UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTIONProxy Statement Pursuant to Section 14(a) OF THE SECURITIESof the Securities

EXCHANGE ACT OF
Exchange Act of 1934 (Amendment No.)

Filed by the Registrant þx

Filed by a Party other than the Registrant o

Check the appropriate box:

   
o  Preliminary Proxy Statement   
o  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þx  Definitive Proxy Statement
o  Definitive Additional Materials
o  Soliciting Material Pursuant to Section 240.14a-11c§240.14a-11c or Section 240.14a-12§240.14a-12

TBX RESOURCES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þNo fee required.
 
oFee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

     (1)Title of each class of securities to which transaction applies:

     (2)Aggregate number of securities to which transaction applies:

     (3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

     (4)Proposed maximum aggregate value of transaction:

     (5)Total fee paid:

oFee paid previously with preliminary materials.
 
oCheck box if any part of the fee is offset as provided by Exchange Act Rule  0-11( a)0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

     (1)Amount Previously Paid:

     (2)Form, Schedule or Registration Statement No.:

     (3)Filing Party:

     (4)Date Filed:

TABLE OF CONTENTS

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
SECTION 16(a) BENEFICIAL OWNERSHIP
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PRINCIPAL ACCOUNTING FEES AND SERVICES
PROPOSAL I
PROPOSAL II Majority Vote to Amend Articles of Incorporation
PROPOSAL III Election of Directors
GENERAL
EXHIBIT A
EXHIBIT B

TBX Resources, Inc.
3030 LBJ Freeway, Suite 1320
Dallas, Texas 75234

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS
To Be Held November 2, 2004August 31, 2005

To Our Stockholders:

      Notice is hereby given that the Annuala Special Meeting of Stockholders of TBX Resources, Inc. will be held at the Club Corp Building Conference Center, 3030 LBJ Freeway, Dallas, Texas 75234 on November 2, 2004,August 31, 2005, at 8:30 A.M. Central StandardDaylight Time, for the following purposes:

       1. To amend our Articles of Incorporation to effect a one-for-ten reverse stock split of all outstanding (but not all authorized) shares of the Company’s common stock; and
      2. To amend our Articles of Incorporation to provide that the Articles of Incorporation may be amended by a majority vote of issued and outstanding shares; and
      3. To elect one directortwo directors to hold office for a term of one year and until his successor istheir successors are elected and qualified; and
 
       2.4. To consider and take action upon such other matters as may properly come before the meeting or any adjournment or adjournments thereof.

      The close of business on September 17, 2004Wednesday, July 20, 2005 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the meeting.

      All stockholders are cordially invited to attend the meeting. Whether or not you expect to attend, you are requested to sign, date and return the enclosed proxy promptly in the accompanying envelope, which requires no postage if mailed in the United States.

 By Order of the Board of Directors
 
 /s/TIM BURROUGHS
 
 Tim Burroughs,
 President and Director

Dallas, Texas
October 5, 2004July 29, 2005

TABLE OF CONTENTS

ANNUAL MEETING OF STOCKHOLDERS
PRINCIPAL STOCKHOLDERS
ELECTION OF DIRECTORS
Additional Information Concerning the Board of Directors
DIRECTOR COMPENSATION
EXECUTIVE COMPENSATION
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Audit Fees
Financial Information Systems Design and Implementation Fees
GENERAL
STOCKHOLDER PROPOSALS

PROXY STATEMENT

 
ANNUALSPECIAL MEETING OF STOCKHOLDERS

       This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of TBX Resources, Inc. (the “Company”) of proxies to be voted at the AnnualSpecial Meeting of Stockholders to be held at the Club Corp Building Conference Center, 3030 LBJ Freeway, Dallas, Texas 75234, on November 2, 2004,Wednesday, August 31, 2005, at 8:30 A.M. Central StandardDaylight Time, and at any adjournment thereof, for the purposes set forth in the foregoing Notice of AnnualSpecial Meeting of Stockholders. The persons named in the enclosed proxy form will vote the shares for which they are appointed in accordance with the directions of the stockholders appointing them. If the enclosed form of proxy is properly executed and returned, the shares of Common Stock represented thereby will be voted in accordance with the instructions thereon. If no instructions are indicated thereon, such shares will be voted in favor of the actions described in this Proxy Statement and for the election of the nominee set forth under the caption “Election of Directors.”Statement. Any stockholder giving such a proxy may revoke it at any time before it is exercised in any manner permitted by law.

