SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-30746

TBX RESOURCES, INC.

(Name of Small Business Issuer in its charter)

Texas		75-2592165
(State of incorporation)		(IRS Employer Identification No.)
3030 LBJ Freeway, Suite 1320 Dallas, Texas 75234		75234
(Address of Principal Executive Office)		Zip Code

Registrant’s telephone number, including Area Code: (972) 243-2610

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o No þ

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o      No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): o Yes þ No

 

 

The Issuer’s revenues for the most recent fiscal year were $286,605.

On November 10, 2009, the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $60,284. This amount was calculated by reducing the total number of shares of the registrant’s common stock outstanding by the total number of shares of common stock held by officers and directors, and stockholders owning in excess of 5% of the registrant’s common stock, and multiplying the remainder by the average of the bid and asked price for the registrant’s common stock on November 10, 2009, as reported on the Over-The-Counter Pink Sheet Market.

As of November 10, 2009, the Company had 4,027,442 issued and outstanding shares of common stock.

Documents Incorporated by Reference: None

PART I

ITEM 1. BUSINESS

TBX Resources, Inc. was incorporated in the state of Texas in March 1995. Currently, our primary focus is to secure additional capital through business alliances with third parties or other debt/equity financing arrangements to acquire producing oil and gas leases and wells. We have explored and will continue to explore all avenues possible to raise the funds required. However, there is no assurance that we will be able to raise sufficient funds to execute our plans or that if successful in securing the funds our actual financial results will improve.

As of November 30, 2008, we had total assets of $273,972 of which net oil and gas properties amounted to $57,619 or 21.0% of the total. As of November 30, 2007, we had total assets of $319,633 of which net oil and gas properties amounted to $223,638 or 70.0% of the total. Our revenues for the current fiscal year totaled $286,606 while the revenues for the previous fiscal year totaled $300,272. Our accumulated losses as of November 30, 2008 and 2007 totaled $11,053,298 and $11,739,484, respectively. At November 30, 2008, we had $2,506 in cash as compared to $23,821 for November 30, 2007. As of November 30, 2008 the ratio of current assets to current liabilities was         .77:1 as compared to .09:1 for November 30, 2007. We have no long-term debt other than the asset retirement obligations. Our asset retirement obligations as of November 30, 2008 and 2007 were $20,981and $153,370, respectively. As of November 30, 2008 and 2007, our shareholders’ deficit was $83,584 and $872,020, respectively.

Our company has experienced operating losses over the past several years. We do not have sufficient working capital or revenues to sustain our operations. If no additional funds are received, we will be forced to rely on existing oil and gas revenue and upon additional funds which may or may not be loaned by an affiliate, Gulftex Operating, Inc., a company in which our president, Tim Burroughs, is a 50% stockholder, to preserve the viability of the corporate entity. During the fiscal years ended November 2008 and 2007, Gulftex loaned our company $173,786 and $507,000, respectively. No formal commitments or arrangements currently exist with the affiliate to advance or loan funds to the Company. In the event we are unable to acquire sufficient funds, the Company’s ongoing operations will be negatively impacted and we may not be able to continue as a going concern and we may have to curtail or terminate our operations and liquidate our business.

Our mission is to be a publicly traded, independent oil and gas production company which can take full advantage of opportunities resulting from the major oil companies’ lack of interest in domestic oil and gas properties. In particular, most major oil companies are currently more interested in devoting their exploration dollars toward the development of oil and gas fields that are either offshore and/or not located in the United States, primarily because of the assumption by the major oil companies that domestic oil and gas properties have been significantly depleted. In addition, due to the extent of the development of domestic oil and gas properties, it is more likely that a significant new discovery in the oil and gas industry would likely be conducted in those areas that have not been so heavily developed, generally being properties that are not contained within the United States. Because major oil companies are more interested in developing their offshore and overseas holdings, they often ignore on-shore opportunities and sell their domestic properties at prices that are attractive to independent oil companies who have significantly lower administrative and operating costs. Due to our lower infrastructure costs, we believe that our costs of owning and operating domestic oil and gas properties are lower which allows us to acquire and operate properties that could be profitable for us but would not be profitable for most major oil companies.

MERGER AND JOINT VENTURE AGREEMENTS

Merger Agreement

On September 8, 2006, TBX Resources, Inc., entered into a merger agreement (the “Agreement”) with Earthwise Energy, Inc., a Nevada corporation, and TBX Acquisition, Inc., a Texas corporation and a wholly owned subsidiary of TBX. Earthwise purportedly is an oil and gas company, located in Dallas, Texas, which represented it had certain oil and gas lease assets and managed several oil and gas joint venture partnerships. The original agreement was subject to an automatic expiration if the business combination did not occur effective December 31, 2007. When the parties did not reach agreement by the expiration date the parties decided to continue to attempt to complete the business combination on an informal basis. The informal attempts were unsuccessful and we have terminated all negotiations with Earthwise and are no longer anticipating any business combination with them. There is no penalty or other assessment due to either party as a result of the termination of negotiations.

WELLS HELD BY THE COMPANY

As further described in the description of properties section, during the fiscal year ended 2008 we owned all or a portion of 22 wells located in Hopkins, Franklin, and Wood Counties, Texas (East Texas). Of the 22 wells located in East Texas, 9 wells were producing oil, 5 wells were designated as water supply wells and the remaining 8 wells were either shut-in, scheduled to be brought back into production or were designated as injection wells. Injection wells are wells into which salt water is injected to either assist in causing oil or gas to flow to a particular well that is designated as a production well or to simply dispose of salt water that is often produced along with oil Effective April 1, 2008, we sold our East Texas properties to Gulftex Operating, Inc. (a company in which Mr. Burroughs, our president, is a 50% shareholder) in exchange for Gulftex agreeing to pay our outstanding payables and in repayment for the advances already owed to Gulftex. The total of the payables and advances at the time of the exchange was $1,052,547. As additional consideration, Gulftex assumed our East Texas asset retirement obligations totaling $145,923.

We also have an interest in two producing oil wells in Wise County, Texas. In addition, we have a minor overriding interest in one producing gas well in Parker County, Texas and five producing gas wells in Denton County, Texas. Also, we have a minor interest in three wells in Ellis County, Oklahoma. All three of the wells are in production for oil and natural gas.

DEVELOPMENT AND OPERATING ACTIVITIES

Economic factors prevailing in the oil and gas industry change from time to time. The uncertain nature and trend of economic conditions and energy policy in the oil and gas business generally make flexibility of operating policies important in achieving desired profitability. We intend to evaluate continuously all conditions affecting our potential activities and to react to those conditions, as we deem appropriate from time to time by engaging in businesses most profitable for us.

In addition, in order to finance future development and operating activities, we will sponsor or manage public or private partnerships depending upon the number, size and economic feasibility of our generated prospects, the level of participation of industry partners and various other factors. However, potential investors should note that we currently do not have in place any definite financing opportunities and there can be no assurance that we will be able to enter into such financing arrangements or that if we are able to enter into such arrangements, we will be able to achieve any profitability as a result of our operations.

General Regulations

Both state and federal authorities regulate the extraction, production, transportation, and sale of oil, gas, and minerals. The executive and legislative branches of government at both the state and federal levels have periodically proposed and considered proposals for establishment of controls on alternative fuels, energy conservation, environmental protection, taxation of crude oil imports, limitation of crude oil imports, as well as various other related programs. If any proposals relating to the above subjects were to be enacted, we cannot predict what effect, if any, implementation of such proposals

would have upon our operations. A listing of the more significant current state and federal statutory authority for regulation of our current operations and business are provided below.

Federal Regulatory Controls

Historically, the transportation and sale of natural gas in interstate commerce have been regulated by the Natural Gas Act of 1938 (the (“NGA”), the Natural Gas Policy Act of 1978 (the “NGPA”) and associated regulations by the Federal Energy Regulatory Commission (“FERC”). The Natural Gas Wellhead Decontrol Act (the “Decontrol Act”) removed, as of January 1, 1993, all remaining federal price controls from natural gas sold in “first sales.” The FERC’s jurisdiction over natural gas transportation was unaffected by the Decontrol Act.

In 1992, the FERC issued regulations requiring interstate pipelines to provide transportation, separate or “unbundled,” from the pipelines’ sales of gas (Order 636). This regulation fostered increased competition within all phases of the natural gas industry. In December 1992, the FERC issued Order 547, governing the issuance of blanket market sales certificates to all natural gas sellers other than interstate pipelines, and applying to non-first sales that remain subject to the FERC’s NGA jurisdiction. These orders have fostered a competitive market for natural gas by giving natural gas purchasers access to multiple supply sources at market-driven prices. Order No. 547 increased competition in markets in which we sell our natural gas.

The natural gas industry historically has been very heavily regulated; therefore, there is no assurance that the less stringent regulatory approach pursued by the FERC and Congress will continue.

Currently pending in the United States Congress is a comprehensive energy bill which among other things calls for the reduction or elimination of certain tax incentives currently in place for domestic oil companies including the tax deductions permitted for intangible costs and depletion allowances. In the event such legislation became law the loss of these tax benefits would likely have a negative material effect on the finances of the company.

State Regulatory Controls

In each state where we conduct or contemplate oil and gas activities, these activities are subject to various regulations. The regulations relate to the extraction, production, transportation and sale of oil and natural gas, the issuance of drilling permits, the methods of developing new production, the spacing and operation of wells, the conservation of oil and natural gas reservoirs and other similar aspects of oil and gas operations. In particular, the State of Texas (where we have conducted the majority of our oil and gas operations to date) regulates the rate of daily production allowable from both oil and gas wells on a market demand or conservation basis. At the present time, no significant portion of our production has been curtailed due to reduced allowables. We know of no proposed regulation that will significantly impede our operations.

Environmental Regulations

Our extraction, production and drilling operations are subject to environmental protection regulations established by federal, state, and local agencies. To the best of our knowledge, we believe that we are in compliance with the applicable environmental regulations established by the agencies with jurisdiction over our operations. We are acutely aware that the applicable environmental regulations currently in effect could have a material detrimental effect upon our earnings, capital expenditures, or prospects for profitability. Our competitors are subject to the same regulations and therefore, the existence of such regulations does not appear to have any material effect upon our position with respect to our competitors. The Texas Legislature has mandated a regulatory program for the management of hazardous wastes generated during crude oil and natural gas exploration and production, gas processing, oil and gas waste reclamation and transportation operations. The disposal of these wastes, as governed by the Railroad Commission of Texas, is becoming an increasing burden on the industry.

Revenues from oil and gas production are subject to taxation by the state in which the production occurred. In Texas, the state receives a severance tax of 4.6% for oil production and 7.5% for gas production. These high percentage state taxes can have a significant impact upon the economic viability of marginal wells that we may produce and require plugging of wells sooner than would be necessary in a less arduous taxing environment.

ITEM 1A. BUSINESS RISKS

Our ability to continue as a going concern is dependent upon our ability to attract additional capital.

We are in need of additional capital in the form of new equity or debt in an amount which will allow us to maintain our operations and acquire additional producing oil and gas properties. Should we raise additional capital through a public or private offering our current stockholders could be substantially diluted. If we are unable to find sufficient capital to sustain our operations then we will have no choice but to cease operations.

Our future success depends upon our ability to find, develop and acquire additional oil and gas reserves that are economically recoverable.

