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: March 4, 2005
TIDELANDS OIL & GAS CORPORATION
(Exact Name of registrant as specified in its Charter)
Nevada 0-29613 66-0549380
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State of Incorporation Commission File No. I.R.S. Employer
Identification No.
1862 West Bitters Rd. San Antonio, TX 78248
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,( 210 ) 764 - 8642__
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(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 February 1, 2005, 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 $0.40 per share. The shares were issued on March 2, 2005.
On February 1, 2005, we authorized the issuance of 500,000 shares of
common stock to Impact International, LLC pursuant to cashless exercise
provisions of their Warrant Agreement. We valued the transaction at $0.40 per
share. The shares were issued on March 2, 2005.
We relied on Section 4(2) as 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: March 4, 2005
/s/ Michael Ward
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By: Michael Ward
Title: President