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UNITED STATES
SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-QSB  þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE QUARTERLY PERIOD ENDING FEBRUARY 28, 2005o 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.  Texas
    
    75-2592165(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 3030 LBJ Freeway, Suite 1320
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 þ No o State the number of shares outstanding of each of the issuers classes of common equity, as of the
latest practicable date: 33,272,537 on April 15, 2005 Transitional Small Business Disclosure Format (check one) Yes o No þ




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TBX Resources, Inc. Index Page #PART I  Financial InformationItem 1. Financial StatementsReport of Independent Registered Public Accounting Firm
    
    
    F-1Balance Sheet
    
    
    F-2Statements of Operations
    
    
    F-3Statements of Cash Flows
    
    
    F-4Statement of Changes In Stockholders Equity
    
    
    F-5Notes to Financial Statements
    
    
    F-6Item 2.Managements Discussion and Analysis of Plan of Operations
    
    
    1Item 3. Controls and Procedures
    
    
    5PART II  Other Information
    
    
    6SIGNATURES
    
    
    7Certification of CEO/CFO Pursuant to Section 302Certification of CEO/CFO Pursuant to Section 906
   i




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PART I- FINANCIAL INFORMATION 
 item 1. Financial Statements The financial statements included herein have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted. However, in the opinion
of management, all adjustments (which include only normal recurring accruals) necessary to present
fairly the financial position and results of operations for the periods presented have been made.
The results for interim periods are not necessarily indicative of trends or of results to be
expected for the full year. These financial statements should be read in conjunction with the
financial statements of the Company for the year ended November 30, 2004 (including the notes
thereto) set forth in Form 10-KSB. 
 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders TBX Resources,
Inc. I have reviewed the accompanying balance sheet of TBX Resources, Inc. as of February 28, 2005, and
the statements of operations, stockholders equity and cash flows for the three-month ended
February 28, 2005 and February 29, 2004. These interim financial statements are the responsibility
of the Companys management. I conducted my review in accordance with the standards of the Public Company Accounting Oversight
Board (United States). A review of interim financial information consists principally of applying
analytical procedures and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance with the standards
of the Public Company Accounting Oversight Board, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an
opinion. Based on my review, I am not aware of any material modifications that should be made to the
accompanying interim financial statement for them to be in conformity with U.S. generally accepted
accounting principles. James G. Somma, CPA
Euless, Texas
April 20, 2005 F-1




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TBX RESOURCES, INC. 
 BALANCE SHEET
 FEBRUARY 28, 2005   ASSETS
 Current AssetsCash and equivalents
    
    $
    9,175Trade accounts receivable
    
    
    17,726Prepaid consulting fees
    
    
    100,000Total current assets
    
    
    126,901Equipment and PropertyOffice furniture, fixtures and equipment
    
    
    107,164Oil and gas properties, using successful efforts accounting
Proved properties and related equipment
    
    
    1,858,3881,965,552Less accumulated depreciation, depletion and amortization
    
    
    1,563,923Total equipment and property
    
    
    401,629Prepaid Consulting and Other
    
    
    106,124Total Assets
    
    $
    634,654LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesTrade accounts payable
    
    $
    45,490Loan from affiliates
    
    
    276,308Taxes payable
    
    
    7,583Accrued expenses
    
    
    20,522Total current liabilities
    
    
    349,903Commitments and Contingencies
    
    
    Stockholders EquityPreferred stock- $.01 par value; authorized 10,000,000 shares;
no shares outstanding
    
    
    Common stock- $.01 par value; authorized 100,000,000 shares;
33,272,537 shares outstanding at February 28, 2005
    
    
    332,725Additional paid-in capital
    
    
    8,658,897Accumulated deficit
    
    
    (8,706,871
    )Total stockholders equity
    
    
    284,751Total Liabilities and Stockholders Equity
    
    $
    634,654
 The accompanying notes are an integral part of these financial statements. F-2




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TBX RESOURCES, INC. 
 STATEMENTS OF OPERATIONS
  For The Three Months EndedFeb. 28, 2005
    
    
    Feb. 29, 2004Revenues:Oil and gas sales
    
    $
    24,863
    
    
    $
    31,154Joint venture management fees
    
    
    248,840
    
    
    
    24,493Other
    
    
    
    
    
    
    Total revenues
    
    
    273,703
    
    
    
    55,647Expenses:Lease operating and taxes
    
    
    27,693
    
    
    
