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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended: February 28, 2010
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 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 Number)3030 LBJ Freeway, Suite 1320
    
    75234(Address of principal executive offices)
    
    (Zip Code)
 (972) 234-2610
 N/A
 o þ
 o o
  o Large Accelerated Filer
    
    o Accelerated Filer
    
    o Non-Accelerated Filer
    
    þ Smaller Reporting Company(Do not check if smaller reporting company)
 o þ




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TBX RESOURCES, INC.
 Index
 Pg. No.PART I  Financial InformationItem 1. Financial StatementsCondensed Consolidated Balance Sheets as of February 28, 2010 (Unaudited) and November 30, 2009
    
    
    F-1Condensed Consolidated Statements of Operations for the Three Months Ended February 28, 2010 and February 28, 2009 (Unaudited)
    
    
    F-2Condensed Consolidated Statements of Cash Flows for the Three Months Ended February 28, 2010 and February 28, 2009 (Unaudited)
    
    
    F-3Notes to Condensed Consolidated Financial Statements as of February 28, 2010 (Unaudited)
    
    
    F-4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    3Item 3. Quantitative and Qualitative Disclosures about Market Risk.
    
    
    6Item 4T. Controls and Procedures
    
    
    6PART II  Other InformationItem 1. Legal Proceedings
    
    
    7Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    7Item 3. Defaults Upon Senior Securities
    
    
    7Item 5. Other Information
    
    
    7Item 6. Exhibits
    
    
    7SIGNATURES
    
    
    8EX-31.1EX-32.1




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PART 1  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 TBX RESOURCES. INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 February 28,2010
    
    
    November 30,(Unaudited)
    
    
    2009ASSETSCurrent AssetsCash
    
    $
    8,890
    
    
    $
    5,327Oil and gas revenue receivable
    
    
    29,992
    
    
    
    112,122Inventory
    
    
    3,900
    
    
    
    4,494Total current assets
    
    
    42,782
    
    
    
    121,943Oil and gas properties (successful efforts method), net
    
    
    46,855
    
    
    
    49,591Other
    
    
    6,211
    
    
    
    6,211Total Assets
    
    $
    95,848
    
    
    $
    177,745LIABILITIES AND STOCKHOLDERS DEFICITCurrent LiabilitiesTrade accounts payable and accrued expenses
    
    $
    35,005
    
    
    $
    62,693Advances from affiliate
    
    
    490,972
    
    
    
    496,602Deferred revenue
    
    
    3,900
    
    
    
    4,494Total current liabilities
    
    
    529,877
    
    
    
    563,789Long-term LiabilitiesAsset retirement obligations
    
    
    21,276
    
    
    
    21,021Commitments and Contingencies (Note 8)
    
    
    
    
    
    
    Stockholders DeficitPreferred stock- $.01 par value; authorized 10,000,000;
no shares outstanding
    
    
    
    
    
    
    Common stock- $.01 par value; authorized 100,000,000 shares;
4,027,442 shares issued and outstanding at February 28, 2010,
4,027,442 shares issued and outstanding at November 30, 2009
    
    
    40,274
    
    
    
    40,274Additional paid-in capital
    
    
    10,929,940
    
    
    
    10,929,940Accumulated deficit
    
    
    (11,425,519
    )
    
    
    (11,377,279
    )Total stockholders deficit
    
    
    (455,305
    )
    
    
    (407,065
    )Total Liabilities and Stockholders Deficit
    
    $
    95,848
    
    
    $
    177,745
  F-1




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TBX RESOURCES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 For the Three Months EndedFeb. 28, 2010
    
    Feb. 28, 2009Revenues:Oil and gas sales
    
    $
    22,368
    
    
    $
    14,525Total revenues
    
    
    22,368
    
    
    
    14,525Expenses:Lease operating and taxes
    
    
    8,150
    
    
    
    11,760General and administrative
    
    
    66,409
    
    
    
    128,329Depreciation, depletion, amortization and accretion
    
    
    2,991
    
    
    
    2,395Total expenses
    
    
    77,550
    
    
    
    142,484Operating Loss
    
    
    (55,182
    )
    
    
    (127,959
    )Other Income:Partial loss recovery
    
    
    6,942
    
    
    
    Loss Before Provision for Income Taxes
    
    
    (48,240
    )
    
    
    (127,959
    )Provision for income taxes
    
    
    
    
    
    
    Net Loss
    
    $
    (48,240
    )
    
