<PAGE>
                                  UNITED STATES
                         SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[x]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         FOR THE QUARTERLY PERIOD ENDING AUGUST 31, 2001.

[ ]      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)


<Table>
<S>                                                                             <C>
                        Texas                                                               75-2592165
--------------------------------------------------------------                  ------------------------------------
(State or other jurisdiction of incorporation or organization)                  (I.R.S. Employer Identification No.)
</Table>


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


Issuer's telephone number (972) 243-2610
                          ---------------

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 18,422,780.
                                           -----------

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



<PAGE>



                               TBX RESOURCES, INC.
                                 BALANCE SHEETS
                                   (Unaudited)


<Table>
<Caption>
                                                                            August 31,      November 30,
                                                                               2001             2000
                                                                           -------------    -------------
<S>                                                                        <C>              <C>
                                     ASSETS

CURRENT ASSETS
    Cash and equivalents                                                   $      82,115    $     324,916
    Accounts receivable
      Trade                                                                       20,920           12,489
      Affiliates                                                                      --           70,531
      Other                                                                       88,691           25,744
Other current assets                                                                  --           33,744
                                                                           -------------    -------------
     Total current assets                                                        191,726          467,424
                                                                           -------------    -------------

EQUIPMENT AND PROPERTY
    Office furniture, fixtures and equipment                                      72,086           72,086
    Oil and gas properties, using successful efforts accounting
      Proved properties and related equipment                                  3,127,235        2,907,134
                                                                           -------------    -------------
                                                                               3,199,321        2,979,220
Less accumulated depreciation, depletion and amortization                        240,768          125,220
                                                                           -------------    -------------
      Total equipment and property                                             2,958,553        2,854,000
                                                                           =============    =============
INVESTMENT IN SOUTHERN OIL & GAS COMPANY, INC                                    200,000          200,000
                                                                           -------------    -------------

OTHER ASSETS                                                                      37,755           12,685
                                                                           -------------    -------------
      TOTAL ASSETS                                                         $   3,388,034    $   3,534,109
                                                                           =============    =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Trade accounts payable                                                 $      39,490    $      73,410
    Taxes payable                                                                 46,917           46,288
    Accrued expenses                                                              77,322           91,952
                                                                           -------------    -------------
    Total current liabilities                                                    163,729          211,650
                                                                           -------------    -------------

COMMITMENTS AND CONTINGENCIES                                                         --               --
                                                                           -------------    -------------
STOCKHOLDERS' EQUITY
    Common stock- $.01 par value; authorized 100,000,000 shares;
    18,422,780 shares
    outstanding at August 31, 2001 and
    16,478,350 shares outstanding at November 30, 2000                           184,228          164,783
    Additional paid-in capital                                                 7,033,267        6,390,082
    Accumulated deficit                                                       (3,993,190)      (3,232,406)
                                                                           -------------    -------------
      Total stockholders' equity                                               3,224,305        3,322,459
                                                                           -------------    -------------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $   3,388,034    $   3,534,109
                                                                           =============    =============
</Table>



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



                                       1
<PAGE>



                               TBX RESOURCES, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)


<Table>
<Caption>
                                                             For Three Months Ended              For Nine Months Ended
                                                        --------------------------------     ------------------------------
                                                        Aug. 31, 2001      Aug. 31, 2000     Aug. 31, 2001    Aug. 31, 2000
                                                        -------------      -------------     -------------    -------------
<S>                                                     <C>               <C>               <C>               <C>
REVENUES:
    Oil and gas sales                                   $      45,655     $       9,061     $     142,010     $      30,876
    Joint venture income                                           --            50,832                --           180,473
    Other                                                      25,600             9,784            36,428            17,502
                                                        -------------     -------------     -------------     -------------
      Total revenues                                           71,255            69,677           178,438           228,851
                                                        -------------     -------------     -------------     -------------
EXPENSES:
    Lease operating and taxes                                  34,598            47,527           140,991           105,170
    Exploration and drilling                                  150,000                --           151,349                --
    Joint venture costs and expenses                               --            50,832                --           180,473
    Selling, general and administrative                       143,270           215,940           531,334           930,401
    Geological and engineering                                     --                --           101,857
    Loss on Southern Oil & Gas options                             --                --                --           100,000
    Depreciation, depletion and amortization                  100,000            15,000           115,548            40,000
                                                        -------------     -------------     -------------     -------------
      Total expenses                                          427,868           329,299           939,222         1,457,901
                                                        -------------     -------------     -------------     -------------

