tide-s8pos4252008.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
TIDELANDS
OIL AND GAS CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
|
Nevada
|
|
66-0549380
|
|
(State
or Other Jurisdiction of Incorporation
or Organization)
|
|
(I.R.S.
Employer Identification
Number)
|
1862 West Bitters
Rd.
San Antonio, Texas
78248
(Address
of Principal Executive Office)
2008 Stock Option
Plan
(Full
title of the plan)
James Smith
1862 West Bitters
Rd.
San Antonio, Texas
78248
(Name
and address of agent for service)
Telephone: (210) 764 -
8642
(Telephone
number, including area code, of agent for service)
Large
accelerated filer o Accelerated
filer o
Non-accelerated
filer o Smaller
reporting company o
CALCULATION
OF REGISTRATION FEE
|
Title
of
Securities
To Be
Registered
|
Amount
Being
Registered(1)
|
Proposed
Maximum
Offering
Price
Per
Share(2)
|
Proposed
Maximum
Aggregate
Offering
Price(2)
|
Amount
of
Registration
Fee
|
|
Common
Stock, par value $0.001 per share
|
25,000,000
|
$0.05
|
$1,250,000
|
$49.13
|
|
TOTAL
|
$49.13
|
|
(1)
|
Pursuant
to Rule 416 under the Securities Act of 1933, as amended, the number of
shares of the issuer’s Common Stock registered hereunder will be adjusted
in the event of stock splits, stock dividends or similar
transactions.
|
|
(2)
|
Estimated
solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(h), on the basis of the average of the high and low
prices for a share of common stock as reported by the Over-The-Counter
Bulletin Board.
|
PART
I
ITEM
1. PLAN INFORMATION
The
documents containing the information specified in Item 1 will be sent or given
to participants in the 2008 Stock Option Plan, as specified by Rule 428(b)(1) of
the Securities Act of 1933, as amended (the “Securities Act”). Such documents
are not required to be and are not filed with the Securities and Exchange
Commission (the “SEC”) either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
ITEM
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Upon
written or oral request, any of the documents incorporated by reference in Item
3 of Part II of this Registration Statement (which documents are incorporated by
reference in this Section 10(a) Prospectus), other documents required to be
delivered to eligible employees, non-employee directors and consultants,
pursuant to Rule 428(b) are available without charge by contacting:
James
Smith
1862 West
Bitters Rd.
San
Antonio, Texas 78248
(210) 764
- 8642
EXPLANATORY
NOTE
Pursuant
to General Instruction C of Form S-8, the resale prospectus filed as part of
this Registration Statement has been prepared in accordance with the
requirements of Part I of Form S-3 and may be used for reofferings and resales
of registered shares of common stock which have been issued upon the grants of
common stock and/or options to purchase shares of common stock to executive
officers and directors of Tidelands Oil and Gas Corporation.
RESALE
PROSPECTUS
25,000,000
SHARES OF COMMON STOCK OF
TIDELANDS
OIL AND GAS CORPORATION
This
Resale Prospectus relates to the offer and sale of up to 25,000,000 shares of
our common stock from time to time by selling stockholders of shares of our
common stock. The common stock is issuable to the selling stockholders from time
to time under the Plan.
Our
common stock is traded on the Over-The-Counter Bulletin Board under the symbol
“TIDE.” On April 16, 2008, the closing price of a share of our common
stock was $0.05 per share.
We will
not receive any of the proceeds from the sales by the selling stockholders. The
common stock may be sold from time to time by the selling stockholders either
directly in private transactions, or through one or more brokers or dealers, or
any other market or exchange on which the common stock is quoted or listed for
trading, at such prices and upon such terms as may be obtainable. These sales
may be at fixed prices (which may be changed), at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices.
Upon any
sale of the common stock, by a selling stockholder and participating agents,
brokers, dealers or market makers may be deemed to be underwriters as that term
is defined in the Securities Act, and commissions or discounts or any profit
realized on the resale of such securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
No
underwriter is being utilized in connection with this offering. We will pay all
expenses incurred in connection with this offering and the preparation of this
Resale Prospectus.
INVESTING
IN OUR COMMON STOCK INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE
2.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS RESALE
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date
of this Resale Prospectus is April 26, 2008
| |
Page |
|
|
1
|
|
|
6
|
|
|
6
|
|
|
7
|
|
|
7
|
|
|
7
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|
10
|
|
|
10
|
You
should rely only on the information contained in this Resale Prospectus or any
supplement. We have not authorized anyone to provide you with information
different from that which is contained in or incorporated by reference to this
Resale Prospectus. The information contained in this Resale Prospectus is
accurate only as of the date of this Resale Prospectus, regardless of the time
of delivery of this Resale Prospectus or of any sale of the common
stock.
Any
investment in our securities involves a high degree of risk. You
should carefully consider the following information about these risks, together
with the other information contained in this prospectus, before you decide to
buy our securities.
Financial
Condition Risks
We
have a history of operating losses and expect operating losses for the
foreseeable future.
We
incurred significant historical losses and we expect to incur losses for the
foreseeable future. For the year ended December 31, 2007, we lost
$11,834,333 and for the year ended December 31, 2006, we lost $11,836,925. These
losses were caused primarily by:
|
·
|
financing
costs in connection with acquisitions made in prior years and the issuance
of convertible debentures;
|
|
·
|
limited
volumes of gas transported through the international pipeline
crossing;
|
|
·
|
pre-development
and operating expenses associated with the development of additional
pipeline, LNG, and storage projects in Texas, Mexico and
California;
|
|
·
|
idle
assets not producing revenue, such as the gas plant and associated
pipeline;
|
|
·
|
default
interest penalties regarding a convertible debenture
financing;
|
|
·
|
expenses
of litigation defense and disposition of unprofitable and non-core
business segments; and
|
|
·
|
increased
employee related salaries, stock-based compensation and related
costs.
|
We
lack sufficient capital to fund operations for the balance of 2008.