    25,363Joint venture expenses
    
    
    101,764
    
    
    
    24,502General and administrative
    
    
    72,666
    
    
    
    162,580Depreciation, depletion and amortization
    
    
    28,825
    
    
    
    41,073Total expenses
    
    
    230,948
    
    
    
    253,518Operating Income (Loss)
    
    
    42,755
    
    
    
    (197,871
    )Other Income (Expense):Interest and other
    
    
    (1,821
    )
    
    
    (3,758
    )Net Income (Loss) Before Provision for Income Taxes
    
    
    40,934
    
    
    
    (201,629
    )Provision for income taxes
    
    
    
    
    
    
    Net Income (Loss)
    
    $
    40,934
    
    
    $
    (201,629
    )Net Income (Loss) Per Common Share, Basic and Diluted
    
    $
    0.00
    
    
    $
    (0.01
    )Weighted average common shares used in calculations:Basic and diluted
    
    
    33,272,537
    
    
    
    30,772,537
 The accompanying notes are an integral part of these financial statements. F-3




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TBX RESOURCES, INC. 
 STATEMENTS OF CASH FLOWS
  For The Three Months EndedFeb. 28, 2005
    
    
    Feb. 29, 2004Cash Flows From Operating Activities:Net income (loss)
    
    $
    40,934
    
    
    $
    (197,871
    )Adjustments to reconcile net loss to net cash
flow from operating activities:Depreciation, depletion and amortization
    
    
    28,825
    
    
    
    41,074Non-cash consulting services
    
    
    24,793
    
    
    
    21,543Interest expense
    
    
    (1,899
    )
    
    
    (3,758
    )Changes in operating assets and liabilities:Decrease (increase) in:Trade receivables
    
    
    147
    
    
    
    (94
    )Increase (decrease) in:Accounts payable
    
    
    (121,115
    )
    
    
    (14,070
    )Taxes payable
    
    
    
    
    
    
    818Accrued expenses
    
    
    766
    
    
    
    Deferred income
    
    
    
    
    
    
    144,824Net cash provided by (used) for operating activities
    
    
    (27,549
    )
    
    
    (7,534
    )Cash Flows From Investing Activities:Cash used in the acquisition and development of properties
    
    
    
    
    
    
    (756
    )
    
    
    
    (756
    )Cash provided by (used) by change in other assets
    
    
    
    
    
    
    Cash Flows From Financing Activities:Loan from affiliates
    
    
    27,881
    
    
    
    3,37927,881
    
    
    
    3,379Net Increase (Decrease) In Cash
    
    
    332
    
    
    
    (4,911
    )Cash at beginning of period
    
    
    8,843
    
    
    
    7,438Cash at end of period
    
    $
    9,175
    
    
    $
    2,527
 The accompanying notes are an integral part of these financial statements. F-4




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TBX RESOURCES, INC. 
 STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
  Common Stock
    
    
    Additional
    
    
    Accum-
    
    
    TotalPaid-In
    
    
    ulated
    
    
    Stockholders'Shares
    
    
    Par Value
    
    
    Capital
    
    
    Deficit
    
    
    EquityBalance November 30, 2004
    
    
    33,272,537
    
    
    
    332,725
    
    
    
    8,658,897
    
    
    
    (8,747,805
    )
    
    
    243,817Net income for period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,934
    
    
    
    40,934Balance February 28, 2005
    
    
    33,272,537
    
    
    $
    332,725
    
    
    $
    8,658,897
    
    
    $
    (8,706,871
    )
    
    $
    284,751
 The accompanying notes are an integral part of these financial statements. F-5




