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UNITED STATES
SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB

|  |  |                                                                                  
|- |  | ---------------------------------------------------------------------------------
|x |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  |  |                                                                                  
|  |  | FOR THE QUARTERLY PERIOD ENDING May 31, 2003                                     
|  |  |                                                                                  
|o |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                  

For the transition period from  to .

Commission File Number 0-30746

TBX RESOURCES, INC.

(Exact name of small business issuer as specified in its charter)


|                                |  |                    
|------------------------------- |  | -------------------
|Texas                           |  | 75-2592165         
|                                |  |                    
|(State or other jurisdiction of |  | (I.R.S. Employer   
|incorporation or organization)  |  | Identification No.)

12300 Ford Road
Suite 194
Dallas, TX 75234
(Address of principal executive offices)

Issuers telephone number (972) 243-2610



| |  | Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Yes x     No o
| |  | --------------

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date: 30,622,537 July 7, 2003

Transitional Small Business Disclosure Format (check one) Yes o     No x





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TABLE OF CONTENTS



|                                 |                                                                       |                                         |  |  |  |  |  | 
|-------------------------------- | --------------------------------------------------------------------- | --------------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION  
|                                 | Item 1. Financial Statements                                         
|                                 |                                                                       | BALANCE SHEET                          
|                                 |                                                                       | STATEMENTS OF OPERATIONS               
|                                 |                                                                       | STATEMENTS OF CASH FLOWS               
|                                 |                                                                       | NOTES TO UNAUDITED FINANCIAL STATEMENTS
|                                 | Item 2. Managements Discussion and Analysis and Results of Operation
|PART II. OTHER INFORMATION      
|SIGNATURES                      
|CERTIFICATION                   
|EXHIBIT INDEX                   
|EX-99.1 Certification of Officer



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TBX Resources, Inc.

Index

|                               |                                                                    |                               |   |        |     | 
|------------------------------ | ------------------------------------------------------------------ | ----------------------------- | - | ------ | --- | 
|                               |                                                                    |                               |   | Page #
|                               |                                                                    |                               |   |       
|PART I  Financial Information |                                                                    |                               |   |       
|                               | Item 1. Financial Statements                                       |                               |   |        |    
|                               |                                                                    | Balance Sheets                |   |        | F-2 | 
|                               |                                                                    | Statements of Operations      |   |        | F-3 | 
|                               |                                                                    | Statements of Cash Flows      |   |        | F-4 | 
|                               |                                                                    | Notes to Financial Statements |   |        | F-6 | 
|                               | Item 2. Managements Discussion and Analysis of Plan of Operations |                               |   | 1      |    
|PART II  Other Information    |                                                                    |                               | 7 |       
|SIGNATURES                     |                                                                    |                               | 8 |       

F-1



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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements

TBX RESOURCES, INC.
BALANCE SHEET
MAY 31, 2003
(Unaudited)

|                                     |                                                                |                            |                           |                                            |           |         |           |  |  |  |  | 
|------------------------------------ | -------------------------------------------------------------- | -------------------------- | ------------------------- | ------------------------------------------ | --------- | ------- | --------- |  |  |  |  | 
|ASSETS                              
|Current Assets                       |                                                                |                            |                           |                                            |           |         |           | 
|                                     | Cash and equivalents                                           |                            | $                         | 2,957                                      |           |         |           |  | 
|                                     | Trade accounts receivable                                      |                            |                           | 20,478                                     |           |         |           |  | 
|                                     | Loans to affiliates                                            |                            |                           | 26,114                                     |           |         |           |  | 
|                                     | Prepaid consulting fees                                        |                            |                           | 100,000                                    |           |         |           |  | 
|                                     |                                                                |                            |                           |                                            |           |         |           | 
|                                     |                                                                |                            | Total current assets      |                                            |           | 149,549 |           |  |  |  | 
|                                     |                                                                |                            |                           |                                            |           |         |           | 
|Equipment and Property               |                                                                |                            |                           |                                            |           |         |           | 
|                                     | Office furniture, fixtures and equipment                       |                            |                           | 117,086                                    |           |         |           |  | 
|                                     | Oil and gas properties, using successful efforts accounting    |                            |                           |                                            |           |         |           |  | 
|                                     |                                                                |                            |                           | Proved properties and related equipment    |           |         | 1,582,862 |  |  |  |  | 
|                                     |                                                                |                            |                           |                                            |           |         |           | 
|                                     |                                                                |                            | 1,699,948                 |                                            |           |         |           | 
|                                     | Less accumulated depreciation, depletion and amortization      |                            |                           | 561,841                                    |           |         |           |  | 
|                                     |                                                                |                            |                           |                                            |           |         |           | 
|                                     |                                                                |                            |                           | Total equipment and property               |           |         | 1,138,107 |  |  |  |  | 
|                                     |                                                                |                            |                           |                                            |           |         |           | 
|Prepaid Consulting and Other         |                                                                |                            | 280,426                   |                                            |           |         |           | 
|                                     |                                                                |                            |                           |                                            |           |         |           | 
|                                     |                                                                |                            |                           | Total Assets                               |           | $       | 1,568,082 |  |  |  |  | 
|                                     |                                                                |                            |                           |                                            |           |         |           | 
|LIABILITIES AND STOCKHOLDERS EQUITY
|Current Liabilities                  |                                                                |                            |                           |                                            |           |         |           | 
|                                     | Trade accounts payable                                         |                            | $                         | 101,583                                    |           |         |           |  | 
|                                     | Loan from affiliate                                            |                            |                           | 145,000                                    |           |         |           |  | 
|                                     | Taxes payable                                                  |                            |                           | 15,605                                     |           |         |           |  | 
|                                     | Deferred income-Grasslands                                     |                            |                           | 205,295                                    |           |         |           |  | 
|                                     |                                                                |                            |                           |                                            |           |         |           | 
|                                     |                                                                |                            | Total current liabilities |                                            |           | 467,483 |           |  |  |  | 
|                                     |                                                                |                            |                           |                                            |           |         |           | 
|Commitments and Contingencies        |                                                                |                            |                          |                                            |           |         |           | 
|Stockholders Equity                 |                                                                |                            |                           |                                            |           |         |           | 
|                                     | Preferred stock- $.01 par value; authorized 10,000,000 shares; |                            |                           |                                            |           |         |           |  | 
|                                     | no shares outstanding                                          |                            |                           |                                           |           |         |           |  | 
|                                     | Common stock- $.01 par value; authorized 100,000,000 shares;   |                            |                           |                                            |           |         |           |  | 
|                                     | 30,575,373 shares outstanding at May 31, 2003                  |                            |                           | 305,754                                    |           |         |           |  | 
|                                     | Additional paid-in capital                                     |                            |                           | 8,549,124                                  |           |         |           |  | 
|                                     | Accumulated deficit                                            |                            |                           | (7,754,279                                 | )         |         |           |  | 
|                                     |                                                                |                            |                           |                                            |           |         |           | 
|                                     |                                                                | Total stockholders equity |                           |                                            | 1,100,599 |         |           |  |  | 
|                                     |                                                                |                            |                           |                                            |           |         |           | 
|                                     |                                                                |                            |                           | Total Liabilities and Stockholders Equity |           | $       | 1,568,082 |  |  |  |  | 
|                                     |                                                                |                            |                           |                                            |           |         |           | 