At
December 31, 2007, we had current assets of $924,722, current liabilities of
$12,512,248 and a working capital deficit of $11,587,526. We believe
that we will require approximately $150,000 of working capital per month which
requires that we obtain approximately $1,350,000 of capital to meet working
capital needs for 2008. We do not have any credit facilities in place
nor do we have any commitments for equity investments. Accordingly,
we will be reliant upon best efforts debt and/or equity financings to fund
working capital needs. We cannot give any assurance that this
additional financing could be obtained on attractive terms or at all. Lack of
funding could force us to curtail substantially, or cease, our
operations.
We
will need to discharge $1,850,000 of current liabilities in 2008.
After
giving effect to the Sonterra transaction in January 2008 and the WTG
transaction in March 2008, the Company has approximately $1,850,000 of current
notes payable, accounts payable and accrued expenses that require payment or
other satisfaction during 2008. This amount is in addition to the
$1,350,000 of working capital required in 2008. We will need to raise
capital or issue shares of our common stock to discharge these
obligations. Failure to satisfy these obligations on a timely basis
will adversely affect our financial condition.
Our
financial statements have been prepared assuming that we will continue as a
going concern.
The
financial statements included in this report have been prepared on the basis
that we will continue as a going concern, which assumes the realization of
assets and the satisfaction of liabilities in the normal course of business. We
have incurred significant accumulated losses as of December 31, 2007. We do not
expect to generate sufficient revenue to meet our cash requirements for the next
twelve months. We will need to raise additional capital to continue meeting
operational expenses. Our independent auditors have added an explanatory
paragraph to their report of our financial statements for the year ended
December 31, 2007 stating that our net losses, lack of revenues and dependence
on our ability to raise additional capital to continue our existence, raise
substantial doubt about our ability to continue as a going concern. We estimate
that in order to pay outstanding accounts payable, accrued expenses, current
maturities of promissory notes and fund ongoing operations, the Company will
need to raise additional capital in the approximate amount of $3,200,000 during
the remainder of calendar year 2008. If we are not successful in
raising sufficient additional capital, we may not be able to continue as a going
concern, our stockholders may lose their entire investment in us.
We
do not expect to generate revenue for the foreseeable future.
The
Frontera and Esperanza projects will not result in revenues for the Company for
the foreseeable future, if at all. Accordingly, the Company will
continue to rely upon external sources of best-efforts financings to fund
working capital requirements for the foreseeable future. Any equity financings
will result in substantial dilution to our then-existing stockholders given the
current market price for our common stock. Sources of debt financing may result
in higher interest expense. Any financing, if available, may be on terms
unfavorable to the Company.
Business
Risks
Cheniere
has the ability, in its sole discretion, to determine to cease development of
the Burgos Hub Project.
Cheniere
has the sole managerial authority and right to make all decisions regarding the
continuation, financing and general development of the Burgos Hub
Project. Accordingly, there can be no assurance that the Burgos Hub
project will be developed or, if it is developed, that it will be developed to
the extent described herein.
There
is no assurance that Frontera can obtain financing for and regulatory approval
of completion of the Burgos Hub project.
The
Burgos Hub project will require significant financing, of which there is no
assurance that Cheniere will provide, or obtain, the required financing in order
to complete the development of this project. Likewise, completion of
this project requires regulatory approval that is subject to factors outside of
our control.
The Esperanza project
is in preliminary stages and there can be no assurance that the project can be
completed.
The
Company lacks the capital resources to develop the Esperanza project and the
development of this project will be dependent upon our obtaining a financial
partner, of which there can be no assurance that we can negotiate acceptable
terms, if at all. The permitting and development of the Esperanza
project will require federal and state regulatory approval, of which there is no
assurance that we can obtain such approvals. Accordingly, the
completion of the Esperanza project is subject to numerous contingencies outside
of our control.
We
face competition from entities that are better capitalized and have larger
resources.
We will
be competing with other established operators in our market. Many of these
companies have greater capital, marketing and other resources than we do. There
can be no assurance that we will successfully differentiate ourselves from our
competitors. Market entry by any significant competitor may have an adverse
effect on our business strategy.
We
operate in highly competitive markets in competition with several different
companies.
We face
strong competition in our geographic areas of operations. Our competitors
include major integrated oil companies, interstate and intrastate pipelines. We
compete with integrated companies that have greater access to raw natural gas
supply and are less susceptible to fluctuations in price or volume, and some of
our competitors that have greater financial resources may have an advantage in
competing for acquisitions or other new business opportunities.
Growing
our business by constructing new pipelines and LNG regasification facilities
subjects us to construction risks and there is no guaranty that raw natural gas
supplies will be available upon completion of the facilities.
One of
the ways we intend to grow our business is through the construction of additions
to our existing gathering systems, modification of our existing gas processing
plant and construction of new processing facilities. The construction of
gathering and processing facilities requires the expenditure of significant
amounts of capital, which may exceed our expectations. Generally, we may have
only limited raw natural gas supplies committed to these facilities prior to
their construction. Moreover, we may construct facilities to capture anticipated
future growth in production in a region in which anticipated production growth
does not materialize. As a result, there is the risk that new facilities may not
be able to attract enough raw natural gas to achieve our expected investment
return, which could adversely affect our results of operations and financial
condition.