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TBX RESOURCES, INC. 
 NOTES TO UNAUDITED FINANCIAL STATEMENTS
 FEBRUARY 28, 2005
 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, 5 wells are
currently producing oil and 2 wells have been designated as injection wells. The remaining 16
wells are either currently shut-in, scheduled to be brought back into production or are designated
as injection wells. Also, the Company has an interest in 6 proven wells 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 and/or managed joint
venture development partnerships for the purpose of developing oil and gas properties for profit. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recent Accounting Pronouncement In November 2004, the FASB issued SFAS No. 151, Inventory
Costsan amendment of ARB No. 43, Chapter 4. (SFAS 151). SFAS 151 amends ARB 43, Chapter 4 to
clarify that abnormal amounts of idle freight, handling costs and spoilage should be recognized
as current period charges. SFAS 151 is effective for inventory costs incurred during fiscal years
beginning after June 15, 2005. We do not anticipate that the adoption of this standard will not
have a material impact on our financial statements, as we do not have any inventory costs. In December 2004 the FASB issued a revised Statement 123 (SFAS 123R), Accounting for Stock-Based
Compensation requiring public entities to measure the cost of employee services received in
exchange for an award of equity instruments based on grant date fair value. The cost will be
recognized over the period during which an employee is required to provide service in exchange for
the award  usually the vesting period. The effective date for this statement is as of the first
interim period that begins after June 15, 2005. We do not anticipate that the adoption of this
standard will have a material impact on our financial statements, as we currently do not have stock
based compensation. In December 2004, the FASB issued SFAS No. 152 Accounting for Real Estate Time-Sharing
Transactionsan amendment of FASB statements No. 66 and 67 (SFAS 152). SFAS 152 amends SFAS 66
and 67 to reference the financial accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate
Time-Sharing Transactions. SFAS 152 is effective for financial statement for fiscal years beginning
after June 15, 2005. We do not anticipate that the adoption of this standard will have a material
impact on our financial statements, as we do not have any real estate time sharing transactions. In December 2004, FASB issued Statement No. 153, Exchange of Nonmonetary Assets. This statement
addresses the measurement of exchanges of nonmonetary assets and eliminates the exception from
fair value measurement for nonmonetary exchanges of similar productive assets and replaces it
with an exception for exchanges that do not have commercial substance. A nonmonetary exchange
has commercial substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. This Statement is effective for periods beginning after
June 15, 2005. The Company does not expect the application of Statement No.153 to have a material
impact on out financial statements, as we do not have any exchanges of nonmonetary assets. 3. SIGNIFICANT TRANSACTIONS:  a.
    The Company has a management contract with a company in which Mr. Burroughs is
the sole shareholder. Under the agreement, the Company performs administrative and
drilling supervision services on a well-by- F-6




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well basis for an agreed upon fee. During the three months ended February 28, 2005, the
Company generated $248,840 in revenues from joint venture management fees and incurred
expenses of $107,764. For the three month ended February 29, 2004, the Company generated
approximately $24,500 in revenues from this activity and incurred expenses for
approximately the same amount.b.
    The Company has an operating loan from its president, Mr. Tim Burroughs. The loan
balance as of February 28, 2005 is $128,516 (included in loans from affiliates) and is
payable on demand at an interest rate of 6% per annum. Interest accrued on the loan for
the first three months is $1,899. The loan balance as of February 29, 2004 is $157,952
with accrued interest of $3,853. The loan is secured by the Companys oil and gas
properties. The Company expects to pay back this loan from operating revenue by the end
of this fiscal year.c.
    In October 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
leases for oil and gas development in the Barnett Shale play in the Fort Worth Basin of
Texas. As of February 28, 2005 the Partnership is due approximately $134,615 in advances
that the Company used to fund operations and is included in loans from affiliates. The
Company is required to repay the advance by the end of this fiscal year. 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 The Company has a management contract with a company in which Mr. Burroughs is the sole
shareholder. Under the agreement, the Company performs administrative and drilling supervision
services on a well-by-well basis for an agreed upon fee. During the three months ended February 28,
2005, the Company generated $248,840 in revenues from joint venture management fees and incurred
expenses of $101,764. As manager of these programs, we should receive sufficient fees to earn a
profit on our work. We expect that fees from this activity will be our primary source of funds in
the near future. Also, the Company reworked three East Texas wells. We estimate that these wells
may generate net income of approximately $10,000 per month; however, there can be no assurance that
such level of production will continue now or in the future, as the well is a new well and current
data may prove to be unreliable. 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: Name of Field
    
    Gross Producing Well Count
    
    
    Net Producing Well CountEast Texas Field
    
    
    0
    
    
    
    0Mitchell Creek & Talco Field (1)
    
    
    1
    
    
    
    1Manziel & Quitman Field (1)
    
    
    4
    
    
    
    4
 The following information pertains to our properties as of February 28, 2005: 1




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PROVED
    
    
    PROVED
    
    
    
    
    
    
    PERCENTAGE OFPROVED
    
    
    PROVED
    
    
    DEVELOPED
    
    
    DEVELOPED
    
    
    CURRENT
    
    
    RESERVES IN FIELDRESERVES:
    
