10QSB

UNITED STATES
SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDING MAY 31, 2005

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________ to _________.

Commission File Number 0-30746

TBX RESOURCES, INC.

(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.)

3030 LBJ Freeway, Suite 1320
Dallas, TX 75234
(Address of principal executive offices)

Issuer’s telephone number (972) 243-2610

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 33,272,537 on July 14, 2005

Transitional Small Business Disclosure Format (check one) Yes o No þ

TBX Resources, Inc.

Index

	Page #
PART I – Financial Information
Item 1. Financial Statements
Report of Independent Registered Public Accounting Firm		F-1
Balance Sheet		F-2
Statements of Operations		F-3
Statements of Cash Flows		F-4
Statement of Changes In Stockholders’ Equity		F-5
Notes to Financial Statements		F-6
Item 2.Management’s Discussion and Analysis of Plan of Operations		1
Item 3. Controls and Procedures		5
PART II – Other Information		6
SIGNATURES		7
Certifications of CEO & CFO Pursuant to Section 302
Certifications of CEO & CFO Pursuant to Section 906

i

PART I- FINANCIAL INFORMATION

item 1. Financial Statements

The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended November 30, 2004 (including the notes thereto) set forth in Form 10-KSB.

     Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders TBX Resources, Inc.

I have reviewed the accompanying balance sheet of TBX Resources, Inc. as of May 31, 2005, and the statements of operations, stockholders’ equity and cash flows for the six months ended May 31, 2005 and 2004. These interim financial statements are the responsibility of the Company’s management.

I conducted my review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an opinion.

Based on my review, I am not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

James G. Somma, CPA
Euless, Texas
July 12, 2005

F-1

TBX RESOURCES, INC.

BALANCE SHEET

MAY 31, 2005

(Unaudited)

ASSETS
Current Assets
Cash and equivalents	$	1,367
Trade accounts receivable		14,387
Due from affiliate		62,524
Prepaid consulting fees		100,000
Total current assets		178,278
Equipment and Property
Office furniture, fixtures and equipment		107,164
Oil and gas properties, using successful efforts accounting
Proved properties and related equipment		1,858,388
		1,965,552
Less accumulated depreciation, depletion and amortization		1,587,390
Total equipment and property		378,162
Prepaid Consulting and Other		80,777
Total Assets	$	637,217
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Trade accounts payable	$	68,637
Loans from affiliates		244,711
Taxes payable		7,583
Accrued expenses		11,289
Total current liabilities		332,220
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; 33,272,537 shares outstanding at May 31, 2005		332,725
Additional paid-in capital		8,658,897
Accumulated deficit		(8,686,625	)
Total stockholders’ equity		304,997
Total Liabilities and Stockholders’ Equity	$	637,217

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

F-2

TBX RESOURCES, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	For The Three Months Ended						For The Six Months Ended
	May 31, 2005			May 31, 2004			May 31, 2005			May 31, 2004
Revenues:
Oil and gas sales	$	22,403		$	35,631		$	47,266		$	66,783
Joint venture income		201,996			202,010			450,836			226,503
Total revenues		224,399			237,641			498,102			293,286
Expenses:
Lease operating and taxes		19,610			28,338			62,317			53,702
Joint venture expenses		56,663			194,148			158,427			218,652
General and administrative		97,750			(11,164	)		160,288			151,414
Depreciation, depletion and amortization		23,467			83,175			52,292			124,248
Total expenses		197,490			294,497			433,324			548,016
Operating Income (Loss)		26,909			(56,856	)		64,778			(254,730	)
Other Income (Expense):
Interest and other		(1,777	)		(3,716	)		(3,598	)		(7,472	)
Net Income (Loss) Before Provision for Income Taxes		25,132			(60,572	)		61,180			(262,202	)
Provision for income taxes		—			—			—			—
Net Income (Loss) Before Provision for Income Taxes	$	25,132		$	(60,572	)	$	61,180		$	(262,202	)
Net Income (Loss) Per Common Share, Basic and Diluted	$	0.00		$	(0.00	)	$	0.00		$	(0.01	)
Weighted average common shares used in calculations:
Basic and diluted		33,272,537			30,772,537			33,272,537			30,772,537

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

F-3

TBX RESOURCES, INC.

