon  surrender  of  certificates
representing shares of Vector Energy Corporation. In addition, one share of VTEX
Energy,  Inc. common stock will be issued for each  fractional  share that would
result.  The officers  and  directors of Vector  Energy  Corporation  became the
officers and directors of VTEX Energy, Inc.

Item 7.     Exhibits.

         The following documents are filed as an Exhibit to this report:

2.05 Plan and  Agreement of Merger of Vector  Energy  Corporation  with and into
     VTEX Energy, Inc., dated as of October 25, 2002.

                                   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 hereto duly authorized.

                                                      VTEX Energy, Inc.


Date:       November 19, 2002                By:      /S/ Stephen Noser
            -----------------                         ------------------------
                                                      Stephen Noser, President


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EXHIBIT INDEX

2.05 Plan and  Agreement of Merger of Vector  Energy  Corporation  with and into
     VTEX Energy, Inc. dated as of October 25, 2002.



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EX-2

 EXHIBIT 2.05

                          PLAN AND AGREEMENT OF MERGER


                                       OF

                            VECTOR ENERGY CORPORATION
                              (a Texas corporation)

                                       AND

                                VTEX ENERGY, INC.
                             (a Nevada corporation)

PLAN AND AGREEMENT OF MERGER  entered into on October 25, 2002, by VECTOR ENERGY
CORPORATION,  a Texas corporation ("Vector"), and approved by resolution adopted
by its Board of Directors on said date, and entered into on October 25, 2002, by
VTEX ENERGY,  INC., a Nevada  corporation  ("VTEX"),  and approved by resolution
adopted by its Board of Directors on said date.

     WHEREAS,  Vector is a business  corporation  of the State of Texas with its
registered office therein located at 8303 Southwest Freeway, Suite 950, Houston,
Texas 77074; and

     WHEREAS,  the total number of shares of stock which Vector has authority to
issue is  120,000,000,  of which  100,000,000 are common stock, no par value per
share, and 20,000,000 are preferred stock, no par value per share; and

     WHEREAS,  VTEX is a business  corporation  of the State of Nevada  with its
registered office therein located at 502 East John Street,  City of Carson City;
and

     WHEREAS,  the total  number of shares of stock which VTEX has  authority to
issue is 200,000,000, of which 150,000,000 are common stock, $.001 par value per
share, and 50,000,000 are preferred stock, $.001 par value per share; and

     WHEREAS,  the Texas Business Corporation Act permits a merger of a business
corporation  of the  State of Texas  with and  into a  business  corporation  of
another jurisdiction; and

     WHEREAS,  the General  Corporation  Law of the State of Nevada  permits the
merger  of a  business  corporation  of  another  jurisdiction  with  and into a
business corporation of the State of Nevada; and

     WHEREAS,  Vector and VTEX and the  respective  Boards of Directors  thereof
declare it advisable and to the advantage,  welfare,  and best interests of said
corporations  and their  respective  stockholders  to merge Vector with and into
VTEX  pursuant  to the  provisions  of the Texas  Business  Corporation  Act and
pursuant to the provisions of the General Corporation Law of the State of Nevada
upon the terms and conditions hereinafter set forth;

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
agreement of the parties hereto, being thereunto duly entered into by Vector and
approved by a resolution  adopted by its Board of Directors and being  thereunto

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duly entered  into by VTEX and approved by a resolution  adopted by its Board of
Directors,  the  Merger  and the terms and  conditions  thereof  and the mode of
carrying  the same  into  effect,  are  hereby  determined  and  agreed  upon as
hereinafter in this Plan and Agreement of Merger set forth.