NET LOSS BEFORE PROVISION FOR
INCOME TAXES                                                 (356,613)         (259,622)         (760,784)       (1,229,050)

Provision for income taxes                                         --                --                --          (235,742)
                                                        -------------     -------------     -------------     -------------
NET LOSS                                                $    (356,613)    $    (259,622)    $    (760,784)    $  (1,464,792)
                                                        =============     =============     =============     =============
NET LOSS PER COMMON SHARE, BASIC AND DILUTED            $       (0.02)    $       (0.02)    $       (0.04)    $       (0.10)
                                                        =============     =============     =============     =============
Weighted average common shares used in
    per share calculations:                                17,135,487        15,416,529        17,135,487        15,416,529
                                                        =============     =============     =============     =============
</Table>



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




                                       2
<PAGE>



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

<Table>
<Caption>
                                                                               For Nine Months Ended
                                                                           ------------------------------
                                                                           Aug. 31, 2001    Aug. 31, 2000
                                                                           -------------    -------------
<S>                                                                        <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net Income (loss)                                                      $    (760,784)   $  (1,464,792)
    Adjustments to reconcile net income (loss) to net cash
    flow from operating activities:
      Depreciation, depletion and amortization                                   115,548           40,000
      Loss on Southern Oil & Gas options                                              --          100,000
      Common stock options issued for consulting services                        108,328          150,000
      Common stock issued to employees                                                --           10,500
      Reversal of long-tern deferred income tax benefit                               --          179,073
      Changes in operating assets and liabilities:
        Decrease (increase) in:
          Trade receivables                                                       (8,431)           1,967
          Affiliate receivables                                                   70,531           79,447
          Other receivables                                                      (62,947)          98,049
          Prepaid expenses                                                        33,744          (75,264)
          Deferred income tax benefit                                                 --           56,669
        Increase (decrease) in:
          Accounts payable                                                       (33,920)         (36,323)
          Taxes payable                                                              629           (8,571)
          Accrued expenses                                                       (14,630)          46,469
                                                                           -------------    -------------
Net cash provided by (used) for operating activities                            (551,932)        (822,776)
                                                                           -------------    -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Cash provided by the disposal of property and equipment                       25,600           18,780
    Cash used in the acquisition of property and equipment                      (245,701)        (217,406)
                                                                           -------------    -------------
                                                                                (220,101)        (198,626)
                                                                           -------------    -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash provided (used) by change in other assets                               (25,070)          33,027
    Cash provided by the issuance of common stock                                554,302        1,474,649
                                                                           -------------    -------------
                                                                                 529,232        1,507,676
                                                                           -------------    -------------
Net Increase (Decrease) In Cash                                                 (242,801)         486,274
Cash at beginning of period                                                      324,916            3,174
                                                                           -------------    -------------
Cash at end of period                                                      $      82,115    $     489,448
                                                                           -------------    -------------

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES (UNAUDITED)

Fair value of oil and gas working and partnership interests acquired       $          --    $    (291,961)
Issuance of common stock for assets                                                   --          291,961
                                                                           -------------    -------------
                                                                           $          --    $          --
                                                                           -------------    -------------
</Table>



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



                                       3
<PAGE>




                               TBX RESOURCES, INC.
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                      FOR NINE MONTHS ENDED AUGUST 31, 2001
                                   (Unaudited)


<Table>
<Caption>
                                                                                ADDITIONAL        ACCUM-            TOTAL
                                                COMMON STOCK                      PAID-IN         ULATED         STOCKHOLDERS'
                                                   SHARES         PAR VALUE       CAPITAL         DEFICIT           EQUITY
                                                -------------   -------------   -------------   -------------    -------------
<S>                                             <C>             <C>             <C>             <C>              <C>
BALANCE NOVEMBER 30, 2000                          16,478,350         164,783   $   6,390,082   $  (3,232,406)   $   3,322,459
Issuance of common stock for cash                   1,771,680          17,718         536,584              --          554,302
Issuance of common stock for services                 172,750           1,727         106,601              --          108,328
Net loss for period                                        --              --              --        (760,784)        (760,784)
                                                   ----------   -------------   -------------   -------------    -------------
BALANCE AUGUST 31, 2001                            18,422,780   $     184,228   $   7,033,267   $  (3,993,190)   $   3,224,305
                                                   ==========   =============   =============   =============    =============
</Table>