Our
business is dependent upon prices and market demand for natural gas, which are
beyond our control and have been extremely volatile.
We are
subject to significant risks due to fluctuations in commodity prices, primarily
with respect to the prices of gas that we may own as a result of our
transportation and distribution activities. The markets and prices
for residue gas depend upon factors beyond our control. These factors include
demand for oil, and natural gas, which fluctuate with changes in market and
economic conditions and other factors, including:
|
·
|
the
impact of weather on the demand for oil and natural
gas;
|
|
·
|
the
level of domestic oil and natural gas
production;
|
|
·
|
the
availability of imported oil and natural
gas;
|
|
·
|
the
availability of local, intrastate and interstate transportation
systems;
|
|
·
|
the
availability and marketing of competitive
fuels;
|
|
·
|
the
impact of energy conservation efforts;
and
|
|
·
|
the
extent of governmental regulation and
taxation.
|
We
generally do not own the land on which our pipelines are constructed and we are
subject to the possibility of increased costs for the loss of land
use.
We
generally do not own the land on which our pipelines are constructed. Instead,
we obtain the right to construct and operate the pipelines on other people's
land for a period of time. If we were to lose these rights, our business could
be affected negatively.
Our
business projects subject us to state and federal government regulations,
including environmental laws, which could adversely affect our
business.
Our
business is regulated by certain local, state and federal laws and regulations
relating to the exploration for, and the development, production, marketing,
pricing, transportation and storage of, natural gas and oil. We are also subject
to extensive and changing environmental and safety laws and regulations
governing plugging and abandonment, the discharge of materials into the
environment or otherwise relating to environmental protection. In addition, we
are subject to changing and extensive tax laws, and the effect of newly enacted
tax laws cannot be predicted. The implementation of new, or the modification of
existing, laws or regulations, including regulations which may be promulgated
under the Oil Pollution Act of 1990, could have a material adverse effect on the
Company. In recent years, FERC has pursued pro-competition policies
in its regulation of interstate natural gas pipelines. However, we cannot assure
you that FERC will continue this approach as it considers proposals by pipelines
to allow negotiated rates not limited by rate ceilings, pipeline rate case
proposals and revisions to rules and policies that may affect rights of access
to natural gas transportation capacity.
Governmental
Regulation of our pipelines could increase our operating
costs.
The
FERC’s oversight of entities subject to the NGA includes the regulation of
rates, entry and exit of service, acquisition, construction and abandonment of
transmission facilities, and accounting for regulatory purposes. The
implementation of new laws or policies that would subject us to regulation by
the FERC under the NGA could have a material adverse effect on our financial
condition and operations. Similarly, changes in the method or circumstances of
operation, or in the configuration of facilities, could result in changes in our
regulatory status. In addition, we are subject to federal and state safety laws
that dictate the type of pipeline, quality of pipe protection, depth, methods of
welding and other construction-related standards. Litigation or
governmental regulation relating to environmental protection and operational
safety may result in substantial costs and liabilities.
Our
business involves hazardous substances and may be adversely affected by
environmental regulation.
Many of
the operations and activities of our proposed facilities are subject to
significant federal, state and local environmental laws and regulations. These
include, for example, laws and regulations that impose obligations related to
air emissions and discharge of wastes from our facilities and the cleanup of
hazardous substances that may have been released at properties currently or
previously owned or operated by us or locations to which we have sent wastes for
disposal. Various governmental authorities have the power to enforce compliance
with these regulations and the permits issued under them, and violators are
subject to administrative, civil and criminal penalties, including civil fines,
injunctions or both. Liability may be incurred without regard to fault for the
remediation of contaminated areas. Private parties, including the owners of
properties through which our gathering systems pass, may also have the right to
pursue legal actions to enforce compliance as well as to seek damages for
non-compliance with environmental laws and regulations or for personal injury or
property damage.
There is
inherent risk of the incurrence of environmental costs and liabilities in the
business of handling natural gas and other petroleum products, air emissions,
historical industry operations, waste disposal. In addition, the possibility
exists that stricter laws, regulations or enforcement policies could
significantly increase our compliance costs and the cost of any remediation that
may become necessary. We cannot assure you that we will not incur material
environmental costs and liabilities. Furthermore, we cannot assure you that our
insurance will provide sufficient coverage in the event an environmental claim
is made against us.
Our
business may be adversely affected by increased costs due to stricter pollution
control requirements or liabilities resulting from non-compliance with required
operating or other regulatory permits. New environmental regulations might
adversely affect our products and activities, including processing, storage and
transportation, as well as waste management and air emissions. Federal and state
agencies also could impose additional safety requirements, any of which could
affect our profitability.
Our
pipelines may be subject additional costs and liabilities related to
environmental and safety regulations.
Our
pipeline operations are subject to various federal, state and local
environmental, safety, health and other laws, which can increase the cost of
planning, designing, installing and operating such facilities. There can be no
assurance that costs and liabilities relating to compliance will not be incurred
in the future. Moreover, it is possible that other developments, such as
increasingly strict environmental and safety laws, regulations and enforcement
policies thereunder, and claims for damages to property or persons resulting
from our operations, could result in additional costs to and liabilities for
us.
Our
business operations are also subject to regulatory actions by state and federal
authorities in Mexico.