    
    RESERVES:
    
    
    RESERVES:
    
    
    RESERVES:
    
    
    PRODUCTION
    
    
    TO TOTAL RESERVESOIL
    
    
    GAS
    
    
    OIL
    
    
    GAS
    
    
    OIL:
    
    
    HELD BY THENAME OF FIELD
    
    (bbls)
    
    
    (mcf)
    
    
    (bbls)
    
    
    (mcf)
    
    
    (bbls) (1)
    
    
    COMPANYEast Texas Field
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    oil 0gas 0Mitchell Creek &
    
    
    494
    
    
    
    0
    
    
    
    494
    
    
    
    0
    
    
    
    0
    
    
    oil 2.0Talco Field
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    gas 0Manziel &
    
    
    23,185
    
    
    
    0
    
    
    
    23,185
    
    
    
    0
    
    
    
    302
    
    
    oil 98.0Quitman Field
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    gas 0
 (1) The current production figure specified above is for the production for the month of
February 2005. PRODUCTIVE WELLS AND ACREAGE Net
    
    
    
    
    
    
    
    
    
    
    Total Gross
    
    
    NetTotal Gross
    
    
    Productive
    
    
    Total Gross
    
    
    Net Productive
    
    
    Developed
    
    
    DevelopedGeographic Area
    
    Oil Wells
    
    
    Oil Wells
    
    
    Gas Wells
    
    
    Gas Wells
    
    
    Acres
    
    
    AcresEast Texas Region
    
    
    21
    
    
    
    21
    
    
    
    0
    
    
    
    0
    
    
    
    843.2
    
    
    
    838.34
 Notes: 1. Total Gross Oil Wells were calculated by subtracting 2 wells designated as Injection Wells from
the 23 wells owned and/or operated by TBX Resources, Inc as of February 28, 2005. 2. Net Productive Oil Wells were calculated by multiplying the working interest held by TBX
Resources, Inc. in each of the 21 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 February 28, 2005 had existing wells
located thereon; thus all acreage leased by TBX Resources, Inc. may be classified as developed. Geographic Area
    
    Gross Acres
    
    
    Net AcresEast Texas Region
    
    
    843.2
    
    
    
    838.34
 Note: 1. Acreage that has existing wells and may be classified as developed may also have additional
development potential 2




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based on the number of producible zones beneath the surface acreage. A more comprehensive study of
all properties currently leased by us would be required to determine precise development potential. ANADARKO BASIN- WESTERN OKLAHOMA No additional working interests were purchased in the current fiscal year. Four of the six
wells we currently hold an interest in are producing gas. 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, 2004 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 generated an operating profit of $42,755 for the three months ended February 28,
2005 as compared to an operating loss of. $197,871for the three months ended February 29, 2004. The
change in the operating loss to a profit amounted to $240,626, 121.6%, is discussed below. Revenues Revenues generated from oil and gas sales and the joint venture management fees
increased $218,056, 391.9%, from $55,647 for the three months ended February 29, 2004 to $273,703
for the three months ended February 28, 2005. Revenues generated from joint venture management fees increased $224,347, 915.9% from $24,493 for
the three months ended February 29, 2004 to $248,840 for the three months ended February 28, 2005.
The work is generated from a company in which our president. Mr. Burroughs is the sole shareholder.
The Companys joint venture activities accelerated in the fourth quarter of the previous fiscal
year and continued into the current fiscal year. During the three months ended February 29, 2004, the Company generated approximately $31,154 in
revenue from oil and gas sales as compared to $24,863 for the three months ended February 28, 2005.
The $6,291, 20.2%, decrease is primarily due to lower production for repairs on the Hendrick lease.
The Company completed re-working two East Texas wells in the fourth quarter of the previous fiscal
year. The Company anticipates that monthly production from these wells will approximate 500 barrels
of oil. 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 is minimal as a result of previous
sales of the Companys interest in the properties and production declines. 3