The rate of production from oil and natural gas properties declines as reserves are depleted. As a result, we must locate and develop or acquire new oil and gas reserves to replace those being depleted by production. We must do this even during periods of low oil and gas prices when it is difficult to raise the capital necessary to finance activities. Without successful exploration or acquisition activities, our reserves and revenues will decline. We may not be able to find and develop or acquire additional reserves at an acceptable cost or have necessary financing for these activities.

Oil and gas drilling is a high-risk activity.

Our future success will depend on the success of our drilling programs. In addition to the numerous operating risks described in more detail below, these activities involve the risk that no commercially productive oil or gas reservoirs will be discovered. In addition, we are often uncertain as to the future cost or timing of drilling, completing and producing wells. Furthermore, our drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including, but not limited to, the following:

	•		unexpected drilling conditions;
	•		pressure or irregularities in formations;
	•		equipment failures or accidents;
	•		adverse weather conditions;
	•		inability to comply with governmental requirements; and
	•		shortage or delays in the availability of drilling rigs and the delivery of equipment.

If we experience any of these problems, our ability to conduct operations could be adversely affected.

Factors beyond our control affect our ability to market oil and gas.

Our ability to market oil and gas from our wells depends upon numerous factors beyond our control. These factors include, but are not limited to, the following:

	•		the level of domestic production and imports of oil and gas;
	•		the proximity of gas production to gas pipelines;
	•		the availability of pipeline capacity;
	•		the demand for oil and gas by utilities and other end users;
	•		the availability of alternate fuel sources;
	•		the effect of inclement weather;
	•		state and federal regulation of oil and gas marketing; and
	•		federal regulation of gas sold or transported in interstate commerce.

If these factors were to change dramatically, our ability to market oil and gas or obtain favorable prices for our oil and gas could be adversely affected.

The marketability of our production may be dependent upon transportation facilities over which we have no control.

The marketability of our production depends in part upon the availability, proximity, and capacity of pipelines, natural gas gathering systems and processing facilities. Any significant change in market factors affecting these infrastructure facilities could harm our business. We deliver some of our oil and natural gas through gathering systems and pipelines that we do not own. These facilities may not be available to us in the future.

Oil and natural gas prices are volatile. A substantial decrease in oil and natural gas prices could adversely affect our financial results.

Our future financial condition, results of operations and the carrying value of our oil and natural gas properties depend primarily upon the prices we receive for our oil and natural gas production. Oil and natural gas prices historically have been volatile and likely will continue to be volatile in the future, especially given world geopolitical conditions. Our cash flow from operations is highly dependent on the prices that we receive for oil and natural gas. This price volatility also affects the amount of our cash flow available for capital expenditures and our ability to borrow money or raise additional capital. The amount we can borrow or have outstanding under or bank credit facility is subject to semi-annual redeterminations. Gas prices are likely to affect us more than natural gas prices because approximately 74% of our proved reserves are oil. The prices for oil and natural gas are subject to a variety of additional factors that are beyond our control. These factors include:

	•		the level of consumer demand for oil and natural gas;
	•		the domestic and foreign supply of oil and natural gas;
	•		the ability of the members of the Organization of Petroleum Exporting Countries to agree to and maintain oil price and production controls;
	•		the price of foreign oil and natural gas;
	•		domestic governmental regulations and taxes;
	•		the price and availability of alternative fuel sources;
	•		weather conditions, including hurricanes and tropical storms in and around the Gulf of Mexico;
	•		market uncertainty;
	•		political conditions in oil and natural gas producing regions, including the Middle East; and world wide economic conditions.

These factors and the volatility of the energy markets generally make it extremely difficult to predict future oil and natural gas price movements with any certainty. Also, oil and natural gas prices do not necessarily move in tandem. Declines in oil and natural gas prices would not only reduce revenue, but could reduce the amount of oil and natural gas that we can produce economically and, as a result, could have a material adverse effect upon our financial condition, results of operations, oil and natural gas reserves and the carrying values of our oil and natural gas properties. If the oil and natural gas industry experiences significant price declines, we may, among other things, be unable to meet our financial obligations or make planned expenditures.

Since the end of 1998, oil prices have gone from near historic low prices to historic highs. At the end of 1998, NYMEX oil prices were at historic lows of approximately $1.00 per Bbl, but have generally increased since that time, albeit with fluctuations. For 2008, NYMEX oil prices were high throughout the year, averaging over $90.00 per Bbl for 2008. For 2007 oil prices averaged approximately $72.00 per Bbl. While we attempt to obtain the best price for our crude in our marketing efforts, we cannot control these market price swings and are subject to the market volatility for this type of oil. These price differentials relative to NYMEX prices can have as much of an impact on our profitability as does the volatility in the NYMEX oil prices.

Natural gas prices have also experienced volatility during the last few years. During 1999, natural gas prices averaged approximately $2.35 per Mcf and, like crude oil, have generally trended upward since that time, although with significant fluctuations along the way. During 2008, NYMEX natural gas prices averaged $8.17 per MMBtu and in 2007, averaged $8.73 per MMBtu.

We may not be able to replace our reserves or generate cash flows if we are unable to raise capital.

We make, and will continue to make, substantial capital expenditures for the acquisition and production of oil and gas reserves. Historically, we have financed these expenditures primarily with cash generated by operations and proceeds from bank borrowings and equity financing. If our revenues or borrowing base decrease as a result of lower oil and gas prices, operating difficulties or decline in reserves, we may have limited ability to expend the capital necessary to undertake or complete future drilling programs. Additional debt or equity financing or cash generated by operations may not be available to meet these requirements.

We face strong competition from other energy companies that may negatively affect our ability to carry on operations.

We operate in the highly competitive areas of oil and gas exploration, development and production. Factors that affect our ability to successfully compete in the marketplace include, but are not limited to, the following:

	•		the availability of funds and information relating to a property;
	•		the standards established by us for the minimum projected return on investment;

	•		the availability of alternate fuel sources; and
	•		the intermediate transportation of gas.

Our competitors include major integrated oil companies, substantial independent energy companies, affiliates of major interstate and intrastate pipelines and national and local gas gatherers. Many of these competitors possess greater financial and other resources than we do.

The inability to control other associated entities could adversely affect our business.

To the extent that we do not operate all of our properties, our success depends in part upon operations on certain properties in which we may have an interest along with other business entities. Because we have no control over such entities, we are able to neither direct their operations, nor ensure that their operations on our behalf will be completed in a timely and efficient manner. Any delay in such business entities’ operations could adversely affect our operations.

There are substantial risks in acquiring producing properties.

We constantly evaluate opportunities to acquire oil and natural gas properties and frequently engage in bidding and negotiating for these acquisitions. If successful in this process, we may alter or increase our capitalization through the issuance of additional debt or equity securities, the sale of production payments or other measures. Any change in capitalization affects our risk profile.

A change in capitalization, however, is not the only way acquisitions affect our risk profile. Acquisitions may alter the nature of our business. This could occur when the character of acquired properties is substantially different from our existing properties in terms of operating or geologic characteristics.

Operating hazards may adversely affect our ability to conduct business.

Our operations are subject to risks inherent in the oil and gas industry, including but not limited to the following:

	•		blowouts;
	•		cratering;
	•		explosions;
	•		uncontrollable flows of oil, gas or well fluids;
	•		fires;
	•		pollution; and
	•		other environmental risks.

These risks could result in substantial losses to us from injury and loss of life, damage to and destruction of property and equipment, pollution and other environmental damage and suspension of operations. Governmental regulations may impose liability for pollution damage or result in the interruption or termination of operations.

Losses and liabilities from uninsured or underinsured drilling and operating activities could have a material adverse effect on our financial condition and operations.

Although we maintain several types of insurance to cover our operations, we may not be able to maintain adequate insurance in the future at rates we consider reasonable, or losses may exceed the maximum limits under our insurance policies. If a significant event that is not fully insured or indemnified occurs, it could materially affect our financial condition and results of operations.

Compliance with environmental and other government regulations could be costly and could negatively impact production.

Our operations are subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Without limiting the generality of the foregoing, these laws and regulations may:

•

require the acquisition of a permit before drilling commences;

•

restrict the types, quantities and concentration of various substances that can be released into the environment from drilling and production activities;

•

limit or prohibit drilling activities on certain lands lying within wilderness, wetlands, and other protected areas;

•

require remedial measures to mitigate pollution from former operations, such as plugging abandoned wells; and

•

impose substantial liabilities for pollution resulting from our operations.

The recent trend toward stricter standards in environmental legislation and regulation is likely to continue. The enactment of stricter legislation or the adoption of stricter regulation could have a significant impact on our operating costs, as well as on the oil and gas industry in general. Currently pending in Congress is a comprehensive energy bill which among other things calls for the reduction or elimination of certain tax incentives currently in place for domestic oil companies including the tax deductions permitted for intangible costs and depletion allowances. In the event such legislation became law the loss of these tax benefits would likely have a negative material effect on the finances of the company.

Our operations could result in liability for personal injuries, property damage, oil spills, discharge of hazardous materials, remediation and clean-up costs and other environmental damages. We could also be liable for environmental damages caused by previous property owners. As a result, substantial liabilities to third parties or governmental entities may be incurred which could have a material adverse effect on our financial condition and results of operations. We maintain insurance coverage for our operations, but we do not believe that insurance coverage for environmental damages that occur over time or complete coverage for sudden and accidental environmental damages is available at a reasonable cost. Accordingly, we may be subject to liability or may lose the privilege to continue exploration or production activities upon substantial portions of our properties if certain environmental damages occur.

You should not place undue reliance on reserve information because reserve information represents estimates.

While estimates of our and gas reserves, and future net cash flows attributable to those reserves, were prepared by independent petroleum engineers, there are numerous uncertainties inherent in estimating quantities of proved reserves and cash flows from such reserves, including factors beyond our control and the control of engineers. Reserve engineering is a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact manner. The accuracy of an estimate of quantities of reserves, or of cash flows attributable to these reserves, is a function of many factors, including but not limited to, the following:

	•		the available data;
	•		assumptions regarding future oil and gas prices;
	•		expenditures for future development and exploitation activities; and
	•		engineering and geological interpretation and judgment.

Reserves and future cash flows may also be subject to material downward or upward revisions based upon production history, development and exploitation activities and oil and gas prices. Actual future production, revenue, taxes, development expenditures, operating expenses, quantities of recoverable reserves and value of cash flows from those reserves may vary significantly from the estimates. In addition, reserve engineers may make different estimates of reserves and cash flows based on the same available data. For the reserve calculations, oil was converted to gas equivalent at six Mcf of gas for one Bbl of oil. This ration approximates the energy equivalency of gas to oil on a Btu basis. However, it may not represent the relative prices received from the sale of our oil and gas production.

The estimated quantities of proved reserves and the discounted present value of future net cash flows attributable to those reserves included in this document were prepared by independent petroleum engineers in accordance with the rules of the SFAS69 and the SEC. These estimates are not intended to represent the fair market value of our reserves.

Loss of executive officers or other key employees could adversely affect our business.

Our success is dependent upon the continued services and skills of our current executive management. The loss of services of any of these key personnel could have a negative impact on our business because of such personnel’s skills and industry experience and the difficulty of promptly finding qualified replacement personnel.

Acquisition of entire businesses may be a component of our growth strategy; our failure to complete future acquisitions successfully could reduce the earnings and slow our growth.

