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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: May 31, 2011
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from:  to
 Commission File Number: 0-30746
 TBX RESOURCES, INC.
  Texas
    
    75-2592165(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification Number)3030 LBJ Freeway, Suite 1320
    
    75234(Address of principal executive offices)
    
    (Zip Code)
 (972) 234-2610
 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 May 31, 2011 (Unaudited) and
November 30, 2010
    
    
    F-1Condensed Statements of Operations for the Three and Six months Ended
May 31, 2011 and 2010 (Unaudited)
    
    
    F-2Condensed Statements of Cash Flows for the Six months Ended
May 31, 2011 and 2010 (Unaudited)
    
    
    F-3Notes to Condensed Financial Statements as of May 31, 2011 (Unaudited)
    
    
    F-4Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    3Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    6Item 4T. Controls and Procedures
    
    
    6PART II  Other InformationItem 1. Legal Proceedings
    
    
    7Item 1A.
Risk Factors
    
    
    7Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    7Item 3. Defaults Upon Senior Securities
    
    
    7Item 5. Other Information
    
    
    7Item 6. Exhibits
    
    
    7SIGNATURES
    
    
    8EX-31.1EX-32.1




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PART 1  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 TBX RESOURCES, INC.  CONDENSED BALANCE SHEETS
 May 31, 2011
    
    
    November 30,(Unaudited)
    
    
    2010ASSETSCurrent AssetsCash
    
    $
    443
    
    
    $
    665Oil and gas revenue receivable
    
    
    286
    
    
    
    8,271Inventory
    
    
    
    
    
    
    8,300Total current assets
    
    
    729
    
    
    
    17,236Oil and gas properties (successful efforts method), net
    
    
    
    
    
    
    37,567Other
    
    
    6,211
    
    
    
    6,211Total Assets
    
    $
    6,940
    
    
    $
    61,014LIABILITIES AND STOCKHOLDERS DEFICITCurrent LiabilitiesTrade accounts payable and accrued expenses
    
    $
    27,599
    
    
    $
    33,609Advances from affiliate
    
    
    53,337
    
    
    
    Deferred revenue
    
    
    
    
    
    
    8,300Total current liabilities
    
    
    80,936
    
    
    
    41,909Long-term LiabilitiesAsset retirement obligations
    
    
    
    
    
    
    21,347Commitments and Contingencies (Note 10)
    
    
    
    
    
    
    Stockholders DeficitPreferred stock- $.01 par value; authorized 10,000,000;
no shares outstanding
    
    
    
    
    
    
    Common stock- $.01 par value; authorized 100,000,000 shares;
4,027,442 shares issued and outstanding at May 31, 2011,
4,027,442 shares issued and outstanding at November 30, 2010
    
    
    40,274
    
    
    
    40,274Additional paid-in capital
    
    
    11,363,172
    
    
    
    11,363,172Accumulated deficit
    
    
    (11,477,442
    )
    
    
    (11,405,688
    )Total stockholders deficit
    
    
    (73,996
    )
    
    
    (2,242
    )Total Liabilities and Stockholders Deficit
    
    $
    6,940
    
    
    $
    61,014
  F-1




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TBX RESOURCES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
 For the Three Months Ended
    
    
    For the Six Months EndedMay 31, 2011
    
    
    May 31, 2010
    
    
    May 31, 2011
    
    
    May 31, 2010Revenues:Oil and gas sales
    
    $
    931
    
    
    $
    13,741
    
    
    $
    2,421
    
    
    $
    36,109Total revenues
    
    
    931
    
    
    
    13,741
    
    
    
    2,421
    
    
    
    36,109Expenses:Lease operating and taxes
    
    
    3,808
    
    
    
    11,427
    
    
    
    4,180
    
    
    
    19,577General and administrative
    
    
    19,352
    
    
    
    14,669
    
    
    
    56,126
    
    
    
    81,077Depreciation, depletion, amortization and accretion
    
    
    
    
    
    
    2,537
    
    
    
    
    
    
    
    5,529Loss on forfeiture of oil and gas properties
    
    
    
    
    
    
    
    
    
    
    16,089
    
    
    
    Gain on sale of office equipment
    
    
    (2,220
    )
    
    
    
    
    
    
    (2,220
    )
    
    
    Total expenses
    
    
    20,940
    
    
    
    28,633
    
    
    
    74,175
    
    
    
    106,183Operating Loss
    
    
    (20,009
    )
    
    
    (14,892
    )
    
    
    (71,754
    )
    
    
    (70,074
    )Other Income:Partial loss recovery (Note 10)
    
    
    
    
    
    
    87,122
    
    
    
    
    
    
    
    94,064Income (Loss) Before Provision for Income Taxes
    
    
    (20,009
    )
    
    
    72,230
    
    
    
    (71,754
    )
    
    
    23,990Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net Income (Loss)
    
    $
    (20,009
    )
    
    $
    72,230
    
    
    $
    (71,754
    )
    
    $
    23,990Net Income (Loss) per Common Share:Basic and Diluted
    
    $
    (0.01
    )
    
    $
    0.02
    
    
    $
    (0.02
    )
    
    $
    0.01Weighted Average Common Shares Outstanding:Basic and Diluted
    
    
    4,027,442
    
    
    
    4,027,442
    
    
    
    4,027,442
    
    
    
    4,027,442
  F-2




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TBX RESOURCES, INC.  CONDENSED STATEMENTS OF CASH FLOWS  (Unaudited)
 For the Six Months EndedMay 31, 2011
    
    
    May 31, 2010Cash Flows From Operating Activities:Net income (loss)
    
