<PAGE>   1
                                  UNITED STATES
                         SECURITIES EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         COMMISSION FILE NUMBER 0-30746

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                               TBX RESOURCES, INC.
                               -------------------
                 (Name of Small Business Issuer in its charter)


                 Texas                                     75-2592165
     ---------------------------------                 -------------------
     (State or other jurisdiction                      (I.R.S. Employer
     of incorporation or organization)                 Identification No.)


 12300 Ford Road, Suite , Dallas, TX                          75234
----------------------------------------               -------------------
(Address of principal executive offices)                   (Zip Code)


          Tim Burroughs, 12300 Ford Road, Suite , Dallas, Texas 75234
          -----------------------------------------------------------
                    (Name and address of agent for service)


                                  972-243-2610
                                  ------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of each class      AMOUNT TO BE            PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
of securities to be      REGISTERED              OFFERING PRICE PER      AGGREGATE OFFERING       REGISTRATION FEE
registered                                       UNIT                    PRICE

<S>                      <C>                     <C>                     <C>                      <C>
COMMON STOCK             305,000 SHARES          $0.70                   $213,500.00              $53.38
</TABLE>


* PURSUANT TO RULE 457, THE OFFERING PRICE PER UNIT WAS DETERMINED BY TAKING THE
AVERAGE OF THE BID AND ASKED PRICE FOR OUR COMMON STOCK AS OF JUNE 4, 2001.

                                  JUNE 5, 2001



                                        1

<PAGE>   2



               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed in (a) through (c) below are incorporated by
reference in this registration statement. All documents subsequently filed by us
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange act of
1934 (the "Exchange Act"), prior to the filing of a post -effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part herefrom from the date
of filing of such documents.

         (A) Our latest annual report, filed pursuant to Section 13(a) or 15(d)
of the Exchange Act, or either:(1) our latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933 (the "Act") that contains audited
financial statements for our latest fiscal year for which such statements have
been filed, or (2) our effective registration statement on Form 10.

         (B) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registration
documents referred to in (A) above.

         (C) The description of our common stock contained in a registration
statement filed under the Act, including any amendment or report filed for the
purpose of updating such description.

DESCRIPTION OF SECURITIES.

         Our common stock has been registered under section 12(g) with the
Securities and Exchange Commission on Form 10SB, to which reference is made for
all purposes, so that any further description thereof is not necessary.

INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our Bylaws provide that we shall indemnify our officer or directors
against expenses incurred in connection with the defense of any action in which
they are made parties by reason of being our officers or directors except in
relation to matters as to which such director or officer shall be adjudged in
such action to be liable for negligence or misconduct in the performance of his
duty. One of our officers or directors could take the position that this duty on
our behalf to indemnify the director or officer may include the duty to
indemnify the officer or director for the violation of securities laws.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to our directors, officers and controlling persons pursuant to our
Articles of Incorporation, Bylaws, Texas law or otherwise, we have been advised
that in the opinion of the Securities and


                                        2

<PAGE>   3


Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by us of
expenses incurred or payed by one of our directors, officers or controlling
persons and the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of its counsel the
matter has been settled by a controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

EXHIBITS.

         Not applicable.

UNDERTAKINGS.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement, shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling



                                        3

<PAGE>   4



person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue


SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirement for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, Texas on June 5, 2001.


(Registrant)                        TBX Resources, Inc.

By (Signature and Title):           /s/ Tim Burroughs
                                    ---------------------------------------
                                    Tim Burroughs, President


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and in the City of Dallas, Texas on June 5, 2001.


