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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, 2009
 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) 243-2610
  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 Consolidated Balance Sheets as of November 30, 2008 and
February 28, 2009 (Unaudited)
    
    
    F-1Condensed Consolidated Statements of Operations for the Three Months Ended
February 28, 2009 and February 29, 2008 (Unaudited)
    
    
    F-2Condensed Consolidated Statements of Cash Flows for the Three Months Ended
February 28, 2009 and February 29, 2008 (Unaudited)
    
    
    F-3Notes to Condensed Consolidated Financial Statements as of February 28, 2009 (Unaudited)
    
    
    F-4Item 2. Managements Discussion and Analysis
    
    
    3Item 3. Quantitative and Qualitative Disclosures about Market Risk.
    
    
    6Item 4T. Controls and Procedures
    
    
    6PART II  Other InformationItem 1. Legal Proceedings
    
    
    7Item 2.
Changes in Securities
    
    
    7Item 3. Defaults Upon Senior Securities
    
    
    7Item 4. Submission of Matters to a Vote of Security Holders
    
    
    8Item 5. Other Information
    
    
    8Item 6. Exhibits
    
    
    8SIGNATURES
    
    
    8EX-31.1EX-32.1
  2




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PART 1  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 
 TBX RESOURCES. INC. AND SUBSIDIARIES  CONDENSED CONSOLIDATED BALANCE SHEETS
 February 28,2009
    
    
    November 30,(Unaudited)
    
    
    2008ASSETSCurrent AssetsCash
    
    $
    878
    
    
    $
    2,506Oil and gas revenue receivable
    
    
    190,336
    
    
    
    175,812Accounts receivable from affiliate
    
    
    
    
    
    
    21,824Prepaid expense
    
    
    10,000
    
    
    
    10,000Inventory
    
    
    3,200
    
    
    
    Total current assets
    
    
    204,414
    
    
    
    210,142Oil and gas properties (successful efforts method), net
    
    
    55,480
    
    
    
    57,619Other
    
    
    6,211
    
    
    
    6,211Total Assets
    
    $
    266,105
    
    
    $
    273,972LIABILITIES AND STOCKHOLDERS DEFICITCurrent LiabilitiesTrade accounts payable and accrued expenses
    
    $
    100,933
    
    
    $
    90,789Accounts payable to and advances from affiliate
    
    
    280,029
    
    
    
    173,786Deferred revenue
    
    
    3,200
    
    
    
    Total current liabilities
    
    
    384,162
    
    
    
    264,575Long-term LiabilitiesAsset retirement obligations
    
    
    21,236
    
    
    
    20,981Non-controlling Interest in Consolidated Subsidiary
    
    
    72,000
    
    
    
    72,000Commitments and Contingencies (Note 8)
    
    
    
    
    
    
    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, 2009,
4,027,442 shares issued and outstanding at November 30, 2008
    
    
    40,274
    
    
    
    40,274Additional paid-in capital
    
    
    10,929,690
    
    
    
    10,929,440Accumulated deficit
    
    
    (11,181,257
    )
    
    
    (11,053,298
    )Total stockholders deficit
    
    
    (211,293
    )
    
    
    (83,584
    )Total Liabilities and Stockholders Deficit
    
    $
    266,105
    
    
    $
    273,972
  F-1




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TBX RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 For the Three Months EndedFeb. 28, 2009
    
    Feb. 29, 2008Revenues:Oil and gas sales
    
    $
    14,525
    
    
    $
    90,977Total revenues
    
    
    14,525
    
    
    
    90,977Expenses:Lease operating and taxes (including $0 for 2009 and
$2,400 for 2008 to related party)
    
    
    11,760
    
    
    
    155,235General and administrative
    
    
    128,329
    
    
    
    134,309Depreciation, depletion, amortization and accretion
    
    
    2,395
    
    
    
    14,060Total expenses
    
    
    142,484
    
    
    
    303,604Loss Before Provision for Income Taxes
    
    
    (127,959
    )
    
    
    (212,627
    )Provision for income taxes
    
    
    
    
    
    
    Net Loss
    
    $
    (127,959
    )
    
    $
    (212,627
    )Net Loss per Common Share, Basic and Diluted
    
    $
    (0.03
    )
    
    $
    (0.05
    )Weighted average common shares used in calculations:Basic and Diluted
    
    
    4,027,442
    
    
    
    4,008,486
  F-2




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TBX RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 For the Three Months EndedFeb. 28, 2009
    
    
    Feb. 29, 2008Cash Flows From Operating Activities:Net loss
    
    $
    (127,959
    )
    
    $
    (212,627
    )Adjustments to reconcile net loss to net cash provided by (used for)
operating activities:Depreciation, depletion, amortization and accretion
    
    
    2,394
    
    
    
    14,060Stock based compensation
    
    
    250
    
    
    