     1.  Vector  shall,  pursuant  to  the  provisions  of  the  Texas  Business
Corporation  Act and to the  provisions  of the General  Corporation  Law of the
State of Nevada,  be merged  with and into VTEX,  which  shall be the  surviving
corporation  from and  after  the  effective  time of the  merger  and  which is
sometimes  hereinafter  referred to as the  "surviving  corporation",  and which
shall  continue to exist as said  surviving  corporation  under its present name
pursuant  to the  provisions  of the  General  Corporation  Law of the  State of
Nevada.  The  separate  existence  of  Vector,  which is  sometimes  hereinafter
referred to as the "terminating corporation", shall cease at said effective time
in accordance with the provisions of the Texas Business Corporation Act.

     2. The present Articles of Incorporation of the surviving  corporation will
be the Articles of Incorporation of the surviving  corporation and will continue
in full force and effect until changed,  altered, or amended as therein provided
and in the manner prescribed by the provisions of the General Corporation Law of
the State of Nevada.

     3. The present by-laws of the surviving  corporation will be the by-laws of
said  surviving  corporation  and will  continue in full force and effect  until
changed, altered, or amended as therein provided and in the manner prescribed by
the provisions of the General Corporation Law of the State of Nevada.

     4. The directors and officers in office of the surviving corporation at the
effective  time of the merger shall be the members of the Board of Directors and
the  officers  of the  surviving  corporation,  all of  whom  shall  hold  their
directorships  and  offices  until  the  election  and  qualification  of  their
respective   successors  or  until  their  tenure  is  otherwise  terminated  in
accordance with the by-laws of the surviving corporation.

     5. Each issued share of the common  stock,  no par value per share,  of the
terminating  corporation shall, from and after the effective time of the merger,
be converted into one thirtieth (.03) share of the common stock of the surviving
corporation  computed  according  to the  following  provisions.  The  surviving
corporation shall not issue any certificate or script  representing a fractional
share of  common  stock  but  shall  instead  issue  one (1) full  share for any
fractional  interest arising from the Merger.  Pursuant to the laws of the State
of Nevada,  certificates represent shares of the common stock of the terminating
corporation  shall be tendered to the  surviving  corporation  for exchange into
certificates   representing   shares  of  the  common  stock  of  the  surviving
corporation on or before December 31, 2002, which date the board of directors of
the  surviving  corporation  has found and  determined  to provide a  reasonable
period  for the  exchange.  The  shares of the  surviving  corporation  that are
outstanding  immediately  prior  to the  effect  time  of the  merger  shall  be
cancelled and deemed not outstanding as of the effective time of the merger.

     6. Each issued share of the preferred stock, no par value per share, of the
terminating  corporation shall, from and after the effective time of the merger,
be  converted  into  one (1)  share  of the  preferred  stock  of the  surviving
corporation having substantially similar powers,  designations,  preferences and
relative, participating,  option and other rights as the preferred shares of the
terminating  corporation.   Pursuant  to  the  laws  of  the  State  of  Nevada,
certificates  represent  shares  of  the  preferred  stock  of  the  terminating
corporation  shall be tendered to the  surviving  corporation  for exchange into
certificates  representing  shares  of the  preferred  stock  of  the  surviving
corporation on or before December 31, 2002, which date the board of directors of
the  surviving  corporation  has found and  determined  to provide a  reasonable
period for the exchange.

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     7. The  surviving  corporation  may sue in any court with  jurisdiction  to
cause any  stockholder of the  terminating  corporation  to tender  certificates
representing  shares owned by such  stockholder  to be tendered to the surviving
corporation for exchange. Stockholders of the terminating corporation shall have
no rights to  notices,  distributions  or voting with  respect to the  surviving
corporation  unless  the  certificates  representing  shares of the  terminating
corporation are tendered to the surviving corporation for exchange.