    $
    (71,754
    )
    
    $
    23,990Adjustments to reconcile net income (loss) to net cash provided by
(used for) operating activities:Loss on forfeiture of oil and gas properties
    
    
    16,089
    
    
    
    Gain on sale of office equipment
    
    
    (2,220
    )
    
    
    Allocated general and administrative expenses
    
    
    14,076Depreciation, depletion, amortization and accretion
    
    
    
    
    
    
    5,529Changes in operating assets and liabilities other than
advances from affiliate:Decrease (increase) in operating assets:Oil and gas revenue receivable
    
    
    1,760
    
    
    
    105,298Inventory
    
    
    8,300
    
    
    
    (156
    )Increase (decrease) in operating liabilities:Trade accounts payable and accrued expenses
    
    
    346
    
    
    
    (30,023
    )Deferred revenue
    
    
    (8,300
    )
    
    
    156Net cash provided by (used for) operating activities
    
    
    (41,703
    )
    
    
    104,794Cash Flows From Financing Activities:Advances from affiliate
    
    
    41,481
    
    
    
    108,360Payments to affiliate
    
    
    
    
    
    
    (216,188
    )Net cash provided by (used for) financing activities
    
    
    41,481
    
    
    
    (107,828
    )Net Decrease In Cash
    
    
    (222
    )
    
    
    (3,034
    )Cash at beginning of period
    
    
    665
    
    
    
    5,327Cash at end of period
    
    $
    443
    
    
    $
    2,293
  F-3




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




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Inventory
  Property and Equipment
  Oil and Gas Properties
   Long-lived Assets
   Asset Retirement Obligations
   F-5




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ARO at November 30, 2010
    
    $
    21,347Accretion expense
    
    
    Liabilities settled (see Note 8)
    
    
    (21,347
    )Changes in estimates
    
    
    ARO at May 31, 2011
    
    $
    
 Equity Instruments Issued for Goods and Services
  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 six months ended May 31, 2011 the Company received advances from
Gulftex totaling $41,481. During the six months ended May 31, 2010 the Company
had a net reduction in advances from Gulftex totaling $108,360. The balance due
Gulftex as of May 31, 2011 is $53,337.b.
    
    The Company is charging Gulftex rent for a portion of the Companys office
space and Gulftex is charging the Company administrative expenses as it relates
to TBX operations. The Company billed $15,211 for the six months ended May 31,
2011 and $36,756 for the six months ended May 31, 2010. Gulftex began to bill
the Company for administrative services in the current quarter which totaled
$7,500 ($2,500 per month).
 7. STOCK BASED COMPENSATION:
  F-7




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8. FORFEITURE OF OIL AND GAS INTERESTS:
   9. SALE OF OFFICE FURNITURE AND FIXTURES:
  10. COMMITMENTS AND CONTINGENCIES:
   11. LAWSUIT SETTLEMENT:
 th
 F-8
    Table of Contents    12. INCOME TAXES:
  13. COURT ORDERED RESTITUTION TO COMPANY BY FORMER EMPLOYEE:
  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
    
    
    
    20.38Notes:
 1.
    
    Total Gross Wells are those wells in which the Company holds an overriding
interest in as of May 31, 2011.2.
    
    Net Productive Wells was calculated by multiplying the overriding interest held
by the Company in each of the 9 Gross Wells and adding the resulting products.3.
    
    Total Gross Developed Acres is equal to the total surface acres of the
properties in which the Company holds 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 May 31, 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-
 4




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%
    
    
    
    
    
    
    
    
    
    
    %Three Months Ended
    
    
    Increase
    
    
    Six Months Ended
    
    
    IncreaseMay 31, 2011
    
    
    May 31, 2010
    
    
    (Decrease)
    
    
    May 31, 2011
    
    
    May 31, 2010
    
    
    (Decrease)Expenses:Lease operating and taxes
    
    $
    3,808
    
    
    $
    11,427
    
    
    
    - 66.68
    %
    
    $
    4,180
    
    
    $
    19,577
    
    
    
    -78.65
    %General and administrative
    
    
    19,352
    
    
    
    14,669
    
    
    
    31.92
    %
    
    
    56,126
    
    
    
    81,077
    
    
    
    -30.77
    %Depr, depl, amort., & accretion
    
    
    
    
    
    
    2,537
    
    
    
    -100.00
    %
    
    
    
    
    
    
    5,529
    
    
    
    - 100.00
    %Loss on forfeiture of properties
    
    
    
    
    
    
    
    
    
    
    0.00
    %
    
    
    16,089
    
    
    
    
    
    
    
    0.00
    %Gain on sale of furnishings
    
    
    (2,220
    )
    
    
    
    
    
    
    0.00
    %
    
    
    (2,220
    )
    
    
    
    
    
    
    0.00
    %$
    20,940
    
    
    $
    28,633
    
    
    
    -26.87
    %
    
    $
    74,175
    
    
    $
    106,183
    
    
    
    -30.14
    %
        LIQUIDITY AND CAPITAL RESOURCES
  5




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PLAN OF OPERATION FOR THE FUTURE
    
 ITEM 3. QUANTITATIVE AND QUALATIVE DISCLOSURES ABOUT MARKET RISK.
  
 ITEM 4T. CONTROLS AND PROCEDURES
     Limitations on the Effectiveness of Controls.
 6




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PART II. OTHER INFORMATION
 
   
   
   
   
   
     (b)
    
    REPORTS ON FORM 8-K:
None
 7




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SIGNATURE:
    /s/ Tim BurroughsTIM BURROUGHS, PRESIDENT/CHIEF FINANCIAL OFFICER 8