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UNITED STATES
SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB

|    |  |                                                                                  
|--- |  | ---------------------------------------------------------------------------------
|[x] |  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDING: February 28, 2003

|     |  |                                                                
|---- |  | ---------------------------------------------------------------
|[  ] |  | 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.

(Exact name of small business issuer as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Texas                                                          |  | 75-2592165                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

12300 Ford Road
Suite 194
Dallas, TX 75234
(Address of principal executive offices)

Issuers telephone number (972) 243-2610

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date: 30,820,789 common shares, par
value $0.01 per share, as of April 11, 2003.

Transitional Small Business Disclosure Format (check one) Yes [    ] No [ x ]





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TABLE OF CONTENTS



|                                     |                                                                       |  |  |  |  |  |  | 
|------------------------------------ | --------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION      
|                                     | Item 1. FINANCIAL STATEMENTS                                         
|                                     | Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION
|PART II. OTHER INFORMATION          
|                                     | Item 1. LEGAL PROCEEDINGS                                            
|                                     | Item 2. CHANGES IN SECURITIES                                        
|                                     | Item 3. CONTROLS AND PROCEDURES                                      
|                                     | Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS:       
|                                     | Item 5. OTHER INFORMATION                                            
|SIGNATURES                          
|CERTIFICATION                       
|EXHIBIT INDEX                       
|EX-99.1 Certification of CEO and CFO



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PART I  FINANCIAL INFORMATION




Item 1. FINANCIAL STATEMENTS

TBX RESOURCES, INC.
BALANCE SHEET
FEBRUARY 28, 2003
(Unaudited)

|                              |                                                                                                                 |                            |                           |                                            |           |         |           | 
|----------------------------- | --------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------- | ------------------------------------------ | --------- | ------- | --------- | 
|                              |                                                                                                                 |                            |                           | ASSETS                                     |           |         |           | 
|Current Assets                |                                                                                                                 |                            |                           |                                           
|                              | Cash and equivalents                                                                                            |                            | $                         | 1,967                                      |          
|                              | Trade accounts receivable                                                                                       |                            |                           | 19,475                                     |          
|                              | Loans to affiliates                                                                                             |                            |                           | 63,897                                     |          
|                              | Prepaid consulting fees                                                                                         |                            |                           | 105,000                                    |          
|                              |                                                                                                                 |                            |                           |                                            |          
|                              |                                                                                                                 |                            | Total current assets      |                                            |           | 190,339 |          
|                              |                                                                                                                 |                            |                           |                                            |          
|Equipment and Property        |                                                                                                                 |                            |                           |                                           
|                              | Office furniture, fixtures and equipment                                                                        |                            |                           | 117,086                                    |          
|                              | Oil and gas properties, using successful efforts accounting
Proved properties and related equipment             |                            |                           | 2,267,325                                  |          
|                              |                                                                                                                 |                            |                           |                                            |          
|                              |                                                                                                                 |                            | 2,384,411                 |                                           
|                              | Less accumulated depreciation, depletion and amortization                                                       |                            |                           | 487,329                                    |          
|                              |                                                                                                                 |                            |                           |                                            |          
|                              |                                                                                                                 |                            |                           | Total equipment and property               |           |         | 1,897,082 | 
|                              |                                                                                                                 |                            |                           |                                            |          
|Prepaid Consulting and Other  |                                                                                                                 |                            | 302,755                   |                                           
|                              |                                                                                                                 |                            |                           |                                            |          
|                              |                                                                                                                 |                            |                           | Total Assets                               |           | $       | 2,390,176 | 
|                              |                                                                                                                 |                            |                           |                                            |          
|                              |                                                                                                                 |                            |                           | LIABILITIES AND STOCKHOLDERS EQUITY       |           |         |           | 
|Current Liabilities           |                                                                                                                 |                            |                           |                                           
|                              | Trade accounts payable                                                                                          |                            | $                         | 115,226                                    |          
|                              | Loan from affiliate                                                                                             |                            |                           | 145,000                                    |          
|                              | Taxes payable                                                                                                   |                            |                           | 15,570                                     |          
|                              | Accrued compensation                                                                                            |                            |                           |                                           |          
|                              | Deferred income-Grasslands                                                                                      |                            |                           | 153,523                                    |          
|                              |                                                                                                                 |                            |                           |                                            |          
|                              |                                                                                                                 |                            | Total current liabilities |                                            |           | 429,319 |          
|                              |                                                                                                                 |                            |                           |                                            |          
|Commitments and Contingencies |                                                                                                                 |                            |                          |                                           
|Stockholders Equity          |                                                                                                                 |                            |                           |                                           
|                              | Preferred stock- $.01 par value; authorized 10,000,000 shares;
no shares outstanding                            |                            |                           |                                           |          
|                              | Common stock- $.01 par value; authorized 100,000,000 shares;
30,575,373 shares outstanding at February 28, 2003 |                            |                           | 305,754                                    |          
|                              | Additional paid-in capital                                                                                      |                            |                           | 8,549,124                                  |          
|                              | Accumulated deficit                                                                                             |                            |                           | (6,894,021                                 | )        
|                              |                                                                                                                 |                            |                           |                                            |          
|                              |                                                                                                                 | Total stockholders equity |                           |                                            | 1,960,857 |        
|                              |                                                                                                                 |                            |                           |                                            |          
|                              |                                                                                                                 |                            |                           | Total Liabilities and Stockholders Equity |           | $       | 2,390,176 | 
|                              |                                                                                                                 |                            |                           |                                            |          