STATEMENTS OF CASH FLOWS
(Unaudited)

	For The Six Months Ended
	May 31, 2005			May 31, 2004
Cash Flows From Operating Activities:
Net Income (Loss)	$	61,180		$	(262,202	)
Adjustments to reconcile net loss to net cash flow from operating activities:
Depreciation, depletion and amortization		52,292			124,248
Non-cash consulting services and other		50,383			46,544
Changes in operating assets and liabilities:
Decrease (increase) in:
Trade receivables		3,192			(12,804	)
Affiliate receivables		(62,524	)		—
Increase (decrease) in:
Accounts payable		(97,968	)		95,833
Taxes payable		—			164
Accrued expenses		(8,416	)		16,933
Deferred income		—			144,693
Net cash provided by (used) for operating activities		(1,861	)		153,409
Cash Flows From Investing Activities:
Cash used in the acquisition and development of properties		—			(175,920	)
		—			(175,920	)
Cash Flows From Financing Activities:
Loans from affiliates		(5,615	)		16,997
		(5,615	)		16,997
Net Increase (Decrease) In Cash		(7,476	)		(5,514	)
Cash at beginning of period		8,843			7,438
Cash at end of period	$	1,367		$	1,924

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

F-4

TBX RESOURCES, INC.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

					Additional		Accum-			Total
	Common Stock				Paid-In		ulated			Stockholders’
	Shares		Par Value		Capital		Deficit			Equity
Balance November 30, 2004		33,272,537		332,725		8,658,897		(8,747,805	)		243,817
Net income for period		—		—		—		61,180			61,180
Balance May 31, 2005		33,272,537	$	332,725	$	8,658,897	$	(8,686,625	)	$	304,997

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

F-5

TBX RESOURCES, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS
MAY 31, 2005

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 23 wells and operates another 7 wells located in East Texas. Of the 23 wells located in East Texas, 5 wells are currently producing oil and 2 wells have been designated as injection wells. The remaining 16 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 6 proven wells 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 and/or managed joint venture development partnerships for the purpose of developing oil and gas properties for profit.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Recent Accounting Pronouncement – In November 2004, the FASB issued SFAS No. 151, “Inventory Costs—an amendment of ARB No. 43, Chapter 4.” (“SFAS 151”). SFAS 151 amends ARB 43, Chapter 4 to clarify that “abnormal” amounts of idle freight, handling costs and spoilage should be recognized as current period charges. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We do not anticipate that the adoption of this standard will not have a material impact on our financial statements, as we do not have any inventory costs.

In December 2004 the FASB issued a revised Statement 123 (SFAS 123R), “Accounting for Stock-Based Compensation” requiring public entities to measure the cost of employee services received in exchange for an award of equity instruments based on grant date fair value. The cost will be recognized over the period during which an employee is required to provide service in exchange for the award — usually the vesting period. The effective date for this statement is as of the first interim period that begins after June 15, 2005. We do not anticipate that the adoption of this standard will have a material impact on our financial statements, as we currently do not have stock based compensation.

In December 2004, the FASB issued SFAS No. 152 “Accounting for Real Estate Time-Sharing Transactions—an amendment of FASB statements No. 66 and 67” (“SFAS 152”). SFAS 152 amends SFAS 66 and 67 to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions. SFAS 152 is effective for financial statement for fiscal years beginning after June 15, 2005. We do not anticipate that the adoption of this standard will have a material impact on our financial statements, as we do not have any real estate time sharing transactions.

In December 2004, FASB issued Statement No. 153, “Exchange of Nonmonetary Assets”. This statement addresses the measurement of exchanges of nonmonetary assets and eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets and replaces it with an exception for exchanges that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This Statement is effective for periods beginning after June 15, 2005. The Company does not expect the application of Statement No.153 to have a material impact on out financial statements, as we do not have any exchanges of nonmonetary assets.

3. SIGNIFICANT TRANSACTIONS:

a. The Company has a management contract with a company in which Mr. Burroughs is the sole shareholder. Under the agreement, the Company performs administrative and drilling supervision services on a well-by-

F-6

	well basis for an agreed upon fee. During the six months ended May 31, 2005, the Company generated $450,836 in revenues from joint venture management fees and incurred expenses of $158,427. For the six months ended May 31, 2004, the Company generated 226,530 in revenues from joint venture management fees and incurred expenses of $218,652.
b.	The Company has an operating loan from its president, Mr. Tim Burroughs. The loan balance as of May 31, 2005 is $128,516 (included in loans from affiliates) and is payable on demand at an interest rate of 6% per annum. Interest accrued on the loan for the first six months is $3,732. The loan balance as of May 31, 2004 is $157,952 with accrued interest of $7,706. The loan is secured by the Company’s oil and gas properties. The Company expects to pay back this loan from operating revenue by the end of this fiscal year.
c.	In October 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 leases for oil and gas development in the Barnett Shale play in the Fort Worth Basin of Texas. As of May 31, 2005 the Partnership is due approximately $114,296 in advances that the Company used to fund operations and is included in loans from affiliates. As of May 31, 2004 the partnership is due approximately $194,615. The Company is required to repay the advance by the end of this fiscal year.