Frontera
will be involved in the development of infrastructure projects through its
wholly owned Mexican entity, Terranova, in Mexico. The risk of indirect or
regulatory actions by state or federal authorities in Mexico which may inhibit,
delay, hinder or block projects under development in Mexico is very high given
the history of operations conducted by past businesses other than the Company in
Mexico. There is a substantial risk that a set of actions taken by commission or
omission by the various actors in the public, private, nongovernmental and/or
social sectors could negatively impact a project or investment in Mexico. The
legal system employed in Mexico is dramatically different in its structure and
method of operation compared to the common law foundation present in the United
States of America. The level of legal protection afforded investors by the North
American Free Trade Agreement has not materially improved from a foreign
investor's viewpoint.
There can
be no assurance that a commercially viable project will be completed due to the
above factors which could result in commercial competitors trying to circumvent
the market system through the exploitation of undocumented, extra-official
channels of influence that constitute unfair competition. Federal, state and
local authorities are not well coordinated in their legal protections and
improper influence and competition may arise from any level of government to
disrupt or destroy the commercial viability of investments by foreign
investors.
Our
pipeline system operations will be subject to operational hazards and unforeseen
interruptions.
The
proposed operations of our pipeline systems are subject to hazards and
unforeseen interruptions, including natural disasters, adverse weather,
accidents or other events, beyond our control. A casualty occurrence might
result in injury and extensive property or environmental damage. Although we
intend to maintain customary insurance coverages for gathering systems of
similar capacity, we can offer no assurance that these coverages will be
sufficient for any casualty loss we may incur.
There
are many operational risks related to our natural gas operations.
The
natural gas business involves certain operating hazards. The availability of a
ready market for our natural gas products also depends on the proximity of
reserves to, and the capacity of, natural gas gathering systems, pipelines and
trucking or terminal facilities. As a result, substantial liabilities to third
parties or governmental entities may be incurred, the payment of which could
reduce or eliminate the funds available for exploration, development or
acquisitions or result in the loss of our properties. In accordance with
customary industry practices, we maintain insurance against some, but not all,
of such risks and losses. We do not, and likely will not, carry business
interruption insurance. The occurrence of such an event not fully covered by
insurance could have a material adverse effect on our financial condition and
results of operations.
Our
business involves many hazards and operational risks, some of which may not be
covered by insurance.
Our
operations will be subject to the many hazards inherent in the gathering,
compressing, treating and processing of raw natural gas and NGLs and storage of
residue gas, including ruptures, leaks and fires. These risks could result in
substantial losses due to personal injury and/or loss of life, severe damage to
and destruction of property and equipment and pollution or other environmental
damage and may result in curtailment or suspension of our related operations. We
will likely not be fully insured against all risks incident to our proposed
business. If a significant accident or event occurs that is not fully insured,
it could adversely affect our operations and financial condition.
OTC
Bulletin Board Market Risks
Trading
in our common stock on the OTC Bulletin Board may be limited.
Our
common stock trades on the OTC Bulletin Board. The OTC Bulletin Board is not an
exchange. Trading of our securities on the OTC Bulletin Board is sporadic and
volatile. You may have difficulty reselling any of our common stock
shares.
There
has been a volatile public market for our common stock and the price of our
stock may be subject to fluctuations.
We cannot
assure you that a liquid transparent trading market for our common stock will
develop or be sustained. You may not be able to resell your shares at or above
the price you paid for them. The market price of our common stock is likely to
be volatile and could be subject to fluctuations in response to factors such as
the following, most of which are beyond our control:
|
·
|
the
operations, regulatory, market and other risks discussed in this
section;
|
|
·
|
announcements
by us or our competitors of significant contracts, acquisitions, strategic
partnerships, joint ventures or capital
commitments;
|
|
·
|
announcements
by third parties of significant claims or proceedings against us;
and
|
|
·
|
future
sales of our common stock.
|
In
addition, the market for our stock has from time to time experienced extreme
price and volume fluctuations. These broad market fluctuations may adversely
affect the market price of our common stock.
Our
common stock is subject to penny stock regulation.
Our
common stock is subject to regulations of the Securities and Exchange Commission
relating to the market for penny stocks. The Securities Enforcement and Penny
Stock Reform Act of 1990 (the "Reform Act") also requires additional disclosure
in connection with any trades involving a stock defined as a "penny stock"
(generally, according to recent regulations adopted by the Commission, any
equity security that has a market price of less than $5.00 per share, subject to
certain exceptions), including the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith. These regulations generally require broker-dealers
who sell penny stocks to persons other than established customers and accredited
investors to deliver a disclosure schedule explaining the penny stock market and
the risks associated with that market. These regulations also impose various
sales practice requirements on broker-dealers. The regulations that apply to
penny stocks may severely affect the market liquidity for our securities and
that could limit your ability to sell your securities in the secondary
market.
WHERE YOU CAN FIND MORE INFORMATION
The
Company files annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the “Commission”). You
can inspect, read and copy these reports, proxy statements and other information
at the public reference facilities the Commission maintains at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
You can
also obtain copies of these materials at prescribed rates by writing to the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. You can obtain information on the operation of the public reference
facilities by calling the SEC at 1-800-SEC-0330. The Commission also maintains a
web site http://www.sec.gov
that makes available reports, proxy statements and other information regarding
issuers that file electronically with it.
We have
filed with the SEC a Registration Statement on Form S-8 under the Securities Act
of 1933, as amended, to register with the SEC the shares of our common stock
described in this Resale Prospectus. This Resale Prospectus is part of that
Registration Statement and provides you with a general description of the Shares
being registered, but does not include all of the information you can find in
the Registration Statement or the exhibits. You should refer to the Registration
Statement and its exhibits for more information about us and the Shares being
registered.