While our business strategy does not currently contemplate the acquisition of entire businesses, it is possible that we might acquire entire businesses in the future. Potential risks involved in the acquisition of such businesses include the inability to continue to identify business entities for acquisition or the inability to make acquisitions on terms that we consider economically acceptable. Furthermore, there is intense competition for acquisition opportunities in our industry.

Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions. Our strategy of completing acquisitions would be dependent upon, among other things, our ability to obtain debt and equity financing and, in some cases, regulatory approvals. Our ability to pursue our growth strategy may be hindered if we are not able to obtain financing or regulatory approvals. Our ability to grow through acquisitions and manage growth would require us to continue to invest in operational, financial and management information systems and to attract, retain, motivate and effectively manage our employees. The inability to effectively manage the integration of acquisitions could reduce our focus on subsequent acquisitions and current operations, which, in turn, could negatively impact our earnings and growth. Our financial position and results of operation may fluctuate significantly from period to period, based on whether or not significant acquisitions are completed in particular periods.

Risks Related to Our Common Stock

We may issue additional shares of Common Stock.

Pursuant to our certificate of incorporation, our board of directors has the authority to issue additional series of common stock and to determine the rights and restrictions of shares of those series without the approval of our stockholders. The rights of the holders of the current series of common stock may be junior to the rights of common stock that may be issued in the future.

There may be future dilution of our Common Stock.

To the extent options to purchase common stock under employee and director stock option plans are exercised, holders of our common stock will be diluted. If available funds and cash generated from our operations are insufficient to satisfy our needs, we may be compelled to sell additional equity or convertible debt securities. The sale of additional equity or convertible debt securities could result in additional dilution to our stockholders.

Our management controls a significant percentage of our outstanding common stock and their interests may conflict with those of our stockholders.

Our executive officers and their affiliates beneficially own a substantial percentage of our outstanding common stock. This concentration of ownership could have the effect of delaying or preventing a change in control of the company, or otherwise discouraging a potential acquirer from attempting to obtain control of the company. This could have a material adverse effect on the market price of the common stock or prevent our stockholders from realizing a premium over the then prevailing market prices for their shares of common stock.

Sales of substantial amounts of our common stock may adversely affect our stock price and make future offerings to raise more capital difficult.

Sales of a large number of shares of our common stock in the market or the perception that sales may occur could adversely affect the trading price of our common stock. We may issue restricted securities or register additional shares of common stock in the future for our use in connection with future acquisitions. Except for volume limitations and certain other regulatory requirements applicable to affiliates, such shares may be freely tradable unless we contractually restrict their resale.

The availability for sale, or sale, of the shares of common stock eligible for future sale could adversely affect the market price of our common stock.

OFFICES

We maintain our corporate offices at 3030 LBJ Freeway, Suite 1320, Dallas, Texas 75234, and pay monthly base rental of $5,942. Our lease runs from February 1, 2004 through February 28, 2011 at a cost of approximately $454,629. As of November 30, 2008 the Company’s continuing obligation under the base lease is approximately $160,438.

ITEM 2. PROPERTIES

GENERAL. Following is information concerning production from our oil and gas wells, productive well counts and both producing 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 Hopkins, Franklin, and Wood Counties, Texas. During the fiscal year ended November 30, 2005 we acquired an interest in two Barnett Shale gas wells in Wise County, Texas. We also have a minor overriding interest in six Barnett Shale gas wells. We previously acquired several wells and acreages in Oklahoma that are described following the Texas properties below.

Effective April 1, 2008, we sold our East Texas properties to Gulftex Operating, Inc. (a company in which Mr. Burroughs is a 50% shareholder) in exchange for our payables and in repayment of advances owed to Gulftex in the total sum of $1,052,547. As additional consideration, Gulftex assumed our East Texas asset retirement obligations.

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:

		Oil				Gas
		(BBL)				(MCF)
Proved Reserves November 30, 2006			14,953				61,595
Revisions to previous estimates			8,164				35,321
Purchases			—				—
Production			(3,446	)			(18,731	)
Sales, transfers and retirements			—				—
Proved Reserves November 30, 2007			19,671				78,185
Revisions to previous estimates			(396	)			5,686
Purchases			—				—
Production			(1,153	)			(21,754	)
Sales, transfers and retirements			(17,085	)			—
Proved Reserves November 30, 2008			1,037				62,117

The following information pertains to our properties as of November 30, 2008:

		Gross				Net
		Producing				Producing
Name of Field or Well		Well Count				Well Count
Newark East, Working Interest			2				0.74
Newark East, Override Interest			8				0.03
Camargo NW Field			2				0.42
Harmon SE Field			1				0.01

PRODUCTIVE WELLS AND ACREAGE

		Total								Total				Net				Total				Total
		Gross				Net				Gross				Productive				Gross				Net
		Oil				Productive				Gass				Gass				Developed				Developed
Geographic Area		Wells				Oil Wells				Wells				Wells				Acres				Acres
Wise County			—				—				4				.74				224				83.14
Denton County			—				—				6				.03				566				18.11
Anadarko Basin			3				.44				—				—				480				69.75

Notes:

1.		Total Gross Wells are those wells in which the Company holds a working or overriding interest in as of November 30, 2008.
2.		Net Productive Wells was calculated by multiplying the working or overriding interest held by the Company in each of the 13 Gross Wells and adding the resulting products.
3.		Total Gross Developed Acres is equal to the total surface acres of the properties in which the Company holds a working or overriding interest.
4.		Net Developed Acres is equal to the Total Gross Developed Acres multiplied by the percentage of the total working or overriding interest held by the Company in the respective properties.
5.		All acreage in which we hold a working interest as of November 30, 2008 have or had existing wells located thereon; thus all acreage leased by the Company may be accurately classified as developed.
6.		Acreage that has existing wells and may be classified as developed may also have additional development potential based on the number of producible zones beneath the surface acreage. A more comprehensive study of all properties currently leased by us would be required to determine precise developmental potential.

     ANADARKO BASIN- WESTERN OKLAHOMA

     We currently hold a minor interest in three producing natural gas wells. 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 Company also has a 3% interest in 640 acres in Beckham County, Oklahoma.

     OIL AND GAS PARTNERSHIP INTERESTS

     We own partnership interests in the Johnson No. 1-H, Johnson No. 2-H Joint Ventures of 57.55% and 58.66%, respectively. We did not acquire any additional partnership interests in the current fiscal year. Effective April 1, 2008, the Company sold its partnership interests in the Hagansport No. 1 (32.89%) and No. 2 (66.67%) units to Gulftex.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any litigation as a defendant. However, we, along with Grasslands 1, L.P. have intervened as third party plaintiffs in a lawsuit originally captioned as Clay Bain, et al., v. Earthwise Energy, Inc. which was filed in April 2009 in the 14^th Judicial District, Dallas County Texas, Cause No. 095253. Our petition requests that we be given certain injunctive relief and be awarded unspecified damages for certain alleged causes of action including, but not limited to, fraud, conversion and violation of fiduciary duty against defendant Earthwise Energy but also as against two individuals, Jeffery C. Reynolds and Steven C. Howard who were added to the law suit as third party defendants. Mr. Reynolds is a former member of our Board of Directors who resigned in July 2008. As we are a plaintiff in the above litigation we have taken no loss contingency.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of the security holders during fiscal year 2008.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Prices for our common stock are currently quoted in the over-the-counter Pink Sheets maintained by the National Quotation Bureau (NQB) owned Pink Sheet OTC Market, Inc. and our ticker symbol is TBXC.PK. Prices for our stock were approved for quotation on the over-the-counter on January 27, 2001. The following table shows the high and low bid information for our common stock for each quarter during which prices for our common stock have been quoted.

QUARTER		LOW BID				HIGH BID
Quarter ending February 29, 2008		$	0.35			$	3.00
Quarter ending May 31, 2008		$	0.75			$	1.75
Quarter ending August 31, 2008		$	0.27			$	0.80
Quarter ending November 30, 2008		$	0.13			$	0.36

QUARTER		LOW BID				HIGH BID
Quarter ending February 28, 2007		$	2.85			$	2.85
Quarter ending May 31, 2007		$	2.75			$	2.80
Quarter ending August 31, 2007		$	1.55			$	1.55
Quarter ending November 30, 2007		$	1.75			$	1.75

The above information was obtained from the Pink Sheet OTC Market, Inc. web site. Because these are over-the-counter market quotations, these quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not represent actual transactions. We have 785 shareholders of record for our common stock as of November 30, 2008.

ITEM 6. SELECTED FIANANCIAL DATA

Not applicable because we are a smaller reporting company.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE TWELVE MONTHS ENDED NOVEMBER 30, 2008 AND 2007

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

We, along with Grasslands 1, L.P. have intervened as third party plaintiffs in a lawsuit originally captioned as Clay Bain, et al., v. Earthwise Energy, Inc. which was filed in April 2009 in the 14^th Judicial District, Dallas County Texas, Cause No. 095253. Our petition requests that we be given certain injunctive relief and be awarded unspecified damages for certain alleged causes of action including, but not limited to, fraud, conversion and violation of fiduciary duty against defendant Earthwise Energy but also as against two individuals, Jeffery C. Reynolds and Steven C. Howard who were added as third party defendants. Mr. Reynolds is a former member of our Board of Directors who resigned in July 2008.

Going Concern and Liquidity Problems

Our auditors have included an explanatory paragraph in their audit opinion with respect to our consolidated financial statements at November 30, 2008. The paragraph states that our recurring losses from operations and resulting continued dependence on access to external financing raise substantial doubts about our ability to continue as a going concern. Furthermore, the factors leading to and the existence of the explanatory paragraph may adversely affect our relationship with customers and suppliers and have an adverse effect on our ability to obtain financing.

We do not have sufficient working capital to sustain our operations. We have been unable to generate sufficient revenues to sustain our operations. We will have to obtain funds to meet our cash requirements through business alliances, such as strategic or financial transactions with third parties, the sale of securities or other financing arrangements, or we may be required to curtail our operations, seek a merger partner, or seek protection under federal bankruptcy laws. Any of the foregoing may be on terms that are unfavorable to us or disadvantageous to existing stockholders. In addition, no assurance may be given that we will be successful in raising additional funds or entering into business alliances.

Sale of Assets to Related Party

On June 4, 2008, we executed a sales agreement (effective April 1, 2008) with Gulftex. Under the agreement, we transferred all of our East Texas oil and gas properties with a net book value of $92,704 to Gulftex. In consideration for the transfer of the properties, Gulftex forgave our trade payables and advances totaling $1,052,547. In addition, Gulftex assumed our asset retirement obligations with a book value of $145,923. We recorded a gain of $1,105,766 on the sale.

Merger Agreement

On September 8, 2006, TBX Resources, Inc., entered into a merger agreement (the “Agreement”) with Earthwise Energy, Inc., a Nevada corporation, and TBX Acquisition, Inc., a Texas corporation and a wholly owned subsidiary of TBX. Earthwise purportedly is an oil and gas company, located in Dallas, Texas, which represented it had certain oil and gas lease assets and managed several oil and gas joint venture partnerships. The original agreement was subject to an automatic expiration if the business combination did not occur effective December 31, 2007. When the parties did not reach agreement by the expiration date the parties agreed to continue to attempt to complete the business combination. We have terminated all negotiations with Earthwise and are no longer anticipating any business combination with them. There is no penalty or other assessment due to either party as a result of the termination of negotiations.