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Expenses Total expenses decreased $22,570, 8.9%, from $253,518 for the three months ended
February 29, 2004 to $230,948 for the three months ended February 28, 2005. Lease operating and taxes increased $2,330, 9.1%, from $25,363 for the three months ended February
29, 2004 to $27,693 for the three months ended February 28, 2005. The increase is primarily the
result of recurring expenses for the Texas oil wells. Joint venture expenses increased $77,262, 315.3%, from $24,502 for the three months ended February
29, 2004 to $101,764 for the three months ended February 28, 2005. The work is generated from a
company in which our president. Mr. Burroughs is the sole shareholder. The Companys joint venture
activities accelerated in the fourth quarter of the previous fiscal year and continued into the
current fiscal year. General and administrative expenses decreased approximately $89,914, 55.3%, from $162,580 for the
three months ended February 29, 2004 to $72,666 for the three months ended February 28, 2005. The
decrease is primarily due to the allocation of $81,329 of general and administrative expenses to
joint venture expenses and higher compensation and employee related costs, and general expenses
offset by lower consulting fees, professional fees, public relations and contract labor expenses. Depreciation, depletion and amortization decreased $12,248, 29.8%, from $41,073 for the three
months ended February 29, 2004 to $28,825 for the three months ended February 28, 2005. The
decrease is due to the decrease in Company owned oil and gas properties and a change in the
estimate of future lives of our properties. Other Income (Expense)- Other expense decreased from $3,758 for the three months ended
February 29, 2004 to $1,821 for the three months ended February 28, 2005. The $1,937 decrease is
primarily attributable to interest charged on the Companys operating loan from our president, Mr.
Tim Burroughs. Provision for Income Taxes There are no recorded tax benefits for the three months ended February
28, 2005 and for the same period last fiscal year. Net Income (loss) The Companys net loss decreased approximately $242,563, 120.3%, from $201,629
for the three months ended February 29, 2004 to a profit of $40,934 for the three months ended
February 28, 2005. The current period profit is primarily attributable to increased joint venture
activities and to a lesser extent decreased in consulting fees, professional fees, public relations
and contract labor offset by higher compensation and employee related costs, and general expenses. LIQUIDITY AND CAPITAL RESOURCES As of February 28, 2005, we have total assets of $634,654 of which net oil and gas properties
amount to $386,052 or 60.1% of the total assets. The Companys accumulated losses through February
28, 2005 totaled $8,706,871. At February 28, 2005, we have $9,175 in cash. Our ratio of current
assets to current liabilities is 0.4:1; we have no long-term debt. As of February 28, 2005, our
shareholders equity was a positive $284,751. We have funded operations from cash generated from the sale of common stock, the sale of oil
and gas properties, joint venture management fees and loans from affiliates. The Companys cash
used by operating activities totaled $27,549 for the three months ended February 28, 2005 while
cash used for operating activities totaled $7,534 during the three months ended February 29, 2004.
The Companys capital investments totaled $0 and $756 for the three months ended February 28, 2005
and February 29, 2004, respectively. Cash provided by loans and advances from affiliates totaled
$27,881 and $3,379 for the three months ended February 28, 2005 and February 29, 2004,
respectively. 4




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PLAN OF OPERATION FOR THE FUTURE. We want to manage more joint venture limited partnerships. As manager of these programs, we
should receive sufficient fees to earn a profit on our work. We expect that fees from this activity
will be our primary source of funds in the near future. Also, the Company reworked three East Texas
wells. We estimate that these wells may generate net income of approximately $10,000 per month;
however, there can be no assurance that such level of production will continue now or in the
future, as the well is a new well and current data may prove to be unreliable. In addition, we plan
to re-work additional East Texas wells in the coming year which may increase revenue by
approximately $100,000 to $150,000 a year. However, there can be no assurance that our planned and
projected level of production will materialize in the future. We expect that the principal source of funds in the near future will be from joint venture
management fees and oil and gas revenues and developing our oil and gas properties and/or the
acquisition of new properties. We are also actively pursuing raising capital through private
placement offerings and joint venture drilling programs. Based on the aforementioned plans
management expects to reduce its losses and generate positive cash flows from operations. However,
there can be no assurance that such plans will materialize. In addition, actual results may vary
from managements plans and the amount may be material. 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. 
 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 has been no change in our internal control over financial reporting that
occurred subsequent to the date of the last evaluation that has materially affected or is
reasonably likely to materially affect the Companys internal control over financial
reporting. 5




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PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None. Item 2. CHANGES IN SECURITIES None. Item 3. DEFAULTS UPON SENIOR SECURITIES None. 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: 31.1 Certification of Chief Executive Officer/Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 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. 6




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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: April 20, 2005 SIGNATURE: /s/ Tim Burroughs
TIM BURROUGHS, President/Principal Executive and Financial Officer 7