    50,000Changes in operating assets and liabilities other than
advances from affiliate:Decrease (increase) in:Oil and gas revenue receivable
    
    
    (14,524
    )
    
    
    39,279Accounts receivable from affiliate
    
    
    21,824
    
    
    
    Inventory
    
    
    (3,200
    )
    
    
    (20,373
    )Increase (decrease) in:Trade accounts payable and accrued expenses
    
    
    10,144
    
    
    
    82,390Accounts payable to affiliate
    
    
    
    
    
    
    58,854Deferred revenue
    
    
    3,200
    
    
    
    20,373Net cash provided by (used for) operating activities
    
    
    (107,871
    )
    
    
    31,956Cash Flows From Investing Activities:Development of oil and gas properties
    
    
    
    
    
    
    (28,461
    )Net cash used in investing activities
    
    
    
    
    
    
    (28,461
    )Cash Flows From Financing Activities:Advances from affiliate-net
    
    
    106,243
    
    
    
    9,235Exercise of common stock options
    
    
    
    
    
    
    250Net cash provided by financing activities
    
    
    106,243
    
    
    
    9,485Net Increase (Decrease) In Cash
    
    
    (1,628
    )
    
    
    12,980Cash at beginning of period
    
    
    2,506
    
    
    
    23,821Cash at end of period
    
    $
    878
    
    
    $
    36,801
  F-3




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TBX RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
February 28, 2009
(Unaudited)
 1. BASIS OF PRESENTATION:
  2. BUSINESS ACTIVITIES:
    3. GOING CONCERN:
  4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 Revenue Recognition
  Principles of Consolidation
  F-4




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Concentration of Credit Risk
  Receivables
  Inventory
  Property and Equipment
  Oil and Gas Properties
    Proved oil and gas properties
    
    $
    747,573Accumulated depreciation, depletion and
amortization
    
    
    (692,093
    )$
    55,480
 Long-lived Assets
   F-5




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Asset Retirement Obligations
   ARO at November 30, 2008
    
    $
    20,981Accretion expense
    
    
    255Liabilities incurred
    
    
    Liabilities settled
    
    
    Changes in estimates
    
    
    ARO at February 28, 2009
    
    $
    21,236
 Equity Instruments Issued for Goods and Services
  Income Taxes
  Earnings Per Share (EPS)
  F-6




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Use of Estimates
  Fair Value Measurements
   Level 1
    
    Inputs to the valuation methodology are unadjusted quoted prices for identical assets or
liabilities in active markets that the Plan 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 or liability;- inputs that are derived principally from or corroborated by observable market data by
correlation or other means.If the asset or liability has a specified (contractual) term, the Level 2 input 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:
  F-7




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6. RELATED PARTY TRANSACTIONS:
  a.
    
    The operator of the East Texas oil and gas leases, Gulftex is an affiliate of TBX. Mr.
Burroughs is a 50% stockholder and president of the Company. TBX sold its interest in East
Texas properties to Gulftex on April 1, 2008; accordingly, there are no fees associated with
operating these wells for the three months ended February 28, 2009. Fees paid Gulftex for
operating these wells for the three months ended February 29, 2008 are $2,400.b.
    
    Gulftex operated certain oil and gas properties on behalf of the Company. TBX sold its
interest in East Texas properties to Gulftex on April 1, 2008; accordingly, there are no
operating expenses associated with these wells for the three months ended February 28, 2009.
At February 28, 2009 and February 29, 2008 the Company had a liability to Gulftex related to
wells operated by them in the amount of $0 and $169,028, respectively.c.
    
    During the three months ended February 28, 2009 and February 29, 2008, the Company
received net advances from Gulftex totaling $106,243 and $9,235, respectively. The balance
due Gulftex as of February 28, 2009 is $280,029.d.
    
    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 and was paid $11,407 for the three months ended February 28, 2009 and $24,049
for the three months ended February 28, 2009.
 7. STOCK BASED COMPENSATION:
    F-8




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Weighted-AverageShares
    
    
    Exercise PriceOutstanding December 1, 2008
    
    
    100,000
    
    
    $
    0.15Granted
    
    
    25,000
    
    
    $
    0.15Exercised
    
    
    
    
    
    $
    0.15Forfeited
    
    
    (25,000
    )
    
    $
    0.15Outstanding February 28, 2009
    
    
    100,000
    
    
    $
    0.15Options exercisable at February 28, 2009
    
    
    100,000
    
    
    $
    0.15Weighted-average fair value of
options granted during this quarter
    
    $
    250
  Average expected life in years
    
    
    1Average interest rate
    
    
    4.00
    %Average volatility
    
    
    147
    %Dividend yield
    
    
    0
    %
  Weighted Average
    
    
    Weighted AverageGrant Date
    
    
    Grant DateShares
    
    
    Fair Value per Share
    
    
    Fair ValueVested
    
    
    100,000
    
    
    $
    .5475
    
    
    $
    54,750Nonvested
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    100,000
    