Employment Agreements

The company executed an amended Employment Agreement effective August 4, 2005 with our president Mr. Burroughs for three years. Under the terms of the agreement, Mr. Burroughs was entitled to receive an annual compensation of $150,000, and other items enumerated in the agreement, plus bonuses of up to 10% for material changes to the company; for example, when the company completes a major acquisition, funding or financing. Mr. Burroughs has agreed with our Board of Directors to give up the 10% bonus provision. The agreement provides that Mr. Burroughs has the contractual right to require TBX to issue, upon his request, up to 250,000 common share options subject to certain conditions. The conditions are that the options will not issue unless Mr. Burroughs makes a demand for their issuance and the number of shares so demanded have vested (the agreement provides that 50,000 potential options vest at the beginning of each employment year for the five year term of the agreement and are cumulative subject to Mr. Burroughs serving as an employee of the company for a three year period.) The amendment also changed how the options are to be priced. The options are to be priced at a maximum exercise price of one-half the bid price for TBX common stock as of August 4, 2005 or $0.70 per share (one-half $1.40 the closing bid price on August 4, 2005.) In the event the closing bid price of TBX’s common stock is below $0.70 on the date of a call by Mr. Burroughs, the exercise price would be reduced to the lower actual bid price. In April 2007, in exchange for TBX dropping the three year service requirement, Mr. Burroughs agreed to forgo his eligibility to call for stock options for fiscal years 2005 and 2006. Mr. Burroughs did not call any of his potential stock options as of November 30, 2008.

The company executed an amended Employment Agreement effective April 1, 2006 with our Vice President of Investor Relations, Mr. O’Donnell, having a term of one (1) year, which automatically renews unless otherwise terminated as provided in said agreement. Under the terms of the agreement, Mr. O’Donnell is entitled to receive 100,000 shares of TBX common stock upon execution and Board approval of the agreement. In addition, we agreed to issue Mr. O’Donnell

options to acquire 25,000 shares of common stock per quarter beginning April 1, 2006 for a period of up to three years at an exercise price of $0.15 per share. The option exercise period is one year from its date.

Other

On June 1, 2007 we entered in a services agreement with Gulftex Operating, Inc. Under the agreement the Company is charging Gulftex for a portion of administrative services and rent. For the twelve months ended November 30, 2008 the Company billed $96,195 for these services. For the six months ended November 30, 2007 the Company was paid $48,097 for these services.

We recorded an impairment loss of $62,086 for the fiscal year ended November 30, 2008. Based on the data in our 2007 reserve report from an independent engineering firm, we did not record an impairment loss for the fiscal year ended November 30, 2007.

RESULTS OF OPERATIONS

We recorded net income of $686,186 for the fiscal year ended November 30, 2008 as compared to a net loss of $775,389 for fiscal year ended November 30, 2007. The decrease in our loss of $1,461,575 or 188.5% is discussed below.

REVENUE — Total revenue decreased $13,666, 4.6%, from $300,272 for the twelve months ended November 30, 2007 to $286,606 for the twelve months ended November 30, 2008.

During the twelve months ended November 30, 2008, we generated approximately $288,451 in revenue from oil and gas sales as compared to $308,448 for the twelve months ended November 30, 2007. The decrease from fiscal year 2007 is $19,997 or 6.5 %.The average price per MBTU increased $2.28 and the MBTU sold increased 2,922 from fiscal year 2007. The average price per barrel increased $28.03 per barrel and the quantity sold decreased by 2,320 barrels from fiscal year 2007.

Following are the changes in oil and gas sales, barrels and volumes of natural gas sold and the price received for those sales.

		Gas				MBTU				Price/				Oil				Bbls				Price/
		Sales				Sold				MBTU				Sales				Sold				Bbl				Totals
November 30, 2008		$	184,947				21,754.74			$	8.50			$	103,504				1,267.19			$	81.68			$	288,451
November 30, 2007		$	117,071				18,832.85			$	6.22			$	191,377				3,587.11			$	53.65			$	308,449
12 Month Change
2008 vs 2007
Amount		$	67,875				2,921.89			$	2.28			$	(87,873	)			-2,319.92			$	28.03
Percentage			57.98	%			15.51	%			36.60	%			-45.92	%			-64.67	%			52.25	%

As the above table shows, gas revenue increased 57.98% while oil revenue decreased approximately 45.92% from fiscal year 2007. The decrease in oil revenue is attributable to the sale of our East Texas properties effective April 1, 2008.

The loss from joint ventures decreased $6,332, 77.4%, from $8,176 for the twelve months ended November 30, 2007 to $1,844 for the fiscal year ended November 30, 2008. Joint venture income/loss is considered immaterial and is netted against oil and gas revenue.

EXPENSES — Total expenses decreased $375,725, 34.7%, from $1,081,911 for the twelve months ended November 30, 2007 to $706,186 for the twelve months ended November 30, 2008.

Lease operating expenses and taxes decreased $60,359, 20.3% from $297,339 for the twelve months ended November 30, 2007 to $236,980 for the twelve months ended November 30, 2008. The decrease is primarily the result of the sale of our East Texas properties effective April 1, 2008.

General and administrative expenses decreased $367,781, 50.0%, from $735,404 for the twelve months ended November 30, 2007 to $367,623 for the twelve months ended November 30, 2008. The decrease is due to lower legal, accounting and consulting fees of $157,212, stock based compensation expense of $149,000, costs allocated to Gulftex Operating of $48,097 and a decrease of $13,472 in other general and administrative expense categories.

The loss on impairment of oil and gas properties was $62,086 for the twelve months ended November 30, 2008. There was no loss due to the impairment of oil and gas properties for fiscal year 2007. The impairment charge for the fiscal year ended November 30, 2008 relates to the Johnson No. 1 and the Oklahoma properties. The impairment charges from year to year are not related. The impairment charge is calculated based on reserve reports obtained from an independent engineering firm.

Depreciation, depletion, amortization and accretion decreased $9,671, 19.7%, from $49,168 for the twelve months ended November 30, 2007 to $39,497 for the twelve months ended November 30, 2008. The decrease is primarily due to the sale of our East Texas properties. Future charges to depreciation, depletion, amortization and accretion may be substantially higher or lower as a result of increased production or changes in reserve prices and/or quantities and changes to asset retirement obligations.

GAIN ON SALE OF PROPERTIES — On June 4, 2008, we executed a sales agreement (effective April 1, 2008) with Gulftex. Under the agreement, we transferred all of our East Texas oil and gas properties with a net book value of $92,704 to Gulftex. In consideration for the transfer of the properties, Gulftex forgave our trade payables and advances totaling $1,052,547. In addition, Gulftex assumed our asset retirement obligations with a book value of $145,923. We recorded a gain of $1,105,766 on the sale. The Company sold its working interest in a well located in Caddo County, Oklahoma on March 1, 2007 for $6,250 and wrote off the fully depleted property value of $49,147.

PROVISION FOR INCOME TAXES — No tax benefits were recorded for the twelve months ended November 30, 2008 and 2007 due to the losses we have experienced and a valuation allowance for 100% of the deferred tax assets.

Results of operations and net income (loss) are presented in the following table:

						Operating				Net				Net Income (Loss)
		Total				Income				Income				Per Share
		Revenues				(Loss) 1				(Loss)				Basic				Diluted
2008
lst Quarter		$	90,977			$	(212,627	)		$	(212,627	)		$	(0.05	)		$	(0.05	)
2nd Quarter			66,304				(75,048	)			1,016,992				0.25				0.25
3rd Quarter			53,607				(45,074	)			(45,074	)			(0.01	)			(0.01	)
4th Quarter			75,718				(73,105	)			(73,105	)			(0.02	)			(0.02	)
Total		$	286,606			$	(405,854	)		$	686,186			$	0.17			$	0.17
2007
lst Quarter		$	67,357			$	(207,099	)		$	(207,099	)		$	(0.05	)		$	(0.05	)
2nd Quarter			75,809				(293,366	)			(287,116	)			(0.07	)			(0.07	)
3rd Quarter			42,359				(180,046	)			(180,046	)			(0.05	)			(0.05	)
4th Quarter			114,747				(101,128	)			(101,128	)			(0.03	)			(0.03	)
Total		$	300,272			$	(781,639	)		$	(775,389	)		$	(0.20	)		$	(0.20	)

TBX RESOURCES, INC.
LIQUIDITY AND CAPITAL RESOURCES

As of November 30, 2008, we had total assets of $273,972 of which net oil and gas properties amounted to $57,619 or 21.0% of the total assets. As of November 30, 2007, we had total assets of $319,633 of which net oil and gas properties amounted to $223,638 or 70.0% of the total assets. Our accumulated losses through November 30, 2008 totaled $11,053,298 while our accumulated losses through November 30, 2007 totaled $11,739,484. At November 30, 2008, we had $2,506 in cash as compared $23,821 for November 30, 2007. As of November 30, 2008 the ratio of current assets to current liabilities is .79:1 as compared to .09:1 for November 30, 2007. We have no long-term debt other than the asset retirement obligations. Our asset retirement obligations as of November 30, 2008 and 2007 were $20,981 and $153,370, respectively. As of November 30, 2008, our shareholders’ deficit was $83,584. As of November 30, 2007, our shareholders equity was negative $872,020.

We have funded operations from cash generated from the sale of common stock, the sale of oil and gas properties, joint venture fees and loans from affiliates. Our cash used for operations totaled $184,117 for the twelve months ended November 30, 2008 while our cash used for operations totaled $492,278 for the same period last year. This represents a decrease of $308,161 in cash used for operating activities. Our net capital investments for fiscal years 2008 and 2007 were $14,734 and $7,401, respectively. Net cash provided by financing activities totaled $177,536 for the twelve months ended November 30, 2008 and $518,250 for the twelve months ended November 30, 2007. The reduction of $340,714 from last fiscal year primarily relates to a decrease in advances received from our affiliate, Gulftex Operating.

In the past we have primarily acquired producing oil and gas properties with opportunities for future development and contracted well operations to contractors. Currently, our primary focus is to secure additional capital through business alliances with third parties or other debt/equity financing arrangements to acquire producing oil and gas leases and wells.

We expect that the principal source of funds in the near future will be from oil and gas revenues and advances from an affiliate. We have not yet established an ongoing source of revenue sufficient to cover our operating costs and continue as a going concern. Management’s plan is to obtain operating loans from an affiliate to meet its minimal operating expenses (no formal commitments or arrangements currently exist with the affiliate to advance or loan funds to the Company) and seek equity and/or debt financing. Any such additional funding 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. However, actual results may differ from management’s plan and the amount may be material.

Our ability to acquire additional properties or equipment is strictly contingent upon our ability to locate adequate financing or equity 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 or equity 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 7A. QUANTITIATIVE AND QUALITATIVE DISCLOUSURES ABOUT MARKET RISK

Not applicable because we are a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS.

