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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 1934
  FOR THE QUARTERLY PERIOD ENDING MAY 31, 2005 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from _________ to _________. Commission File Number 0-30746 TBX RESOURCES, INC.  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 July 14, 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
    
    
    7Certifications of CEO & CFO Pursuant to Section 302Certifications 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 May 31, 2005, and the
statements of operations, stockholders equity and cash flows for the six months ended May 31, 2005
and 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 statements for them to be in conformity with U.S. generally accepted
accounting principles. James G. Somma, CPA
Euless, Texas
July 12, 2005 F-1




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TBX RESOURCES, INC. 
 BALANCE SHEET
 MAY 31, 2005
  ASSETSCurrent AssetsCash and equivalents
    
    $
    1,367Trade accounts receivable
    
    
    14,387Due from affiliate
    
    
    62,524Prepaid consulting fees
    
    
    100,000Total current assets
    
    
    178,278Equipment and PropertyOffice furniture, fixtures and equipment
    
    
    107,164Oil and gas properties, using successful efforts accountingProved properties and related equipment
    
    
    1,858,3881,965,552Less accumulated depreciation, depletion and amortization
    
    
    1,587,390Total equipment and property
    
    
    378,162Prepaid Consulting and Other
    
    
    80,777Total Assets
    
    $
    637,217LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesTrade accounts payable
    
    $
    68,637Loans from affiliates
    
    
    244,711Taxes payable
    
    
    7,583Accrued expenses
    
    
    11,289Total current liabilities
    
    
    332,220Commitments 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 May 31, 2005
    
    
    332,725Additional paid-in capital
    
    
    8,658,897Accumulated deficit
    
    
    (8,686,625
    )Total stockholders equity
    
    
    304,997Total Liabilities and Stockholders Equity
    
    $
    637,217
 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 Ended
    
    
    For The Six Months EndedMay 31, 2005
    
    
    May 31, 2004
    
    
    May 31, 2005
    
    
    May 31, 2004Revenues:Oil and gas sales
    
    $
    22,403
    
    
    $
    35,631
    
    
    $
    47,266
    
    
    $
    66,783Joint venture income
    
    
    201,996
    
    
    
    202,010
    
    
    
    450,836
    
    
    
    226,503Total revenues
    
    
    224,399
    
    
    
    237,641
    
    
    
    498,102
    
    
    
    293,286Expenses:Lease operating and taxes
    
    
    19,610
    
    
    
    28,338
    
    
    
    62,317
    
    
    
    53,702Joint venture expenses
    
    
    56,663
    
    
    
    194,148
    
    
    
    158,427
    
    
    
    218,652General and administrative
    
    
    97,750
    
    
    
    (11,164
    )
    
    
    160,288
    
    
    
    151,414Depreciation, depletion and amortization
    
    
    23,467
    
    
    
    83,175
    
    
    
    52,292
    
    
    
    124,248Total expenses
    
    
    197,490
    
    
    
    294,497
    
    
    
    433,324
    
    
    
    548,016Operating Income (Loss)
    
    
    26,909
    
    
    
    (56,856
    )
    
    
    64,778
    
    
    
    (254,730
    )Other Income (Expense):Interest and other
    
    
    (1,777
    )
    
    
    (3,716
    )
    
    
    (3,598
    )
    
    
    (7,472
    )Net Income (Loss) Before Provision for Income Taxes
    
    
    25,132
    
    
    
    (60,572
    )
    
    
    61,180
    
    
    
    (262,202
    )Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net Income (Loss) Before Provision for Income Taxes
    
    $
    25,132
    
    
    $
    (60,572
    )
    
    $
    61,180
    
    
    $
    (262,202
    )Net Income (Loss) Per Common Share, Basic and Diluted
    
    $
    0.00
    
    
    $
    (0.00
    )
    
    $
    0.00
    
    
    $
    (0.01
    )Weighted average common shares used in calculations:Basic and diluted
    