      Only holders of shares of Common Stock of record at the close of business on September 17, 2004July 20, 2005 are entitled to vote at the meeting. On the record date, the Company had outstanding and entitled to vote 30,772,53733,272,537 shares of Common Stock, each entitled to one vote upon all matters to be acted upon at the meeting. A majority in interest of the outstanding Common Stock, to be represented at the meeting in person or by proxy, shall constitute a quorum. The affirmative vote of a plurality of the Common Stock so represented is necessary to elect the nominee for election as directors. The affirmative vote of 662/3 of the Common Stock so represented is necessary to approve the amendments to the Articles of Incorporation. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum for the transaction of business. If a stockholder, present in person or by proxy, abstains on any matter, the stockholder’s Common Stock will not be voted on such matter. Thus, an abstention from voting on any matter has the same legal effect as a vote “against” the matter even though the stockholder may interpret such action differently. Accordingly, except for determining the presence or absence of a quorum for the transaction of business, broker non-votes are not counted for any purpose in determining whether a matter has been approved.

      The principal executive offices of the Company are located 3030 LBJ Freeway, Suite 1320, Dallas, Texas 75234. The Company expects to mail this Proxy Statement and the accompanying form of proxy on or about October 5, 2004.July 29, 2005.

PRINCIPAL STOCKHOLDERSDIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The

      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 table sets forth certain information concerning stock ownershiptheir election or appointment and until their successors have been duly elected and qualified. Our officers are elected by and serve at the pleasure of all personsour Board of Directors.
      As the Company has only one Director, the Board of Directors has no Audit, Compensation, or Nominating Committee. Mr. Burroughs, as sole Director, makes decisions in his best judgment regarding audit matters, executive compensation, and in identifying and evaluating candidates for nomination to the Board of Directors. This nomination process is based on individuals known by, or introduced to, Mr. Burroughs. Mr. Burroughs has not applied any particular or unique qualification for nomination but rather examines the Companybackground and experience of each candidate using his business judgment. In general, Mr. Burroughs requires that a nominee should possess the highest personal and professional ethics, integrity, and values. Nominees must possess practical wisdom, mature judgment, and be committed to own beneficially 5% or more of the outstanding sharesbest long-term interests of the Company’s Common Stock, each directoremployees, customers, and shareholders. In addition, Directors must be willing to devote sufficient time to fulfill their responsibilities and be willing to serve on the Board for an extended period of time. There are no third parties that receive compensation related to identifying and evaluating candidates.
      The basis for the view of the Board of Directors at this time that it is appropriate for the Company not to have a Nominating Committee is twofold: first, the Company has only one Board member and therefore provisions regarding a committee are believed to be superfluous at this time; and second, at such time as the Company does acquire one or two additional Board members, the size of the Company each executive officerand the small size of the Board makes a Nominating Committee unnecessarily formal in the judgment of the Board of Directors. Mr. Burroughs anticipates that the entire Board of Directors will perform those functions as additional directors are elected. As stated above, Mr. Burroughs is currently the only director who participates in the consideration of director nominees and Mr. Burroughs nominated the directors described in this Proxy Statement for election.
      Neither the Company, nor the Board of Directors, nor Mr. Burroughs has adopted a Nominating Committee Charter. The Board of Directors believes that due to the size of the Company named under “Executive Compensation” and all officers and directorsthe size of the Board of Directors, as well as the anticipated small increase in the size of the Board, a Nominating Committee Charter is unnecessarily formal.
      Although the Company asdoes not have a group asNominating Committee, Mr. Burroughs performs the tasks typically associated with a Nominating Committee. Based on its review of September 17, 2004:
          
Name of BeneficialAmount and Nature ofPercent of
Holder or Identity of GroupBeneficial Ownership(1)Class(2)
Tim Burroughs(1)  3,065,896   9.96%
 c/o TBX Resources, Inc.
12300 Ford Road, Suite 194
Dallas, Texas 75234		        
Burroughs Family Trust(2)  5,000,000   16.25%
 c/o TBX Resources, Inc.
12300 Ford Road, Suite 194
Dallas, Texas 75234		        
Samuel Warren  3,378,316   10.98%
 5 Cindywood Street
Texarkana, TX 75503		        
Total Officers, Directors and Affiliates as a group(two persons)(3)  11,444,212   37.19%