    
    $
    .5475
    
    
    $
    54,750
  8. COMMITMENTS AND CONTINGENCIES:
   F-9




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9. SUBSEQUENT EVENTS:
 th Loss Contingencies
  10. INCOME TAXES:
  F-10




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
 CAUTIONARY STATEMENT
  DESCRIPTION OF PROPERTIES
 GENERAL
  PROPERTIES
  Gross
    
    NetProducing
    
    ProducingName of Field or Well
    
    Well Count
    
    Well CountNewark East, Working Interest
    
    
    2
    
    
    
    0.74Newark East, Override Interest
    
    
    8
    
    
    
    0.03Camargo NW Field
    
    
    2
    
    
    
    0.42Harmon SE Field
    
    
    1
    
    
    
    0.01
 PRODUCTIVE WELLS AND ACREAGE:
  Total
    
    
    Net
    
    
    TotalNet
    
    
    Gross
    
    
    Productive
    
    
    Gross
    
    
    Total NetTotal Gross
    
    
    Productive
    
    
    Gass
    
    
    Gass
    
    
    Developed
    
    
    DevelopedGeographic Area
    
    Oil Wells
    
    
    Oil Wells
    
    
    Wells
    
    
    Wells
    
    
    Acres
    
    
    AcresWise County
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    .74
    
    
    
    224
    
    
    
    83.14Denton County
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    .03
    
    
    
    566
    
    
    
    18.11Anadarko Basin
    
    
    3
    
    
    
    .44
    
    
    
    
    
    
    
    
    
    
    
    480
    
    
    
    69.75
 Notes
 1.
    
    Total Gross Wells are those wells in which the Company holds a working or overriding interest
in as of February 28, 2009.2.
    
    Net Productive Wells was calculated by multiplying the working or overriding interest held by
the Company in each of the 13 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 a working or overriding interest.4.
    
    Net Developed Acres is equal to the Total Gross Developed Acres multiplied by the percentage
of the total working or overriding interest held by the Company in the respective properties. 3




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5.
    
    All acreage in which we hold a working interest as of February 28, 2009 have or had existing
wells located thereon; thus all acreage leased by the Company may be accurately classified as
developed.6.
    
    Acreage that has existing wells and may be classified as developed may also have additional
development potential 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 developmental potential. ANADARKO BASIN- WESTERN OKLAHOMA
  OIL AND GAS PARTNERSHIP INTERESTS
  CRITICAL ACCOUNTING POLICIES
   OVERVIEW
 Going Concern and Liquidity Problems
   4




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RESULTS OF OPERATIONS
  Revenue-
  Gas
    
    
    MBTU
    
    
    Price/
    
    
    Oil
    
    
    Bbls
    
    
    Price/Sales
    
    
    Sold
    
    
    MBTU
    
    
    Sales
    
    
    Sold
    
    
    BblFebruary 28, 2009
    
    $
    12,927
    
    
    
    2,848
    
    
    $
    4.54
    
    
    $
    1,598
    
    
    
    45.65
    
    
    $
    35.01February 29, 2008
    
    $
    46,734
    
    
    
    5,980
    
    
    $
    7.82
    
    
    $
    46,087
    
    
    
    601.16
    
    
    $
    76.663 Month Change2009 vs 2008Amount
    
    $
    (33,807
    )
    
    
    (3,132
    )
    
    $
    (3.28
    )
    
    $
    (44,489
    )
    
    
    (555.51
    )
    
    $
    (41.66
    )Percentage
    
    
    -72.34
    %
    
    
    -52.37
    %
    
    
    -41.94
    %
    
    
    -96.53
    %
    
    
    -92.41
    %
    
    
    -54.34
    %
   Expenses-
 %Increase2009
    
    
    2008
    
    
    (Decrease)Lease operating and taxes
    
    
    11,760
    
    
    
    155,235
    
    
    
    -92.42
    %General and administrative
    
    
    128,329
    
    
    
    134,309
    
    
    
    -4.45
    %Depreciation, depletion, amortization., & accretion
    
    
    2,395
    
    
    
    14,060
    
    
    
    -82.97
    %Total expenses
    
    $
    142,484
    
    
    $
    303,604
    
    
    
    -53.07
    %
    5




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LIQUIDITY AND CAPITAL RESOURCES
  PLAN OF OPERATION FOR THE FUTURE
     
 ITEM 3. QUANTITATIVE AND QUALATIVE DISCLOSURES ABOUT MARKET RISK.
  
 ITEM 4T. CONTROLS AND PROCEDURES
  6




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Limitations on the Effectiveness of Controls.
 
 PART II. OTHER INFORMATION
 
  th
 
   
   7




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