##### Table of Contents



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 FEBRUARY 28, 2006
 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
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 
  þ o
  o o o
 o o
  o þ




---



##### 



TBX Resources, Inc.
 Index
 Page #PART I  Financial InformationItem 1. Financial StatementsBalance Sheet
    
    
    3Statements of Operations
    
    
    4Statements of Cash Flows
    
    
    5Notes to Financial Statements
    
    
    6Item 2.
Managements Discussion and Analysis of Plan of Operations
    
    
    9Item 3. Controls and Procedures
    
    
    13PART II  Other Information
    
    
    14SIGNATURES
    
    
    15Original Employment AgreementCertification of CEO/CFO Pursuant to Section 302Certification of CEO/CFO Pursuant to Section 906
  2




---



##### Table of Contents



PART I- FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 
 ASSETSCurrent AssetsCash
    
    $
    176,447Trade accounts receivable
    
    
    85,692Total current assets
    
    
    262,139Property and equipment, net
    
    
    4,444Oil and gas properties (successful efforts method), net
    
    
    463,063Other
    
    
    6,211Total Assets
    
    $
    735,857LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesTrade accounts payable
    
    $
    45,416Accrued compensation
    
    
    360,000Advances from affiliates
    
    
    84,759Accounts payable to affiliate
    
    
    51,477Accrued expenses
    
    
    75,441Asset retirement liabilitycurrent portion
    
    
    45,259Total current liabilities
    
    
    662,352Long-term LiabilitiesAsset retirement obligation
    
    
    119,399Non-controlling interest in consolidated subsidiary
    
    
    72,000Commitments and ContingenciesStockholders EquityPreferred stock-$.01 par value; authorized 10,000,000;
no shares outstanding
    
    
    Common stock-$.01 par value; authorized 100,000,000 shares;
3,807,417 shares issued and outstanding
    
    
    38,074Additional paid-in capital
    
    
    9,926,140Accumulated deficit
    
    
    (10,118,029
    )Total stockholders equity
    
    
    (153,815
    )Total Liabilities and Stockholders Equity
    
    $
    735,857
  3




---



##### Table of Contents



For the Three Months EndedFebruary 28, 2006
    
    
    February 28, 2005RestatedRevenues:Oil and gas sales
    
    $
    75,230
    
    
    $
    24,863Joint venture contract fees (related party)
    
    
    150,000
    
    
    
    264,087Total revenues
    
    
    225,230
    
    
    
    288,950Expenses:Lease operating and taxes (including $2,400
for 2006 and 2005 to related party
    
    
    44,189
    
    
    
    30,093General and administrative
    
    
    404,819
    
    
    
    173,460Depreciation, depletion, and amortization
    
    
    18,198
    
    
    
    16,205Accretion of asset retirement obligation
    
    
    4,900
    
    
    
    4,862Total expenses
    
    
    472,106
    
    
    
    224,620Operating Income (Loss)
    
    
    (246,876
    )
    
    
    64,330Other Income (Expense)Interest and other
    
    
    
    
    
    
    (1,821
    )Net Income (Loss) Before Provision for Income Taxes
    
    
    (246,876
    )
    
    
    62,509Provision for income taxes
    
    
    
    
    
    
    Net Income (Loss)
    
    $
    (246,876
    )
    
    $
    62,509Net Income (Loss) per common Share, Basic and Diluted
    
    $
    (0.06
    )
    
    $
    0.02Weighted average common shares used in calculations:Basic and diluted
    
    
    3,803,695
    
    
    
    3,327,254
  4




---



##### Table of Contents



For the Three Months EndedFebruary 28, 2006
    
    
    February 28, 2005RestatedCash Flows From Operating Activities:Net income (loss)
    
    $
    (246,876
    )
    
    $
    62,509Adjustments to reconcile net income (loss) to net
cash flow form operating activities:Depreciation, depletion and amortization
    
    
    18,198
    
    
    
    16,205Stock based compensation
    
    
    20,000
    
    
    
    Accretion of asset retirement obligation
    
    
    4,900
    
    
    
    4,862Changes in operating assets and liabilities:Decrease (increase) in:Trade receivables
    
    
    15,904
    
    
    
    (7,333
    )Increase (decrease) in:Accounts payable
    
    
    8,285
    
    
    
    (121,115
    )Accounts payable to affiliates
    
    
    29,260
    
    
    
    44,637Accrued compensation
    
    
    235,000
    
    
    
    Accrued expenses
    
    
    20,549
    
    
    
    567Net cash provided by operating activities
    
    
    105,220
    
    
    
    332Cash Flows From Investing Activities:Purchase of oil and gas properties
    
    
    (35,225
    )
    
    
    Net cash used by investing activities
    
    
    (35,225
    )
    
    
    Cash Flows From Financing Activities:Payments to minority interest holders
    
    
    (42,000
    )
    
    
    Advance from affiliate
    
    
    20,000
    
    
    
    Net cash used by financing activities
    
    
    (22,000
    )
    
    
    Net Increase In Cash
    
    
    47,995
    
    
    
    332Cash at beginning of period
    
    
    128,452
    
    
    
    8,843Cash at end of period
    
    $
    176,447
    
    
    $
    9,175
  5




---



##### Table of Contents



1.
    