(1) Effective December 1, 1999, we entered into an employment agreement with our President, Mr. Burroughs, whereby Mr. Burroughs shall receive stock options good for five years from the date of issuance to purchase up to 500,000 shares of our common stock each year at a price which shall not be greater than 50% of the average bid price for our common stock during the previous year. This right to purchase cumulates so that if Mr. Burroughs does not purchase the shares to which he is entitled from a year, that amount of shares that are not purchased is added to the previous number of shares that Mr. Burroughs may purchase. The result is that Mr. Burroughs shall have the right to acquire an additional 2,500,000 shares of our common stock over a five-year period. Mr. Burroughs currently owns 1,565,896 shares of our common stock and is also currently entitled to purchase 1,500,000 additional shares pursuant to his employment agreement, which results in Mr. Burroughs owning or being currently entitled to purchase a total of 3,065,896 shares of our common stock.
(2) The beneficiary of the Burroughs Family Trust is Becca Burroughs, the daughter of Tim Burroughs, our President.
(3) Percentages are based on 30,772,537 shares of Common Stock issued and outstanding as of September 17, 2004.
the applicable rules of The Nasdaq National Market governing committee membership, the Board believes that Mr. Burroughs is not considered independent.

Recommendations by Shareholders. Mr. Burroughs will consider candidates for directors recommended by shareholders who follow the proper procedures in submitting the recommendation. Mr. Burroughs will consider candidates recommended by shareholders using the same criteria it applies to candidates recommended by directors. To be considered for election at an annual meeting, the recommendation must be submitted no later than December 31 of the year prior to the year in which the meeting will be held. The recommendation must by in writing addressed to the Corporate Secretary and must include the following: (i) statement that the writer is a stockholder and is proposing a candidate for consideration by the Board; (ii) name and contact information for the candidate; (iii) statement of the candidate’s business and educational experience; (iv) information regarding each of the factors listed above (other than the factor regarding board size and composition) sufficient to enable the Board of Directors to evaluate the candidate; (v) statement detailing any relationship between the candidate and any competitor of the Company; (vi) detailed information about any relationship or understanding between the writer and the candidate; and

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ELECTION OF DIRECTORS

The Board of Directors is elected each year to hold office for a one (1) year term and until their successors are duly elected and qualified. The term of office of the current directors expires at the 2004 Annual Meeting. The accompanying form of proxy will be voted for the election of the nominee listed below, who is now a director, unless the proxy contains contrary instructions. Management has no reason to believe(vii) statement that the nominee will become unable or unwillingcandidate is willing to be considered and is willing to serve as director. However,a director if the nominee should become unable or unwilling to serve as director, the proxy will be voted for the election of such person or persons as shall be designated by the director. Our Company is in the process of attempting to locatenominated and recruit additional directors to serve on the board.elected.

       
NameAgePosition
  
NameAgePosition
Tim Burroughs  4445  President and Director
Sherri Cecotti 40Secretary/Treasurer

Tim Burroughs

      TIM BURROUGHS is the President, Chief Financial Officer and founder of TBX Resources, Inc. Mr. Burroughs has been our President and Chairman of the Board of DirectorsChief 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 President and Chief Financial Officer of our Company, Mr. Burroughs is also the President of Petroleum Holdings, Inc., Marketing Research Group, Inc. and Sweetwater Land & Oil Co.American Eagle Services, Inc. These companies were all organized by Mr. Burroughs in 1997 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. Mr. Burroughs is also the sole shareholder of Gulftex Operating, Inc., an oil and gas operating company whichthat performs services on behalf of TBX and from which Mr. Burroughs does not receive any immediate financial gain, but does not precludebenefits financially. See “Certain Relationships and Related Transactions.”
      SHERRI CECOTTI is the possibilitySecretary-Treasurer and recently 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 an assistant store manager in their central installation office. From 1992-1998 Ms. Cecotti was operations manager for Marshall Fields in Dallas, Texas.
Nominees for Director.
      JEFFREY REYNOLDS, age 47, has been President of future benefits.Broadway Operating Company in Lubbock, Texas since 1991, and has also been a partner with J. Reynolds and Associates, Ltd. since 1999. Mr. Reynolds is a member of the Million Dollar Round Table. Mr. Reynolds has experience in both the insurance and oil and gas businesses.
      SAM WARREN, age 63, has been the owner and president of Drill Pipe Industries, Inc. for more than the past 5 years. Drill Pipe Industries is in the business of manufacturing, buying, and selling drill pipes for use in the oil and gas industry and also buys and sells other oilfield equipment.