The accompanying notes are an integral part of these financial statements.

F-2



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TBX RESOURCES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)

|                                                     |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |        |            |         | 
|---------------------------------------------------- | ------------------------------------ | ---------------------------------------------------- | -------------- | ------ | -------------------------- | ------- | ------------------------ | ------ | ------------ | ------- | ------------ | ------- | ---------- | --------- | -------- | ------ | ---------- | ------- | 
|                                                     |                                      |                                                      |                |        | For The Three Months Ended |         | For The Six Months Ended
|                                                     |                                      |                                                      |                |        |                            |         |                         
|                                                     |                                      |                                                      |                |        | May 31, 2003               |         | May 31,2002              |        | May 31, 2003 |         | May 31, 2002
|                                                     |                                      |                                                      |                |        |                            |         |                          |        |              |         |             
|Revenues:                                            |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |       
|Revenues:                                            |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |       
|                                                     | Oil and gas sales                    |                                                      | $              | 33,625 |                            |         | $                        | 46,003 |              |         | $            | 112,162 |            |           | $        | 74,792 |           
|                                                     | Gain on sale of oil & gas properties |                                                      |                |       |                            |         |                          |       |              |         |              |        |            |           |          | 46,071 |           
|                                                     |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |       
|                                                     |                                      |                                                      | Total revenues |        |                            | 33,625  |                          |        |              | 46,003  |              |         |            | 112,162   |          |        |            | 120,863 | 
|                                                     |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |       
|Expenses:                                            |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |       
|                                                     |                                      | Lease operating and taxes                            |                |        | 16,891                     |         |                          |        | 30,034       |         |              |         | 45,307     |           |          |        | 61,721     |        
|                                                     |                                      | General and administrative                           |                |        | 134,046                    |         |                          |        | 229,852      |         |              |         | 318,450    |           |          |        | 446,965    |        
|                                                     |                                      | Loss on sale and abandonment of oil & gas properties |                |        | 675,935                    |         |                          |        | 82,631       |         |              |         | 671,197    |           |          |        |           |        
|                                                     |                                      | Depreciation, depletion and amortization             |                |        | 84,153                     |         |                          |        | 28,607       |         |              |         | 163,743    |           |          |        | 64,990     |        
|                                                     |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |       
|                                                     |                                      |                                                      | Total expenses |        |                            | 911,025 |                          |        |              | 371,124 |              |         |            | 1,198,697 |          |        |            | 573,676 | 
|                                                     |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |       
|Operating Loss                                       |                                      |                                                      | (877,400       | )      |                            |         | (325,121                 | )      |              |         | (1,086,535   | )       |            |           | (452,813 | )     
|Other Income (Expense):                              |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |       
|                                                     |                                      | Interest and other                                   |                |        | 153                        |         |                          |        | 277          |         |              |         | 393        |           |          |        | 535        |        
|                                                     |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |       
|Net Loss Before Provision for Income Taxes           |                                      |                                                      | (877,247       | )      |                            |         | (324,844                 | )      |              |         | (1,086,142   | )       |            |           | (452,278 | )     
|                                                     |                                      | Provision for income taxes                           |                |        |                           |         |                          |        |             |         |              |         |           |           |          |        |           |        
|                                                     |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |       
|Net Loss                                             |                                      | $                                                    | (877,247       | )      |                            | $       | (324,844                 | )      |              | $       | (1,086,142   | )       |            | $         | (452,278 | )     
|                                                     |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |       
|Net Loss Per Common Share, Basic and Diluted         |                                      | $                                                    | (0.03          | )      |                            | $       | (0.01                    | )      |              | $       | (0.04        | )       |            | $         | (0.02    | )     
|                                                     |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |       
|Weighted average common shares used in calculations: |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |       
|                                                     |                                      | Basic and diluted                                    |                |        | 30,017,206                 |         |                          |        | 23,799,154   |         |              |         | 30,017,206 |           |          |        | 23,799,154 |        
|                                                     |                                      |                                                      |                |        |                            |         |                          |        |              |         |              |         |            |           |          |       

The accompanying notes are an integral part of these financial statements.

