8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) November 30, 2005

TBX RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Texas	0-30746	75-2592165
(State or other jurisdiction of	(Commission File Number)	(I.R.S. employer Identification No.)
incorporation or organization)

3030 LBJ Freeway, Suite 1320
Dallas, Texas 75234
(972) 243-2610

(Address, including zip code of registrant’s principal executive offices
and telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Registrant’s Business and Operations

     Item 1.01 Entry into a Material Definitive Agreement

     On November 30, 2005, TBX Resources Inc. (“TBX”), entered into a material definitive agreement by which TBX purchased a 50% membership interest in the Six Wells Joint Venture, a Texas Joint Venture Partnership, in return for 800,000 shares of its commons stock with the approval of Earthwise Energy, Inc., and Energy Partners International, a Texas Joint Venture (“Energy Partners”), the prior sole members of the Six Wells Joint Venture. The Six Wells Joint Venture was created for the purpose of drilling six wells in the geographic area known as the Barnett Shale in Texas. Energy Partners is contributing $6,000,000 to the Six Wells Joint Venture. Gulftex Operating, Inc., acts as the Joint Venture Manager for the Six Wells Joint Venture and is owned by Tim Burroughs, president of TBX.

Section 3 — Securities and Trading Markets

     Item 3.02 Unregistered Sales of Equity Securities

     On November 30, 2005, entered into a Subscription Agreement whereby TBX Resources sold 800,000 shares of its common stock to the Six Wells Joint Venture. In return, TBX received a 50% membership interest in the Six Wells Joint Venture.

     TBX believes this sale of equity securities is exempt from registration as the purchaser is an accredited investor pursuant to Section 4(6) of the Securities Act of 1934 as amended.

Section 9 — Financial Statements and Exhibits

Item 9.01. Exhibits
10.1	Letter Agreement between Earthwise Energy, Inc, Energy Partners International, a Texas Joint Venture, TBX Resources, Inc., and Gulftex Operating, Inc., dated November 30, 2005.
10.2	Subscription Agreement between TBX Resources, Inc., Gulftex Operating, Inc, as Joint Venture Manager for the Six Wells Joint Venture, dated November 30, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: December 2, 2005		TBX Resources, Inc.
	By:	/s/ Tim Burroughs
		Tim Burroughs, President &
		Chief Financial Officer

2

EX-10.1

Exhibit 10.1

Energy, Inc.

3182 Royal Lane | Dallas, Texas | 75229 | PH: 214-353-0606 | FX: 214-353-0607 | www.earthwise.cbiz

November 30, 2005

Mr. Tim Burroughs, President
TBX Resources, Inc.
Gulftex Operating, Inc.
3030 LBJ Freeway, Suite 1320
Dallas, Texas 75234

RE: Conditional Statement of Project Status

Dear Tim:

          This letter agreement (the “Agreement”) with our signature and your signature of acceptance below will confirm that the parties; Earthwise Energy, Inc. (“EEI”), TBX Resources, Inc. (“TBX”), and Gulftex Operating, Inc. (“Gulftex”) hereof have agreed, to enter into this Agreement and its provisions as set forth below:

1.	Funding. Prior to this Agreement EEI informed TBX and Gulftex of the formation of Energy Partners International (“EPI”) as a Texas Joint Venture General Partnership with EEI serving as its Managing Venturer. EEI and EPI confirm their agreement with Gulftex, as the “Issuer” of a certain Texas Joint Venture General Partnership to be known as “Six Wells JV” or other such name as the organizers thereof may select, to make an investment of $6,000,000 (six million dollars) in said joint venture to be divided between six Barnett Shale wells to be drilled in the geographic area of the Barnett Shale commonly known as the “Core Area” that are expected to be drilled in 2006. Further, EEI and EPI hereby authorize Gulftex, as the Managing Venture of the Six Wells JV, to enter into a binding subscription agreement with TBX to transfer up to 50% of the membership interest in the Six Wells JV to TBX in exchange for the proper amount of shares of the common stock of TBX at a conversion price of 3.75 per share or a total of 800,000 shares. As such, TBX will effectively receive one half interest in the joint venture which has $6,000,000 in capital which it intends to invest in the above described wells in the Barnett Shale.
2.	Disclosure. It is understood by the parties that TBX is a public entity and that this Agreement is a material agreement for the purposes of disclosure and that TBX will be required to file an 8-K or similar filing with the Securities and Exchange Commission disclosing the terms of this Agreement.
3.	Amendment. The parties hereto agree that the transactions herein contemplated and/or agreed may be amended, changed, or modified by mutual written agreement of the parties.

Whereby we have set our hands as of the date first written above.