    $
    (127,959
    )Net Loss per Common Share, Basic and Diluted
    
    $
    (0.01
    )
    
    $
    (0.03
    )Weighted average common shares used in calculations:Basic and Diluted
    
    
    4,027,442
    
    
    
    4,027,442
  F-2




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TBX RESOURCES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 For the Three Months EndedFeb. 28, 2010
    
    
    Feb. 28, 2009Cash Flows From Operating Activities:Net loss
    
    $
    (48,240
    )
    
    $
    (127,959
    )Adjustments to reconcile net loss to net cash provided by (used for)
operating activities:Depreciation, depletion, amortization and accretion
    
    
    2,991
    
    
    
    2,394Stock based compensation
    
    
    
    
    
    
    250Changes in operating assets and liabilities other than
advances from affiliate:Decrease (increase) in:Oil and gas revenue receivable
    
    
    82,130
    
    
    
    (14,524
    )Accounts receivable from affiliate
    
    
    
    
    
    
    21,824Inventory
    
    
    594
    
    
    
    (3,200
    )Increase (decrease) in:Trade accounts payable and accrued expenses
    
    
    (27,688
    )
    
    
    10,144Deferred revenue
    
    
    (594
    )
    
    
    3,200Net cash provided by (used for) operating activities
    
    
    9,193
    
    
    
    (107,871
    )Cash Flows From Financing Activities:Payments to affiliate
    
    
    (107,414
    )
    
    
    Advances from affiliate
    
    
    101,784
    
    
    
    106,243Net cash provided by (used for) financing activities
    
    
    (5,630
    )
    
    
    106,243Net Increase (Decrease) In Cash
    
    
    3,563
    
    
    
    (1,628
    )Cash at beginning of period
    
    
    5,327
    
    
    
    2,506Cash at end of period
    
    $
    8,890
    
    
    $
    878
  F-3




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TBX RESOURCES, INC. AND SUBSIDIARIES
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 February 28, 2010
 (Unaudited)
 1. Basis Of Presentation:
  2. Business Activities:
    3. Going Concern:
  4. Summary of Significant Accounting Policies:
 Revenue Recognition
  Principles of Consolidation
  F-4




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Concentration of Credit Risk
  Oil and Gas Revenue Receivable
  Inventory
  Property and Equipment
  Oil and Gas Properties
    Proved oil and gas properties
    
    $
    518,539Accumulated depreciation, depletion and
amortization
    
    
    (471,684
    )$
    46,855
 Long-lived Assets
   F-5




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Asset Retirement Obligations
   ARO at November 30, 2009
    
    $
    21,021Accretion expense
    
    
    255Liabilities incurred
    
    
    Liabilities settled
    
    
    Changes in estimates
    
    
    ARO at February 28, 2010
    
    $
    21,276
 Equity Instruments Issued for Goods and Services
  Income Taxes
  Earnings Per Share (EPS)
  Use of Estimates
  F-6




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Fair Value Measurements
   Level 1
    
    Inputs to the valuation methodology are unadjusted quoted prices for
identical assets or liabilities in active markets that the Plan has the ability to access.Level 2
    
    Inputs to the valuation methodology include:-
    
    quoted prices for similar assets or liabilities in active markets;-
    
    quoted prices for identical or similar assets or liabilities in
inactive markets;-
    
    inputs other than quoted prices that are
observable for the asset or liability;-
    
    inputs that are derived principally from or corroborated by observable
market data by correlation or other means.If the asset or liability has a specified (contractual) term, the Level 2 input must be
observable for substantially the full term of the asset or liability.Level 3
    
    Inputs to the valuation methodology are unobservable and significant to the fair
value measurement.
  Subsequent Events
  5. Recent Accounting Pronouncements:
  6. Related Party Transactions:
  a.
    
    During the three months ended February 28, 2010 the Company had a net reduction in
advances from Gulftex totaling $5,630. During the three months ended February 28, 2009 the
Company received
 F-7




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advances from Gulftex totaled $106,243. The balance due Gulftex as of
February 28, 2010 is $490,972.b.
    
    The Company is charging Gulftex rent for a portion of the Companys office space plus
administrative expenses paid by the Company that relates to Gulftexs operations. The
Company
billed $23,434 for the three months ended February 28, 2010 and $11,407 for the three months
ended February 28, 2009.
 7. Stock Based Compensation:
    Weighted-AverageShares
    
    
    Exercise PriceOutstanding December 1, 2009
    
    
    25,000
    
    
    $
    0.15Granted
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    Forfeited
    
    
    (25,000
    )
    
    $
    0.15Outstanding February 28, 2010
    
    
    
    
    
    
    Options exercisable at February 28, 2010
    
    
    
    
    
    
    
  8. Commitments And Contingencies:
  F-8




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9.
    
