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) July 17, 2008

TBX RESOURCES, INC.

(Exact name of registrant as specified in its charter)

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

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))

TBX Resources, Inc.
January, 18, 2008
Page 1

Section 5 — Corporate Governance and Management

     Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

     On July 17 and July 18, 2008 respectively we received the resignations of Jeffery C Reynolds and Samuel Warren from our Board Of Directors effective immediately. A copy of Mr. Reynolds and Mr. Warren’s resignation letters are attached to this Report as Exhibits 17.1 and 17.2 The two resignations have left us without any active board members. We anticipate filling the vacancies as soon as practical.

Section 9 — Financial Statements and Exhibits

Item 9.01. Exhibits

     17.1      Letter of Resignation as a Director by Jeffery C. Reynolds dated July 16, 2008

     17.2      Letter of Resignation as a Director by Samuel Warren dated July 17, 2008

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: July 23, 2008	TBX Resources, Inc.
	By:	/s/ Tim Burroughs
		Tim P. Burroughs,
		President & Chief Financial Officer

2

EX-17.1

Exhibit 17.1

FROM THE DESK OF

Jeffrey C. Reynolds

July 16, 2008

Mr. Timothy P. Burroughs
Chairman / President / CEO / CFO
TBX Resources, Inc.
3030 LBJ Freeway, Suite 1320
Dallas, Texas 75234

Dear Mr. Burroughs:

On numerous occasions since I was elected to the Board of Directors of TBX Resources, Inc. (“TBX”) in August of 2005, I have expressed my concerns, both to you, personally, and to the rest of the Board, about what I believe to be a disturbing lack of corporate governance inside TBX. As the record attests, I am an independent director and at all times during my tenure as a director, I have never owned any shares of TBX stock. I have repeatedly pointed out that certain acts by TBX management, as well as other instances of failures by TBX to act, evidence what I perceive to be a recurring pattern of predictable, gross mismanagement of corporate opportunities. In many case, those issues have given rise to clear perceptions of self-dealing and malfeasance.

Specifically, in the long string of press releases issued by TBX at your sole initiative over the past three years, you have (1) rarely sought approval from the Board prior to releasing any of such announcements and (2) you have never accomplished any of the promised transactions set forth in those press releases, the beneficial results of which were purported by you to be imminent. Your recent resignation from the Board of Directors was accepted by the Board as a first step to counter these actions and to implement new control mechanisms.

Many issues were only revealed to me as a result of my own personal due diligence during the first eight months of my tenure as a TBX Board member. Since then I have been compelled to rely on the opinions of TBX legal counsel to assuage both my perception of misdeeds and my sense of a need to take further action regarding my perceptions. However, I must emphasize that many of the concerns I have expressed to you and the Board have been raised repeatedly in the notes accompanying the auditors’ review of TBX’s financial statements, in both the 2005 and 2006 audits. To date, I do not believe that you have taken any steps that would reasonably mitigate or allay those concerns or correct those deficiencies.

Recently, the Board approved the sale of virtually all the assets of TBX to Gulftex Operating, Inc. in exchange for the cancellation of all debt claimed to be owed to Gulftex Operating by TBX and to further assume all plugging liabilities of the properties owned by TBX in East Texas. The Board advised management of TBX to obtain the opinion of counsel as to whether or not there was a need to file any notification to the Securities Exchange Commission or obtain shareholder approval. The Board was informed that management had determined that neither was necessary. However, this leaves TBX with no little or no revenue to continue operations. The company is illiquid and management has not presented an ongoing business plan. I must believe the above are significant events and are urgent interest to the shareholders.

Therefore, I am hereby tendering my formal resignation as a member of the Board of Directors of TBX Resources, Inc. effective immediately.

Sincerely,

/s/ Jeffrey C. Reynolds  

Jeffrey C. Reynolds 

EX-17.2

Exhibit 17.2

FROM THE DESK OF

SAMUEL L. WARREN

July 17, 2008

Mr. Timothy P. Burroughs
President/CEO/CFO
TBX Resources, Inc.
3030 LBJ Freeway, Suite 1320
Dallas, Texas 75234

Dear Mr. Burroughs:

I was elected to the Board of Directors of TBX Resources, Inc. in August of 2005. Since that time my fellow Board members and I have had many meetings and conversations with you about our concerns with the manner in which you conduct the corporate business affairs of TBX Resources, Inc.

On numerous occasions, there has been a lack of prior Board approval before action was taken by management, a lack of proper notification from management to the Board members in a timely manner, and a lack of complete, accurate, pertinent information from management to the Board members in a timely manner.

I am therefore, hereby submitting my formal resignation from the Board of Directors of TBX Resources, Inc. This resignation is effective immediately.

Sincerely,

/s/ Samuel L. Warren  

Samuel L. Warren