TBX RESOURCES, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

		PAGE
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets — November 30, 2008 and 2007			F-3
Consolidated Statements of Operations- For The Years Ended November 30, 2008 and 2007			F-4
Consolidated Statements of Cash Flows- For The Years Ended November 30, 2008 and 2007			F-5
Consolidated Statements of Changes In Stockholders’ Deficit- For The Years Ended November 30, 2008 and 2007			F-6
Notes to Consolidated Financial Statements			F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
TBX Resources, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of TBX Resources, Inc. and Subsidiaries (the “Company”), as of November 30, 2008 and 2007 and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of TBX Resources, Inc. and Subsidiaries as of November 30, 2008 and 2007 and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

As described in Note 4, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has experienced recurring losses, has current liabilities in excess of current assets and has negative stockholders’ deficit at November 30, 2008. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Turner, Stone & Company, LLP

Dallas, Texas
October 27, 2009

TBX RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

		November 30,
		2008				2007
ASSETS
Current Assets
Cash		$	2,506			$	23,821
Oil and gas revenue receivable			175,812				63,379
Accounts receivable from affiliate			21,824				—
Prepaid expense			10,000				—
Inventory			—				2,584
Total current assets			210,142				89,784
Oil and gas properties (successful efforts)
Proved properties (acreage costs)			165,926				394,968
Lease and well equipment			581,647				918,382
			747,573				1,313,350
Less: depreciation, depletion and amortization			(689,954	)			(1,089,712	)
Oil and gas properties, net			57,619				223,638
Other			6,211				6,211
Total Assets		$	273,972			$	319,633
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Trade accounts payable		$	19,888			$	25,415
Accounts payable to affiliate			—				110,174
Accrued expenses			70,901				39,128
Advances from affiliate			173,786				759,018
Asset retirement obligations — current portion			—				29,964
Deferred revenue			—				2,584
Total current liabilities			264,575				966,283
Long-term Liabilities
Asset retirement obligations			20,981				153,370
Non-controlling interest in consolidated subsidiary			72,000				72,000
Commitments and Contingencies (Note 6)
Stockholders’ Deficit
Preferred stock- $.01 par value; authorized 10,000,000 shares; no shares outstanding			—				—
Common stock- $.01 par value; authorized 100,000,000 shares; 4,027,442 shares issued and outstanding at November 30, 2008, 4,002,442 shares issued and outstanding at November 30, 2007			40,274				40,024
Additional paid-in capital			10,929,440				10,827,440
Accumulated deficit			(11,053,298	)			(11,739,484	)
Total stockholders’ deficit			(83,584	)			(872,020	)
Total Liabilities and Stockholders’ Deficit		$	273,972			$	319,633

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

TBX RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

		For The Years Ended November 30,
		2008				2007
Revenues:
Oil and gas sales		$	286,606			$	300,272
Total revenues			286,606				300,272
Expenses:
Lease operating and taxes (including $3,200 for 2008 and $9,600 for 2007 to related party)			236,980				297,339
General and administrative			367,623				735,404
Loss on impairment of oil and gas properties			62,086				—
Depreciation, depletion, amortization and accretion			39,497				49,168
(Gain) on sale of oil and gas properties			(1,105,766	)			(6,250	)
Total expenses			(399,580	)			1,075,661
Income (Loss) Before Provision for Income Taxes			686,186				(775,389	)
Provision for income taxes (Note 10)			—				—
Net Income (Loss)		$	686,186			$	(775,389	)
Net Income (Loss) per Common Share, Basic		$	0.17			$	(0.20	)
Net Income (Loss) per Common Share, Diluted		$	0.17			$	(0.20	)
Weighted Average Common Shares Outstanding:
Basic			4,022,729				3,953,751
Diluted			4,125,256				3,953,751

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

TBX RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

		For The Years Ended November 30,
		2008				2007
Cash Flows From Operating Activities:
Net income (loss)		$	686,186			$	(775,389	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation, depletion and amortization			25,963				52,595
Accretion (reversal) of asset retirement obligations			13,534				(3,427	)
Stock based compensation			98,500				247,500
Gain on sale of oil and gas properties			(1,105,766	)			(6,250	)
Loss on impairment of oil and gas properties			62,086				—
Correction to shares issued and outstanding			—				(1	)
Changes in operating assets and liabilities other than advances from affiliate:
Decrease (increase) in:
Oil and gas revenue receivable			(112,433	)			(49,514	)
Accounts receivable from affiliate			(21,824	)			—
Inventory			2,584				10,716
Prepaid expenses			(10,000	)			—
Increase (decrease) in:
Trade accounts payable			(5,527	)			(47,697	)
Accounts payable to affiliate			183,355				82,958
Deferred revenue			(2,584	)			(10,716	)
Asset retirement obligations — current portion			(29,964	)			—
Accrued expenses			31,773				6,947
Net cash used in operating activities			(184,117	)			(492,278	)
Cash Flows From Investing Activities:
Proceeds from sale of oil and gas property			—				6,250
Development of oil and gas properties			(14,734	)			(13,651	)
Net cash used in investing activities			(14,734	)			(7,401	)
Cash Flows From Financing Activities:
Advances from affiliate			173,786				507,000
Exercise of common stock options			3,750				11,250
Net cash provided by financing activities			177,536				518,250
Net Increase (Decrease) In Cash			(21,315	)			18,571
Cash at beginning of year			23,821				5,250
Cash at end of year		$	2,506			$	23,821
Supplemental Schedule of Non-Cash Investing and Financing Activities:
Sale of oil and gas properties		$	92,704			$	—
Payables to and advances from affiliate		$	(1,052,547	)		$	—
Asset retirement obligations settled		$	(145,923	)		$	—
Increase (decrease) in asset retirement obligations		$	13,534			$	(14,355	)

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

TBX RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

										Additional				Accum-				Total
		Common Stock								Paid-In				ulated				Stockholders’
		Shares				Par Value				Capital				Deficit				Deficit
Balance November 30, 2006			3,907,417			$	39,074			$	10,569,640			$	(10,964,095	)		$	(355,381	)
Issuance of common stock options for services			—				—				247,500				—				247,500
Exercise of common stock options			75,000				750				10,500				—				11,250
Adjustment to shares issued and outstanding			20,025				200				(200	)			—				—
Net loss			—				—				—				(775,389	)			(775,389	)
Balance November 30, 2007			4,002,442				40,024				10,827,440				(11,739,484	)			(872,020	)
Issuance of common stock options for services			—				—				98,500				—				98,500
Exercise of common stock options			25,000				250				3,500				—				3,750
Net income			—				—				—				686,186				686,186
Balance November 30, 2008			4,027,442			$	40,274			$	10,929,440			$	(11,053,298	)		$	(83,584	)

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

TBX RESOURCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS ACTIVITIES:

TBX Resources, Inc., a Texas corporation (“TBX” or the “Company”), was organized on March 24, 1995. The Company’s principal historical business activity has been acquiring and developing oil and gas properties. However, during fiscal year 2004, the Company began providing contract services to an affiliate, Gulftex Operating, Inc. The services continued to August 31, 2006 when the agreement was terminated by mutual agreement. The Company’s philosophy is to locate properties with the opportunity 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.

During the fiscal year ended November 30, 2008 we owned all or a portion of 22 wells located in Hopkins, Franklin, and Wood Counties, Texas (East Texas). Of the 22 wells located in East Texas, 9 wells were producing oil, 5 wells have been designated as water supply wells and the remaining 8 wells were either shut-in, scheduled to be brought back into production or designated as injection wells. Injection wells are wells into which salt water is injected to either assist in causing oil or gas to flow to a particular well that is designated as a production well or to simply dispose of salt water that is often produced along with oil. Effective April 1, 2008, the Company sold its East Texas properties to Gulftex Operating, Inc. (a company in which Mr. Burroughs, our president, is a 50% shareholder) in exchange for its payables and advances owed to Gulftex. As additional consideration, Gulftex assumed the Company’s East Texas asset retirement obligations.

We also have an interest in 2 producing oil wells in Wise County, Texas. In addition, the Company has a minor overriding interest in 1 producing gas well in Parker County, Texas and 5 producing gas wells in Denton County, Texas. Also, the Company has a minor interest in 3 wells in Ellis County, Oklahoma. All 3 of the wells are in production for oil or natural gas.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Revenue Recognition

Oil and gas revenue is recorded when production is sold. The Company accrues revenue for oil and gas production sold but not paid.

Principles of Consolidation

The consolidated financial statements for the years ended November 30, 2008 and 2007 include the accounts of TBX Resources, Inc., and the Grasslands I, L.P. a limited partnership for which TBX serves as the sole general partner. The accounts of Johnson No. A1, Johnson No. A2, Hagansport Unit I and Unit II joint ventures (sold to Gulftex effective April 1, 2008), in which TBX owns interests, are consolidated on a proportionate basis, in accordance with Emerging Issues Task Force Issue No. 00-1 “Investor Balance Sheet And Income Statement Display Under The Equity Method For Investments In Certain Partnerships And Other Ventures”. All significant intercompany balances and transactions have been eliminated.

Concentration of Credit Risk

The Company received advances from Gulftex totaling $173,786 during the twelve months ended November 30, 2008 and $507,000 during the twelve months ended November 30, 2007.

Cash and Cash Flows

The Company maintains its cash in a bank deposit account which, at times, may exceed federally insured limits. At November 30, 2008 and 2007 no deposits were in excess of FDIC insurance coverage. The

Company has not experienced any losses in this account and believes it is not exposed to any significant risks affecting cash. None of the Company’s cash is restricted.

For purposes of the consolidated statements of cash flows, cash includes demand deposits.

Receivables

Receivables consist of accrued oil and gas receivables due from either purchasers of oil and gas or operators in oil and natural gas wells for which the Company owns an interest. Oil and natural gas sales are generally unsecured and such amounts are generally due within 30 to 45 days after the month of sale. The operator for the Wise, Denton and Parker Counties, Texas is Earthwise Energy, Inc. which has not paid the Company for its share of the oil and gas production since March of 2008. Accordingly, the Company is accruing the revenue and expenses associated with the wells in Denton and Parker Counties (see Note 11, Subsequent Event).

Inventory

Inventory consists of crude oil held in storage tanks. Inventory is stated at market based on anticipated selling prices.

Property and Equipment

Property and equipment are stated at the Company’s cost and are depreciated on a straight-line basis over five to seven years. Maintenance and repair costs are expensed when incurred, while major improvements are capitalized.

Oil and Gas Properties

The Company follows the successful efforts method of accounting for oil and gas exploration and development expenditures. Under this method, costs of successful exploratory wells and all development wells are capitalized. Costs to drill exploratory wells that do not result in proved reserves are expensed.

Significant costs associated with the acquisition of oil and gas properties are capitalized. Upon sale or abandonment of units of property or the disposition of miscellaneous equipment, the cost is removed from the asset account, the related reserves relieved of the accumulated depreciation or depletion and the gain or abandonment loss is credited to or charged against operations. Both proved and unproved oil and gas properties that are individually significant are periodically assessed for impairment of value, and a loss is recognized at the time of impairment. Capitalized costs of producing oil and gas properties, after considering estimated dismantlement and abandonment costs and estimated salvage values are depreciated and depleted by the unit-of-production method. Support equipment and other property and equipment are depreciated over their estimated useful lives.

The Company provides for depreciation, depletion and amortization of its investment in producing oil and gas properties on the unit-of-production method, based upon independent reserve engineers’ estimates of recoverable oil and gas reserves from the property.