    Lawsuit Settlement:
 th
 10. Income taxes:
  11. Court Ordered Restitution:
  F-9




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
 Cautionary Statement
  Description Of Properties
 General
 Properties
  Gross
    
    NetProducing
    
    ProducingName of Field or Well
    
    Well Count
    
    Well CountNewark East, Working Interest
    
    
    2
    
    
    
    0.74Newark East, Override Interest
    
    
    9
    
    
    
    0.04
 Productive Wells and Acreage:
  Proved
    
    
    ProvedProved
    
    
    Proved
    
    
    Developed
    
    
    DevelopedReserves:
    
    
    Reserves:
    
    
    Reserves:
    
    
    Reserves:Name of
    
    Oil
    
    
    Gas
    
    
    Oil
    
    
    GasField or Well
    
    (bbls)
    
    
    (mcf)
    
    
    (bbls)
    
    
    (mcf)Newark East
    
    
    1,861
    
    
    
    78,121
    
    
    
    1,861
    
    
    
    78,121
 Notes
 1.
    
    Total Gross Wells are those wells in which the Company holds a working or overriding interest
in as of February 28, 2010.2.
    
    Net Productive Wells was calculated by multiplying the working or overriding interest held by
the Company in each of the 11 Gross Wells and adding the resulting products.3.
    
    Total Gross Developed Acres is equal to the total surface acres of the properties in which
the Company holds a working or overriding interest.4.
    
    Net Developed Acres is equal to the Total Gross Developed Acres multiplied by the percentage
of the total working or overriding interest held by the Company in the respective properties.5.
    
    All acreage in which we hold a working interest as of February 28, 2010 have or had existing
wells located thereon; thus all acreage leased by the Company may be accurately classified as
developed.6.
    
    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. A
more comprehensive study of all properties currently leased by us would be required to
determine precise developmental potential.
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Oil And Gas Partnership Interests
  Critical Accounting Policies
   Overview
 Going Concern and Liquidity Problems
   Results Of Operations
  Revenue-
  4




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Gas
    
    
    MBTU
    
    
    Price/
    
    
    Oil
    
    
    Bbls
    
    
    Price/Sales
    
    
    Sold
    
    
    MBTU
    
    
    Sales
    
    
    Sold
    
    
    BblFebruary 28, 2010
    
    $
    12,103
    
    
    
    1,947.58
    
    
    $
    6.21
    
    
    $
    10,265
    
    
    
    140.05
    
    
    $
    73.29February 28, 2009
    
    $
    12,927
    
    
    
    2,848.00
    
    
    $
    4.54
    
    
    $
    1,598
    
    
    
    45.65
    
    
    $
    35.003 Month Change2010 vs 2009Amount
    
    $
    (824
    )
    
    
    (900.42
    )
    
    $
    1.67
    
    
    $
    8,667
    
    
    
    94.40
    
    
    $
    38.29Percentage
    
    
    -6.37
    %
    
    
    -31.62
    %
    
    
    36.78
    %
    
    
    542.37
    %
    
    
    206.79
    %
    
    
    109.40
    %
  Expenses-
 %Increase2010
    
    
    2009
    
    
    (Decrease)Lease operating and taxes
    
    
    8,150
    
    
    
    11,760
    
    
    
    -30.70
    %General and administrative
    
    
    66,408
    
    
    
    128,329
    
    
    
    -48.25
    %Depreciation, depletion, amortization., & accretion
    
    
    2,991
    
    
    
    2,395
    
    
    
    24.89
    %Total expenses
    
    $
    77,549
    
    
    $
    142,484
    
    
    
    -45.57
    %
      Liquidity And Capital Resources
  5




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Plan Of Operation For The Future
     
 Item 3. Quantitative And Qualative Disclosures About Market Risk.
  
 Item 4T. Controls and Procedures
     Limitations on the Effectiveness of Controls.
 6




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PART II. OTHER INFORMATION
 
   
   
   
   
       7




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TBX RESOURCES, INC.
DATE: September 2, 2010SIGNATURE: /s/ Tim BurroughsTIM BURROUGHS, PRESIDENT/CHIEF FINANCIAL OFFICER 8