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




                                       4
<PAGE>




                               TBX RESOURCES, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                 AUGUST 31, 2001


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 54 wells and operates another 7 wells located in
East Texas and has an interest in 7 wells in Oklahoma. Of the 54 wells located
in East Texas, 8 wells have been designated as injection wells and 3 wells have
been designated as water supply wells. In addition, 6 wells are currently
producing oil. The remaining 37 wells are either currently shut-in, scheduled to
be brought back into production or are designated as injection wells. The
Company also has an interest in 7 producing 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. The Company also sponsors
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 for
interim financial information and with instructions to Form 10-QSB of Regulation
S-B. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of Management, these financial statements contain all
adjustments, consisting of normal recurring accruals, necessary to present
fairly the financial position, results of operations and cash flows for the
period indicated. The preparation of financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results may differ from these estimates. The
Company's quarterly financial data should be read in conjunction with the
financial statements of the Company for the year ended November 30, 2000
(including the notes thereto) set forth in Form 10-KSB.

NET LOSS PER COMMON SHARE - Stock options are excluded from the calculation of
net loss per common share because they are antidilutive.

3. SIGNIFICANT TRANSACTIONS:

a. On January 6, 1999 the Company entered into an option agreement, as amended,
to purchase all of Southern Oil & Gas Company's (Southern) stock for $1,000,000.
Southern is an oil and gas company that owns interests in approximately 435
wells, primarily in north east Louisiana, which wells produce on average
approximately 3,500 barrels of oil each month. Under the terms of the agreement,
TBX paid $100,000 for the option to purchase the shares that ran up to and
including March 31, 2000. When the Company originally entered into this
agreement with Southern, it also entered into an operations and management
contract (the "Operations Contract") providing that TBX was to be paid the
profits of Southern that exceeded $40,000 each month. Because the amounts TBX
was paid under the Operations Contract was not at the levels anticipated, TBX
decided not to increase its ownership interest in Southern and wrote-off the
option amount in February 2000. The Company currently holds a 20% interest in
Southern.




                                       5
<PAGE>



                               TBX RESOURCES, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                 AUGUST 31, 2001


3. SIGNIFICANT TRANSACTIONS (continued):

b. The Company has placed restrictions on stockholders wishing to sell their
common stock as follows:

         (i)      To hold or to sell up 20% of the shares owned during the third
                  quarter of year 2001 and,


         (ii)     To continue to hold or to sell up to additional 20% of the
                  original amount of shares owned during the forth quarter of
                  the year 2001.

         This agreement expires on January 31, 2002 at which time the balance of
         shares held convert to free trading shares.

c. The Company executed an Employment Agreement effective December 1, 1999 with
Mr. Tim Burroughs, President, for three years. Under the terms of the employment
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 year. The options are
cumulative that allow Mr. Burroughs to exercise his options through November 30,
2004 for a total of 2,500,000 shares. The fair market 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. No exercise price or
exercise date has been determined at this time. Based on the formula for
calculating the purchase price, material charges to compensation expense may be
recorded in future years.

d. During the nine months ended August 31, 2001, the Company used the services
of consultants who received 172,750 share of common stock. The Company recorded
the transactions as a $108,328 charge to expense with an offsetting credit to
capital.

e. On February 6, 2001 the Company entered into a Regulation S Stock Purchase
agreement with Citizen Asia Pacific Limited (CAPL), a Hong Kong company. The
shares are being offered and sold on reliance of an exemption from registration
requirements of the United States federal and state securities laws under
Regulation S promulgated under the Securities Act. The agreement stipulates that
CAPL will use its best efforts to purchase from the Company up to 800,000
restricted shares of common stock at a per share price which shall be 30% of the
moving ten day average closing prices of the Company's shares of common stock as
quoted on the OTC Bulletin Board or other public trading market. The Company has
the right to accept or reject subscriptions for the shares, in whole or in part.
The agreement runs from February 7, 2001 to September 30, 2001.