By (Signature and Title):           /s/ Joe Ayres
                                    ---------------------------------------
                                    Joe Ayres, Director





                                        4
[{"type": "S-8", "sequence": "1", "filename": "d88176s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 9627}]
{"company-data": {"conformed-name": "TBX RESOURCES INC", "cik": "0001108645", "assigned-sic": "1382", "irs-number": "752592165", "state-of-incorporation": "TX", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62344", "film-number": "1654706"}, "business-address": {"street1": "12300 FORD RD SUITE 265", "city": "DALLAS", "state": "TX", "zip": "75234", "phone": "9722432610"}}
1
                                  UNITED STATES
                         SECURITIES EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                         COMMISSION FILE NUMBER 0-30746

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               TBX RESOURCES, INC.
                               -------------------
                 (Name of Small Business Issuer in its charter)

                 Texas                                     75-2592165
     ---------------------------------                 -------------------
     (State or other jurisdiction                      (I.R.S. Employer
     of incorporation or organization)                 Identification No.)

 12300 Ford Road, Suite , Dallas, TX                          75234
----------------------------------------               -------------------
(Address of principal executive offices)                   (Zip Code)

          Tim Burroughs, 12300 Ford Road, Suite , Dallas, Texas 75234
          -----------------------------------------------------------
                    (Name and address of agent for service)

                                  972-243-2610
                                  ------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of each class      AMOUNT TO BE            PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
of securities to be      REGISTERED              OFFERING PRICE PER      AGGREGATE OFFERING       REGISTRATION FEE
registered                                       UNIT                    PRICE
COMMON STOCK             305,000 SHARES          $0.70                   $213,500.00              $53.38
* PURSUANT TO RULE 457, THE OFFERING PRICE PER UNIT WAS DETERMINED BY TAKING THE
AVERAGE OF THE BID AND ASKED PRICE FOR OUR COMMON STOCK AS OF JUNE 4, 2001.

                                  JUNE 5, 2001

                                        1
2

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION OF DOCUMENTS BY REFERENCE.

         The documents listed in (a) through (c) below are incorporated by
reference in this registration statement. All documents subsequently filed by us
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange act of
1934 (the "Exchange Act"), prior to the filing of a post -effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part herefrom from the date
of filing of such documents.

         (A) Our latest annual report, filed pursuant to Section 13(a) or 15(d)
of the Exchange Act, or either:(1) our latest prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933 (the "Act") that contains audited
financial statements for our latest fiscal year for which such statements have
been filed, or (2) our effective registration statement on Form 10.

         (B) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registration
documents referred to in (A) above.

         (C) The description of our common stock contained in a registration
statement filed under the Act, including any amendment or report filed for the
purpose of updating such description.

DESCRIPTION OF SECURITIES.

         Our common stock has been registered under section 12(g) with the
Securities and Exchange Commission on Form 10SB, to which reference is made for
all purposes, so that any further description thereof is not necessary.

INTEREST OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Our Bylaws provide that we shall indemnify our officer or directors
against expenses incurred in connection with the defense of any action in which
they are made parties by reason of being our officers or directors except in
relation to matters as to which such director or officer shall be adjudged in
such action to be liable for negligence or misconduct in the performance of his
duty. One of our officers or directors could take the position that this duty on
our behalf to indemnify the director or officer may include the duty to
indemnify the officer or director for the violation of securities laws.

         Insofar as indemnification for liabilities arising under the Act may be
permitted to our directors, officers and controlling persons pursuant to our
Articles of Incorporation, Bylaws, Texas law or otherwise, we have been advised
that in the opinion of the Securities and

                                        2
3

Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by us of
expenses incurred or payed by one of our directors, officers or controlling
persons and the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of its counsel the
matter has been settled by a controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

EXHIBITS.

         Not applicable.

UNDERTAKINGS.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement, shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling

                                        3
4

person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue

SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirement for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, Texas on June 5, 2001.

(Registrant)                        TBX Resources, Inc.

By (Signature and Title):           /s/ Tim Burroughs
                                    ---------------------------------------
                                    Tim Burroughs, President

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and in the City of Dallas, Texas on June 5, 2001.

By (Signature and Title):           /s/ Joe Ayres
                                    ---------------------------------------
                                    Joe Ayres, Director

                                        4