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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: August 31, 2011
 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  (Registrants
telephone number, including area code)
 N/A  (Former name, former
address and former fiscal year, if changed since last report)
 o þ
 o o
  Large Accelerated Filer o
    

Accelerated
Filer o
    
    Non-Accelerated Filer o
    

Smaller Reporting Company þ(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 Balance Sheets as of August 31, 2011 (Unaudited) and
November 30, 2010
    
    
    F-1Condensed Statements of Operations for the Three and Nine Months Ended
August 31, 2011 and 2010 (Unaudited)
    
    
    F-2Condensed Statements of Cash Flows for the Nine Months Ended
August 31, 2011 and 2010 (Unaudited)
    
    
    F-3Notes to Condensed Financial Statements as of August 31, 2011 (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 1A. Risk Factors
    
    
    7Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    7Item 3. Defaults Upon Senior Securities
    
    
    7Item 5. Other Information
    
    
    7Item 6. Exhibits and Reports on Form 8-K
    
    
    7SIGNATURES
    
    
    8EX-31.1EX-32.1
  2




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##### Table of Contents



PART 1  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 TBX RESOURCES, INC.


CONDENSED BALANCE SHEETS
 August 31,2011
    
    
    November 30,(Unaudited)
    
    
    2010ASSETSCurrent AssetsCash
    
    $
    531
    
    
    $
    665Oil and gas revenue receivable
    
    
    3,334
    
    
    
    8,271Inventory
    
    
    
    
    
    
    8,300Total current assets
    
    
    3,865
    
    
    
    17,236Oil and gas properties (successful efforts method), net
    
    
    
    
    
    
    37,567Other
    
    
    6,211
    
    
    
    6,211Total Assets
    
    $
    10,076
    
    
    $
    61,014LIABILITIES AND STOCKHOLDERS DEFICITCurrent LiabilitiesTrade accounts payable and accrued expenses
    
    $
    25,463
    
    
    $
    33,609Advances from affiliate
    
    
    67,532
    
    
    
    Deferred revenue
    
    
    
    
    
    
    8,300Total current liabilities
    
    
    92,995
    
    
    
    41,909Long-term LiabilitiesAsset retirement obligations
    
    
    
    
    
    
    21,347Commitments and Contingencies (Note 10)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 August 31, 2011,
4,027,442 shares issued and outstanding at November 30, 2010
    
    
    40,274
    
    
    
    40,274Additional paid-in capital
    
    
    11,363,172
    
    
    
    11,363,172Accumulated deficit
    
    
    (11,486,365
    )
    
    
    (11,405,688
    )Total stockholders deficit
    
    
    (82,919
    )
    
    
    (2,242
    )Total Liabilities and Stockholders Deficit
    
    $
    10,076
    
    
    $
    61,014
  F-1




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TBX RESOURCES, INC.
 
 CONDENSED STATEMENTS OF OPERATIONS
 (Unaudited)
 For the Three Months Ended
    
    
    For the Nine Months EndedAug. 31, 2011
    
    
    Aug. 31, 2010
    
    
    Aug. 31, 2011
    
    
    Aug. 31, 2010Revenues:Oil and gas sales
    
    $
    3,505
    
    
    $
    22,557
    
    
    $
    5,927
    
    
    $
    58,666Total revenues
    
    
    3,505
    
    
    
    22,557
    
    
    
    5,927
    
    
    
    58,666Expenses:Lease operating and taxes
    
    
    337
    
    
    
    8,064
    
    
    
    4,517
    
    
    
    27,641General and administrative
    
    
    12,091
    
    
    
    32,841
    
    
    
    68,218
    
    
    
    113,918Depreciation, depletion, amortization and
accretion
    
    
    
    
    
    
    4,908
    
    
    
    
    
    
    
    10,438Loss on forfeiture of oil and gas properties
    
    
    
    
    
    
    
    
    
    
    16,089
    
    
    
    Total expenses
    
    
    12,428
    
    
    
    45,813
    
    
    
    88,824
    
    
    
    151,997Operating Loss
    
    
    (8,923
    )
    
    
    (23,256
    )
    
    
    (82,897
    )
    
    
    (93,331
    )Other Income:Gain on sales of office furniture and fixtures
    
    
    
    
    
    
    
    
    
    
    2,220Partial loss recovery (Note 12)
    
    
    
    
    
    
    5,062
    
    
    
    
    
    
    
    99,126Income (Loss) Before Provision for Income
Taxes
    
    
    (8,923
    )
    
    
    (18,194
    )
    
    
    (80,677
    )
    
    
    5,795Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net Income (Loss)
    
    $
    (8,923
    )
    