The accompanying notes are an integral part of these financial statements.

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TBX RESOURCES, INC.
STATEMENTS OF OPERATIONS

|                                                               |                                                  |                |          |                            |         |               |          |            |         | 
|-------------------------------------------------------------- | ------------------------------------------------ | -------------- | -------- | -------------------------- | ------- | ------------- | -------- | ---------- | ------- | 
|                                                               |                                                  |                |          | For The Three Months Ended
|                                                               |                                                  |                |          |                           
|                                                               |                                                  |                |          | Feb. 28, 2003              |         | Feb. 28, 2002
|                                                               |                                                  |                |          |                            |         |              
|Revenues:                                                      |                                                  |                |          |                            |         |               |          |           
|                                                               | Oil and gas sales                                |                | $        | 77,389                     |         |               | $        | 21,609     |        
|                                                               | Gain on sale of interest in producing properties |                |          |                           |         |               |          | 128,824    |        
|                                                               |                                                  |                |          |                            |         |               |          |            |        
|                                                               |                                                  | Total revenues |          |                            | 77,389  |               |          |            | 150,433 | 
|                                                               |                                                  |                |          |                            |         |               |          |            |        
|Expenses:                                                      |                                                  |                |          |                            |         |               |          |           
|                                                               | Lease operating and taxes                        |                |          | 38,277                     |         |               |          | 31,513     |        
|                                                               | General and administrative                       |                |          | 185,646                    |         |               |          | 223,048    |        
|                                                               | Depreciation, depletion and amortization         |                |          | 79,590                     |         |               |          | 36,383     |        
|                                                               |                                                  |                |          |                            |         |               |          |            |        
|                                                               |                                                  | Total expenses |          |                            | 303,513 |               |          |            | 290,944 | 
|                                                               |                                                  |                |          |                            |         |               |          |            |        
|Operating Loss                                                 |                                                  |                | (226,124 | )                          |         |               | (140,511 | )         
|Other Income (Expense):                                        |                                                  |                |          |                            |         |               |          |           
|                                                               | Interest and other                               |                |          | 240                        |         |               |          | 257        |        
|                                                               |                                                  |                |          |                            |         |               |          |            |        
|Loss Before Provision for Income Taxes                         |                                                  |                | (225,884 | )                          |         |               | (140,254 | )         
|                                                               | Provision for income taxes                       |                |          |                           |         |               |          |           |        
|                                                               |                                                  |                |          |                            |         |               |          |            |        
|Net Loss                                                       |                                                  | $              | (225,884 | )                          |         | $             | (140,254 | )         
|                                                               |                                                  |                |          |                            |         |               |          |            |        
|Net Loss Per Common Share, Basic and Diluted                   |                                                  | $              | (0.01    | )                          |         | $             | (0.01    | )         
|                                                               |                                                  |                |          |                            |         |               |          |            |        
|Weighted average common shares used in per share calculations: |                                                  |                |          |                            |         |               |          |           
|                                                               | Basic and Diluted                                |                |          | 30,017,206                 |         |               |          | 20,368,197 |        
|                                                               |                                                  |                |          |                            |         |               |          |            |        

The accompanying notes are an integral part of these financial statements.