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| |  |                          |  |  |  |  |  | 
| |  | ------------------------ |  |  |  |  |  | 
| |  | TBX RESOURCES, INC.     
| |  | STATEMENTS OF CASH FLOWS
| |  | (Unaudited)             

|                                                                    |                                                                               |                                                      |                         |                       |         |                          |          |              |         |   |         |  
|------------------------------------------------------------------- | ----------------------------------------------------------------------------- | ---------------------------------------------------- | ----------------------- | --------------------- | ------- | ------------------------ | -------- | ------------ | ------- | - | ------- | -
|                                                                    |                                                                               |                                                      |                         |                       |         | For The Six Months Ended
|                                                                    |                                                                               |                                                      |                         |                       |         |                         
|                                                                    |                                                                               |                                                      |                         |                       |         | May 31, 2003             |          | May 31, 2002
|                                                                    |                                                                               |                                                      |                         |                       |         |                          |          |             
|Cash Flows From Operating Activities:                               |                                                                               |                                                      |                         |                       |         |                          |          |             
|                                                                    | Net loss                                                                      |                                                      | $                       | (1,086,142            | )       |                          | $        | (452,278     | )      
|                                                                    | Adjustments to reconcile net loss to net cash
flow from operating activities: |                                                      |                         |                       |         |                          |          |              |        
|                                                                    |                                                                               | Loss (gain) on the disposal of oil and gas interests |                         |                       | 671,197 |                          |          |              | (46,071 | )
|                                                                    |                                                                               | Depreciation, depletion and amortization             |                         |                       | 163,743 |                          |          |              | 64,990  |  
|                                                                    |                                                                               | Non-cash consulting services                         |                         |                       | 50,000  |                          |          |              | 123,000 |  
|                                                                    |                                                                               | Changes in operating assets and liabilities:         |                         |                       |         |                          |          |              |         |  
|                                                                    |                                                                               |                                                      | Decrease (increase) in: |                       |         |                          |          |              |         |   |        
|                                                                    |                                                                               |                                                      |                         | Trade receivables     |         |                          | (13,255  | )            |         |   | (18,931 | )
|                                                                    |                                                                               |                                                      |                         | Affiliate receivables |         |                          | (1,089   | )            |         |   |        |  
|                                                                    |                                                                               |                                                      |                         | Other receivables     |         |                          |         |              |         |   | (48,716 | )
|                                                                    |                                                                               |                                                      |                         | Other current assets  |         |                          | 5,662    |              |         |   | 75,442  |  
|                                                                    |                                                                               |                                                      | Increase (decrease) in: |                       |         |                          |          |              |         |   |        
|                                                                    |                                                                               |                                                      |                         | Accounts payable      |         |                          | (3,633   | )            |         |   | (55,332 | )
|                                                                    |                                                                               |                                                      |                         | Loan from affiliate   |         |                          | (15,000  | )            |         |   | 170,000 |  
|                                                                    |                                                                               |                                                      |                         | Taxes payable         |         |                          | 373      |              |         |   | (6,031  | )
|                                                                    |                                                                               |                                                      |                         | Deferred income       |         |                          | 86,772   |              |         |   |        |  
|                                                                    |                                                                               |                                                      |                         |                       |         |                          |          |              |        
|Net cash provided by (used) for operating activities                |                                                                               |                                                      | (141,372                | )                     |         |                          | (193,927 | )           
|                                                                    |                                                                               |                                                      |                         |                       |         |                          |          |              |        
|Cash Flows From Investing Activities:                               |                                                                               |                                                      |                         |                       |         |                          |          |             
|                                                                    | Cash used in the acquisition and development of properties                    |                                                      |                         | (3,556                | )       |                          |          | (302,564     | )      
|                                                                    | Cash provided by sale of oil and gas interests                                |                                                      |                         |                      |         |                          |          | 255,530      |        
|                                                                    |                                                                               |                                                      |                         |                       |         |                          |          |              |        
|                                                                    |                                                                               |                                                      | (3,556                  | )                     |         |                          | (47,034  | )           
|                                                                    |                                                                               |                                                      |                         |                       |         |                          |          |              |        
|Cash Flows From Financing Activities:                               |                                                                               |                                                      |                         |                       |         |                          |          |             
|                                                                    | Cash provided by the issuance of common stock                                 |                                                      |                         | 113,568               |         |                          |          | 170,938      |        
|                                                                    |                                                                               |                                                      |                         |                       |         |                          |          |              |        
|                                                                    |                                                                               |                                                      | 113,568                 |                       |         |                          | 170,938  |             
|                                                                    |                                                                               |                                                      |                         |                       |         |                          |          |              |        
|Net Increase (Decrease) In Cash                                     |                                                                               |                                                      | (31,360                 | )                     |         |                          | (70,023  | )           
|Cash at beginning of period                                         |                                                                               |                                                      | 34,317                  |                       |         |                          | 111,451  |             
|                                                                    |                                                                               |                                                      |                         |                       |         |                          |          |              |        
|Cash at end of period                                               |                                                                               | $                                                    | 2,957                   |                       |         | $                        | 41,428   |             
|                                                                    |                                                                               |                                                      |                         |                       |         |                          |          |              |        
|SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES |                                                                               |                                                      |                         |                       |         |                          |          |             
|Fair value of consulting services acquired for common stock         |                                                                               | $                                                    |                        |                       |         | $                        | 500,000  |             
|                                                                    |                                                                               |                                                      |                         |                       |         |                          |          |              |        

The accompanying notes are an integral part of these financial statements.

