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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, 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
 N/A
 o þ
 o o
  Large Accelerated Filer o
Accelerated Filer o
Non-Accelerated Filer o(Do not check if a smaller reporting company)
Smaller Reporting Company þ o þ




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TBX RESOURCES, INC.
 Index
 Pg. No.PART I  Financial InformationItem 1. Financial StatementsCondensed Balance Sheets as of February 28, 2011 (Unaudited) and
November 30, 2010
    
    
    F-1Condensed Statements of Operations for the Three Months Ended
February 28, 2011 and February 28, 2010 (Unaudited)
    
    
    F-2Condensed Statements of Cash Flows for the Three Months Ended
February 28, 2011 and February 28, 2010 (Unaudited)
    
    
    F-3Notes to Condensed Financial Statements as of February 28, 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
    
    
    6Item 1A. Risk Factors
    
    
    6Item 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
  2




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PART 1  FINANCIAL INFORMATION
 
 ITEM 1. Financial Statements
 
 TBX RESOURCES, INC.
CONDENSED BALANCE SHEETS
 February 28,2011
    
    
    November 30,(Unaudited)
    
    
    2010ASSETSCurrent AssetsCash
    
    $
    441
    
    
    $
    665Oil and gas revenue receivable
    
    
    3,163
    
    
    
    8,271Inventory
    
    
    
    
    
    
    8,300Total current assets
    
    
    3,604
    
    
    
    17,236Oil and gas properties (successful efforts method), net
    
    
    
    
    
    
    37,567Other
    
    
    6,211
    
    
    
    6,211Total Assets
    
    $
    9,815
    
    
    $
    61,014LIABILITIES AND STOCKHOLDERS DEFICITCurrent LiabilitiesTrade accounts payable and accrued expenses
    
    $
    32,225
    
    
    $
    33,609Advances from affiliate
    
    
    31,576
    
    
    
    Deferred revenue
    
    
    
    
    
    
    8,300Total current liabilities
    
    
    63,801
    
    
    
    41,909Long-term LiabilitiesAsset retirement obligations
    
    
    
    
    
    
    21,347Commitments and Contingencies (Note 9)
    
    
    
    
    
    
    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, 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
    
    
    (11,457,432
    )
    
    
    (11,405,688
    )Total stockholders deficit
    
    
    (53,986
    )
    
    
    (2,242
    )Total Liabilities and Stockholders Deficit
    
    $
    9,815
    
    
    $
    61,014
  F-1




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TBX RESOURCES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
 For the Three Months EndedFeb. 28, 2011
    
    
    Feb. 28, 2010Revenues:Oil and gas sales
    
    $
    1,490
    
    
    $
    22,368Total revenues
    
    
    1,490
    
    
    
    22,368Expenses:Lease operating and taxes
    
    
    372
    
    
    
    8,150General and administrative
    
    
    36,773
    
    
    
    66,409Depreciation, depletion, amortization and accretion
    
    
    
    
    
    
    2,991Loss on forfeiture of oil and gas properties
    
    
    16,089
    
    
    
    Total expenses
    
    
    53,234
    
    
    
    77,550Operating Loss
    
    
    (51,744
    )
    
    
    (55,182
    )Other Income:Partial loss recovery
    
    
    
    
    
    
    6,942Loss Before Provision for Income Taxes
    
    
    (51,744
    )
    
    
    (48,240
    )Provision for income taxes
    
    
    
    
    
    
    Net Loss
    
    $
    (51,744
    )
    
    $
    (48,240
    )Net Loss per Common Share, Basic and Diluted
    
    $
    (0.01
    )
    
    $
    (0.01
    )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.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 For the Three Months EndedFeb. 28, 2011
    
    
    Feb. 28, 2010Cash Flows From Operating Activities:Net loss
    
    $
    (51,744
    )
    
    $
    (48,240
    )Adjustments to reconcile net loss to net cash provided by (used for)
operating activities:Loss on forfeiture of oil and gas properties
    
    
    16,089
    
    
    
    Depreciation, depletion, amortization and accretion
    
    
    
    
    
    
    2,991Changes in operating assets and liabilities other than
advances from affiliate:Decrease (increase) in operating assets:Oil and gas revenue receivable
    
    
    (1,117
    )
    
    
    82,130Inventory
    
    
    8,300
    
    
    
    594Increase (decrease) in operating liabilities:Trade accounts payable and accrued expenses
    
    
    4,972
    
    
    
    (27,688
    )Deferred revenue
    
    
    (8,300
    )
    
    
    (594
    )Net cash provided by (used for) operating activities
    
    
    (31,800
    )
    
    
    9,193Cash Flows From Financing Activities:Advances from affiliate
    
    
    31,576
    
    
    
    101,784Payments to affiliate
    
    
    
    
    
    
    (107,414
    )Net cash provided by (used for) financing activities
    
    
    31,576
    
    
    
    (5,630
    )Net Increase (Decrease) In Cash
    
    
    (224
    )
    
    
    3,563Cash at beginning of period
    
    
    665
    
    
    
    5,327Cash at end of period
    
    $
    441
    
    
    $
    8,890
  F-3




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TBX RESOURCES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
February 28, 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 February 28, 2011
    
    $
    
 Equity Instruments Issued for Goods and Services
  F-5




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Income Taxes
  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 three months ended February 28, 2011 the Company received advances from
Gulftex totaling $31,576. During the three months ended February 28, 2010 the Company had a
net reduction in advances from Gulftex totaling $5,630. The balance due Gulftex as of
February 28, 2011 is $31,576.
 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 $13,352 for the three months ended February 28, 2011 and $23,434 for the
three months ended February 28, 2010.
 7. STOCK BASED COMPENSATION:
  F-7




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8. FORFEITURE OF OIL AND GAS INTERESTS:
   9. COMMITMENTS AND CONTINGENCIES:
   10. LAWSUIT SETTLEMENT:
 th
 F-8




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11. INCOME TAXES:
  12. 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, 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
February 28, 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 an overriding interest.4.
    
    Net Developed Acres is equal to the Total Gross Developed Acres multiplied by the percentage
of the total overriding interest held by the Company in the respective properties.5.
    
    All acreage in which we hold an overriding interest as of February 28, 2011 have or had
existing wells located thereon; thus all acreage may be accurately classified as developed.
 OIL AND GAS PARTNERSHIP INTERESTS
  3




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CRITICAL ACCOUNTING POLICIES
   OVERVIEW
 Going Concern and Liquidity Problems
   RESULTS OF OPERATIONS
  Revenue-
  Expenses-
 %Increase2011
    
    2010
    
    (Decrease)Lease operating and taxes
    
    
    372
    
    
    
    8,150
    
    
    
    -95.44
    %General and administrative
    
    
    36,773
    
    
    
    66,409
    
    
    
    -44.63
    %Depreciation, depletion, amortization., & accretion
    
    
    
    
    
    
    2,991
    
    
    
    -100.00
    %Loss on forfeiture of oil and gas properties
    
    
    16,089
    
    
    
    
    
    
    
    100.00
    %Total expenses
    
    $
    53,234
    
    
    $
    77,550
    
    
    
    -52.10
    %
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LIQUIDITY AND CAPITAL RESOURCES
  PLAN OF OPERATION FOR THE FUTURE
   5




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ITEM 3. Quantitative And Qualitative Disclosures About Market Risk.
  
 ITEM 4. Controls And Procedures
     Limitations on the Effectiveness of Controls.
 
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  6




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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 5. Other Information
  
 Item 6. 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.
   7




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