    BASIS OF PRESENTATION:
  2.
    
    BUSINESS ACTIVITIES:
    3.
    
    RESTATEMENT OF PRIOR FINANCIAL STATEMENTS:
  4.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
   6




---



##### Table of Contents



ARO at December 1, 2005
    
    $
    167,161Accretion expense
    
    
    4,900Liabilities incurred
    
    
    Liabilities settled
    
    
    Changes in estimates
    
    
    (7,403
    )ARO at February 28, 2006
    
    $
    164,658
       7




---



##### Table of Contents



5.
    
    RELATED PARTY TRANSACTIONS:
 a.
    
    The Company has a services contract with Gulftex Operating, Inc. (Gulftex) a
company in which Mr. Burroughs is the sole shareholder. Under the agreement, the Company
performs project generation, administrative and drilling supervision services on a
well-by-well basis for an agreed upon fee. During the three months ended February 28,
2006, the Company generated $150,000 in revenues from joint venture management fees as
compared to $248,840 in revenues from joint venture management fees for the quarter
ended February 28, 2005.b.
    
    During the three months ended February 28, 2006, the Company received a cash
advance from Gulftex in the amount of $20,000.c.
    
    Gulftex is the operator of the East Texas oil and gas leases. Gulftex Operating,
Inc. (Gulftex) is an affiliate of TBX Resources. TBX Resources paid Gulftex $2,400 for
the quarters ended February 28, 2006 and 2005 for activities associated with operating
certain wells.
 6.
    
    ACCRUED COMPENSATION:
  7.
    
    STOCK BASED COMPENSATION:
  8.
    
    COMMITMENTS AND CONTINGENCIES:
    8




---



##### Table of Contents



9.
    
    SUBSEQUENT EVENTS:
   
 Item 2. Managements Discussion and Analysis and Results of Operation
       Name of Field
    

Gross Producing Well Count

    
    Net Producing Well CountMitchell Creek
    
    
    1
    
    
    
    .48Talco
    
    
    5
    
    
    
    2Quitman
    
    
    3
    
    
    
    2.4Manziel
    
    
    1
    
    
    
    .8Newark East
    
    
    2
    
    
    
    .7Bridgeport
    
    
    1
    
    
    
    .25Carmargo NW
    
    
    2
    
    
    
    .03Harmon SE
    
    
    1
    
    
    
    .01
 9




---



##### Table of Contents



PROVEDPROVED
    
    
    DEVELOPEPROVED
    
    
    PROVED
    
    
    DEVELOPED
    
    
    DRESERVES:
    
    
    RESERVES:
    
    
    RESERVES:
    
    
    RESERVES:NAME OF
    
    OIL
    
    
    GAS
    
    
    OIL
    
    
    GASFIELD
    
    (bbls)
    
    
    (mcf)
    
    
    (bbls)
    
    
    (mcf)Mitchell Creek
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Talco
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0Quitman
    
    
    17,908
    
    
    
    0
    
    
    
    17,908
    
    
    
    0Manziel
    
    
    14,763
    
    
    
    0
    
    
    
    14,763
    
    
    
    0Newark East
    
    
    21,680
    
    
    
    12,317
    
    
    
    21,680
    
    
    
    12,317Bridgeport
    
    
    627
    
    
    
    2,363
    
    
    
    627
    
    
    
    2,363Carmargo NW
    
    
    11,354
    
    
    
    0
    
    
    
    11,354
    
    
    
    0Harmon SE
    
    
    4,971
    
    
    
    19,001
    
    
    
    4,971
    
    
    
    19,001
  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
    
    
    10
    
    
    
    6.04
    
    
    
    0
    
    
    
    0
    
    
    
    1,172.2
    
    
    
    887.54Wise County
    
    
    2
    
    
    
    .37
    
    
    
    2
    
    
    
    .35
    
    
    
    224
    
    
    
    83Anadarko Basin
    
    
    4
    
    
    
    .29
    
    
    
    0
    
    
    
    0
    
    
    
    480
    
    
    
    14
       10




---



##### Table of Contents



Revenues
 %Increase2006
    
    
    2005
    
    
    (Decrease)Oil & Gas sales
    
    $
    75,230
    
    
    $
    24,863
    
    
    
    202.58
    %Joint Venture contract revenue
    
    
    150,000
    
    
    
    264,087
    
    
    
    -43.20
    %$
    225,230
    
    
    $
    288,950
    
    
    
    -22.05
    %
  11




---



##### Table of Contents



Expenses
 %Increase2006
    
    
    2005
    
    
    (Decrease)Lease operating & taxes
    
    $
    44,189
    
    
    $
    30,093
    
    
    
    46.84
    %General & administrative
    
    
    404,819
    
    
    
    173,460
    
    
    
    133.38
    %D D & A
    
    
    18,198
    
    
    
    16,205
    
    
    
    12.30
    %Accretion
    
    
    4,900
    
    
    
    4,862
    
    
    
    .78
    %$
    472,106
    
    
    $
    224,620
    
    
    
    110.18
    %
        12




---



##### Table of Contents



Item 3. Controls and Procedures
     13




---



##### Table of Contents



PART II. OTHER INFORMATION
          Options
        14




---



##### Table of Contents



/s/ Tim Burroughs
 15