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TBX RESOURCES, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)

|                                      |  |              |            |            |  |         |         |               |  |        |           |  |  |   |            |   |  |   |            |  
|------------------------------------- |  | ------------ | ---------- | ---------- |  | ------- | ------- | ------------- |  | ------ | --------- |  |  | - | ---------- | - |  | - | ---------- | -
|                                      |  | Common Stock |            | Additional |  | Accum-  |         | Total        
|                                      |  |              |            | Paid-In    |  | ulated  |         | Stockholders'
|                                      |  | Shares       |            | Par Value  |  | Capital |         | Deficit       |  | Equity
|                                      |  |              |            |            |  |         |         |               |  |       
|Balance November 30, 2002             |  |              | 26,692,373 |            |  | $       | 266,924 |               |  | $      | 8,474,386 |  |  | $ | (6,668,137 | ) |  | $ | 2,073,173  |  
|Issuance of common stock for cash     |  |              | 3,808,000  |            |  |         | 38,080  |               |  |        | 69,488    |  |  |   |           |   |  |   | 107,568    |  
|Issuance of common stock for services |  |              | 75,000     |            |  |         | 750     |               |  |        | 5,250     |  |  |   |           |   |  |   | 6,000      |  
|Net loss for period                   |  |              |           |            |  |         |        |               |  |        |          |  |  |   | (1,086,142 | ) |  |   | (1,086,142 | )
|                                      |  |              |            |            |  |         |         |               |  |        |           |  |  |   |            |   |  |   |            |  
|Balance May 31, 2003                  |  |              | 30,575,373 |            |  | $       | 305,754 |               |  | $      | 8,549,124 |  |  | $ | (7,754,279 | ) |  | $ | 1,100,599  |  
|                                      |  |              |            |            |  |         |         |               |  |        |           |  |  |   |            |   |  |   |            |  

The accompanying notes are an integral part of these financial statements.

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TBX RESOURCES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
MAY 31, 2003

1. BUSINESS ACTIVITIES:

TBX Resources, Inc., a Texas Corporation, was organized on March 24, 1995. The
Companys principal business activity is acquiring and developing oil and gas
properties. The Company owns 23 wells and operates another 7 wells located in
East Texas. Of the 23 wells located in East Texas, 4 wells are currently
producing oil and 2 wells have been designated as injection wells. The
remaining 17 wells are either currently shut-in, scheduled to be brought back
into production or are designated as injection wells. In addition, the Company
has a 25% interest in 11 East Texas wells. Also, the Company has an interest
in 6 proven wells in Oklahoma. TBX Resources has the opportunity to exploit
76,800 acres that is 120 sections of prime increased density development leases
in the Anadarko Basin in Oklahoma. The Companys philosophy is to acquire
properties with the purpose of reworking existing wells and/or drilling
development wells to make a profit. In addition, the Company has sponsored
joint venture development partnerships for the purpose of developing oil and
gas properties for profit.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation The accompanying unaudited financial statements have
been prepared in accordance with generally accepted accounting principles in
the United States for interim financial information and with instructions to
Form 10-QSB of Regulation S-B. They do not include all information and notes
required by generally accepted accounting principles for complete financial
statements. However, the Company believes that the disclosures are adequate to
make the information presented not misleading. The Companys quarterly
financial statements should be read in conjunction with the financial
statements of the Company for the year ended November 30, 2002 (including the
notes thereto) set forth in Form 10-KSB.

In the opinion of Management, all adjustments (which include normal recurring
adjustments except as disclosed herein) necessary to present a fair statement
of financial position as of May 31, 2003, results of operations, cash flows and
stockholders equity for the six months ended May 31, 2003 and 2002 have been
made. Operating results for the six months ended May 31, 2003 are not
necessarily indicative of the operating results for the full fiscal year or any
future period.

Net Loss Per Common Share  Stock options are excluded from the calculation of
net loss per common share because they are antidilutive.

Recent Accounting Pronouncement In January 2003, the FASB issued
Interpretation No. 46, Consolidation of Variable Interest Entities, an
Interpretation of Accounting Research Bulletin No. 51. Under the provisions
of Interpretation No. 46, certain variable interest entities, often referred to
as Special Purpose Entities, are required to be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do no have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. Interpretation No. 46 is
effective for all entities created or acquired prior to February 1, 2003. The
provisions of Interpretation No. 46 must be applied for the first interim or
annual period beginning after June 15, 2003. The Company has implemented the
provisions of FASB Interpretation No. 46 and has concluded that the adoption
does not have a material impact on the Companys financial statements.