F-7

     Item 2. Management’s Discussion and Analysis and Results of Operation

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.

RECENT DEVELOPMENTS

     The Company has a management contract with a company in which Mr. Burroughs is the sole shareholder. Under the agreement, the Company performs administrative and drilling supervision services on a well-by-well basis for an agreed upon fee. During the six months ended May 31, 2005, the Company generated $450,836 in revenues from joint venture management fees and incurred expenses of $158,427. As manager of these programs, we should receive sufficient fees to earn a profit on our work. We expect that fees from this activity will be our primary source of funds in the near future. Also, the Company reworked three East Texas wells. We estimate that these wells may generate net income of approximately $10,000 per month; however, there can be no assurance that such level of production will continue now or in the future, as the well is a new well and current data may prove to be unreliable.

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 (1)		4		4

     The following information pertains to our properties as of May 31, 2005:

1

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

0

0

0

0

0

oil

0

gas

0

Mitchell Creek & Talco Field

494

0

494

0

0

oil

2.0

gas

0

Manziel & Quitman Field

23,185

0

23,185

0

291

oil

98.0

gas

0

(1) The current production figure specified above is for the production for the month of May 2005.

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

21

21

0

0

843.2

838.34

Notes:

1. Total Gross Oil Wells were calculated by subtracting 2 wells designated as Injection Wells from the 23 wells owned and/or operated by TBX Resources, Inc as of May 31, 2005.

2. Net Productive Oil Wells were calculated by multiplying the working interest held by TBX Resources, Inc. in each of the 21 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 May 31, 2005 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		843.2		838.34

Note:

1. Acreage that has existing wells and may be classified as developed may also have additional development potential

2

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 development potential.

ANADARKO BASIN- WESTERN OKLAHOMA

     No additional working interests were purchased in the current fiscal year. Four of the six wells we currently hold an interest in are producing gas. 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. The Company also has a 3% interest in 640 acres in Beckham County, Oklahoma.

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, 2004 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.

RESULTS OF OPERATIONS

     The Company generated an operating profit of $64,778 for the six months ended May 31, 2005 as compared to an operating loss of. $254,730 for the six months ended May 31, 2004. The change in the operating loss to a profit amounted to $319,508, 125.4%, is discussed below.

Revenues – Revenues generated from oil and gas sales and the joint venture management fees increased $204,816, 69.8%, from $293,286 for the six months ended May 31, 2004 to $498,102 for the six months ended May 31, 2005.

Revenues generated from joint venture management fees increased $224,333, 99% from $226,503 for the six months ended May 31, 2004 to $450,836 for the six months ended May 31, 2005. The work is generated from a company in which our president. Mr. Burroughs is the sole shareholder. The Company’s joint venture activities accelerated in the fourth quarter of the previous fiscal year and continued into the current fiscal year.

During the six months ended May 31, 2004, the Company generated approximately $66,783 in revenue from oil and gas sales as compared to $47,266 for the six months ended May 31, 2005. The $19,517, 29.2%, decrease is primarily due to lower production for repairs on the Hendrick lease. The Company completed re-working two East Texas wells in the fourth quarter of the previous fiscal year. The Company anticipates that monthly production from these wells will approximate 400 barrels of oil. The majority of the Texas wells remain shut-in awaiting re-work or the designation as injection wells. Revenue from the Company’s Oklahoma properties is minimal as a result of previous sales of the Company’s interest in the properties and production declines.

Expenses – Total expenses decreased $114,692, 20.9%, from $548,016 for the six months ended May 31, 2004 to $433,324 for the six months ended May 31, 2005.

3

Lease operating and taxes increased $8,615, 16%, from $53,702 for the six months ended May 31, 2004 to $62,317 for the six months ended May 31, 2005. The increase is primarily the result of recurring expenses for the Texas oil wells.

Joint venture expenses decreased $60,225, 27.5%, from $218,652 for the six months ended May 31, 2004 to $158,427 for the six months ended May 31, 2005. The work is generated from a company in which our president. Mr. Burroughs is the sole shareholder. The Company’s joint venture activities accelerated in the fourth quarter of the previous fiscal year and continued into the current fiscal year.