Additional Information Concerning the Board of Directors

     The Company does not have a standing audit, nominating or compensation committee. During 2003, each Director attended at least 75 percent of the total of the Board meetings that he was obligated to attend. Additionally, it is the Board’s policy that every Director and nominee for Director should make every effort to attend the Company’s annual meeting of Shareholders. All of the Company’s Directors attended the 2003 annual meeting. Shareholders of the Company may contact the Board of Directors by mail addressed as follows: Board of Directors, c/o TBX Resources, Inc., Attn: Chairman, 3030 LBJ Freeway, Suite 1320, Dallas, Texas 75234.

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DIRECTOR COMPENSATION

Directors who are not salaried officers of the Company are entitled to receive fees of $100.00 per meeting. During fiscal year ended November 30, 2003, no Director received any such fee.

EXECUTIVE COMPENSATION

The following table sets forth the compensation awarded to, earned by, or paid to the executive officers named:

             
Name and PositionYearAnnual SalaryBonus
Tim Burroughs(1)  2002   150,000.00   -0- 
President  2003   150,000.00   -0- 
Sherri Cecotti(2)  2002   36,500.00   -0- 
Secretary/ Treasurer  2003   48,000.00   -0- 

(1) Effective December 1, 1999, we entered into an employment agreement with our President, Mr. Burroughs, whereby Mr. Burroughs shall receive stock options good for five years from the date of issuance to purchase up to 500,000 of our common stock each year at a price which shall not be greater than 50% of the average bid price for our common stock during the previous quarter.

(2) Sherri Cecotti, age 40, 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 an assistant store manager in their central installation office. From 1992-1998 Ms. Cecotti was operations manager for Marshall Fields in Dallas, Texas.

SECTION 16(a) BENEFICIAL OWNERSHIP

REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s executive officers, directors and persons who beneficially own more than 10% of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Based solely on the Company’s review of such forms furnished to the Company and written representations from certain reporting persons, the Company believes that all filing requirements applicable to the Company’s executive officers, directors and greater than 10% beneficial owners were complied with.

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SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTSEXECUTIVE COMPENSATION

      The Company doesfollowing table sets forth the compensation awarded to, earned by, or paid to the executive officers named:
              
Name and Position Year Annual Salary Bonus
       
Tim Burroughs,  2003  $150,000  $-0- 
 President  2004  $150,000  $-0- 
Sherri Cecotti,  2003  $48,000  $-0- 
 Secretary/ Treasurer  2004  $48,000  $5,000 
      Effective December 1, 1999, we entered into an employment agreement with our President, Mr. Burroughs, whereby Mr. Burroughs shall receive stock options good for five years from the date of issuance to purchase up to 500,000 of our common stock each year at a price which shall not presently have an audit committee but is in the process of attempting to locate and recruit sufficient independent and qualified board members to constitute an audit committee.

     On January 31, 2004, the Registrant dismissed James A. Moyers, CPA (“Moyers”) as its independent accountant.

     On January 31, 2004, the Registrant retained James George Somma, CPA (“Somma”) as its independent accountant. The decision to engage Somma as set forth above and to dismiss James A. Moyers, CPA was approved by the board of directorsbe greater than 50% of the Registrant.

     The Company did not consult with Somma with regardaverage bid price for our common stock during the previous quarter. Mr. Burroughs exercised his option to any matter concerningpurchase the application of accounting principles to any specific transactions, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s financial statements prior to engaging the firm.

     Moyers’ reportscommon stock on the Registrant’s financial statements for the fiscal years ended November 30, 20022004.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      The following table sets forth the stock ownership of the officers, directors and 2001 did not contain an adverse opinion or disclaimershareholders holding more than 5% of opinion, nor were they qualified or modifiedthe common stock of TBX Resources as to uncertainty, audit scope or accounting principles.of April 30, 2005:
             
    Amount Percent of
Title of Class Name and Address of Owner Owned Class
       
Common Stock Tim Burroughs(1)
3330 LBJ Freeway
Suite 1320
Dallas, TX 75234		  4,065,896   12.22%
Common Stock Tim Burroughs
Family Tr(2)
12300 Ford Road, Ste 194
Dallas, Texas 75234		  5,000,000   15.03%
Common Stock Samuel Warren
5 Cindywood Street
Texarkana, TX 75503		  3,378,316   10.15%
(1) Effective December 1, 1999, we entered into an employment agreement with our President, Mr. Burroughs, whereby Mr. Burroughs shall receive stock options good for five years from the date of issuance to purchase up to 500,000 shares of our common stock each year at a price which shall not be greater than 50% of the average bid price for our common stock during the previous year. This right to purchase accumulates so that if Mr. Burroughs does not purchase the shares to which he is entitled from a year, that amount of shares that are not purchased is added to the previous number of shares that Mr. Burroughs may purchase. The result is that Mr. Burroughs shall have the right to acquire an additional 2,500,000 shares of our common stock over a five-year period. Mr. Burroughs currently owns 4,065,896 shares of our common stock after exercising his option to purchase 2,500,000 on November 30, 2004. Mr. Burroughs current contract is extended for an additional year or until a new contract can be executed in 2005.
(2) The beneficiary of the Burroughs Family Trust is Becca Burroughs, the daughter of Tim Burroughs, our President.