3. SIGNIFICANT TRANSACTIONS:



| | a. |  | During the current quarter, the Company wrote-off most of its
investment in the Talco Field property in East Texas. The Company
wrote-off 75% of the costs of the acreage, wells and related
depreciation, depletion and
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |    |  | amortization and recorded a loss on the property of approximately
$484,424. This was a non-producing property; accordingly there were no
income or expense items associated with this property during the
current fiscal year. In addition, the Company abandoned its Union City
prospect in Oklahoma. In this regard the Company wrote-off the costs of
the acreage, wells and related depreciation, depletion and amortization
and recorded a loss on abandonment of approximately $191,511. Union
City was a non-producing property; accordingly there were no income or
expense items associated with this property during the current fiscal
year.                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | During the six months ended May 31, 2003, the Company used the
services of consultants who received
75,000 share of common stock. The Company recorded the transactions as a
$6,000 charge to expense with an offsetting credit to capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | c. |  | The Company completed reworking two East Texas wells at a cost
of approximately $15,000. Monthly gross production from these wells
is projected to be 450 barrels of oil.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | d. |  | During the previous quarter, the Company paid back $15,000 of a
$40,000 loan from its president, Mr. Tim Burroughs. In addition, the
Company advanced approximately $39,000 to a company in which Mr.
Burroughs is a shareholder. The funds advanced are to be used for
marketing activities on behalf of the Company. As of May 31, 2003,
the Company was repaid all but $1,114 of the $39,000 advanced. The
Company owes $125,000 to a company in which Mr. Burroughs is the sole
shareholder. The Company expects to pay back the loan from operating
revenue by the end of the current fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | e. |  | The Company executed an Employment Agreement for three years
effective December 1, 1999 with Mr. Tim Burroughs, President. Under
the terms of the agreement, Mr. Burroughs received stock options good
for five years from the date of issuance to purchase up to 500,000
shares of the Companys common stock a year for five years at a price
which shall not be greater than 50% of the average bid price for the
shares during the previous quarter in which the options are
exercised. The options are cumulative thus allowing Mr. Burroughs to
exercise the options through November 30, 2004 for a total of
2,500,000 shares. As of November 30, 2002, Mr. Burroughs has the
option to purchase 1,500,000 shares of the Companys common stock.
The fair value of the options will be recorded as compensation
expense when a reasonable estimate of such costs are available or the
amount Mr. Burroughs has to pay is known. Based on the formula for
calculating the purchase price, material charges to compensation
expense may be recorded in future years.
|
| | f. |  | On October 3, 2002 the Company entered into a consulting
agreement with Telvest, Inc. Under the terms of the agreement,
Telvest provides advisory services for foreign investments
(Regulation S) for a fee of 3% of all funds raised. The agreement ran
through January 31, 2003. The company raised approximately $108,000
in equity capital under this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | g. |  | In September of 2002, the Company formed and is acting as the
general partner for the Grasslands I, Limited Partnership. The
purpose of the partnership is to acquire 2,800 acres for oil and gas
development in the Barnett Shale play in the Fort Worth Basin of Wise
County, Texas. The Company is to be reimbursed on a turnkey basis for
organization and offering cost, lease acquisition costs and
administrative expenses. Revenue earned to date is $88,477 offset by
expenses of $49,233. As of May 31, 2003 the Company has deferred
income of approximately $205,000 relate to the venture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-7



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Item 2. Managements Discussion and Analysis and Results of Operation

CAUTIONARY STATEMENT

Statements in this report which are not purely historical facts, including
statements regarding the Companys anticipations, beliefs, expectations, hopes,
intentions or strategies for the future, may be forward-looking statements
within the meaning of Section 21E of the Securities Act of 1934, as amended.
All forward-looking statements in this report are based upon information
available to us on the date of the report. Any forward-looking statements
involve risks and uncertainties that could cause actual results or events to
differ materially from events or results described in the forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements.

RECENT DEVELOPMENTS

During the current quarter, the Company recorded a loss on its Talco Field
property in East Texas due to expired leases. The Company wrote-off 75% of the
costs of the acreage, wells and related depreciation, depletion and
amortization and recorded a loss of approximately $484,424. By abandoning the
property at this time, the Company was able to avoid a remedial liability
estimated to be approximately $200,000. The property was shut-in; accordingly,
there were no income or expense items associated with this property during the
current fiscal year. The property is currently being leased by a company in
which our president, Tim Burroughs is the sole shareholder. The Company has a
25% working interest in the property that is valued at $161,475 (25% of the
November 28, 2002 net book value). Thus, the Company will participate in the
potential increased production from this property without incurring any
development costs. Management is of the opinion the 25% interest in the
developed property may yield net income of approximately $400,000 in the first
full year of production alone. In addition, the Company plugged and abandoned
its Union City prospect that was located in Oklahoma. In this regard the
Company wrote-off the costs of the acreage, wells and related depreciation,
depletion and amortization and recorded a loss on abandonment of approximately
$191,511. Union City was a non-producing property; accordingly, there were no
income or expense items associated with this property during the current fiscal
year.

In September of the previous year, we obtained an option to purchase 2,800
acres of oil and gas leases in the Barnett Shale play in the Fort Worth Basin
of Wise County, Texas. In October 2002, we formed the Grasslands I, Limited
Partnership in which we are acting as the General Partner for the purpose of
acquiring the Wise County acreage for development drilling. The Company has a
20% interest in the Partnership and is reimbursed on a turnkey basis for 100%
of the organization and offering costs, lease acquisition costs and
administrative expenses. Our cumulative revenue from the Partnership is $88,477
offset by our expenses of $49,233. On October 3, 2002, we entered into a
consulting agreement with Telvest, Inc. Under the terms of this agreement,
Telvest provides advisory services for foreign investments (Regulation S) for a
fee of 3% of all funds raised. The agreement ran through January 31, 2003.

DESCRIPTION OF PROPERTIES

GENERAL: The following is information concerning production from our oil
and gas wells, and our productive wells and acreage and undeveloped acreage.
Our oil and gas properties are located within the northern part of the east
Texas salt basin. The earliest exploration in this area dates back to the early
1920s and 1930s, when frontier oil producers were exploring areas adjacent to
the famous east Texas field located near the town of Kilgore, Texas. We have
leasehold rights in three oil and gas fields located in Gregg, Hopkins,
Franklin, Panola, and Wood Counties, Texas. We also acquired several wells and
acreages in Oklahoma, which are described below after the Texas properties.

RESERVES REPORTED TO OTHER AGENCIES. We are not required and do not file
any estimates of total, proved net oil or gas reserves with reports to any
federal authority or agency.

