U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: January 7, 2005 TIDELANDS OIL & GAS CORPORATION ------------------------------- (Exact Name of registrant as specified in its Charter) Nevada 0-29613 66-0549380 ---------------------- ------------------- ------------------ State of Incorporation Commission File No. I.R.S. Employer Identification No. 1862 West Bitters Rd. San Antonio, TX 78248 ---------------------------------------- ----------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, ( 210 ) 764 - 8642 ----------- ------------- ----------- (Registrant's former name and address) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions below: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240-14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)) ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES. On January 3, 2004, we authorized the issuance of Five Hundred Thousand (500,000) common shares of restricted stock to Michael Ward, our president, under the terms of his employment agreement. We valued the restricted stock grant at $0.302 per share. We relied on Section 4(2) for the securities transaction exemption afforded by the Securities Act of 1933, as amended. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TIDELANDS OIL & GAS CORPORATION Dated: January 7, 2005 /s/ Michael Ward ------------------------------- By: Michael Ward Title: President