Oil and gas properties consist of the following:

		November 30,
		2008				2007
Proved oil and gas properties		$	747,573			$	1,313,350
Accmulated depreciation, depletion and amortization			(689,954	)			(1,089,712	)
		$	57,619			$	223,638

Property and equipment consists of the following:

		November 30,
		2008				2007
Office furniture, equipment, and software		$	112,768			$	112,768
Accumulated depreciation and amortization			(112,768	)			(112,768	)
		$	—			$	—

Depletion, depreciation and amortization expense related to oil and gas properties and property and equipment was $25,964 and $52,595 for the years ended November 30, 2008 and 2007, respectively.

Long-lived Assets

In accordance with SFAS No., 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), the Company reviews its long-lived assets to be held and used, including proved oil and gas properties accounted for under the successful efforts method of accounting, whenever events or circumstances indicate that the carrying value of those assets may not be recoverable. An impairment loss is indicated if the sum of the expected undiscounted future cash flows is less than the carrying amount of the assets. In this circumstance, the Company recognizes an impairment loss for the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.

Asset Retirement Obligations

The Company accounts for asset retirement obligations in accordance with SFAS No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”). SFAS 143 amended SFAS No. 19, “Financial Accounting and Reporting by Oil and Gas Producing Companies” (“SFAS 19”) to require that the fair value of a liability for an asset retirement obligation (“ARO”) be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. Under the provisions of SFAS 143, asset retirement obligations are capitalized as part of the carrying value of the long-lived asset. SFAS 143 also requires the write down of capitalized ARO assets if they are impaired.

The following table presents changes to the asset retirement liability during the years ended November 30, 2007 and 2008.

ARO at November 30, 2006		$	186,761
Accretion expense			10,928
Changes in estimates			(14,355	)
ARO at November 30, 2007			183,334
Accretion expense			3,646
Liabilities settled			(175,888	)
Changes in estimates			9,889
ARO at November 30, 2008		$	20,981

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense is the tax payable for the year plus or minus the change during the period in deferred tax assets and liabilities.

Equity Instruments Issued for Goods and Services

In December, 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 123 (R) (revised 2004), “Share-Based Payments” (hereinafter “SFAS No. 123 (R)”). This statement replaces SFAS No. 123, “Accounting for Stock-Based Compensation”, and supersedes APB Statement Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS No. 123 (R) establishes standards for the accounting of share-based payment transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. This statement covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. SFAS 123 (R) requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date (with limited exceptions). That cost will be recognized in the entity’s financial statements over the period during which the employee is required to provide services in exchange for the award with a corresponding increase in additional paid-in capital or liability based on the underlying classification of the security. The Company adopted SFAS No. 123 (R) for fiscal years beginning after November 30, 2006.

Earnings Per Share (EPS)

The Company computes earnings per share using Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings Per Share”. Basic earnings per common share is calculated by dividing net income or loss by the weighted average number of shares outstanding during the year. Diluted earnings per common share is calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance of shares that would have an antidilutive effect on earnings per common share. Antidilution results from an increase in earnings per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations.

Use of Estimates

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. Significant estimates include: estimates of proved reserves as key components of the Company’s depletion rate for oil and gas properties; accruals of operating costs; estimates of production revenues; and calculating asset retirement obligations. See Note 12 — Supplementary Oil and Gas Information — Unaudited for more information relating to estimates of proved reserves. Because there are numerous uncertainties inherent in the estimation process, actual results could differ materially from these estimates.

Reclassifications

Certain amounts in the comparative consolidated financial statements have been reclassified from financial statements previously presented to conform to the presentation of the 2008 financial statements.

3. RECENT ACCOUNTING PRONOUNCEMENTS:

During the year ended November 30, 2008, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (FASB) the most recent of which was SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements, except as follows, has had or will have a material impact on the Company’s financial position or operating results. The Company will monitor these emerging issues to assess any potential future impact on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations, which expands the information that a reporting entity provides in its financial reports about a business combination and its effects. This Statement establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This Statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The Company may experience a financial statement impact depending on the nature and extent of any new business combinations entered into after the effective date of SFAS No. 141(R).

4. GOING CONCERN:

At November 30, 2008, the Company has accumulated losses of approximately $11.0 million. The Company does not have sufficient working capital or revenue to sustain its operations. The Company is pursuing equity and/or debt financing to fund operations and execute its plans to acquire additional oil and gas leases and wells. If no additional funds are received, the Company will be forced to rely on existing oil and gas revenue and upon additional funds which may or may not be loaned by an affiliate to preserve the integrity of the corporate entity. No formal commitments or arrangements currently exist with the affiliate to advance or loan funds to the Company. In the event the Company is unable to acquire sufficient funds, the Company’s ongoing operations will be negatively impacted and it may not be able to continue as a going concern. These financial statements have been prepared on the basis that the Company will realize its assets and discharge its liabilities in the normal course of business. The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

5. RELATED PARTY TRANSACTIONS:

The Company conducts substantial transactions with related parties. These related party transactions have a significant impact on the financial condition and operations of the Company. If these transactions were conducted with third parties, the financial condition and operations of the Company could be materially affected.

	a.		The operator of the East Texas oil and gas leases, Gulftex Operating, Inc. (Gulftex) is an affiliate of TBX. Mr. Burroughs, a major stockholder and president of the Company, is a 50% shareholder of Gulftex. TBX paid Gulftex $3,200 in 2008 and $9,600 in 2007 for activities associated with operating certain wells.
	b.		Gulftex operates certain oil and gas properties on behalf of the Company. At November 30, 2008 and 2007 the Company has a liability to Gulftex in the amount of $0 and $110,174, respectively.
	c.		The Company received cash advances of $173,786 and non-cash advances of $9,235 from Gulftex in the current fiscal year. The balance due Gulftex at November 30, 2008 is $173,786. Advances totaled $507,000 in the previous fiscal year and the balance due Gulftex at November 30, 2007 is $759,018.
	d.		Effective June 1, 2007, the Company is charging Gulftex rent for a portion of the Company’s office space plus administrative expenses paid by the Company that relate to Gulftex’s operations. The Company charged Gulftex $96,195 in the current fiscal year and $48,097 in the previous fiscal year. The balance due from Gultex at November 30, 2008 is $21,824.
	e.		On June 4, 2008, the Company executed a sales agreement (effective April 1, 2008) with Gulftex. Under the agreement, the Company transferred all of its East Texas oil and gas properties with a net book value of $92,704 to Gulftex. In consideration for the transfer of the properties, Gulftex forgave the Company’s trade payables and advances totaling $1,052,547. In addition, Gulftex

assumed the Company’s asset retirement obligations with a book value of $145,923. The Company recorded a gain of $1,105,766 on the sale. Gulftex did not charge interest for its advances to the Company. The amount of interest that could have been charged is immaterial.

6. COMMITMENTS AND CONTINGENCIES:

a.

The Company is obligated for $160,437 under an operating lease agreement for rent of its office space in Dallas, Texas. The term of the lease is from February 1, 2004 through February 28, 2011. The average monthly base lease payment over the remaining term of the lease is approximately $5,942. The base lease payment for the current fiscal year is $65,509. Following is a schedule of base lease payments by year:

Year		Amount
2009		$	65,509
2010			75,942
2011			18,986
		$	160,437

			Rent expense for fiscal years 2008 and 2007 was $70,956 and $79,059, respectively.
	b.		Gulftex is the bonded operator for TBX Resources and is responsible for compliance with the laws and regulations relating to the protection of the environment. While it is not possible to quantify with certainty the potential impact of actions regarding environmental matters, particularly any future remediation and other compliance efforts, in the opinion of management, compliance with the present environmental protection laws will not have a material adverse affect on the financial condition, competitive position or capital expenditures of TBX Resources. However, the Company’s cost to comply with increasingly stringent environmental regulations may have an adverse effect on the Company’s future earnings.

7. STOCK BASED COMPENSATION:

The Company executed an amended Employment Agreement effective August 4, 2005 with our president Mr. Tim Burroughs for three years. Under the terms of the agreement, Mr. Burroughs is entitled to receive an annual compensation of $150,000, and other items enumerated in the agreement, plus bonuses of up to 10% for material changes to the Company; for example, when the Company completes a major acquisition, funding or financing. The agreement provides that Mr. Burroughs has the contractual right to require TBX to issue, upon his request, up to 250,000 common share options subject to certain conditions. The conditions are that the options will not be issued unless Mr. Burroughs makes a demand for their issuance and the number of shares so demanded have vested (the agreement provides that 50,000 potential options vest at the beginning of each employment year for the five year term of the agreement and are cumulative.) The amendment also changed how the options are to be priced. The options are to be priced at a maximum exercise price of one-half the bid price for TBX common stock as of August 4, 2005 or $0.70 per share (one-half $1.40 the closing bid price on August 4, 2005.) In the event the closing bid price of TBX’s common stock is below $0.70 on the date of a call by Mr. Burroughs, the exercise price would be reduced to the lower actual bid price.

Mr. Burroughs’ Employment Agreement was further amended in April 2007. In exchange for TBX dropping the three year service requirement, Mr. Burroughs agreed to forgo his eligibility to call for stock options for fiscal years 2005 and 2006. Mr. Burroughs did not call any of his potential stock options as of November 30, 2008.

In accordance with the terms of Mr. Burroughs’ April 2007 Amended Employment Agreement, no compensation expense is recognized as of November 30, 2008 and 2007 related to his potential common stock options.

The Company executed an amended Employment Agreement effective April 1, 2006 with our Vice

President of Investor Relations, Mr. O’Donnell, having a term of one year, which automatically renews unless otherwise terminated as provided in said agreement. Under the terms of the agreement, Mr. O’Donnell is entitled to receive 100,000 shares of TBX common stock upon execution and Board approval of the agreement. The Company recorded compensation expense of $410,000 ($4.10 per share) in the fiscal year ended November 31, 2006 with a corresponding credit to paid-in capital. The shares were valued based upon the fair value of the Company’s common stock on April 1, 2006.

In addition, the Company agreed to issue Mr. O’Donnell options to acquire 25,000 shares of common stock per quarter beginning April 1, 2006 for a period of up to three years at an exercise price of $0.15 per share. The option exercise period is one year from its date. For 2008 the Company recorded stock based compensation expense of $98,500 with a corresponding credit to paid-in capital and for 2007 the Company recorded stock based compensation expense of $247,500 with a corresponding credit to paid-in capital.

A summary of the status of the Company’s equity awards as of November 30, 2008 and 2007, and the changes during the years then ended is presented below:

						Weighted-Average
		Shares				Exercise Price
Outstanding November 30, 2006			75,000			$	0.15
Granted			100,000			$	0.15
Exercised			(75,000	)			0.15
Forfeited			—				0.15
Outstanding November 30, 2007			100,000			$	0.15
Granted			100,000			$	0.15
Exercised			(25,000	)		$	0.15
Forfeited			(75,000	)		$	0.15
Outstanding November 30, 2008			100,000			$	0.15
Options exercisable at November 30, 2007			100,000			$	0.15
Options exercisable at November 30, 2008			100,000			$	0.15

The weighted average fair value of options granted during 2008 and 2007 was $98,500 and $247,500, respectively.