PROPERTIES. The following is a breakdown of our properties:

1



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##### Table of Contents



|                                 |  |                            |   |                          |  |  |   | 
|-------------------------------- |  | -------------------------- | - | ------------------------ |  |  | - | 
|Name of Field                    |  | Gross Producing Well Count |   | Net Producing Well Count
|                                 |  |                            |   |                         
|East Texas Field                 |  |                            | 0 |                          |  |  | 0 | 
|Mitchell Creek & Talco Field (1) |  |                            | 1 |                          |  |  | 1 | 
|Manziel & Quitman Field (1)      |  |                            | 3 |                          |  |  | 3 | 

The following information pertains to our properties as of May 31, 2003:

|                              |  |           |         |           |  |           |   |           |  |            |         |                   |  |  |   |  |  |               |     |  |  |     |  |  |      |  |  | 
|----------------------------- |  | --------- | ------- | --------- |  | --------- | - | --------- |  | ---------- | ------- | ----------------- |  |  | - |  |  | ------------- | --- |  |  | --- |  |  | ---- |  |  | 
|                              |  |           |         |           |  |           |   |           |  | PROVED     |         | PROVED            |  |  |   |  |  | PERCENTAGE OF
|                              |  | PROVED    |         | PROVED    |  | DEVELOPED |   | DEVELOPED |  | CURRENT    |         | RESERVES IN FIELD
|                              |  | RESERVES: |         | RESERVES: |  | RESERVES: |   | RESERVES: |  | PRODUCTION |         | TO TOTAL RESERVES
|NAME OF                       |  | OIL       |         | GAS       |  | OIL       |   | GAS       |  | OIL:       |         | HELD BY THE      
|FIELD                         |  | (bbls)    |         | (mcf)     |  | (bbls)    |   | (mcf)     |  | (bbls) (1) |         | COMPANY          
|                              |  |           |         |           |  |           |   |           |  |            |         |                  
|East Texas Field              |  |           | 8,332   |           |  |           | 0 |           |  |            | 8,332   |                   |  |  | 0 |  |  |               | 0   |  |  | oil |  |  | 4.9  | 
|                              |  |           |         |           |  |           |   |           |  |            |         |                   |  |  |   |  |  |               |     |  |  | gas |  |  | 0    | 
|Mitchell Creek &

Talco Field |  |           | 43,805  |           |  |           | 0 |           |  |            | 43,805  |                   |  |  | 0 |  |  |               | 154 |  |  | oil |  |  | 14.7 | 
|                              |  |           |         |           |  |           |   |           |  |            |         |                   |  |  |   |  |  |               |     |  |  | gas |  |  | 0    | 
|Manziel &
Quitman Field       |  |           | 136,952 |           |  |           | 0 |           |  |            | 136,952 |                   |  |  | 0 |  |  |               | 482 |  |  | oil |  |  | 80.4 | 
|                              |  |           |         |           |  |           |   |           |  |            |         |                   |  |  |   |  |  |               |     |  |  | gas |  |  | 0    | 



|(1) |  | The current production figure specified above is for the production
for the month of May 2003.
|--- |  | ----------------------------------------------------------------------------------------------

2



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PRODUCTIVE WELLS AND ACREAGE

|                  |  |             |    |            |  |             |       |                |  |           |   |           |  |  |   |             |  |     |          |  |  |  |        | 
|----------------- |  | ----------- | -- | ---------- |  | ----------- | ----- | -------------- |  | --------- | - | --------- |  |  | - | ----------- |  | --- | -------- |  |  |  | ------ | 
|                  |  |             |    |            |  | Net         |       |                |  |           |   |           |  |  |   | Total Gross |  | Net
|                  |  | Total Gross |    | Productive |  | Total Gross |       | Net Productive |  | Developed |   | Developed
|Geographic Area   |  | Oil Wells   |    | Oil Wells  |  | Gas Wells   |       | Gas Wells      |  | Acres     |   | Acres    
|                  |  |             |    |            |  |             |       |                |  |           |   |          
|East Texas Region |  |             | 32 |            |  |             | 23.75 |                |  |           | 0 |           |  |  | 0 |             |  |     | 1,166.34 |  |  |  | 920.34 | 

Notes:

1.     Total Gross Oil Wells were calculated by subtracting 8 wells designated as
Injection Wells and 21 wells either sold or plugged and abandoned from the 69
wells owned and/or operated by TBX Resources, Inc as of November 30, 1999.

2.     Net Productive Oil Wells were calculated by multiplying the working interest
held by TBX Resources, Inc. in each of the 32 Gross Oil Wells and adding the
resulting products.

3.     Total Gross Developed Acres is equal to the total surface acres of the
properties in which TBX Resources, Inc. holds an Interest.

4.     Net Developed Acres is equal to the Total Gross Developed Acres multiplied
by the percentage of the total working interest held by TBX Resources, Inc. in
the respective properties.

5.     All acreage in which we hold a working interest as of November 30, 1999 had
existing wells located thereon; thus all acreage leased by TBX Resources, Inc.
may be classified as developed.

|                  |  |             |          |           |  |  |        | 
|----------------- |  | ----------- | -------- | --------- |  |  | ------ | 
|Geographic Area   |  | Gross Acres |          | Net Acres
|                  |  |             |          |          
|East Texas Region |  |             | 1,166.34 |           |  |  | 920.34 | 

Note:

1.     Acreage that has existing wells and may be classified as developed may also
have additional development potential based on the number of producible zones
beneath the surface acreage.