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TBX RESOURCES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)

|                                                     |                                                                               |                                              |                         |                       |        |                            |         |               |          |   |         |  
|---------------------------------------------------- | ----------------------------------------------------------------------------- | -------------------------------------------- | ----------------------- | --------------------- | ------ | -------------------------- | ------- | ------------- | -------- | - | ------- | -
|                                                     |                                                                               |                                              |                         |                       |        | For The Three Months Ended
|                                                     |                                                                               |                                              |                         |                       |        |                           
|                                                     |                                                                               |                                              |                         |                       |        | Feb. 28, 2003              |         | Feb. 28, 2002
|                                                     |                                                                               |                                              |                         |                       |        |                            |         |              
|Cash Flows From Operating Activities:                |                                                                               |                                              |                         |                       |        |                            |         |              
|                                                     | Net loss                                                                      |                                              | $                       | (225,884              | )      |                            | $       | (140,254      | )       
|                                                     | Adjustments to reconcile net loss to net cash
flow from operating activities: |                                              |                         |                       |        |                            |         |               |         
|                                                     |                                                                               | Gain on the sale of oil and gas interests    |                         |                       |       |                            |         |               | (128,824 | )
|                                                     |                                                                               | Depreciation, depletion and amortization     |                         |                       | 79,590 |                            |         |               | 36,383   |  
|                                                     |                                                                               | Non-cash consulting services                 |                         |                       | 31,000 |                            |         |               | 80,000   |  
|                                                     |                                                                               | Changes in operating assets and liabilities: |                         |                       |        |                            |         |               |          |  
|                                                     |                                                                               |                                              | Decrease (increase) in: |                       |        |                            |         |               |          |   |        
|                                                     |                                                                               |                                              |                         | Trade receivables     |        |                            | (12,251 | )             |          |   | 5,544   |  
|                                                     |                                                                               |                                              |                         | Affiliate receivables |        |                            | (38,897 | )             |          |   | (7,069  | )
|                                                     |                                                                               |                                              |                         | Other receivables     |        |                            |        |               |          |   | (48,025 | )
|                                                     |                                                                               |                                              |                         | Other current assets  |        |                            | 667     |               |          |   | 70,750  |  
|                                                     |                                                                               |                                              | Increase (decrease) in: |                       |        |                            |         |               |          |   |        
|                                                     |                                                                               |                                              |                         | Accounts payable      |        |                            | 9,637   |               |          |   | (49,586 | )
|                                                     |                                                                               |                                              |                         | Loan from affiliate   |        |                            | (15,000 | )             |          |   | 120,000 |  
|                                                     |                                                                               |                                              |                         | Taxes payable         |        |                            | 338     |               |          |   | (3,170  | )
|                                                     |                                                                               |                                              |                         | Deferred income       |        |                            | 35,000  |               |          |   |        |  
|                                                     |                                                                               |                                              |                         |                       |        |                            |         |               |         
|Net cash provided by (used) for operating activities |                                                                               |                                              | (135,800                | )                     |        |                            | (64,251 | )            
|                                                     |                                                                               |                                              |                         |                       |        |                            |         |               |         
|Cash Flows From Investing Activities:                |                                                                               |                                              |                         |                       |        |                            |         |              
|                                                     | Cash provided by sale of oil and gas interests                                |                                              |                         |                      |        |                            |         | 92,530        |         
|                                                     | Cash used in the acquisition and development of properties                    |                                              |                         | (10,118               | )      |                            |         | (149,463      | )       
|                                                     |                                                                               |                                              |                         |                       |        |                            |         |               |         
|                                                     |                                                                               |                                              | (10,118                 | )                     |        |                            | (56,933 | )            
|                                                     |                                                                               |                                              |                         |                       |        |                            |         |               |         
|Cash Flows From Financing Activities:                |                                                                               |                                              |                         |                       |        |                            |         |              
|                                                     | Cash provided by the issuance of common stock                                 |                                              |                         | 113,568               |        |                            |         | 115,606       |         
|                                                     |                                                                               |                                              |                         |                       |        |                            |         |               |         
|                                                     |                                                                               |                                              | 113,568                 |                       |        |                            | 115,606 |              
|                                                     |                                                                               |                                              |                         |                       |        |                            |         |               |         
|Net Increase (Decrease) In Cash                      |                                                                               |                                              | (32,350                 | )                     |        |                            | (5,578  | )            
|Cash at beginning of period                          |                                                                               |                                              | 34,317                  |                       |        |                            | 111,451 |              
|                                                     |                                                                               |                                              |                         |                       |        |                            |         |               |         
|Cash at end of period                                |                                                                               | $                                            | 1,967                   |                       |        | $                          | 105,873 |              
|                                                     |                                                                               |                                              |                         |                       |        |                            |         |               |         