                                       6
<PAGE>


            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

DESCRIPTION OF PROPERTIES

         Our properties generally, include leasehold rights in six oil and gas
fields located in Gregg, Hopkins, Franklin, Panola and Wood Counties, Texas,
which are located in East Texas. These six fields are referred to as the East
Texas, Mitchell, Talco, Manziel, Quitman and Bethany Fields. As of August, 2001,
we owned or operated an interest in 69 wells, 6 of which were producing, 52 of
which were shut-in, 8 of which were designated as injection wells and 3 were
designated as water supply wells. We also have recently acquired an interest in
properties in Oklahoma, the development of which is in a very early stage.

RESULTS OF OPERATIONS AS OF AUGUST 31, 2001 VS. AUGUST 31, 2000.

         REVENUE - Total revenue decreased $50,413 from $228,851 for the nine
months ended August 31, 2000 to $178,438 for the nine months ended August 31,
2001.

         During the nine months ended August 31, 2001, the Company generated
approximately $142,010 in revenue from oil and gas sales as compared to $30,876
for the nine months ended August 31, 2000. The $111,134 increase was primarily
due to gas sales on the Oklahoma properties that were developed over the past
nine months. During the past nine months, oil sales on the Texas properties were
$47,437 as compared to $30,876 for the same period last fiscal year. The
majority of the wells remain shut-in awaiting re-work or the designation as
injection wells.

         Joint venture income for the nine months ended August 31, 2000 was
$180,473 as compared to $0 for the same period this year. The Company did not
sponsor a joint venture partnership during the nine months ended August 31,
2001. The Company's current focus is on developing its Oklahoma gas properties
and consequently, has no plans to sponsor additional joint venture limited
partnerships.

         Other income for the nine months ended August 31, 2001 was $36,428 as
compared to $17,502 for the same period last year. The increase of $18,926 was
attributable to a $25,600 gain on the sale of a gas well offset by lower
interest on the Company's money market accounts due to reduced cash balances.

         EXPENSES - Total expenses decreased $518,679 from $1,457,901 for the
nine months ended August 31, 2000 to $939,222 for the nine months ended August
31, 2001.

         Lease operating and taxes increased $35,821 form $105,170 for the nine
months ended August 31, 2000 to $140,991 for the nine months ended August 31,
2001. The increase is primarily due to the result of increased expenses
associated with several of the Company's Texas wells and to a lesser extent the
new gas wells in Oklahoma.

         Exploration and drilling expenses were $150,000 for the six months
ended August 31, 2001 as compared to $0 for the same period last year. In
accordance with successful efforts accounting, costs and expenses on
non-productive properties were charged to current operations. The Company had no
drilling and development activities during the six-month period ended August 31,
2000.



                                       7
<PAGE>



         Joint venture costs and expenses were $0 for the six months ended
August 31, 2001 as compared to $180,473 for the same period last year. The
Company was not a sponsor of a joint venture partnership during the nine month
period ended August 31, 2001. See above for additional comments.

         Selling, general and administrative expenses decreased $399,067 from
$930,401 for the nine months ended August 31, 2000 to $531,334 for the nine
months ended August 31, 2001. The decrease is primarily due to lower
compensation and employee related costs, and consulting fees offset by somewhat
higher general expenses.

         Geological and engineering fees of $101,857 for the nine months ended
August 31, 2000 relate to reserve studies for a proposed acquisition. The
acquisition was not consummated and the fees were charged to operations.

         For the nine months ended August 31, 2000, the Company recorded a loss
of $100,000 on the lapse of its option to purchase additional shares of Southern
Oil & Gas Company, Inc. The Company has no plans to acquire additional shares of
Southern.

         Depreciation, depletion and amortization increased $75,548 from $40,000
for the nine months ended August 31, 2000 to $155,548 for the nine months ended
August 31, 2001. The increase is due to a change in estimate.

         Lease operating and taxes increased $62,378 from $57,643 for the six
months ended May 31, 2000 to $120,021 for the six months ended May 31, 2001. The
increase is primarily the result of increased expenses associated with several
of the Company's Texas wells and to a lesser extent the new gas wells in
Oklahoma.