    $
    (18,194
    )
    
    $
    (80,677
    )
    
    $
    5,795Net Income (Loss) per Common Share:Basic and Diluted
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.02
    )
    
    $
    0.00Weighted Average Common Shares Outstanding:Basic and Diluted
    
    
    4,027,442
    
    
    
    4,027,442
    
    
    
    4,027,442
    
    
    
    4,027,442
  F-2




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TBX RESOURCES, INC.
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited)
 For the Nine Months EndedAug. 31, 2011
    
    
    Aug. 31, 2010Cash Flows From Operating Activities:Net income (loss)
    
    $
    (80,677
    )
    
    $
    5,795Adjustments to reconcile net income (loss) to net cash provided by
(used for) operating activities:Depreciation, depletion, amortization and accretion
    
    
    
    
    
    
    10,438Loss on forfeiture of oil and gas properties
    
    
    16,089
    
    
    
    Gain on sale of office furniture and fixtures
    
    
    (2,220
    )
    
    
    Allocated general and administrative expenses
    
    
    22,476
    
    
    
    Changes in operating assets and liabilities other than
advances from affiliate:Decrease (increase) in operating assets:Oil and gas revenue receivable
    
    
    (1,288
    )
    
    
    95,808Inventory
    
    
    8,300
    
    
    
    294Increase (decrease) in operating liabilities:Trade accounts payable and accrued expenses
    
    
    (1,790
    )
    
    
    (29,328
    )Deferred revenue
    
    
    (8,300
    )
    
    
    (294
    )Net cash provided by (used for) operating activities
    
    
    (47,410
    )
    
    
    82,713Cash Flows From Investing Activities:Proceeds from sale of office furniture and fixtures
    
    
    2,220
    
    
    
    Net cash provided by investing activities
    
    
    2,220
    
    
    
    Cash Flows From Financing Activities:Advances from affiliate
    
    
    45,056
    
    
    
    135,580Payments to affiliate
    
    
    
    
    
    
    (216,189
    )Net cash provided by (used for) financing activities
    
    
    45,056
    
    
    
    (80,609
    )Net Increase (Decrease) in Cash
    
    
    (134
    )
    
    
    2,104Cash at beginning of period
    
    
    665
    
    
    
    5,327Cash at end of period
    
    $
    531
    
    
    $
    7,431
  F-3




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TBX RESOURCES, INC.
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
 August 31, 2011
 (Unaudited)
 1. BASIS OF PRESENTATION:
  2. BUSINESS ACTIVITIES:
  3. GOING CONCERN:
  4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 Revenue Recognition
  Concentration of Credit Risk
  Oil and Gas Revenue Receivable
  F-4




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Inventory
  Property and Equipment
  Oil and Gas Properties
   Long-lived Assets
   Asset Retirement Obligations
   ARO at November 30, 2010
    
    $
    21,347Accretion expense
    
    
    Liabilities settled (see Note 8)
    
    
    (21,347
    )Changes in estimates
    
    
    ARO at August 31, 2011
    
    $
    
 F-5




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Income Taxes
  Equity Instruments Issued for Goods and Services
  Earnings Per Share (EPS)
  Use of Estimates
  Fair Value Measurements
   F-6




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Level 1
    
    Inputs to the valuation methodology are unadjusted quoted prices for identical
assets or liabilities in active markets that the Company 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 of liability;
    
    inputs that are derived principally from or corroborated by observable market data by correlation or other means.
 If the asset or liability has specified (contractual) term, the Level 2 impute 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.
  5. RECENT ACCOUNTING PRONOUNCEMENTS:
  6. RELATED PARTY TRANSACTIONS:
  a.
    
    During the nine months ended August 31, 2010, the Company had a net reduction in advances
from Gulftex totaling $80,609. During the nine months ended August 31, 2011, the Company
received advances from Gulftex totaling $67,532 and the balance due Gulftex as of August 31,
2011 is also $67,532.b.
    
    Gulftex is billing the Company for rent paid on behalf of the Company. Gulftex is also
charging the Company administrative expenses as it relates to TBX operations. For the nine
months ended August 31, 2011, Gulftex billed the Company $24,695 for rent and administrative
services. In the previous fiscal year the Company charged 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 Gulftex $50,138 for the nine months ended August 31,
2010.
 7. STOCK BASED COMPENSATION:
  F-7




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8. FORFEITURE OF OIL AND GAS INTERESTS:
   9. SALE OF OFFICE FURNITURE AND FIXTURES:
  10. COMMITMENTS AND CONTINGENCIES:
   11. LAW SUIT SETTLEMENT:
 th
 F-8




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12. COURT ORDERED RESTITUTION:
  13. INCOME TAXES:
  14. SUBSEQUENT EVENTS
  a.
    