The weighted average fair value at date of grant for options was estimated using the Black-Scholes option valuation model with the following assumptions:

		2008				2007
Average expected life in years			1				1
Average interest rate			4.38	%			5.25	%
Average volatility			95	%			72	%
Dividend yield			0	%			0	%

A summary of the status of the Company’s nonvested shares at November 30, 2008 and 2007, and the changes during the years then ended is presented below:

						Weighted Average
						Grant Date
		Shares				Fair Value per Share
Nonvested at December 1, 2006			—				—
Granted			100,000			$	2.475
Vested			(100,000	)		$	2.475
Forfeited			—				—
Nonvested at November 30, 2007			—
Granted			100,000			$	0.990
Vested			(100,000	)		$	0.990
Forfeited			—				—
Nonvested at November 30, 2008			—

There were no shares issued under employment contracts in the current or previous fiscal year.

8. OIL AND GAS PROPERTIES IMPAIRMENT LOSSES:

The Company recorded an impairment loss of $62,086 for the year ended November 30, 2008. Based on the data in the Company’s 2007 reserve report from an independent engineering firm, the Company did not record an impairment loss for the year ended November 30, 2007. The impairment loss relates to properties in Wise County, Texas and Oklahoma. The impairment losses were determined by comparing the future undiscounted net cash flows to the Company’s net book value pursuant to FASB Statement No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”.

9. NON-CONTROLLING INTEREST IN CONSOLIDATED SUBSIDIARY

In September of 2002, the Company obtained an option to purchase oil and gas leases in the Barnett Shale Field in the Fort Worth Basin of Wise County, Texas. In October of the same year, the Company formed the “Grasslands I, Limited Partnership” in which the Company is acting as the general partner. The Company has a 1% interest in the limited partnership which owns a 2% royalty interest in certain oil and gas wells. The Company consolidates the partnerships by virtue of its control as general partner. Revenues and expenses of the partnership were insignificant for the years ended November 30, 2008 and 2007.

10. INCOME TAXES:

The Company computes income taxes using the asset and liability approach as defined in SFAS No. 109. The Company currently has no issue that creates timing differences that would mandate deferred tax expense. Due to the uncertainty as to the utilization of net operating loss carryforwards, an evaluation allowance has been made to the extent of any tax benefit that net operating losses may generate. No provision for income taxes has been recorded for the twelve months ended November 30, 2008 due to the Company’s net operating loss carryforward from 2007.

At November 30, 2008 and 2007, we have net operating loss carryforwards of approximately $9.3 million and $10.2 million, respectively, remaining for federal income tax purposes. Net operating loss carryforwards may be used in future years to offset taxable income.

The following is a reconciliation of statutory tax expense to our income tax provision:

		November 30,
		2008				2007
Statutory rate			35	%			35	%
Change in valuation allowance			-35	%			-35	%
Tax provision			0	%			0	%

Deferred Income Taxes

Deferred income taxes primarily represent the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of our deferred taxes are as follows:

		November 30,
		2008				2007
Deferred tax assets:
Net operating loss carryforward		$	3,270,000			$	3,573,000
Oil and gas properties			100,000				129,000
Cash/accrual method differences			97,000				39,000
Total deferred tax assets			3,467,000				3,741,000
Valuation allowance			(3,467,000	)			(3,741,000	)
Total net deferred tax assets		$	—			$	—

The Company uses the cash method for income tax reporting purposes.

11. SUBSEQUENT EVENT:

On May 28, 2009 we, along with Grasslands I, L.P., intervened as third party plaintiffs in a lawsuit originally captioned as Clay Bain, et. al. v. Earthwise Energy, Inc. which was filed in April 2009 in the 14^th Judicial District, Dallas County Texas, Cause No. 095253. Our petition requests that we be given certain injunctive relief and be awarded unspecified damages for certain alleged causes of action including, but not limited to, fraud, conversion and violation of fiduciary duty against defendant Earthwise Energy, Inc. but also as against two individuals, Jeffery C. Reynolds and Steven C. Howard who were added to the lawsuit as third party defendants. Mr. Reynolds is a former member of our Board of Directors who resigned in July 2008. Included in our claim for damages are oil and gas accounts receivable totaling $175,812 as of November 30, 2008. Pursuant to Statements of Financial Accounting Standards (SFAS) No. 5, Loss Contingencies, we have assessed the likelihood of prevailing in this lawsuit and thus collecting these accounts receivable as reasonably possible. Accordingly, as provided by this professional standard, a loss contingency related to the non-collection of these accounts receivable has not been provided for in the accompanying financial statements.

12. SUPPLEMENTARY DISCLOSURE AND OIL AND GAS INFORMATION -UNAUDITED:

The following information concerning oil and gas operations has been provided pursuant to Statement of Financial Accounting Standards No. 69.

Results of operations for oil and gas producing activities are as follows:

		For The Year Ended Nov. 30,
		2008				2007
Oil and gas sales		$	286,605			$	300,272
Production costs			(236,980	)			(297,338	)
Depreciation, depletion, amortization and accretion			(39,497	)			(49,169	)
Impairment of oil and gas properties			(62,086	)			—
			(51,958	)			(46,235	)
Income tax benefit			—				—
Results of Operations Excluding Selling, General and Administrative and Joint Venture Activities		$	(51,958	)		$	(46,235	)

Capitalized costs relating to oil and gas producing activities are as follows:

		November 30,
		2008				2007
Property (acreage costs)- Proved		$	165,926			$	394,968
Producing assets			581,647				918,382
			747,573				1,313,350
Less: depreciation depletion and amortization			(689,954	)			(1,089,712	)
Net Capitalized Costs		$	57,619			$	223,638

Oil and Gas Reserve Quantities

An independent petroleum engineer determined estimated reserves and related valuations for the East Texas, Denton and Wise Counties, Texas properties. Estimates of proved reserves are inherently imprecise and are subject to revisions based on production history, results of additional exploration and development and other factors. Proved reserves are reserves judged to be economically producible in future years from known reservoirs under existing economic and operating conditions. Proven developed reserves are expected to be recovered through existing wells, equipment and operating methods. The Company has a minor interest in five producing wells in Oklahoma. The Company has varying interests in the wells and does not have access to sufficient data to prepare an engineering report. The Company believes that the reserve quantities would not materially affect the Company’s total estimated reserves and valuations at this time.

Following is a summary of the changes in estimated proved developed and undeveloped oil and gas reserves of the Company for the years ended November 30, 2007 and 2008:

		Oil				Gas
		(BBL)				(MCF)
Proved Reserves November 30, 2006			14,953				61,595
Revisions to previous estimates			8,164				35,321
Purchases			—				—
Production			(3,446	)			(18,731	)
Sales, transfers and retirements			—				—
Proved Reserves November 30, 2007			19,671				78,185
Revisions to previous estimates			(396	)			5,686
Purchases			—				—
Production			(1,153	)			(21,754	)
Sales, transfers and retirements			(17,085	)			—
Proved Reserves November 30, 2008			1,037				62,117

Standardized Measure of Discounted Cash Flows Relating to Proved Oil and Gas Reserves

Statement of Financial Accounting Standards No. 69 prescribes guidelines for computing a standardized measure of future net cash flows relating to estimated proven reserves. The Company has followed these guidelines, which are briefly discussed in the following paragraph.

Future cash inflows and future production and development costs are determined by applying year-end prices for 2008 of approximately $45.00/bbl for oil and an average of approximately $5.25/mcf for gas and for 2007, approximately $70.00/bbl for oil and $8.00/mcf for gas, and costs to the estimated quantities of oil and gas to be produced. Estimated future income taxes, if any, are computed by using statutory rates including consideration for previously legislated future statutory depletion rates. The resulting future net cash flows are reduced to present value amount by applying a 10% annual discount factor. The assumptions used to compute the standardized measure are those prescribed by the Financial Accounting Standards Board and, as such, do not necessarily reflect the Company’s expectations of actual revenues to be derived from those reserves or their present worth. The limitations inherent in the reserve quantity estimation process, as discussed previously are equally applicable to the standardized measure computations since these estimates are the basis for the valuation process.

Presented below is the standardized measure of discounted future net cash flows relating to proved oil and gas reserves as of November 30, 2008 and 2007.

		November 30,
		2008				2007
Future cash inflows		$	292,410			$	2,003,255
Future production costs			(204,484	)			(966,878	)
Future net cash flows			87,926				1,036,377
10% annual discount for estimated timing of cash flows			(18,526	)			(306,658	)
Standardized measure of discounted future net cash		$	69,400			$	729,719
Standardized measure of discounted future net cash flows, begenning of year		$	729,719			$	230,733
Sales of oil and gas produced, net of production costs			(101,059	)			(53,318	)
Net changes in prices and production costs			(149,307	)			131,340
Net change in future development costs			—				2,623
Revisions to previous quantity estimates			6,642				332,792
Net change from sales, transfers and disposals of minerals in place			(471,852	)			—
Accretion of discount			55,257				(26,939	)
Net change in income taxes			—				112,488
			(660,319	)			498,986
Standardized measure of discounted future net cash flows, end of year		$	69,400			$	729,719

Disclosure

The quarterly financial data on page 15 of Managements’ Discussion and Analysis and Plan of Operation is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE.

     NONE

ITEM 9A(T). CONTROLS AND PROCEDURES.

Our management evaluated, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, management has concluded that, as of November 30, 2008, our disclosure controls and procedures were effective to ensure that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported. Management is currently looking for a professional accounting person to become part of its management team in an effort to provide not only complete but timely reports to the Securities and Exchange Commission as required by its rules and forms.

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report.

Limitations on the Effectiveness of Controls. Our management, including the CEO/CFO, does not expect that its disclosure controls or its internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Scope of the Controls Evaluation. The CEO/CFO evaluation of our disclosure controls and the company’s internal controls included a review of the controls objectives and design, the controls implementation by the company and the effect of the controls on the information generated for use in this report. In the course of the Controls Evaluation, the CEO and CFO sought to identify data errors, controls problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, were being undertaken. This type of evaluation is be done on a quarterly basis so that the conclusions concerning controls effectiveness can be reported in our quarterly reports on Form 10-QSB and annual report on Form 10-KSB. Our internal controls are also evaluated on an ongoing basis by other personnel in the company’s organization and by our independent auditors in connection with their audit and review activities. The overall goals of these various evaluation activities are to monitor our disclosure controls and our internal controls and to make modifications as necessary; the company’s intent in this regard is that the disclosure controls and the internal controls will be maintained as dynamic systems that change (reflecting improvements and corrections) as conditions warrant.

Among other matters, the company sought in its evaluation to determine whether there were any “significant deficiencies” or “material weaknesses” in our internal controls, or whether we had identified any acts of fraud involving personnel who have a significant role in the our internal controls. This information was important both for the controls evaluation generally and because item 5 in the Section 302 Certifications of the CEO and CFO requires that the CEO and CFO disclose that information to the Audit Committee of our Board and to our independent auditors and report on related matters in this section of the

Report. In the professional auditing literature, “significant deficiencies” represent control issues that could have a significant adverse effect on the ability to record, process, summarize and report financial data in the financial statements. A “material weakness” is defined in the auditing literature as a particularly serious significant deficiency where the internal control does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would be material in relation to the financial statements and not be detected within a timely period by employees in the normal course of performing their assigned functions. We also sought to deal with other controls matters in the controls evaluation, and in each case if a problem was identified, the company considered what revision, improvement and/or correction to make in accordance with the on-going procedures.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Our current executive officers and directors, their ages and present positions with TBX Resources are identified below. Our directors hold office until the annual meeting of the shareholders following their election or appointment and until their successors have been duly elected and qualified. Our officers are elected by and serve at the pleasure of our Board of Directors.