The accompanying notes are an integral part of these financial statements.

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TBX RESOURCES, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)

|                                      |  |              |            |            |  |         |         |               |  |        |           |  |  |   |            |   |  |   |           |  
|------------------------------------- |  | ------------ | ---------- | ---------- |  | ------- | ------- | ------------- |  | ------ | --------- |  |  | - | ---------- | - |  | - | --------- | -
|                                      |  | Common Stock |            | Additional |  | Accum-  |         | Total        
|                                      |  |              |            | Paid-In    |  | ulated  |         | Stockholders'
|                                      |  | Shares       |            | Par Value  |  | Capital |         | Deficit       |  | Equity
|                                      |  |              |            |            |  |         |         |               |  |       
|Balance November 30, 2002             |  |              | 26,692,373 |            |  | $       | 266,924 |               |  | $      | 8,474,386 |  |  | $ | (6,668,137 | ) |  | $ | 2,073,173 |  
|Issuance of common stock for cash     |  |              | 3,808,000  |            |  |         | 38,080  |               |  |        | 69,488    |  |  |   |           |   |  |   | 107,568   |  
|Issuance of common stock for
services |  |              | 75,000     |            |  |         | 750     |               |  |        | 5,250     |  |  |   |           |   |  |   | 6,000     |  
|Net loss for period                   |  |              |           |            |  |         |        |               |  |        |          |  |  |   | (225,884   | ) |  |   | (225,884  | )
|                                      |  |              |            |            |  |         |         |               |  |        |           |  |  |   |            |   |  |   |           |  
|Balance February 28, 2003             |  |              | 30,575,373 |            |  | $       | 305,754 |               |  | $      | 8,549,124 |  |  | $ | (6,894,021 | ) |  | $ | 1,960,857 |  
|                                      |  |              |            |            |  |         |         |               |  |        |           |  |  |   |            |   |  |   |           |  

The accompanying notes are an integral part of these financial statements.

TBX RESOURCES, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
FEBRUARY 28, 2003



|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 40 wells and operates another 7 wells located in
East Texas. Of the 40 wells located in East Texas, 3 wells are currently
producing oil and 8 wells have been designated as injection wells. The
remaining 29 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 7 proven wells in Oklahoma. In addition, TBX Resources has the
opportunity to exploit 76,800 acres that is 120 sections of prime increased
density development leases in the Anadarko Basin 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 joint venture development partnerships for the purpose of
developing oil and gas properties for profit.



|2. |  | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
|-- |  | -------------------------------------------

Basis of Presentation The accompanying unaudited financial statements have
been prepared in accordance with generally accepted accounting principles in
the United States for interim financial information and with instructions to
Form 10-QSB of Regulation S-B. They do not include all information and notes
required by generally accepted accounting principles for complete financial
statements. However, the Company believes that the disclosures are adequate to
make the information presented not misleading. The Companys quarterly
financial statements should be read in conjunction with the financial
statements of the Company for the year ended November 30, 2002 (including the
notes thereto) set forth in Form 10-KSB.

In the opinion of Management, all adjustments (which include normal recurring
adjustments except as disclosed herein) necessary to present a fair statement
of financial position as of February 28, 2003, results of operations, cash
flows and stockholders equity for the three months ended February 28, 2003 and
2002 have been made. Operating results for the three months ended February 28,
2003 are not necessarily indicative of the operating results for the full
fiscal year or any future period.

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Net Loss Per Common Share-Stock options are excluded from the calculation of
net loss per common share because they are antidilutive.