The SEC
allows us to “incorporate by reference” information into this Resale Prospectus,
which means that we can disclose important information to you by referring to
another document filed separately by us with the SEC. The information
incorporated by reference is deemed to be part of this Resale Prospectus, except
for information superseded by this prospectus. This Resale Prospectus
incorporates by reference the documents set forth below that we have previously
filed with the SEC as of their respective filing dates. These documents contain
important information about us and our finances.
|
(1)
|
The
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2007, filed on April 15, 2008, as amended on April 18,
2008;
|
|
(2)
|
Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2007, filed on May
18, 2007, as amended on January 23, 2008; June 30, 2007, filed on August
20, 2007, as amended on January 23, 2008; and September 30, 2007, filed on
November 19, 2007;
|
|
(3)
|
Current
Reports on Form 8-K, filed on February 6, 2008; and Form 8-K/A filed on
April 9, 2008, amending an 8-K filed on April 4,
2008
|
All
documents filed by Tidelands Oil and Gas Corporation with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, subsequent to the date of this Registration Statement and prior to
the termination of the offering to which it relates shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated by reference or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that the statement is modified or
superseded by any other subsequently filed document which is incorporated or is
deemed to be incorporated by reference herein. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement. Nothing in this Registration
Statement shall be deemed to incorporate information furnished by us but not
filed with the SEC pursuant to Items 2.02, 7.01 or 9.01 of Form
8-K.
NOTE REGARDING FORWARD LOOKING STATEMENTS
Included
in this Resale Prospectus are “forward-looking” statements, as well as
historical information. Although we believe that the expectations
reflected in these forward-looking statements are reasonable, we can give no
assurance that the expectations reflected in these forward-looking statements
will prove to be correct. Our actual results could differ materially from those
anticipated in forward-looking statements as a result of certain factors,
including matters described in the section titled “Risk Factors.”
Forward-looking statements include those that use forward-looking terminology,
such as the words “anticipate,” “believe,” “estimate,” “expect,” “intend,”
“may,” “project,” “plan,” “will,” “shall,” “should,” and similar expressions,
including when used in the negative. Although we believe that the
expectations reflected in these forward-looking statements are reasonable and
achievable, these statements involve risks and uncertainties and no assurance
can be given that actual results will be consistent with these forward-looking
statements. Important factors that could cause our actual results,
performance or achievements to differ from these forward-looking statements
include the factors described in the “Risk Factors” section and elsewhere in
this Resale Prospectus.
All
forward-looking statements attributable to us are expressly qualified in their
entirety by these and other factors. We undertake no obligation to update
or revise these forward-looking statements, whether to reflect events or
circumstances after the date initially filed or published, to reflect the
occurrence of unanticipated events or otherwise.
Any
investment in our securities involves a high degree of risk. You
should carefully consider the following information about these risks, together
with the other information contained in this prospectus, before you decide to
buy our securities.
We will
not receive any proceeds from the sale of shares which may be sold pursuant to
this Resale Prospectus for the respective accounts of the selling stockholders.
All such proceeds, net of brokerage commissions, if any, will be received by the
selling stockholders. See “Selling Stockholders” and “Plan of
Distribution.”
Dilution
represents the difference between the offering price and the net tangible book
value per share immediately after completion of this offering. Net tangible book
value is the amount that results from subtracting total liabilities and
intangible assets from total assets. Dilution arises mainly as a result of our
arbitrary determination of the offering price of the shares being offered.
Dilution of the value of the shares you purchase is also a result of the lower
book value of the shares held by our existing shareholders.
As of
December 31, 2007, the net tangible book value of our common stock was
(1,075,504) or (0.017) per share, based upon 178,739,345 shares outstanding on
April 1, 2008. Due to the nature of the 2008 Stock Option Plan, the
purchase price paid by our officer, directors, employees and consultants under
the 2008 Stock Option Plan is variable, as is the purchase price paid by the
public upon the resale by our officer, directors, employees and consultants of
our common stock. The following tables show the dilution based
upon a resale price of our common stock at $0.05 per share.
Without taking into account any changes
in the pro forma net tangible book value prior to the this offering, other than
to give effect to the issuance of 25,000,000 shares at an offering price of
$0.05 per share (based upon the closing price of our common stock on April 16,
2008) and the application of the net proceeds of $1,250,000, the pro forma net
tangible book value of the Company’s common stock after this offering will be
$(7,024,496) or $(0.092) per share. Consequently, based on the above
assumptions, the purchasers of the common stock offered hereby will sustain an
immediate substantial dilution (i.e., the difference between the purchase price
of $0.05 per share of common stock and the net tangible book value per share)
after the offering of $0.448 per share. The following table illustrates such
dilution:
|
Per
Share Price
|
|
$ |
005 |
|
|
Per
Share Pro Forma Net Tangible Book Value as of June 30, 2007
|
|
$ |
(0017 |
) |
|
Per
Share Increase Attributable to New Investors
|
|
$ |
0109 |
|
|
Per
Share Pro Forma Net Tangible Book Value After the Offering
|
|
$ |
0092 |
|
|
Per
Share Dilution to New Investors
|
|
$ |
0448 |
|
The
selling stockholders will be our current or future officers, directors,
consultants and employees who acquire shares of our common stock pursuant
to the Plan and are considered our “affiliates” as that term is defined in the
federal securities laws. The selling stockholders may from time to time resell
all, a portion, or none of the shares of our common stock covered by this Resale
Prospectus.
As of the
date of this Prospectus, no shares of common stock were subject to existing
options under the Plan, and 25,000,000 were available for future
grants.