General and administrative expenses increased approximately $8,874, 5.9%, from $151,414 for the six months ended May 31, 2004 to $160,288 for the six months ended May 31, 2005. The increase is primarily due to the decreased allocation ($4,852) of general and administrative expenses to joint venture expenses and higher consulting and professional fees offset by lower general expenses.

Depreciation, depletion and amortization decreased $71,956, 57.9%, from $124,248 for the six months ended May 31, 2004 to $52,292 for the six months ended May 31, 2005. The decrease is due to the decrease in Company owned oil and gas properties and a change in the estimate of future lives of our properties.

Other Income (Expense) - Other expense decreased from $7,472 for the six months ended May 31, 2004 to $3,598 for the six months ended May 31, 2005. The $3,874 decrease is primarily attributable to interest charged on the Company’s operating loan from our president, Mr. Tim Burroughs.

Provision for Income Taxes –There are no recorded tax benefits for the six months ended May 31, 2005 and for the same period last fiscal year.

Net Income (loss) – The Company’s net loss decreased approximately $323,382, 123.3%, from $262,202 for the six months ended May 31, 2004 to a profit of $61,180 for the six months ended May 31, 2005. The current period profit is primarily attributable to increased joint venture revenue and lower joint venture expenses, depreciation and interest offset by higher lease operating and general expenses.

LIQUIDITY AND CAPITAL RESOURCES

     As of May 31, 2005, we have total assets of $637,217 of which net oil and gas properties amount to $362,615 or 60.1% of the total assets. The Company’s accumulated losses through May 31, 2005 totaled $8,686,625. At May 31, 2005, we have $1,637 in cash. Our ratio of current assets to current liabilities is 0.5:1; we have no long-term debt. As of May 31, 2005, our shareholders equity was a positive $284,751.

     We have funded operations from cash generated from the sale of common stock, the sale of oil and gas properties, joint venture management fees and loans from affiliates. The Company’s cash used by operating activities totaled $1,861 for the six months ended May 31, 2005 while cash provided for operating activities totaled $153,409 during the six months ended May 31, 2004. The Company’s capital investments totaled $0 and $175,920 for the six months ended May 31, 2005 and May 31, 2004, respectively. Cash provided by loans and advances from affiliates totaled ($5,615) and $16,997 for the six months ended May 31, 2005 and May 31, 2004, respectively.

     PLAN OF OPERATION FOR THE FUTURE.

     We want to manage more joint venture limited partnerships. As manager of these programs, we should receive sufficient fees to earn a profit on our work. We expect that fees from this activity will be our primary source of funds in the near future. Also, the Company reworked six East Texas wells. We estimate that these wells may generate net income of approximately $10,000 per month; however, there can be no assurance that such level of production will continue now or in the future, as the well is a new well and current data may prove to be unreliable. In addition, we plan to re-work

4

additional East Texas wells in the coming year which may increase revenue by approximately $100,000 to $150,000 a year. However, there can be no assurance that our planned and projected level of production will materialize in the future.

     We expect that the principal source of funds in the near future will be from joint venture management fees and oil and gas revenues and developing our oil and gas properties and/or the acquisition of new properties. We are also actively pursuing raising capital through private placement offerings and joint venture drilling programs. Based on the aforementioned plans management expects to reduce its losses and generate positive cash flows from operations. However, there can be no assurance that such plans will materialize. In addition, actual results may vary from management’s plans and the amount may be material.

     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.

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 May 31, 2005, 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 has been no change in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

5

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

     None.

Item 2. CHANGES IN SECURITIES

     None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

     None.

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

     None.

Item 5. OTHER INFORMATION

     None.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

     No reports on Form 8-K were filed during the period covered by this Form 10-QSB.

EXHIBITS:

     31.1 Certification of Chief Executive Officer/Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

     32.1 Certification of Chief Executive Officer/Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

6

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: July 15, 2005

SIGNATURE: /s/ Tim Burroughs
TIM BURROUGHS, PRESIDENT/CHIEF FINANCIAL OFFICER

7

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tim Burroughs, certify that:

1.	I have reviewed this quarterly report on Form 10-QSB of TBX Resources, Inc.;
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.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and we have:

a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidating subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report was prepared;
b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of the end of the period covered by 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 the required evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

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. The registrant’s other certifying officers and 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.

Dated this 15^th day of July 2005

/s/ Tim Burroughs

Tim Burroughs, President

Principal Executive and Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of TBX Resources, Inc. (the “Company”) on Form 10-QSB for the period ended February 28, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tim Burroughs, President, Chief Executive Officer and Principal Executive and Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

     (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Dated this 15 ^th day of July 2005.

By: /s/ Tim Burroughs, President

Principal Executive and Financial Officer