    TBX will pay an annual dividend of eight percent (8%) on the principal value ($2.00) of
each share.b.
    
    Beginning twelve (12) months from the date of issuance, each share of preferred stock
is convertible at the request of either the stockholder or TBX into two (2) shares of
common stock of TBX and two (2) warrants that will allow the holder to acquire one
additional share of TBX common stock for each warrant at the purchase price of $3.50 per
share. The warrants may be exercised in whole or in part at any time within three (3) years
from the issue date of the warrant.
     F-9




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a.
    
    Gulftex Oil & Gas, LLC: 355,846 common shares in return for cancellation of a portion
of the debt owed in the sum of $53,377.b.
    
    Sherri Cecotti: 100,000 common stock shares as compensation for services rendered as
Ms. Cecotti has not received compensation from TBX during the last two fiscal years. Ms.
Cecotti is an officer of TBX and serves as Secretary.c.
    
    James Somma: 100,000 common stock shares as compensation for services rendered as an
accounting consultant for two years.d.
    
    Bernard OConnell: 200,000 common stock shares as compensation for services rendered as
Mr. ODonnell has not received compensation for his services as an officer of the Company,
Vice President, for two or more years.
 F-10




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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, Override Interest
    

    9
    
    
    
    0.04
 PRODUCTIVE WELLS AND ACREAGE:
  TotalNet
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    Total NetTotal Gross
    
    
    Productive
    
    
    Total Gross
    
    
    Productive
    
    
    Developed
    
    
    DevelopedGeographic Area
    
    Oil Wells
    
    
    Oil Wells
    
    
    Gas Wells
    
    
    Gas Wells
    
    
    Acres
    
    
    AcresWise County
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    0.0360
    
    
    
    224
    
    
    
    8.06Denton County
    
    
    
    
    
    
    
    
    
    
    7
    
    
    
    0.0360
    
    
    
    566
    
    
    
    20.38
 Notes
 1.
    
    Total Gross Wells are those wells in which the Company holds an overriding interest in as of
August 31, 2011.
 2.
    
    Net Productive Wells was calculated by multiplying the overriding interest held by the
Company in each of the 9 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 royalty interest.
 4.
    
    Net Developed Acres is equal to the Total Gross Developed Acres multiplied by the percentage
of the total royalty interest held by the Company in the respective properties.
 5.
    
    All acreage in which we hold a royalty interest as of August 31, 2011 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.
 3




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OIL AND GAS PARTNERSHIP INTERESTS
  CRITICAL ACCOUNTING POLICIES
   OVERVIEW
 Going Concern and Liquidity Problems
   Sale of Office Furniture and Fixtures
  RESULTS OF OPERATIONS
  Revenues-
 Expenses-
 4




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%
    
    
    
    
    
    
    
    
    
    
    %Three Months Ended
    
    
    Increase
    
    
    Nine Months Ended
    
    
    IncreaseAug. 31, 2011
    
    
    Aug. 31, 2010
    
    
    (Decrease)
    
    
    Aug. 31, 2011
    
    
    Aug. 31, 2010
    
    
    (Decrease)Expenses :Lease operating and taxes
    
    $
    337
    
    
    $
    8,064
    
    
    
    - 95.82
    %
    
    $
    4,517
    
    
    $
    27,641
    
    
    
    -83.66
    %General and administrative
    
    
    12,091
    
    
    
    32,841
    
    
    
    -63.18
    %
    
    
    68,218
    
    
    
    113,918
    
    
    
    -40.12
    %Depreciation, depl, amort., & accretio
    
    
    
    
    
    
    4,908
    
    
    
    0.00
    %
    
    
    
    
    
    
    10,438
    
    
    
    0.00
    %Loss on forfeiture of properties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,089
    
    
    
    
    
    
    
    0.00
    %Total expenses
    
    $
    12,428
    
    
    $
    45,813
    
    
    
    -72.87
    %
    
    $
    88,824
    
    
    $
    151,997
    
    
    
    41.56
    %
       LIQUIDITY AND CAPITAL RESOURCES
   5




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PLAN OF OPERATION FOR THE FUTURE
    
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  
 ITEM 4T. CONTROLS AND PROCEDURES
     6




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Limitations on the Effectiveness of Controls.
 
 PART II. OTHER INFORMATION
 
   
   
   
   
   
       7




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TBX RESOURCES, INC.
DATE: October 14, 2011SIGNATURE:
    /s/ Tim BurroughsTIM BURROUGHS, 
PRESIDENT/ CHIEF FINANCIAL OFFICER 8