Recent Accounting Pronouncement In January 2003, the FASB issued
Interpretation No. 46, Consolidation of Variable Interest Entities, an
Interpretation of Accounting Research Bulletin No. 51. Under the provisions
of Interpretation No. 46, certain variable interest entities, often referred to
as Special Purpose Entities, are required to be consolidated by the primary
beneficiary of the entity if the equity investors in the entity do no have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. Interpretation No. 46 is
effective for all entities created or acquired prior to February 1, 2003. The
provisions of Interpretation No. 46 must be applied for the first interim or
annual period beginning after June 15, 2003. The Company has implemented the
provisions of FASB Interpretation No. 46 and has concluded that the adoption
does not have a material impact on the Companys financial statements.



|3. |  | SIGNIFICANT TRANSACTIONS:
|-- |  | -------------------------



| | a. |  | During the six months ended February 28, 2003, the Company used
the services of consultants who received 75,000 share of common
stock. The Company recorded the transactions as a $6,000 charge to
expense with an offsetting credit to capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | b. |  | The Company completed reworking two East Texas wells in the
current quarter at a cost of approximately $15,000. Monthly gross
production from these wells is projected to be 450 barrels of oil.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | c. |  | During the current quarter, the Company paid back $15,000 of a
$40,000 loan from its president, Mr. Tim Burroughs. In addition, the
Company advanced approximately $39,000 to a company in which Mr.
Burroughs is a shareholder. The funds paid were used for marketing
activities on behalf of the Company. The Company expects to be repaid
by the end of the current fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | d. |  | The Company executed an Employment Agreement effective December
1, 1999 with Mr. Tim Burroughs, President, for three years. Under the
terms of the agreement, Mr. Burroughs received stock options good for
five years from the date of issuance to purchase up to 500,000 shares
of the Companys common stock a year for five years at a price which
shall not be greater than 50% of the average bid price for the shares
during the previous quarter in which the options are exercised. The
options are cumulative which allows Mr. Burroughs to exercise the
options through November 30, 2004 for a total of 2,500,000 shares. As
of November 30, 2002, Mr. Burroughs has the option to purchase
1,500,000 shares of the Companys common stock. The fair value of
the options will be recorded as compensation expense when a
reasonable estimate of such costs are available or the amount Mr.
Burroughs has to pay is known. Based on the formula for calculating
the purchase price, material charges to compensation expense may be
recorded in future years.
|
| | e. |  | On October 3, 2002 the Company entered into a consulting
agreement with Telvest, Inc. Under the terms of the agreement,
Telvest provides advisory services for foreign investments
(Regulation S) for a fee of 3% of all funds raised. The agreement ran
through January 31, 2003. The company raised approximately $108,000
in equity capital under this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | f. |  | In September 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 2,800 acres for oil and gas
development in the Barnett Shale play in the Fort Worth Basin of Wise
County, Texas. The Company is to be reimbursed on a turnkey basis for
organization and offering cost, lease acquisition costs and
administrative expenses. Revenue earned to date is $88,477 offset by
expenses of $49,233. As of February 28, 2003 the Company has deferred
income of approximately $133,000 relate to the venture.                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS AND RESULTS OF OPERATION

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 Well
|Name of Field                    |  | Well Count      |   | Count             
|                                 |  |                 |   |                   
|East Texas Field                 |  |                 | 0 |                    |  |  | 0 | 
|Mitchell Creek & Talco Field (1) |  |                 | 1 |                    |  |  | 1 | 
|Manziel & Quitman Field          |  |                 | 2 |                    |  |  | 2 | 

The following information pertains to our properties as of February 28,
2003:

