---

EXHIBIT 31.1

CERTIFICATIONS PURSUANT TOSECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Lawrence J. Finn, certify that:

1.      I have reviewed this quarterly
report on Form 10-QSB of Terax Energy, Inc.

2.      Based on my knowledge, this
quarterly report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with
respect to the period covered by this quarterly report;

3.      Based on my knowledge, the
financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods
presented in this quarterly report;

4.      The registrant's other
certifying officers and I are responsible establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 (e)
and 15d-15 (e)) for the registrant and we have:

a)     
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b)     
evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this quarterly report based on such evaluation; and

c)     
disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and

5.      The registrant's other
certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's auditors and
the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):

a)     
all significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to
adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b)     
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal control over financial
reporting.

Date: February 21, 2006

|/s/ *Lawrence Finn*                                             | 
|--------------------------------------------------------------- | 
|Chief Executive Officer (Principal Executive Officer)           | 
|and Chief Financial Officer (Principal Financial
      Officer) | 

---