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     During the fiscal years ended November 30, 2002 and 2001, and the subsequent interim period through August 31, 2003, (i) there were no disagreements with Moyers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Moyers, would have caused them to make reference to the subject matter

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
      All of the disagreementsoperations conducted in connectionthe field on behalf of our company are conducted by Gulftex Operating, Inc. Our president, Tim Burroughs, owns all of the common stock of Gulftex Operating, Inc. In the past, no compensation was paid to Gulftex Operating, Inc. or Tim Burroughs for the ownership of Gulftex Operating, Inc. or for the management activities conducted by Gulftex Operating, Inc. However, we pay Gulftex Operating, Inc., $800.00 per month for the activities conducted by Gulftex Operating, Inc., in operating our wells. In addition, during the fourth quarter of the previous fiscal year, Gulftex Operating contracted with their reportour Company to perform management and (ii) there were no “reportable events” as defined in Item 304(a)(I)(v) of Regulation S-K.

     A representative of James G. Somma is expecteddrilling supervision services on a well-by-well basis. The Company anticipates that it will continue to be present atprovide these services for the annual meeting, with the opportunity to make a statement, if he or she desires to do so, and is expected to be available to respond to appropriate questions.

If, prior to the next annual meeting of stockholders, such firm shall decline to act or otherwise become incapable of acting, or if the Board of Directors shall otherwise discontinue its engagement, the Board of Directors will appoint other independent auditors.foreseeable future.

PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees

The aggregate fees billed or expected to be billed by James G. Sommaour independent auditors, for professional services rendered for the audit of the Company’sour annual financial statements for the fiscal year ended November 30, 2003on Form  10-KSB and the reviews of the financial statementsreports included in the Company’sour Quarterly Reports on Form 10-QSB for the fiscalyears ended November 30, 2004 and 2003 amounted to $45,000 and $46,000, respectively.
     Tax Fees
      The aggregate fees billed by our auditors for professional services rendered for tax compliance, tax advice and tax planning for the years ended November 30, 2004 and 2003 amounted to $5,000 and $5,000 respectively. Such services consisted of U.S. federal, state and local tax planning,; review of federal, state, local income, franchise, and other tax returns; tax advice and assistance regarding statutory, regulatory or administrative developments.
     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 totaled approximately $20,000.00.

Financial Information Systems Designended November 30, 2004 and Implementation Fees2003.

     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. All audit services, audit-related services, tax services and other services provided by James G. Somma, CPA did not perform any financial information systems design and implementation services forhave been pre-approved by the Company for the fiscal year ended November 30, 2003.

Board of Directors.

PROPOSAL I
Reverse Stock Split
The Board of Directors has consideredrecommended that TBX reverse split its outstanding and determinedissued shares at a ratio of one (1) share for each current ten (10) shares issued. For example, if a stockholder currently holds 1000 shares of TBX common stock before the split, they would own 100 shares after the split. If approved by the stockholders the reverse split would reduce our issued and outstanding common stock shares from 33,272,537 to 3,327,254.

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      The following table sets forth the high and low closing prices of our stock on the OTC Bulletin Board for the periods indicated:
         
Quarter Low Bid High Bid
     
Quarter ending February 2005 $0.28  $0.32 
Quarter ending May 2005 $0.14  $0.17 
Quarter ending August 2005 $—  $— 
Quarter ending November 2005 $—  $— 
         
Quarter Low Bid High Bid
     
Quarter ending February 2004 $0.03  $0.05 
Quarter ending May 2004 $0.02  $0.04 
Quarter ending August 2004 $0.01  $0.03 
Quarter ending November 2004 $0.03  $0.13 
         
Quarter Low Bid High Bid
     
Quarter ending February 2003 $0.45  $0.09 
Quarter ending May 2003 $0.35  $0.08 
Quarter ending August 2003 $0.04  $0.08 
Quarter ending November 2003 $0.03  $0.05 
         