    

    33,272,537
    
    
    
    30,772,537
    
    
    
    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 Six Months EndedMay 31, 2005
    
    
    May 31, 2004Cash Flows From Operating Activities:Net Income (Loss)
    
    $
    61,180
    
    
    $
    (262,202
    )Adjustments to reconcile net loss to net cash
flow from operating activities:Depreciation, depletion and amortization
    
    
    52,292
    
    
    
    124,248Non-cash consulting services and other
    
    
    50,383
    
    
    
    46,544Changes in operating assets and liabilities:Decrease (increase) in:Trade receivables
    
    
    3,192
    
    
    
    (12,804
    )Affiliate receivables
    
    
    (62,524
    )
    
    
    Increase (decrease) in:Accounts payable
    
    
    (97,968
    )
    
    
    95,833Taxes payable
    
    
    
    
    
    
    164Accrued expenses
    
    
    (8,416
    )
    
    
    16,933Deferred income
    
    
    
    
    
    
    144,693Net cash provided by (used) for operating activities
    
    
    (1,861
    )
    
    
    153,409Cash Flows From Investing Activities:Cash used in the acquisition and development of properties
    
    
    
    
    
    
    (175,920
    )
    
    
    
    (175,920
    )Cash Flows From Financing Activities:Loans from affiliates
    
    
    (5,615
    )
    
    
    16,997(5,615
    )
    
    
    16,997Net Increase (Decrease) In Cash
    
    
    (7,476
    )
    
    
    (5,514
    )Cash at beginning of period
    
    
    8,843
    
    
    
    7,438Cash at end of period
    
    $
    1,367
    
    
    $
    1,924
 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
  Additional
    
    
    Accum-
    
    
    TotalCommon Stock
    
    
    Paid-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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,180
    
    
    
    61,180Balance May 31, 2005
    
    
    33,272,537
    
    
    $
    332,725
    
    
    $
    8,658,897
    
    
    $
    (8,686,625
    )
    
    $
    304,997
 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
MAY 31, 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 six months ended May 31, 2005, the Company
generated $450,836 in revenues from joint venture management fees and incurred expenses
of $158,427. For the six months ended May 31, 2004, the Company generated 226,530 in
revenues from joint venture management fees and incurred expenses of $218,652.b.
    
    The Company has an operating loan from its president, Mr. Tim Burroughs. The loan
balance as of May 31, 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 six months is $3,732. The loan balance as of May 31, 2004 is $157,952 with
accrued interest of $7,706. 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 May 31, 2005 the Partnership is due approximately $114,296 in advances that
the Company used to fund operations and is included in loans from affiliates. As of May
31, 2004 the partnership is due approximately $194,615. 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 six months ended May 31, 2005,
the Company generated $450,836 in revenues from joint venture management fees and incurred expenses
of $158,427. 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: Gross Producing
    
    
    Net Producing WellName of Field
    
    Well Count
    
    
    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 May 31, 2005: 1




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PROVED
    
    
    PROVED
    
    
    
    
    
    
    PERCENTAGE OFPROVED
    
    
    PROVED
    
    
    DEVELOPED
    
    
    DEVELOPED
    
    
    CURRENT
    
    
    RESERVES IN FIELDRESERVES:
    
    
    RESERVES:
    
    
    RESERVES:
    
    
    RESERVES:
    
    
    PRODUCTION
    
    
    TO TOTAL RESERVESNAME OF
    
    OIL
    
    
    GAS
    
    
    OIL
    
    
    GAS
    
    
    OIL:
    
    
    HELD BY THEFIELD
    
    (bbls)
    
    
    (mcf)
    
    
    (bbls)
    
    
    (mcf)
    
    
    (bbls) (1)
    
    
    COMPANYEast Texas Field
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    oil
    
    
    0gas
    
    
    0Mitchell Creek &
Talco Field
    
    
    494
    
    
    