|                             |  |           |         |           |  |           |   |           |  |            |         |        |  |  |   |                   |  |  |     |  |  |               |  |  |      |  |  | 
|---------------------------- |  | --------- | ------- | --------- |  | --------- | - | --------- |  | ---------- | ------- | ------ |  |  | - | ----------------- |  |  | --- |  |  | ------------- |  |  | ---- |  |  | 
|                             |  |           |         |           |  |           |   |           |  | PROVED     |         | PROVED |  |  |   |                   |  |  |     |  |  | PERCENTAGE OF
|                             |  | PROVED    |         | PROVED    |  | DEVELOPED |   | DEVELOPED |  | CURRENT    |         |        |  |  |   | RESERVES IN FIELD
|                             |  | RESERVES: |         | RESERVES: |  | RESERVES: |   | RESERVES: |  | PRODUCTION |         |        |  |  |   | TO TOTAL RESERVES
|NAME OF                      |  | OIL       |         | GAS       |  | OIL       |   | GAS       |  | OIL:       |         |        |  |  |   | HELD BY THE      
|FIELD                        |  | (bbls)    |         | (mcf)     |  | (bbls)    |   | (mcf)     |  | (bbls) (1) |         |        |  |  |   | COMPANY          
|                             |  |           |         |           |  |           |   |           |  |            |         |        |  |  |   |                  
|East Texas Field             |  |           | 8,332   |           |  |           | 0 |           |  |            | 8,332   |        |  |  | 0 |                   |  |  | 0   |  |  | oil           |  |  | 3.5  | 
|                             |  |           |         |           |  |           |   |           |  |            |         |        |  |  |   |                   |  |  |     |  |  | gas           |  |  | 0    | 
|Mitchell Creek
& Talco Field |  |           | 100,151 |           |  |           | 0 |           |  |            | 100,151 |        |  |  | 0 |                   |  |  |     |  |  | oil           |  |  | 42.5 | 
|                             |  |           |         |           |  |           |   |           |  |            |         |        |  |  |   |                   |  |  | 148 |  |  | gas           |  |  | 0    | 
|Manziel &
Quitman Field      |  |           | 136,952 |           |  |           | 0 |           |  |            | 136,952 |        |  |  | 0 |                   |  |  | 484 |  |  | oil           |  |  | 54.0 | 
|                             |  |           |         |           |  |           |   |           |  |            |         |        |  |  |   |                   |  |  |     |  |  | gas           |  |  | 0    | 



---

|(1) |  | The current production figure specified above is for the production
for the month of February 2003.
|--- |  | ---------------------------------------------------------------------------------------------------

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##### Table of Contents



PRODUCTIVE WELLS AND ACREAGE

|                  |  |             |    |            |  |             |    |                |  |           |   |           |  |  |   |             |  |     |         |  |  |  |          | 
|----------------- |  | ----------- | -- | ---------- |  | ----------- | -- | -------------- |  | --------- | - | --------- |  |  | - | ----------- |  | --- | ------- |  |  |  | -------- | 
|                  |  |             |    |            |  | Net         |    |                |  |           |   |           |  |  |   | Total Gross |  | Net
|                  |  | Total Gross |    | Productive |  | Total Gross |    | Net Productive |  | Developed |   | Developed
|Geographic Area   |  | Oil Wells   |    | Oil Wells  |  | Gas Wells   |    | Gas Wells      |  | Acres     |   | Acres    
|                  |  |             |    |            |  |             |    |                |  |           |   |          
|East Texas Region |  |             | 32 |            |  |             | 32 |                |  |           | 0 |           |  |  | 0 |             |  |     | 1,171.2 |  |  |  | 1,166.34 | 

Notes:

1.     Total Gross Oil Wells were calculated by subtracting 8 wells designated as
Injection Wells and 21 wells either sold or plugged and abandoned from the 69
wells owned and/or operated by TBX Resources, Inc as of November 30, 1999.

2.     Net Productive Oil Wells were calculated by multiplying the working interest
held by TBX Resources, Inc. in each of the 32 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 November 30, 1999 had
existing wells located thereon; thus all acreage leased by TBX Resources, Inc.
may be classified as developed.

|                  |  |             |         |           |  |  |          | 
|----------------- |  | ----------- | ------- | --------- |  |  | -------- | 
|Geographic Area   |  | Gross Acres |         | Net Acres
|                  |  |             |         |          
|East Texas Region |  |             | 1,171.2 |           |  |  | 1,166.34 | 

Note:

1.     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.

2



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##### Table of Contents



ANADARKO BASIN- WESTERN OKLAHOMA

No additional working interests were purchased in the current fiscal year.
Six of the seven wells we currently hold an interest in are producing gas. The
seventh well has not been put on line as of February 28, 2003. 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.

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.

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, 2002 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.