The
Shares may be sold from time to time by the selling stockholders, or by
pledgees, donees, transferees or other successors in interest. Such sales may be
made on one or more exchanges or in the over-the-counter market, or otherwise,
at prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The shares may be sold by one or
more of the following, without limitation:
|
(a)
|
a
block trade in which the broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the block as
principal to facilitate the
transaction;
|
|
(b)
|
purchases
by a broker or dealer as principal and resale by such broker or dealer or
for its account pursuant to the Resale Prospectus, as
supplemented;
|
|
(c)
|
an
exchange distribution in accordance with the rules of such exchange;
and
|
|
(d)
|
ordinary
brokerage transactions and transactions in which the broker solicits
purchasers.
|
|
(1)
|
the
selling stockholder and sales to and through other broker-dealers or
agents that participate with the selling stockholder in the sale of the
shares may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with these sales. In that event, any
commissions received by the broker-dealers or agents and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities
Act.
|
In
addition, any securities covered by this Resale Prospectus that qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant
to this Resale Prospectus, as supplemented. From time to time, the selling
stockholder may engage in short sales, short sales against the box, puts and
calls and other transactions in our securities or derivatives thereof, and may
sell and deliver the shares in connection therewith. Sales may also take place
from time to time through brokers pursuant to pre-arranged sales plans intended
to qualify under SEC Rule 10b5-1.
There
is no assurance that the selling stockholder will sell all or any portion of the
shares covered by this Resale Prospectus.
All
expenses of registration of the common stock, other than commissions and
discounts of underwriters, dealers or agents, shall be borne by us. As and when
we are required to update this Resale Prospectus, we may incur additional
expenses.
General
We are authorized to issue 250,000,000
shares of common stock, $.001 par value
Common
Stock
As of April 1, 2008, there were
178,739,345 shares of common stock issued and outstanding that was held of
record by approximately 102 stockholders.
The
holders of common stock are entitled to one vote per share with respect to all
matters required by law to be submitted to stockholders. The holders
of common stock have the sole right to vote, except as otherwise provided by law
or by our certificate of incorporation, including provisions governing any
preferred stock. The common stock does not have any cumulative
voting, preemptive, subscription or conversion rights. Election of
directors and other general stockholder action requires the affirmative vote of
a majority of shares represented at a meeting in which a quorum is
represented. The outstanding shares of common stock are validly
issued, fully paid and non-assessable.
Subject
to the rights of any outstanding shares of preferred stock, the holders of
common stock are entitled to receive dividends, if declared by our board of
directors out of funds legally available. In the event of
liquidation, dissolution or winding up of the affairs of Tidelands Oil and Gas
Corporation, the holders of common stock are entitled to share ratably in all
assets remaining available for distribution to them after payment or provision
for all liabilities and any preferential liquidation rights of any preferred
stock then outstanding.
Nevada
anti-takeover statue and charter provisions.
Nevada anti-takeover
statue. Nevada’s “Business Combinations” statute, Sections
78.411 through 78.444 of the Nevada Revised Statutes, which applies to Nevada
corporations having at least 200 shareholders which have not opted-out of the
statute, prohibits an “interested shareholder” from entering into a
“combination” with the corporation, unless certain conditions are met. A
“combination” includes (a) any merger or consolidation with an “interested
shareholder”, or any other corporation which is or after the merger or
consolidation would be, an affiliate or associate of the interested shareholder,
(b) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition of assets, in one transaction or a series of transactions, to or
with an “interested shareholder,” having (i) an aggregate market value
equal to 5% or more of the aggregate market value of the corporation’s assets
determined on a consolidated basis, (ii) an aggregate market value equal to
5% or more of the aggregate market value of all outstanding shares of the
corporation or (iii) representing 10% or more of the earning power or net
income of the corporation determined on a consolidated basis, (c) any
issuance or transfer of shares of the corporation or its subsidiaries, to any
interested shareholder, having an aggregate market value equal to 5% or more of
the aggregate market value of all the outstanding shares of the corporation,
except under the exercise of warrants or rights to purchase shares offered, or a
dividend or distribution paid or made pro rata to all shareholders of the
corporation, (d) the adoption of any plan or proposal for the liquidation
or dissolution of the corporation proposed by or under any agreement,
arrangement or understanding, whether or not in writing, with the “interested
shareholder,” (e) certain transactions which would have the effect of
increasing the proportionate share of outstanding shares of the corporation
owned by the “interested shareholder,” or (f) the receipt of benefits,
except proportionately as a shareholder, of any loans, advances or other
financial benefits by an “interested shareholder”.
An
interested shareholder is a person who (i) directly or indirectly
beneficially owns 10% or more of the voting power of the outstanding voting
shares of the corporation or (ii) an affiliate or associate of the
corporation which at any time within three years before the date in question was
the beneficial owner, directly or indirectly, of 10% or more of the voting power
of the then outstanding shares of the corporation.
A
corporation to which the statute applies may not engage in a combination within
three years after the interested shareholder acquired its shares, unless the
combination or the interested shareholder’s acquisition of shares was approved
by the board of directors before the interested shareholder acquired the shares.
If this approval was not obtained, then after the three-year period expires, the
combination may be consummated if all the requirements in the corporation’s
Articles of Incorporation are met and either (a)(i) the board of directors of
the corporation approves, prior to the “interested shareholder’s” date of
acquiring shares, or as to which the purchase of shares by the “interested
shareholder” has been approved by the corporation’s board of directors before
that date or (ii) the combination is approved by the affirmative vote of
holders of a majority of voting power not beneficially owned by the “interested
shareholder” at a meeting called no earlier than three years after the date the
“interested shareholder” became such or (b) the aggregate amount of cash
and the market value of consideration other than cash to be received by holders
of common shares and holders of any other class or series of shares meets the
minimum requirements set forth in Sections 78.411 through 78.443 of the Nevada
Revised Statutes, inclusive, and prior to the consummation of the combination,
except in limited circumstances, the “interested shareholder” will not have
become the beneficial owner of additional voting shares of the
corporation.