EARTHWISE ENERGY, INC.		TBX RESOURCES, INC.
/s/ Steven C. Howard		/s/ Tim Burroughs
Steven C. Howard, President		Tim Burroughs, President
Energy Partners International, a Texas Joint Venture		Gulftex Operating. Inc.
By:	/s/ Steven C. Howard, President	/s/ Tim Burroughs
	Earthwise Energy, Inc. Managing Venturer	Tim Burroughs, President

EX-10.2

Exhibit 10.2

Subscription Agreement

TO:   TBX Resources, Inc.
3030 LBJ Fwy, Suite 1320
Lock Box #47
Dallas, Texas 75234

Subscription: SIX WELLS JOINT VENTURE, hereby subscribes for 800,000 shares of common stock of TBX Resources, Inc., in exchange for a 50% membership interest in the Six Wells Joint Venture, a Texas Joint Venture Partnership.

1. Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants as follows:

I. That the undersigned is financially responsible and acknowledges that this investment will be long term, must be held indefinitely and is by its nature speculative;

II. That the undersigned (1) has had substantial experience in the business of investments in one or more of the following: (a) investment experience with securities, such as stocks and bonds; (b) ownership of interests in limited partnerships; (c) experience in business and financial dealings, and that the undersigned can protect his own interest in an investment of this nature and does not have a “Purchaser Representative”, as that term is defined in Regulation D of the Securities Act of 1933, as amended (the “Act”), and does not need such a Representative; or (2) has engaged a Purchaser Representative;

III. That the undersigned is capable of bearing the degree of economic risks and burdens of being a stockholder of the corporation, including, but not limited to, the limitation on resale of its common stock and the resulting lack of liquidity of the investment;

IV. That the undersigned has had access to the information set forth in Paragraph 3 hereof and the undersigned was able to request copies of such information and any other information the undersigned desires concerning the terms and conditions of this transaction and all such questions, if posed, have been answered to the full satisfaction of the undersigned. The undersigned understands that the common stock has not been registered under the Act and applicable state securities laws in reliance on the exemption provided by §4(6) of the Act relating to transactions involving an accredited investor, and corresponding state securities laws regarding non-public offering; and

V. That the common stock for which the undersigned hereby subscribes is not being purchased with a view to or for the resale or distribution thereof and the undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution.

3. Access to and Furnishing Information. The undersigned hereby acknowledges that the Joint Venture and the Joint Venture Manager have been provided with and received access to material information regarding TBX, including the information contained in TBX’s public filings with the Securities Exchange Commission. The undersigned hereby acknowledges that it has carefully has reviewed same.

4. Transferability. The undersigned agrees not to transfer or assign this Agreement, or any of the undersigned’s interest herein and understands that the common stock is not assignable. The corporation will place the following legend similar thereto on certificates representing the common stock:

THE COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR WITH ANY AGENCY UNDER THE SECURITIES ACT OF ANY STATE. THE SALE OR OTHER DISPOSITION OF SUCH COMMON STOCK IS RESTRICTED, AND THE EFFECTIVENESS OF ANY SUCH SALE OR OTHER DISPOSITION MAY BE CONDITIONED UPON RECEIPT BY CORPORATION OF AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION AND ITS COUNSEL TO THE EFFECT THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS. BY ACQUIRING THE COMMON STOCK REPRESENTED BY THIS CERTIFICATE, A STOCKHOLDER AGREES THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF HIS COMMON STOCK WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID STATUTES AND THE RULES AND REGULATIONS THEREUNDER.

5. Revocation. The undersigned agrees that it cannot cancel, terminate or revoke this Subscription Agreement or any agreement of the undersigned made hereunder and will acquire the common stock subscribed for hereby.

6. Notices. All notices or other communication given or made hereunder will be in writing and will be delivered or mailed by registered or certified mail, return receipt requested, postage prepaid, to following addresses:

TBX Resources, Inc.
3030 LBJ Fwy, Suite 1320
Lock Box #47
Dallas, Texas 75234

Six Wells Joint Venture
c/o Gulftex Operating, Inc., Joint Venture Manager
3030 LBJ Fwy, Suite 1320
Dallas, Texas, 75234

7. Governing Law. The offer and other transactions contemplated under this Agreement will be construed in accordance with and governed by the laws of the State of Texas.

8. Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all parties.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year set forth below.

Dated: November 30, 2005

Six Wells Joint Venture, a Texas Joint Venture

BY:	/s/ Tim Burroughs, President
	Gulftex Operating, Inc., Joint Venture Manager

ACCEPTED BY:

/s/ Tim Burroughs

Tim Burroughs, President

TBX Resources Inc.

3030 LBJ Fwy, Suite 1320

Dallas, Texas 75234