RECENT DEVELOPMENTS

In September of the previous year, we obtained an option to purchase 2,800
acres of oil and gas leases in the Barnett Shale play in the Fort Worth Basin
of Wise County, Texas. In October 2002, we formed the Grasslands I, Limited
Partnership in which we are acting as the General Partner for the purpose of
acquiring the Wise County acreage for development drilling. The Company has a
20% interest in the Partnership and is reimbursed on a turnkey basis for 100%
of the organization and offering costs, lease acquisition costs and
administrative expenses. Our cumulative revenue from the Partnership is $88,477
offset by our expenses of $49,233. On October 3, 2002, we entered into a
consulting agreement with Telvest, Inc. Under the terms of this agreement,
Telvest provides advisory services for foreign investments (Regulation S) for a
fee of 3 % of all funds raised. The agreement ran through January 31, 2003.

RESULTS OF OPERATIONS

The Company incurred an operating loss of $226,124 for the three months
ended February 28, 2003 as compared to an operating loss of $140,511 for the
three months ended February 28, 2002. The decrease in the operating loss of
$85,613, 60.9%, is discussed below.

Revenue Total revenue decreased $73,044, 48.5%, from $150,433 for the three
months ended February 28, 2002 to $77,389 for the three months ended February
28, 2003.

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During the three months ended February 28, 2002, the Company generated
approximately $21,609 in revenue from oil and gas sales as compared to $77,389
for the three months ended February 28, 2003. The $55,780 increase was
primarily due to and adjustment of previous years sales from the Companys East
Texas properties.

During the three months ended February 28, 2002, the Company generated
approximately $128,824 in profits from the sale of a partial interest in two of
its Oklahoma oil and gas properties. There were no sales of Company oil and gas
interests during the same period this year.

Expenses Total expenses increased $12,569, 4.3%, from $290,944 for the three
months ended February 28, 2002 to $303,513 for the three months ended February
28, 2003.

Lease operating and taxes increased $6,764, 46.5%, from $31,513 for the three
months ended February 28, 2002 to $38,277 for the three months ended February
28, 2003. The increase is primarily the result of an increase in work over
expenses for two of our East Texas properties offset by a decrease in lease
operating expenses on our Oklahoma properties as a result of the previous
years sales of working interests.

General and administrative expenses decreased approximately $37,402, 16.7%,
from $223,048 for the three months ended February 28, 2002 to $185,646 for the
three months ended February 28, 2003. The decrease is primarily attributable to
a decrease in various professional and consulting fees of $61,797, offset by an
increase in payroll expense of $5,342 and other general expenses of $19,053.

Depreciation, depletion and amortization increased $43,207 from $36,383 for the
three months ended February 28, 2002 to $77,389 for the three months ended
February 28, 2002. The increase is due to a change in estimate of future lives
of our properties. Future charges to depreciation, depletion, and amortization
may be substantially higher as a result of increased production or changes in
reserve prices and/or quantities.

Other Income- Other income decreased from $257 for the three months ended
February 28, 2002to $240 for the three months ended February 28, 2003. The $17
decrease is attributable a reduction in the Companys money market cash
account.

Provision for Income Taxes The Company has not provided for tax benefits
associated with its losses for the three months ended February 28, 2003 and
February 28, 2002.

Net loss The Companys net loss increased approximately $85,630, 61.0%, from
$140,254 for the three months ended February 28, 2002 to $225,884 for the three
months ended February 28, 2003. The increase in the loss is attributable to a
decrease in revenue totaling $73,044 and a reduction in general and
administrative expenses of $37,402 offset by an increase in lease operating
expenses of $6,764 and an increase in depreciation, depletion and amortization
of $43,207.

LIQUIDITY AND CAPITAL RESOURCES

As of February 28, 2003, we have total assets of $2,390,176 of which net
oil and gas properties amount to $1,897,082 or 79.3% of the total assets. The
Companys accumulated losses through February 28, 2003 totaled $6,894,021. At
February 28, 2003, we have $1,967 in cash and money market accounts. Our ratio
of current assets to current liabilities is 0.4:1; we have no long-term debt.
As of February 28, 2003, our shareholders equity was a positive $2,96,857.

We have funded operations from cash generated from the sale of common
stock, the sale of oil and gas properties and loans from affiliates. The
Companys cash used for operating activities totaled $135,800 and $64,251 for
the three months ended February 28, 2003 and February 28, 2002, respectively.
Cash provided by the disposal of oil and gas properties totaled $92,530 in the
previous year while there were no sales for the same period this year. The
Companys capital investments totaled $10,118 and $149,463 for the three months
ended February 28, 2003 and February 28, 2002,

4



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##### Table of Contents



respectively. Cash provided by the sale of common stock totaled $113,568
during the three months ended February 28, 2003 while cash provided by the sale
of common stock totaled $115,606 for the same period last year.