Nevada
law permits a Nevada corporation to “opt out” of the application of the Business
Combinations statute by inserting a provision doing so in its original Articles
of Incorporation or Bylaws. We have not inserted such a provision our Articles
of Incorporation or our Bylaws. The Articles may be amended at any time to
subject us to the effect of the “Business Combinations” statutes. Under Nevada
law, our Articles of Incorporation may be amended pursuant to a resolution
adopted by our Board of Directors and ratified by a vote of a majority of the
voting power of our outstanding voting stock.
Nevada’s
“Control Share Acquisition” statute, Sections 78.378 through 78.3793 of the
Nevada Revised Statutes, prohibits an acquiror, under certain circumstances,
from voting shares of a target corporation’s stock after crossing certain
threshold ownership percentages, unless the acquiror obtains the approval of the
target corporation’s shareholders. The statute specifies three thresholds: at
least one-fifth but less than one-third, at least one-third but less than a
majority, and a majority or more, of all the outstanding voting power. Once an
acquiror crosses one of the above thresholds, shares, which it acquired in the
transaction taking it over the threshold or within ninety days become “Control
Shares” which are deprived of the right to vote until a majority of the
disinterested shareholders restore that right. A special shareholders’ meeting
may be called at the request of the acquiror to consider the voting rights of
the acquiror’s shares no more than 50 days (unless the acquiror agrees to a
later date) after the delivery by the acquiror to the corporation of an
information statement which sets forth the range of voting power that the
acquiror has acquired or proposes to acquire and certain other information
concerning the acquiror and the proposed control share acquisition. If no such
request for a shareholders’ meeting is made, consideration of the voting rights
of the acquiror’s shares must be taken at the next special or annual
shareholders’ meeting. If the shareholders fail to restore voting rights to the
acquiror or if the acquiror fails to timely deliver an information statement to
the corporation, then the corporation may, if so provided in its Articles of
Incorporation or Bylaws, call certain of the acquiror’s shares for redemption.
The Control Share Acquisition statute also provides that the shareholders who do
not vote in favor of restoring voting rights to the Control Shares may demand
payment for the “fair value” of their shares (which is generally equal to the
highest price paid in the transaction subjecting the shareholder to the
statute).
The
Control Share Acquisition statute only applies to Nevada corporations with at
least 200 shareholders, including at least 100 shareholders who have addresses
in Nevada appearing on the stock ledger of the corporation, and which do
business directly or indirectly in Nevada. We do not have at least 100
shareholders who have addresses in Nevada appearing on our stock ledger.
Therefore, the Control Share Acquisition statute does not currently apply to us.
If the “Business Combination” statute and/or the “Control Share Acquisition”
statute becomes applicable to us in the future, the cumulative effect of these
terms may be to make it more difficult to acquire and exercise control over us
and to make changes in management more difficult.
The
validity of the common stock issuable under the Plan has been passed upon for us
by Brewer & Pritchard, PC. Neither Thomas Pritchard nor Brewer
& Pritchard has previously received any shares of the Company’s common
stock. In the future there is a possibility that either Thomas
Pritchard or Brewer & Pritchard PC may receive shares of common stock for
services rendered. Neither Thomas C.
Pritchard, nor the law firm of Brewer & Pritchard has been employed on a
contingent basis. Other than the possibility of shares of Company common
stock to be issued, neither Mr. Pritchard nor Brewer & Pritchard has or is
to receive a substantial interest direct or indirect in Registrant, nor are
either of them connected with Registrant other than in their role as outside
legal counsel for the Company.
The
financial statements incorporated in this Prospectus by reference to the Annual
Report on Form 10-K for the year ended December 31, 2007 have been so
incorporated in reliance on the report of Malone & Bailey, P.C., an
independent registered public accounting firm, given on the authority of said
firm as experts in auditing and accounting. The financial statements
incorporated in this Prospectus by reference to the Annual Report on Form 10-K
for the year ended December 31, 2006 have been so incorporated in reliance on
the report of Baum
& Company, P.A , an independent registered public accounting firm,
given on the authority of said firm as experts in auditing and
accounting.
ITEM
3. INCORPORATION OF
DOCUMENTS BY REFERENCE
The
following documents filed by Tidelands Oil and Gas Corporation (“the Company”)
with the Securities and Exchange Commission (“SEC”) are incorporated in this
Form S-8 by reference:
|
(1)
|
The
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2007, filed on April 15, 2008, as amended on April 18,
2008;
|
|
(2)
|
Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2007, filed on May
18, 2007, as amended on January 23, 2008; June 30, 2007, filed on August
20, 2007, as amended on January 23, 2008; and September 30, 2007, filed on
November 19, 2007;
|
|
(3)
|
Current
Reports on Form 8-K, filed on February 6, 2008; and Form 8-K/A filed on
April 9, 2008, amending an 8-K filed on April 4,
2008
|
|
(4)
|
The
description of the Company's common stock contained on Form S-1 filed on
October 25, 2006, including any amendment or report filed for the purpose
of updating such description.
|
All
documents filed by Tidelands Oil and Gas Corporation with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, subsequent to the date of this Registration Statement and prior to
the termination of the offering to which it relates shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document incorporated by reference or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that the statement is modified or
superseded by any other subsequently filed document which is incorporated or is
deemed to be incorporated by reference herein. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement. Nothing in this Registration
Statement shall be deemed to incorporate information furnished by us but not
filed with the SEC pursuant to Items 2.02, 7.01 or 9.01 of Form
8-K.
