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

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                Date of report (Date of earliest event reported)

                                December 27, 2004

                                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 and Zip code)

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

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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 3.02 Unregistered Sales of Equity Securities.

     On December  27,  2004,  pursuant  to a  consulting  agreement  between the
Company and Wynden  Energy,  Inc., we issued  500,000  shares of common stock in
exchange for services rendered on behalf of the Company.  The Company has valued
the common stock at $0.35 per share.

     On December 27, 2004,  the Company  issued 23,750 shares of common stock to
five private  investors in exchange for extensions on loans  previously  made to
the Company by the  investors.  The Company has valued the common stock at $0.35
per share.

     On December 27, 2004,  pursuant to loan agreements  between the Company and
five private  investors,  we issued 192,500 shares of common stock as additional
consideration  for loans made to the Company by the  investors.  The Company has
valued the common stock at $0.35 per share.

     We relied on Section 4(2) of the Securities Act of 1933, as amended for the
above issuances.


                                    SIGNATURE

     In accordance  with Section 12 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.


                                       VTEX ENERGY, INC.



Date: January 3, 2005             By:  /s/ Randal B. McDonald, Jr.
                                       ---------------------------
                                       Randal B. McDonald, Jr.
                                       Chief Financial Officer





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