Quarter Low Bid High Bid
     
Quarter ending February 2002 $0.15  $0.24 
Quarter ending May 2002 $0.29  $0.40 
Quarter ending August 2002 $0.24  $0.29 
Quarter ending November 2002 $0.07  $0.10 
      The closing price for our Common Stock on the OTC Bulletin Board on July 6, 2005 was $0.21.
      The Board of Directors believes that James G. Somma’s provisionthe relatively low per share market price of non-audit servicesour Common Stock impairs the acceptability of our Common Stock to institutional investors and other members of the investing public. Theoretically, the number of shares outstanding should not, by itself, affect the marketability of the Common Stock, the type of investor who acquires it or the Company’s reputation in the financial community. In practice, however, this is not necessarily the case, as many institutional investors look upon low-priced stock as unduly speculative in nature and, as a matter of policy, avoid investment in such stocks. In addition, option and derivative instrument exchanges prohibit contracts on stocks selling for under certain prices per share.
      The proposed reverse stock split is intended to result in a higher per share market price for the Common Stock that will, in turn, increase investor interest and alleviate the reluctance of brokerage firms to handle transactions in our stock, although there can be no assurance that it will have this effect.
      The proposed reverse stock split is also intended to facilitate lending transactions as well as make the Company a more attractive investment vehicle for privately negotiated transactions.
      There can be no assurance, moreover, that the market price of the Common Stock after the proposed reverse stock split will reflect the proposed reverse stock split, or that the post-split price will either exceed or remain in excess of the current market price.
What are the mechanics of the reverse stock split?
      If Proposal I is approved at the Special Meeting, the reverse stock split will become effective upon the acceptance for record of the amendment to our charter, the Articles of Incorporation. At that time, ten shares of pre-split Old Common Stock will represent one share of post-split New Common Stock.
      Because of the reduction in the actual number of shares of Common Stock outstanding after the reverse stock split, stockholders will be required to exchange their certificates representing shares of the pre-split Old

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Common Stock for new certificates representing shares of post-split New Common Stock. Stockholders will be furnished the necessary materials and instructions to effect such exchange at the appropriate time by our transfer agent. Stockholders should not submit any certificates until requested to do so.
      No scrip or fractional shares of New Common Stock will be issued. Accordingly, stockholders who would otherwise be entitled to receive fractional shares of New Common Stock will receive one additional share for each fractional share in lieu thereof. Under Texas law, stockholders will not be entitled to appraisal rights with respect to the reverse stock split or the issuance of stock for their fractional shares, if any.
      After the reverse stock split, the par value of the New Common Stock will remain $.01 per share. As a result of the reverse stock split, on the effective date of the reverse stock split, the stated capital on our balance sheet attributable to our common stock will be reduced in proportion to the size of the reverse stock split, and the additional paid-in capital account will be credited by the same amount by which the stated capital is reduced. Therefore, a vote for the approval of the reverse stock split will also be a vote for the approval of a reduction in our stated capital. Our stockholders’ equity, in the aggregate, will remain unchanged.
      The following chart summarizes the Company’s capitalization before and after the reverse split:
         
  Before After
     
Shares Issued and Outstanding  33,272,537   3,327,254 
Shares Authorized and Reserved  100,000,000   100,000,000 
Shares Authorized and Unreserved  100,000,000   100,000,000 
      Before the reverse split, the Company had available 66,727,463 shares for issuance and after the split will have 96,672,746 shares available for issuance, thus potentially further diluting the existing shareholders’ interests. We have no present plans, proposals, or arrangements, written or otherwise, to issue any additional shares. If we do issue additional shares at some point in the future, the percentage ownership of existing shareholders would be reduced and therefore shareholders would experience dilution.
      The Company has not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the federal income tax consequences of the reverse stock split. The Company, however, believes that the reverse stock split will constitute a reorganization pursuant to Section 368(a)(1)(E) of the Internal Review Code of 1986, as amended, and that because the reverse stock split is compatible with maintaining James G. Somma’s independence.not part of a plan to periodically increase a stockholder’s proportionate interest in the assets or earnings and profits of the Company, the reverse stock split will have the following federal income tax effects:
      1. A stockholder will not recognize gain or loss on the exchange. In the aggregate, the stockholder’s basis in the new shares will equal his basis in the old shares.
      2. A stockholder’s holding period for the new shares will be the same as the holding period of the old shares exchanged therefor.
      3. The Company will not recognize any gain or loss as a result of the reverse stock split.
      The proposed amendment is attached hereto as Exhibit A.
PROPOSAL II
Majority Vote to Amend Articles of Incorporation
      Under Texas law, a super-majority (662/3) vote is required to amend a corporation’s Articles of Incorporation, subject to different provisions as provided by the Articles of Incorporation. Many states, including Delaware and Nevada, only provide for a simple majority vote to amend the charter.
      The Board of Directors believes that the Company would benefit from changing from a supermajority to a simple majority vote requirement in several ways. If Proposal II is approved, a majority of the outstanding shares of voting capital stock entitled to vote on the matter will be required in order to amend the Company’s Articles of Incorporation. In order to eliminate the costs and management time involved in holding a special