3



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ANADARKO BASIN- WESTERN OKLAHOMA

No additional working interests were purchased in the current fiscal year.
Six of the seven wells we currently hold an interest in are producing gas. The
seventh well has not been put on line as of May 31, 2003. Although the wells
are currently producing natural gas there can be no assurance that they will
continue to do so.

In addition to the above described wells we own working interests in two lease
tracts; one located in Ellis County, Oklahoma with a gross acreage interest of
27.5% in 1,505 acres and the second located in Canadian County, Oklahoma,
constituting a gross acreage interest of 20% in 240 acres. The leases were
purchased for the sum of $83,700 and $19,200, respectively. The Company also
has a 3% interest in 640 acres in Beckham County, Oklahoma.

CRITICAL ACCOUNTING POLICIES

A summary of significant accounting policies is included in Note 2 to the
audited financial statements included on Form 10-KSB for the year ended
November 30, 2002 as filed with the United States Securities and Exchange
Commission. Management believes that the application of these policies on a
consistent basis enables the Company to provide useful and reliable financial
information about our operating results and financial condition.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results may differ from those estimates.

RESULTS OF OPERATIONS

The Company incurred an operating loss of $1,086,142 for the six months ended
May 31, 2003 as compared to an operating loss of $452,278 for the six months
ended May 31, 2002. The increase in the operating loss of $633,864, 140.1%, is
discussed below.

Revenues Revenues generated from oil and gas sales and the disposal of oil
and gas properties decreased $8,701, 7.2%, from $120,863 for the six months
ended May 31, 2003 to $112,162 for the six months ended May 31, 2003.

During the six months ended May 31, 2002, the Company sold its interest in
three producing Oklahoma properties for approximately $255,000 in cash. The
Company wrote off the costs of the wells and related depreciation, depletion
and amortization and reported a net gain of approximately $46,000 on the
transactions. The Company has no sales of oil and gas properties for the six
months ended May 31, 2003.

During the six months ended May 31, 2003, the Company generated approximately
$112,162 in revenue from oil and gas sales as compared to $74,792 for the six
months ended May 31, 2002. The $33,370, 50.0%, increase was primarily due to
the payment of prior years oil runs for the correction of an error by one of
the Companys oil purchasers. During the past six months, oil sales on the
Texas properties increased approximately $28,000 due to the production from two
additional wells brought on-line during the current fiscal year. The majority
of the Texas wells remain shut-in awaiting re-work or the designation as
injection wells. Revenue from the Companys Oklahoma properties decreased
approximately $46,000 in the current fiscal year that resulted from last years
sale of the Companys interest in three producing properties (see above) and a
decline in production from the remaining properties. Production is expected to
increase in the last half of the year with the addition of production from one
new gas well.

Expenses Total expenses increased $625,021, 109.0%, from $573,676 for the six
months ended May 31, 2002 to $1,198,697 for the six months ended May 31, 2003.

4



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##### Table of Contents



Lease operating and taxes decreased $16,414, 26.6%, from $61,721 for the six
months ended May 31, 2002 to $45,307 for the six months ended May 31, 2003. The
decrease is primarily the result of decreased expenses for the Texas oil wells
and to a lesser extent the sale of the Companys interest in three Oklahoma gas
wells.

General and administrative expenses decreased approximately $128,515, 28.8%,
from $446,965 for the six months ended May 31, 2002 to $318,450 for the six
months ended May 31, 2003. The decrease is primarily due to lower consulting
fees, professional fees, public relations and contract labor expenses offset
somewhat by higher compensation and employee related costs, and general
expenses.

Loss on oil and gas properties was $671,197 for the six months ended May 31,
2003. The Company wrote-off 75% of the costs of the acreage, wells and related
depreciation, depletion and amortization and recorded a loss on abandonment of
approximately $479,686. In addition, the Company plugged and abandoned its
Union City prospect that was located in Oklahoma. In this regard the Company
wrote-off the costs of the acreage, wells and related depreciation, depletion
and amortization and recorded a loss on abandonment of approximately $191,511.
There were no comparable losses for the same period last year.

Depreciation, depletion and amortization increased $98,753, 152.0%, from
$64,990 for the six months ended May 31, 2002 to $163,743 for the six months
ended May 31, 2003. The increase is due to a change in estimate of future lives
of our properties. Future charges to depreciation, depletion, and amortization
may be substantially higher as a result of increased production or changes in
reserve prices and/or quantities.

Other Income  Other income decreased from $535 for the six months ended May
31, 2002 to $393 for the six months ended May 31, 2003. The $142 decrease is
attributable a reduction in the Companys money market cash account.

Provision for Income Taxes The Company has not provided for tax benefits
associated with its losses for the six months ended May 31, 2003 and May 31,
2002.

Net loss The Companys net loss increased approximately $633,864, 140.1%,
from $452,278 for the six months ended May 31, 2002 to $1,086,142 for the six
months ended May 31, 2003. The increase in the loss is primarily attributable
to the abandonment of the Companys Talco and Union City properties and to a
much lesser extent compensation and employee related costs and general expenses
offset by decreases in consulting and professional fees, public relations and
contract labor costs.

LIQUIDITY AND CAPITAL RESOURCES

As of May 31, 2003, we have total assets of $1,568,082 of which net oil
and gas properties amount to $1,130,528 or 72.1% of the total assets. The
Companys accumulated losses through May 31, 2003 totaled $7,754,279. At May
31, 2003, we have $2,957 in cash and money market accounts. Our ratio of
current assets to current liabilities is 0.3:2; we have no long-term debt. As
of May 31, 2003, our shareholders equity was a positive $1,100,599.