NAME		AGE				POSITION
Tim Burroughs			49			Chief Executive Officer/Chief Financial Officer
Sherri Cecotti			44			Secretary/Treasurer

TIM BURROUGHS is the Chief Executive Officer, Chief Financial Officer and founder of TBX Resources, Inc. Mr. Burroughs has been our Chief Executive Officer and Chief Financial Officer since our company’s inception in 1995. Prior to founding our company, Mr. Burroughs worked for several Dallas/Ft. Worth area based energy companies. Mr. Burroughs also studied business administration at Texas Christian University in Ft. Worth, Texas.

In addition to serving as the Chief Executive Officer and Chief Financial Officer of our company, Mr. Burroughs is also the President of Marketing Research Group, Inc. and American Eagle Services, Inc. These companies were all organized by Mr. Burroughs to participate in various opportunities in the oil and gas industry. However, since the organization of these companies, Mr. Burroughs has decided to not aggressively pursue through these companies the business he originally intended and has instead spent the majority of his professional time devoted to our business. In the future, Mr. Burroughs expects to spend little or no time on the business of these other companies. These two companies are currently inactive. Mr. Burroughs is a 50% shareholder of Gulftex Operating, Inc. an oil and gas operating company that performs services on behalf of TBX and from which Mr. Burroughs benefits financially. See “Certain Relationships and Related Transactions.”

SHERRI CECOTTI is the Secretary-Treasurer and joined our company in February 2002. Prior to joining our company Ms. Cecotti was employed by the Expo Design Center/Home Depot, from 1999 to 2002 as a store manager and in the central installations office. From 1992-1998 Ms. Cecotti was operations manager for Marshall Fields in Dallas, Texas.

As previously reported on Form 8-K, our president, Tim Burroughs resigned from the Board on January 18, 2008, Jeffery C. Reynolds resigned from the Board on July 16, 2008 and Samuel Warren resigned from the Board on July 17, 2008. The Company currently has no members on its Board of Directors and is currently seeking qualified individuals to serve on the Board.

ITEM 11. COMPENSATION DISCUSSION AND ANALYSIS.

Overview

Our executive compensation program is designed to create strong financial incentive for our officers to increase revenues, profits, operating efficiency and returns, which we expect to lead to an increase in shareholder value. Our Board of Directors conduct periodic reviews of the compensation and benefits programs to ensure that they are properly designed to meet corporate objectives, overseeing of the administration of the cash incentive and equity-based plans and developing the compensation program for the executive officers. Our executive compensation program includes five primary elements. Three of the elements are performance oriented and taken together, all constitute a flexible and balanced method of establishing total compensation for our executive officers. The elements are a) base salary, b) annual incentive plan awards, c) stock-based compensation, d) benefits and e) severance/change-in-control compensation.

Role of our Executive Officers in Establishing Compensation

Our Chief Executive Officer provides recommendations to the Compensation Committee in its evaluation of our executive officers, including recommendations of individual cash and equity compensation levels for executive officers.

Summary Compensation Table

The following table sets forth the annual and long-term compensation with respect to the fiscal years ended November 30, 2008 and 2007 paid or accrued by us to or on behalf of the executives officers named:

														Long Term Compensation
														Awards
														Restricted				Securities
						Annual Compensation								Stock				Underlying
Name and Position		Year				Salary ($)				Bonus ($)				Awards ($)				Options (#)
Tim Burroughs,			2008				150,000				—				—				—
President			2007				150,000				—				—				—
Sherri Cecotti,			2008				52,300				—				—				—
Secretary/Treasurer			2007				52,300				—				—				—
Dick O’Donnell,			2008				—				—				98,500				100,000
Vice President of Operations			2007				—				—				247,500				100,000

Option Grants in the Last Fiscal Year

The following table sets forth the stock options that were granted to the named executive officers in fiscal years 2008 and 2007.

Individual Stock Option Grants

Percent

Weighted

Number of

of Total

Average

Securities

Options

Market Price

Underlying

Granted

on Date of

Options

Employees

Issuance

Expiration

Name

Year

Granted (#)

in Fiscal Yr.

($/Share)

Date

Dick O’Donnell

2008

100,000

100

%

1.11

(1

)

Dick O’Donnell

2007

100,000

100

%

2.62

(1

)

Aggregated Option Exercises and Fiscal Year-End Option Values

														Number of Securities
														Underlying								Value of Unexercised
						Shares								Unexercised Options at								Options at
						Acquired on				Value				Fiscal Year End								Fiscal Year End ($) (1)
Name		Year				Exercise (#)				Realized ($)				Exercisable				Unexercisable				Exercisable				Unexercisable
Dick O’Donnell			2008				25,000				46,500				100,000				—				5,000				—
Dick O’Donnell			2007				75,000				174,000				100,000				—				160,000				—

Perquisites

The company permits limited perquisites for its officer group. Currently these consist of payment of life insurance premiums and Mr. Burroughs $500 per month car allowance called for in his employment contract. Mr. Burroughs has voluntarily declined to receive his monthly car allowance and life insurance premiums until the Company is profitable.

Employment Agreements

We executed an amended Employment Agreement effective August 4, 2005 with our president Mr. Tim Burroughs for three years. Under the terms of the agreement, Mr. Burroughs is entitled to receive an annual compensation of $150,000, and other items enumerated in the agreement. The agreement provides that Mr. Burroughs has the contractual right to require TBX to issue, upon his request, up to 250,000 common share options subject to certain conditions. The conditions are that the options will not issue unless Tim makes a demand for their issuance and the number of shares so demanded have vested (the agreement provides that 50,000 potential options vest at the beginning of each employment year for the five year term of the agreement and are cumulative.) The amendment also changed how the options are to be priced. The options are to be priced at a maximum exercise price of one-half the bid price for TBX common stock as of August 4, 2005 or $0.70 per share (one-half $1.40 the closing bid price on August 4, 2005.) In the event the closing bid price of TBX’s common stock is below $0.70 on the date of a call by Mr. Burroughs, the exercise price would be reduced to the lower actual bid price. In April 2007, in exchange for TBX dropping the three year service requirement, Mr. Burroughs agreed to forgo his eligibility to call for stock options for fiscal years ending November 30, 2005 and 2006. Mr. Burroughs did not call any of his potential stock options as of November 30, 2008.

We executed an amended Employment Agreement effective April 1, 2006 with our Vice President of Investor Relations, Bernard O’Donnell, having a term of one (1) year, which automatically renews unless otherwise terminated as provided in said agreement. Under the terms of the agreement, Mr. O’Donnell is entitled to receive 100,000 shares of TBX common stock upon execution and Board approval of the agreement. In addition, the company agreed to issue Mr. O’Donnell options to acquire 25,000 shares of common stock per quarter beginning April 1, 2006 for a period of up to three years at an exercise price of $0.15 per share. The option exercise period is one year from its date.

Compensation of Directors

None of our directors received compensation for their service as directors during the fiscal years ended November 30, 2008 and 2007.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.

Compensation Philosophy

The following objectives guide the Board of Directors in its deliberations regarding executive compensation matters:

	•		Provide a competitive compensation program that enables us to retain key executives;
	•		Ensure a strong relationship between our performance results and those of our segments and the total compensation received by an individual;
	•		Balance annual and longer term performance objectives;
	•		Encourage executives to acquire and retain meaningful levels of common shares; and
	•		Work closely with the Chief Executive Officer to ensure that the compensation program supports our objectives and culture.

We believe that the overall compensation of executives should be competitive with the market in which we compete for executive talent. This market consists of both the oil and gas exploration industry and oil and gas service-based industries in which we compete for executive talent. In determining the proper amount for each compensation element, we review publicly available compensation data, as well as the compensation targets for comparable positions at similar corporations within these industries. We also consider the need to maintain levels of compensation that are fair among our executive officers given differences in their respective responsibilities, levels of accountability and decision authority.

Termination of Employment and Change of Control Arrangement

There is no compensatory plan or arrangement with respect to any individual named above which results or will result from the resignation, retirement or any other termination of employment with us, or from a change in our control.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS

The following table sets forth the stock ownership of the officers, directors and shareholders holding more than 5% of the common stock of TBX Resources as of November 30, 2008:

				NAME AND ADDRESS						PERCENT OF
TITLE OF CLASS				OF OWNER		AMOUNT OWNED				CLASS
common stock				Tim Burroughs(1) 3330 LBJ Freeway, Suite 1320 Dallas, TX 75234			313,259				07.78	%
common stock				Tim Burroughs Family Tr (2) 3330 LBJ Freeway, Suite 1320 Dallas, TX 75234			500,000				12.41	%
common stock				Dick O’Donnell 3330 LBJ Freeway, Suite 1320 Dallas, Texas 75234			200,000				04.97	%
All Directors and Officers as a Group							1,013,259				25.16	%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

All of the operations conducted in the field on behalf of our company are conducted by Gulftex Operating, Inc. (Gulftex). Our president, Tim Burroughs, owns 50% of the common stock of Gulftex. In the past, no compensation was paid to Gulftex or Tim Burroughs for the ownership of Gulftex or for the management activities conducted by Gulftex. However, we pay Gulftex $800.00 per month for the activities conducted by them in operating our wells. Effective April 1, 2008, we sold these wells to Gulftex. In addition, we entered into a services agreement with Gulftex effective June 1, 2007 whereby the Company provides administrative support services to Gulftex for approximately $8,016 per month.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate fees billed by our independent auditors, for professional services rendered for the audit of our annual financial statements on Form 10-K and the reviews of the financial reports included in our Quarterly Reports on Form 10-Q for the years ended November 30, 2008 and 2007 amounted to $27,000 and $110,000, respectively.

Tax Fees

No fees were billed by our auditors for professional services in connection with tax compliance, tax advice or tax planning for the years ended November 30, 2008 and 2007.

All Other Fees

No fees were billed by our auditors for products and services other than those described above under “Audit Fees” and “Tax Fees” for the year ended November 30, 2008 and 2007.

Board of Directors Pre-Approval Policies and Procedures

In December 2003, the Board of Directors adopted polices and procedures for pre-approving all audit and non-audit services provided by our independent auditors prior to the engagement of the independent auditors with respect to such services. Under the policy, our independent auditors are prohibited from performing certain non-audit services and are pre-approved to perform certain other non-audit and tax related services provided that the aggregate fees for such pre-approved non-audit and tax related services do not exceed a pre-set minimum.

PART IV

ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS
NUMBER				EXHIBIT
	31.1			Certification of our President, Chief Executive Officer and Principal Financial Officer, under Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1			Certification of our President, Chief Executive Officer and Principal Financial Officer, under Section 906 of the Sarbanes-Oxley Act of 2002.
				REPORTS ON FORM 8-K
				a. Form 8-K Current Report, Items 4.01 and 9.01 filed January 18, 2008
				b. Form 8-K Current Report, Items 4.01 and 9.01 filed July 23, 2008
				c. Form 8-K Current Report, Items 4.01 and 9.01 filed October 17, 2008

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 12th day of November 2009.

TBX RESOURCES, INC.

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

In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated, on the 12th day of November 2009. The registrant currently has no members of its Board of Directors and the individual signing below is the registrant’s highest ranking officer.

Signature		Capacity
/s/ Tim Burroughs		President, Chief Executive Officer and Chief Financial Officer
Tim Burroughs