GENERAL7

meeting and in order to effect amendments as early as possible in order to accomplish the purposes of the Company, the Company will be able utilize the written consent of the majority shareholders of the Company rather than holding a meeting. In addition, the written consent procedure significantly shortens the time necessary to accomplish the amendment.
      The proposed amendment is attached hereto as Exhibit B.
PROPOSAL III
Election of Directors
      One person currently serves on the Board and is expected to continue to serve until the annual meeting. Unless contrary instructions are set forth in the Proxy, it is intended that the persons named in the Proxy will vote all shares of stock represented by the Proxy for the election as directors of Messrs. Reynolds and Warren. The two directors elected at the special meeting will each serve for a term expiring on the date of the annual meeting in 2005. Directors of the Company are elected annually and hold office until their successors have been elected and qualified or their earlier resignation or removal. Should any nominee become unavailable for election, the Board of Directors of the Company may designate another nominee, in which case the persons acting under duly executed proxies will vote for the election of the replacement nominee, although management is not aware of any circumstances likely to render any nominee unavailable for election. Election of directors will be by a plurality of the votes cast. A stockholder may, in the manner set forth in the enclosed Proxy card, instruct the proxy holder not to vote that stockholder’s shares of stock for one or more of the named nominees. The proxies solicited hereby cannot be voted for a number of persons greater than the number of nominees named herein. The Articles of Incorporation of the Company, as amended to date, does not permit cumulative voting. For information regarding the nominees for directors of the Company see “Management of the Company.”
THE BOARD OF DIRECTORS URGES YOU TO VOTE FOR EACH OF THE PROPOSALS SET FORTH ABOVE.
GENERAL
      The management of the Company does not know of any matters, other than those stated in this Proxy Statement, which are to be presented for action at the meeting. If any other matters should properly come before the meeting, proxies will be voted on these other matters in accordance with the best judgment of the persons appointed to vote the proxies.

      The Company will bear the cost of preparing, assembling and mailing all proxy materials that may be sent to the stockholders in connection with this solicitation. In addition to the solicitation of proxies by use of the mails, officers and regular employees of the Company may solicit proxies, for no additional compensation, by telephone. The Company does not expect to pay any compensation for the solicitation of proxies.

     The Annual Report of the Company for the fiscal year ended November 30, 2003 is being mailed with this Proxy Statement to stockholders entitled to vote at the meeting. A copy of the Company’s Annual Report on Form 10-KSB for its fiscal year ended November 30, 2003, as filed with the Securities and Exchange Commission, will be furnished without charge to any stockholder upon written request to TBX Resources, Inc., 3030 LBJ Freeway, Suite 1320, Dallas, Texas 75234, Attn: Investor Relations.

5

STOCKHOLDER PROPOSALS

     All proposals of stockholders intended to be presented at the Company’s next Annual Meeting of Stockholders must be received at the Company’s executive office no later than March 1, 2005, for inclusion in the proxy statement and form of proxy related to that meeting.