We have funded operations from cash generated from the sale of common
stock, the sale of oil and gas properties and loans from affiliates. The
Companys cash used for operating activities totaled $141,372 and $193,927 for
the six months ended May 31, 2003 and May 31, 2002, respectively. Cash provided
by the disposal of oil and gas properties totaled $255,530 in the previous year
while there were no sales for the same period this year. The Companys capital
investments totaled $3,556 and $302,564 for the six months ended May 31, 2003
and May 31, 2002, respectively. Cash provided by the sale of common stock
totaled $113,568 during the six months ended May 31, 2003 while cash provided
by the sale of common stock totaled $170,938 for the same period last year.

PLAN OF OPERATION FOR THE FUTURE. We currently expect to generate
sufficient revenues from the sale of production to pay all costs associated
with our company for at least the following twelve months. We think that this

5



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##### Table of Contents



sufficient revenue will come from two sources: increased prices for oil
production and increased number of wells brought on-line. Specifically, over
the past twelve months, the price paid for oil production in the area in which
our wells are located has increased significantly. This increase in oil price
has made it to where more of our wells are capable of commercial production
such that those wells that have been shut in may be reopened and production
commenced therefrom, thus additionally increasing our revenues. However, our
existing plan is subject to alterations based on opportunities that may present
themselves. These plans may involve increased joint venture activities and
selling additional shares of our common stock.

We may purchase new oil and gas properties or additional equipment to
operate same. Any such additional purchases will be done on an as needed
basis and will only be done in those instances in which we believe such
additional expenditures will increase our profitability. Our ability to acquire
additional properties or equipment is strictly contingent upon our ability to
locate adequate financing to pay for these additional properties or equipment.
There can be no assurance that we will be able to obtain the opportunity to buy
properties or equipment that are suitable for our investment or that we may be
able to obtain financing to pay for the costs of these additional properties or
equipment at terms that are acceptable to us. Additionally, if economic
conditions justify the same, we may hire additional employees although we do
not currently have any definite plans to make additional hires.

The oil and gas industry is subject to various trends. In particular, at
times crude oil prices increase in the summer, during the heavy travel months,
and are relatively less expensive in the winter. Of course, the prices obtained
for crude oil are dependent upon numerous other factors, including the
availability of other sources of crude oil, interest rates, and the overall
health of the economy. We are not aware of any specific trends that are unusual
to our company, as compared to the rest of the oil and gas industry.

We do not currently have any material commitments for capital expenditures
of which we are aware. However, if we decide to purchase additional oil and gas
properties, the funds we would need to acquire such properties could be
material. However, we will not acquire properties without obtaining, in
advance, suitable financing to fund the purchase of such properties. In
general, although conditions have improved over the past six months, many
financial institutions are reluctant to loan amounts to oil and gas companies,
primarily based upon the significant oil price fluctuations during the past
twenty-four months. As a general rule, as the price of oil increases, the
ability to obtain financing for projects in the oil and gas industry increases.
However, because of the cycles experienced in the oil and gas industry, there
can be no assurance that we will be able to obtain financing for projects it
wishes to pursue, regardless of the economic viability we envision for the
project, if institutional funds are not available. We currently do not have any
firm commitments by anyone to loan or otherwise make available to us funds
necessary to conduct our operations.

6



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##### Table of Contents






PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS                      None.

Item 2. CHANGES IN SECURITIES

During the six months ended May 31, 2003, the Company sold 3,808,000
shares of its common stock under a consulting agreement with Televest, Inc.
that expired on January 31, 2003. In addition, the Company issued 75,000 shares
of common stock to a consultant for services rendered.

Item 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our President/Chief Financial Officer conducted an evaluation of our
disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 (the Exchange Act) Rules 13a-14(c)) within 90 days
of the filing date of this Quarterly Report on Form 10-QSB (the
Evaluation Date). Based on the evaluation, our President/Chief
Financial Officer has concluded that as of the Evaluation Date, our
disclosure controls and procedures are effective to ensure that all
material information required to be filed in this Quarterly Report on
Form 10-QSB has been made known to them in a timely fashion.

Changes in Internal Controls

There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our
internal controls or in other factors that could significantly affect
these controls subsequent to the evaluation date set forth above.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS:

None.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the period covered by this Form
10-QSB.

EXHIBITS:

99.1 Certification of Chief Executive Officer/Chief Financial Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

7



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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed by the undersigned, hereunto duly authorized.

TBX RESOURCES, INC.

DATE: July 11, 2003

SIGNATURE: /s/ Tim Burroughs
TIM BURROUGHS, PRESIDENT/CHIEF FINANCIAL OFFICER




CERTIFICATION

I, Tim Burroughs, certify that:



|(1) |  | I have reviewed this Quarterly Report on Form 10-QSB of TBX Resources,
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 annual 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 for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we
have:                                                                                                  



| | (a) |  | Designed such disclosure controls and procedures 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 as of a date within 90 days prior to the filing of this
quarterly report (Evaluation Date); and                                                                                                          
|
| | (c) |  | Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as
of the Evaluation Date:                                                                                                                       



|(5) |  | The Registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrants auditors and the Audit
Committee of the Registrants Board of Directors (or persons performing
the equivalent function):
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | All significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrants ability to record,
process, summarize and report financial data and have identified for the
Registrants auditors any material weaknesses in internal controls;
and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrants internal
controls; and                                                                                                                                        



|(6) |  | The Registrants other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of the most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Dated this 11th day of July 2003

/s/ Tim Burroughs
Tim Burroughs
Chief Executive Officer and Chief Financial Officer

8



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EXHIBIT INDEX

99.1 Certification of Officer Re: Sarbanes-Oxley Act of 2002