     8.  Except to the extent  otherwise  provided  in the terms of  outstanding
options, warrants or other rights to purchase, or securities convertible into or
exchangeable for common stock of the terminating  corporation (other than shares
of the preferred stock of the terminating corporation), each outstanding option,
warrant or other right to purchase,  and each outstanding  security  convertible
into or exchangeable  for common stock of the terminating  corporation  shall be
converted  into an  option,  warrant or other  right to  purchase,  or  security
convertible into or exchangeable  for common stock of the surviving  corporation
on the basis of one share of the Common Stock of the surviving  corporation  for
each 30 shares of the common stock of the terminating corporation.  In the event
any such  right  would  result  in the  issuance  of a  fractional  share of the
surviving  corporation,  such right to purchase or receive such fractional share
shall be  deemed  to be a right  to  purchase  or  receive  a full  share of the
surviving corporation.  The exercise price or conversion ratio set forth in such
option,  warrant or other right to  purchase,  or security  convertible  into or
exchangeable  for common  stock of the  surviving  corporation  shall be ratably
adjusted  so that the total  exercise or  conversion  price shall be the same as
under the option,  warrant, or other right to purchase,  or security convertible
into or exchangeable for common stock of the terminating corporation.

     9. In the event  that this Plan and  Agreement  of Merger  shall  have been
fully  approved  and  adopted  upon  behalf of the  terminating  corporation  in
accordance  with the provisions of the Texas Business  Corporation  Act and upon
behalf of the surviving  corporation  in accordance  with the  provisions of the
General Corporation Law of the State of Nevada, the said corporations agree that
they will cause to be executed  and filed and recorded any document or documents
prescribed  by the laws of the  State of Texas  and by the laws of the  State of
Nevada,  and that they will cause to be performed all necessary  acts within the
State of Texas and the State of Nevada and  elsewhere to  effectuate  the merger
herein provided for.

     10. The Board of  Directors  and the  proper  officers  of the  terminating
corporation and of the surviving  corporation are hereby authorized,  empowered,
and directed to do any and all acts and things, and to make,  execute,  deliver,
file, and record any and all instruments,  papers,  and documents which shall be
or become  necessary,  proper, or convenient to carry out or put into effect any
of the  provisions  of this Plan and Agreement of Merger or of the merger herein
provided for.

     11. The effective  time of this Plan and Agreement of Merger,  and the time
at which the merger herein  agreed shall become  effective in the State of Texas
and the State of Nevada, shall be on the last to occur of:

     (a) the approval of this Plan and  Agreement of Merger by the  stockholders
     of the  terminating  corporation  in  accordance  with the  Texas  Business
     Corporation Act; or

     (b) the date this Plan and Agreement of Merger,  or a certificate of merger
     meeting the  requirements  of the General  Corporation  Law of the State of
     Nevada, is filed with the Secretary of State of the State of Nevada.

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     12.  Notwithstanding  the  full  approval  and  adoption  of this  Plan and
Agreement of Merger,  the said Plan and Agreement of Merger may be terminated at
any time prior to the filing thereof with the Secretary of State of the State of
Nevada.

     13.  Notwithstanding  the  full  approval  and  adoption  of this  Plan and
Agreement of Merger, the said Plan and Agreement of Merger may be amended at any
time and from time to time prior to the filing  thereof  with the  Secretary  of
State of the State of Texas  and at any time and from time to time  prior to the
filing of any  requisite  merger  documents  with the  Secretary of State of the
State of Nevada except that,  without the approval of the stockholders of Vector
and the  stockholders  of VTEX,  no such  amendment  may (a)  change the rate of
exchange for any shares of Vector or the types or amounts of consideration  that
will be distributed to the holders of the shares of stock of Vector;  (b) change
any term of the Articles of Incorporation of the surviving  corporation;  or (c)
adversely affect any of the rights of the stockholders of Vector or VTEX.

     IN WITNESS  WHEREOF,  this Plan and Agreement of Merger is hereby  executed
upon behalf of each of the constituent corporations parties thereto.

Dated:   October 25, 2002                            VECTOR ENERGY CORPORATION
         ----------------
                                            By:      /s/ Samuel M. Skipper
                                                     ----------------------
                                                     Samuel M. Skipper
                                                     Chairman

                                                     VTEX ENERGY, INC.

                                            By:      /s/ Samuel M. Skipper
                                                     ----------------------
                                                     Samuel M. Skipper
                                                     Chairman


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