 By Order of the Board of Directors
 
 /s/TIM BURROUGHS
 
 Tim Burroughs,
 President and Director

Dated: July 29, 2005

Dated: October 5, 2004

68

EXHIBIT A
      If the proposal entitled “Item 1. To amend our Articles of Incorporation to effect a one-for-ten reverse stock split of all outstanding (but not all authorized) shares of the Company’s common stock” is approved by the affirmative vote of two-thirds of the issued and outstanding shares of Common Stock, then Article II of the Articles of Incorporation (as amended) of the corporation will be amended by adding the following language as a new paragraph, to read, in its entirety, as follows:
      “Each ten (10) shares of previously authorized Common Stock of the corporation, par value $0.01 per share, issued and outstanding immediately prior to the time of the filing and recording of these Articles of Amendment (“Amendment”) in the Office of the Secretary of State of the State of Texas, shall, upon the filing and recording of this Amendment in the Office of the Secretary of State of the State of Texas, thereby and thereupon automatically be combined without any further action into one (1) validly issued, fully paid and nonassessable share of Common Stock of the corporation, par value $0.01 per share. Further, every right, option and warrant to acquire ten (10) shares of Common Stock of the corporation, outstanding immediately prior to the time of filing and recording of this Amendment in the Office of the Secretary of State of the State of Texas, shall upon filing and recording of this Amendment in the Office of the Secretary of State of the State of Texas, thereby and thereupon automatically be converted without any further action into the right to acquire one (1) share of Common Stock of the corporation, upon the terms of the right, option or warrant, except that the purchase price of the Common Capital Stock, upon exercising the right, option or warrant, shall be proportionately increased. The corporation shall not issue fractional shares with respect to the combination or conversion. To the extent that a shareholder holds a number of shares of Common Stock immediately prior to the filing and recording of this Amendment that is not evenly divisible by ten (10), such shareholder shall receive one additional share of Common Stock for each fractional share otherwise issuable. As a result of this Amendment, the corporation’s Common stock account will be reduced from (a) $0.01 multiplied by the number of shares of Common Capital Stock issued and outstanding prior to the filing and recording of the Amendment to (b) $0.01 multiplied by the number of shares of Common Capital Stock issued and outstanding immediately after the filing and recording of the Amendment. The Capital in excess of par value account will be credited with the amount by which the Common stock account is reduced. The number of shares of authorized Common Capital Stock of the Corporation will remain at 100,000,000 and will not be affected by the Amendment.”

EXHIBIT B
      If the proposal entitled “Item 2. To amend our Articles of Incorporation to provide that the Articles of Incorporation may be amended by a majority vote of issued and outstanding shares” is approved by the affirmative vote of two-thirds of the issued and outstanding shares of Common Stock, then Article Nine will be amended by adding the following paragraph at the end of Article Nine with the following new paragraph, such new paragraph to read, in its entirety, as follows:
      “Section 9.03.Amendments to Articles of Incorporation. Amendments to the Corporation’s Articles of Incorporation shall be adopted upon receiving the affirmative vote of the holders of at a majority of the outstanding shares entitled to vote thereon, unless any class or series of shares is entitled to vote thereon as a class, in which event the proposed amendment shall be adopted upon receiving the affirmative vote of the holders of at least a majority of the shares within each class or series of outstanding shares entitled to vote thereon as a class and of at least a majority of the total outstanding shares entitled to vote thereon.”

PROXYTBX RESOURCES, INC.PROXY

3030 LBJ Freeway, Suite 1320

Dallas, Texas 75234

Annual
Special Meeting of Stockholders
August 31, 2005
November 2, 2004

This Proxy is solicited on behalf of the Board of Directors.

     The undersigned stockholder of TBX Resources, Inc., a company organized under the laws of the State of Texas, hereby appoints Tim Burroughs, President, and Sherri Cecotti, Secretary, as Proxies, each with the power to appoint his substitute and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of Common Stock of TBX Resources, Inc. held of record by the undersigned on September 17, 2004July 20, 2005 at the AnnualSpecial Meeting of Stockholders to be held on November 2, 2004,August 31, 2005, at 8:30 A.M. Central StandardDaylight Time or at any adjournment thereof.

(Continued and to be signed and dated on reverse side)

SEE REVERSE SIDE

/Please Detach and Mail in the Envelope Provided /

Please date, sign and mail your proxy card back as soon as possible!

Ax Please mark your votes as in this example.

       
FORAGAINSTWITHHOLD
AUTHORITY
1.To amend the Articles of Incorporation to effect a one-for-ten reverse stock split of all outstanding (but not all authorized) shares of Common Stock.ooo
FORAGAINSTWITHHOLD
AUTHORITY
2.
To amend the Articles of Incorporation to reduce the required percentage vote to Amend the Articles of Incorporation from 662/3 to a simple majority.
ooo

FORWITHHOLD
AUTHORITY
FORAUTHORITY
1. 3.To elect o o Nominee:  Tim BurroughsJeffrey Reynolds
ooNominee:  Sam Warren

2.3. In their discretion the proxies are authorized to vote upon such other business as may properly come before the meeting.

   
o Check here for address change
 NEW ADDRESS
  

     THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEESPROPOSALS LISTED ABOVE.

     Date sign and return the Proxy card promptly using the enclosed envelope.

   
 --------------------------------------------
SIGNATURE(S)
  --------------------------------------------
DATE
  --------------------------------------------
SIGNATURE, IF HELD JOINTLY
  --------------------------------------------
DATE

NOTE: When shares are held by joint tenants, both should sign. When signing as attorney, executor, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.