PLAN OF OPERATION FOR THE FUTURE. We currently expect to generate
sufficient revenues from the sale of our production to pay all costs associated
with our company for at least the following twelve months. We think that this
sufficient revenue will come from two sources: increased prices for oil
production and increased number of wells brought on-line. Specifically, over
the past twelve months, the price paid for oil production in the area in which
our wells are located has increased significantly. This increase in oil price
has made it to where more of our wells are capable of commercial production
such that those wells that have been shut in may be reopened and production
commenced therefrom, thus additionally increasing our revenues. However, our
existing plan is subject to alterations based on opportunities that may present
themselves. These plans may involve increased joint venture activities and
selling additional shares of our common stock.

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.

We do not currently have any material commitments for capital expenditures
of which we are aware. However, if we decide to purchase additional oil and gas
properties, the funds we would need to acquire such properties could be
material. However, we will not acquire properties without obtaining, in
advance, suitable financing to fund the purchase of such properties. In
general, although conditions have improved over the past six months, many
financial institutions are reluctant to loan amounts to oil and gas companies,
primarily based upon the significant oil price fluctuations during the past
twenty-four months. As a general rule, as the price of oil increases, the
ability to obtain financing for projects in the oil and gas industry increases.
However, because of the cycles experienced in the oil and gas industry, there
can be no assurance that we will be able to obtain financing for projects it
wishes to pursue, regardless of the economic viability we envision for the
project, if institutional funds are not available. We currently do not have any
firm commitments by anyone to loan or otherwise make available to us funds
necessary to conduct our operations.

5



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##### Table of Contents






PART II. OTHER INFORMATION




Item 1. LEGAL PROCEEDINGS

None.




Item 2. CHANGES IN SECURITIES

During the three months ended February 28, 2003, the Company sold
3,808,000 shares of its common stock under a consulting agreement with
Televest, Inc. that expired on January 31, 2003. In addition, the Company
issued 75,000 shares of common stock to a consultant for services rendered.




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 Evaluation Date, 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 have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our
internal controls or in other factors that could significantly affect
these controls subsequent to the evaluation date set forth above.




Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS:

None.




Item 5. OTHER INFORMATION

None.

EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

99.1 Certification of Sole Director and Officer Re: Sarbanes-Oxley Act
of 2002

(b) Reports on Form 8-K

None

6



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##### Table of Contents






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: April 14, 2003 |  |                                                 
|                     |  |                                                 
|                     |  | SIGNATURE: /s/ Tim Burroughs                    
|                     |  | TIM BURROUGHS, PRESIDENT/CHIEF FINANCIAL OFFICER




CERTIFICATION

I, Tim Burroughs, Chief Executive and Financial Officer, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of TBX Resources,
Inc., a Texas Corporation;

2.     Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     I am responsible for establishing and maintaining disclosure controls
and procedures (as defined Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have: a) designed such disclosure controls and procedures
to ensure that material information relating to the registrant, including its
consolidated subsidiaries,is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared; b) evaluated the effectiveness of the registrants
disclosure controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the Evaluation Date); and c)
presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;

5.     I have disclosed, based on my most recent evaluation, to the registrants
auditors and the audit committee of registrants board of directors (or
persons performing the equivalent functions): a) all significant
deficiencies in the design or operation of internal controls which could
adversely affect the registrants ability to record, process, summarize
and report financial data and have identified for the registrants auditors
any material weaknesses in internal controls; and b) any fraud, whether or
not material, that involves management or other employees who have a
significant role in the registrants internal controls; and

6.     I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|                                                     | 
|---------------------------------------------------- | 
|Date: April 14, 2003                                
|                                                    
|/s/ Tim Burroughs                                   
|                                                    
|Tim Burroughs, Chief Executive and Financial Officer

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EXHIBIT INDEX

|        |  |                                                                                      
|------- |  | -------------------------------------------------------------------------------------
|EXHIBIT |  |                                                                                      
|NUMBER  |  | DESCRIPTION                                                                          
|        |  |                                                                                      
|99.1    |  | Certification of Chief Executive and Financial Officer Re: Sarbanes-Oxley
Act of 2002