         PROVISION FOR INCOME TAXES - There are no recorded tax benefits for the
nine months ended August 31, 2001. During the nine months ended August 31, 2000,
the Company reversed tax benefits totaling $235,742 that corresponds to the
losses sustained in prior years.

         NET LOSS - The Company's net loss decreased approximately $704,008 from
$1,464,792 for the nine months ended August 31, 2000 to $760,784 for the nine
months ended August 31, 2001. The decrease in the loss is primarily attributable
to reduced compensation costs, consulting fees and, geological and engineering
fees. Also, there was no further write-down of the Company's investment in
Southern Oil & Gas from last fiscal year. Finally, the Company has no tax
benefits to write-off in the current fiscal year.

         LIQUIDITY AND CAPITAL RESOURCES - As of August 31, 2001, the Company
has total assets of approximately $3.4 million of which net oil and gas
properties amount to approximately $3.0 million or 87.3% of our total assets.
The cumulative losses through August 31, 2001, total approximately $3.9 million.
The ratio of current assets to current liabilities is 1.2:1; the Company has no
long-term debt. As of August 31, 2001, the Company's shareholders equity is
positive by approximately $3.2 million.

         At August 31, 2001, the Company had approximately $82,115 in cash and
money market accounts and $27,997 in working capital. At November 30, 2000, cash
and working capital were approximately $324,916 and $255,774, respectively.



                                       8
<PAGE>



         The Company has funded its operations through cash generated from the
sale of its common stock. The Company's cash used for operating activities
totaled $551,932 and $822,776 for the nine months ended August 31 2001 and
August 31, 2000, respectively. The Company's capital investments totaled
$220,101 and $198,626 for the nine months ended August 31 2001 and August 31,
2000, respectively. Cash provided by the sale of common stock totaled $554,302
during the nine months ended August 31, 2001 while cash provided by the sale of
common stock totaled $1,474,649 for the nine months ended August 31, 2000.

         The Company expects that the principal source of funds in the near
future will be from the sale of its common stock. On February 6, 2001 the
Company entered into a Regulation S Stock Purchase agreement with Citizen Asia
Pacific Limited (CAPL), a Hong Kong company. The shares are being offered and
sold on reliance of an exemption from registration requirements of the United
States federal and state securities laws under Regulation S promulgated under
the Securities Act. The agreement stipulates that CAPL will use its best efforts
to purchase from the Company up to 800,000 restricted shares of common stock at
a per share price which shall be 30% of the moving ten day average closing
prices of the Company's shares of common stock as quoted on the OTC Bulletin
Board or other public trading market. The Company has the right to accept or
reject subscriptions for the shares, in whole or in part. The agreement runs
from February 7, 2001 to September 30, 2001. The Company expects that the
principal use of funds in the foreseeable future will be for developing existing
oil and gas properties and/or the acquisition of new properties.

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



                                       9
<PAGE>



         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 downturn with the past twenty four months of the
price of oil. 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.

                           PART II. OTHER INFORMATION

LEGAL PROCEEDINGS         None.

CHANGES IN SECURITIES

         As discussed previously, on February 6, 2001 we entered into a Stock
Purchase agreement whereby shares will be sold and issued by us. The shares to
be issued under this agreement are being offered and sold in reliance on an
exemption from the registration requirements of the United States federal
securities laws under Regulation S promulgated under the Securities Act and
related exemptions from state securities laws. During the period from February
28, 2001, to May 31, 2001, we sold the following shares at the dates and prices
indicated.

<Table>
<Caption>
        DATE OF SALE         NUMBER OF SHARES SOLD   AVERAGE PRICE PER SHARE
--------------------------   ---------------------   -----------------------
<S>                          <C>                     <C>
March 1, 2001                               42,668               $ 0.76

March 20, 2001                               6,576               $ 0.76

April 16,2001                                8,271               $ 0.76

April 19, 2001                               9,636               $ 0.74

May 23, 2001                                18,623               $ 0.70

TOTAL                                       85,774
                                            ------
</Table>



DEFAULTS UPON SENIOR SECURITIES                                        None.

SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS                  None.

OTHER INFORMATION                                                      None.

EXHIBITS AND REPORTS ON FORM 8-K No reports on Form 8-K were filed during the
period covered by this Form 10-QSB.



                                       10
<PAGE>



                                   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:     October 15, 2001
     --------------------------------

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





                                       11