ITEM
4. DESCRIPTION OF
SECURITIES
Our
common stock is registered under Section 12(g) of the Securities Exchange Act of
1934 and is listed on the Over-The-Counter Bulletin Board under the symbol
“TIDE.”
ITEM
5. INTERESTS OF NAMED
EXPERTS AND COUNSEL
The law
firm of Brewer & Pritchard, of which Thomas C. Pritchard is a member, has
provided legal advice to the Registrant, and has also rendered a legal opinion
attached hereto as an Exhibit, as to the validity and due issuance of the shares
of the Company’s common stock to be issued and registered hereby. Neither Thomas
Pritchard nor Brewer & Pritchard has previously received any shares of the
Company’s common stock. In the future there is a possibility that
either Thomas Pritchard or Brewer & Pritchard PC may receive shares of
common stock for services rendered. Neither Thomas C.
Pritchard, nor the law firm of Brewer & Pritchard has been employed on a
contingent basis. Other than the possibility of shares of Company common
stock to be issued, neither Mr. Pritchard nor Brewer & Pritchard has or is
to receive a substantial interest direct or indirect in Registrant, nor are
either of them connected with Registrant other than in their role as outside
legal counsel for the Company.
ITEM
6. INDEMNIFICATION OF
DIRECTORS AND OFFICERS
The
Company’s officers and directors are indemnified as provided by the Nevada
Revised Statutes and the Company’s bylaws.
Under the
Nevada Revised Statutes, director immunity from liability to a company or its
shareholders for monetary liabilities applies automatically unless it is
specifically limited by a company’s Articles of Incorporation, the Bylaws or by
Agreement. The Articles of Incorporation do not specifically limit the
directors’ liability; however the Bylaws specify the extent and nature of any
liability of directors, as detailed below. There are currently no agreements in
effect, which would limit such liability. Excepted from that immunity are: (a) a
willful failure to deal fairly with the company or its shareholders in
connection with a matter in which the director has a material conflict of
interest; (b) a violation of criminal law, unless the director had reasonable
cause to believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was unlawful; (c) a transaction from which the
director derived an improper personal profit; and (d) willful
misconduct.
Our
bylaws provide that the Company will indemnify the directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that the Company
may modify the extent of such indemnification by individual contracts with the
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding, or part
thereof, initiated by such person unless such indemnification: (a) is expressly
required to be made by law, (b) the proceeding was authorized by the board of
directors, (c) is provided by us, in our sole discretion, pursuant to the powers
vested us under Nevada law or (d) is required to be made pursuant to the
bylaws.
The
Company’s bylaws provide that the Company will advance to any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer, of
the company, or is or was serving at the request of the company as a director or
executive officer of another company, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding, promptly following
request therefore, all expenses incurred by any director or officer in
connection with such proceeding upon receipt of an undertaking by or on behalf
of such person to repay said amounts if it should be determined ultimately that
such person is not entitled to be indemnified under the bylaws or
otherwise.
The
Company’s bylaws provide that no advance shall be made by it to an officer of
the company, except by reason of the fact that such officer is or was a director
of the Company in which event this paragraph shall not apply, in any action,
suit or proceeding, whether civil, criminal, administrative or investigative, if
a determination is reasonably and promptly made: (a) by the board of directors
by a majority vote of a quorum consisting of directors who were not parties to
the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the Company. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling an issuer pursuant to the foregoing
provisions, the opinion of the Commission is that such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
ITEM
7. EXEMPTION FROM
REGISTRATION CLAIMED
Not
applicable.
ITEM
8. EXHIBITS
| Exhibit
No. |
Identification of
Exhibit |
|
4.1
|
2008
Stock Option Plan
|
|
5.1
|
Opinion
of Brewer & Pritchard, P.C.
|
| 23.1 |
Consent
of Brewer & Pritchard, P.C. * |
| 23.2 |
Consent
of Independent Auditor |
| 23.3 |
Consent
of Independent Auditor |
_____________________
* Included in its opinion filed as Exhibit
5.1
ITEM
9. UNDERTAKINGS
(a) The
undersigned Registrant hereby undertakes:
|
|
(1)
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
|
| |
i. |
To
include any prospectus required by Section 10(a)(3) of the
Act; |
| |
|
|
|
|
ii.
|
To
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
and
|
|
|
iii.
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement.
|
Provided,
however, that paragraphs (a)(1)(i) and (ii) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities Act,
each such post-effective amendment 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.
|
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
|
(b)
|
The
undersigned Registrant hereby undertakes that, for purposes of determining
liability under the Securities Act, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) 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.
|
|
(c)
|
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions described in Item 6 above, 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 Securities 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 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 Securities 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 requirements 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 San Antonio,
Texas on this 28th day
of April, 2008.
TIDELANDS
OIL AND GAS CORPORATION
By: /s/ James B.
Smith
James B.
Smith,
Chief
Executive Officer
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities indicated on this
28th day
of April, 2008.
|
Signature
|
Title
|
Date
|
| |
|
|
|
/s/
James B. Smith
James
B. Smith
|
Chief
Executive Officer, Chief Financial Officer
&
Chairman
of the Board
|
April
28, 2008
|
|
/s/ Ahmed
Karim
Ahmed
Karim
|
Director
|
April
28, 2008
|
|
|
|
|
|
/s/ Carl
Hessel
Carl
Hessel
|
Director
|
April
28, 2008
|