    0
    
    
    
    494
    
    
    
    0
    
    
    
    0
    
    
    oil
    
    
    2.0gas
    
    
    0Manziel &
Quitman Field
    
    
    23,185
    
    
    
    0
    
    
    
    23,185
    
    
    
    0
    
    
    
    291
    
    
    oil
    
    
    98.0gas
    
    
    0
 
 (1)
    
    The current production figure specified above is for the production for the month of
May 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 May 31, 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 May 31, 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 $64,778 for the six months ended May 31, 2005 as
compared to an operating loss of. $254,730 for the six months ended May 31, 2004. The change in the
operating loss to a profit amounted to $319,508, 125.4%, is discussed below. Revenues Revenues generated from oil and gas sales and the joint venture management fees
increased $204,816, 69.8%, from $293,286 for the six months ended May 31, 2004 to $498,102 for the
six months ended May 31, 2005. Revenues generated from joint venture management fees increased $224,333, 99% from $226,503 for the
six months ended May 31, 2004 to $450,836 for the six months ended May 31, 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 six months ended May 31, 2004, the Company generated approximately $66,783 in revenue
from oil and gas sales as compared to $47,266 for the six months ended May 31, 2005. The $19,517,
29.2%, 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 400 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. Expenses Total expenses decreased $114,692, 20.9%, from $548,016 for the six months ended May 31,
2004 to $433,324 for the six months ended May 31, 2005. 3




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Lease operating and taxes increased $8,615, 16%, from $53,702 for the six months ended May 31, 2004
to $62,317 for the six months ended May 31, 2005. The increase is primarily the result of recurring
expenses for the Texas oil wells. Joint venture expenses decreased $60,225, 27.5%, from $218,652 for the six months ended May 31,
2004 to $158,427 for the six months ended May 31, 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 increased approximately $8,874, 5.9%, from $151,414 for the six
months ended May 31, 2004 to $160,288 for the six months ended May 31, 2005. The increase is
primarily due to the decreased allocation ($4,852) of general and administrative expenses to joint
venture expenses and higher consulting and professional fees offset by lower general expenses. Depreciation, depletion and amortization decreased $71,956, 57.9%, from $124,248 for the six months
ended May 31, 2004 to $52,292 for the six months ended May 31, 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 $7,472 for the six months ended May
31, 2004 to $3,598 for the six months ended May 31, 2005. The $3,874 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 six months ended May 31,
2005 and for the same period last fiscal year. Net Income (loss) The Companys net loss decreased approximately $323,382, 123.3%, from $262,202
for the six months ended May 31, 2004 to a profit of $61,180 for the six months ended May 31, 2005.
The current period profit is primarily attributable to increased joint venture revenue and lower
joint venture expenses, depreciation and interest offset by higher lease operating and general
expenses. LIQUIDITY AND CAPITAL RESOURCES As of May 31, 2005, we have total assets of $637,217 of which net oil and gas properties
amount to $362,615 or 60.1% of the total assets. The Companys accumulated losses through May 31,
2005 totaled $8,686,625. At May 31, 2005, we have $1,637 in cash. Our ratio of current assets to
current liabilities is 0.5:1; we have no long-term debt. As of May 31, 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 $1,861 for the six months ended May 31, 2005 while cash
provided for operating activities totaled $153,409 during the six months ended May 31, 2004. The
Companys capital investments totaled $0 and $175,920 for the six months ended May 31, 2005 and May
31, 2004, respectively. Cash provided by loans and advances from affiliates totaled ($5,615) and
$16,997 for the six months ended May 31, 2005 and May 31, 2004, respectively. 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 six 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 4




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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 May 31, 2005, 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 during the last fiscal quarter 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: July 15, 2005 SIGNATURE: /s/ Tim Burroughs
TIM BURROUGHS, PRESIDENT/CHIEF FINANCIAL OFFICER 7