UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549







Form
10-Q










(MARK
      ONE)x
            QUARTERLY REPORT UNDER
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934For
      the quarterly period ended June 30, 2008ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACTFor
      the transition period from  ______________ to
      ______________





Commission
File Number:0-29613




TIDELANDS
OIL & GAS CORPORATION


(Exact
name of small business issuer as specified in its charter)






Nevada
            66-0549380(State
      of incorporation)
            (IRS
      Employer ID Number)




1862 West Bitters Rd., San
Antonio, TX 78248


(Address
of principal executive offices)




(210)
764-8642


(Issuer's
telephone number)




Check
whether the issuer has (1) filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period the Company was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yesx  Noo




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definitions of "accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one):





Large
accelerated filero                                                      Accelerated
filer o                                           Non-accelerated
filer o                                                      Smaller
Reporting Company x






Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2of the Exchange Act. Yeso  Nox




As of
August 1, 2008, there were 214,758,909 shares of Common Stock issued and
outstanding.




Transitional
Small Business Disclosure Format: Yes o     Nox





Table of Contents




TIDELANDS
OIL & GAS CORPORATION


FORM
10-Q




Table ofContents








PagePART
      I  Financial InformationItem
      1
            Financial
      Statements (Unaudited)
            3Consolidated Balance Sheets as of
      June 30, 2008 and December 31, 2007
            3Consolidated Statements of
      Operations For the Three Months Ended June 30, 2008 and2007 (Restated)
            5Consolidated Statements of
      Operations For the Six Months Ended June 30, 2008 and 2007
      (Restated)
            6Consolidated Statements of Cash
      Flows For the Six Months Ended June 30, 2008and 2007 (Restated)
            7Notes to Consolidated Financial
      Statements
            9Item
      2
            Management’s Discussion and Analysis
      of Financial Condition and Results of
Operations
            20Item
      3
            Quantitative and Qualitative
      Disclosures About Market Risk
            25Item
      4
            Controls and
      Procedures
            25PART
      II   Other InformationItem
      1
            Legal
      Proceedings
            27Item
      1A
            Risk
      Factors
            28Item
      2
            Unregistered Sales of Equity
      Securities and Equity Repurchases
            28Item
      3
            Defaults Upon Senior
      Securities
            29Item
      4
            Submission of Matters to a Vote of
      Security Holders
            29Item
      5
            Other
      Information
            29Item
      6
            Exhibits
            29Signature
            
            30






Table of Contents






PART
I – FINANCIAL INFORMATION


Item 1. FinancialStatements




TIDELANDS OIL & GAS CORPORATIONCONSOLIDATED
      BALANCE SHEETS(UNAUDITED)ASSETS
 June
      30,
              
              
              December
      31,2008
              
              
              2007Current
      Assets:Cash
              
              $
              8,527
              
              
              $
              5,794Accounts
      and Other Receivable
              
              
              36,517
              
              
              
              7,116Note
      Receivable
              
              
              800,000
              
              
              
              -Prepaid
      Expenses
              
              
              130,072
              
              
              
              177,099Current
      Portion of Assets of Discontinued Operations
              
              
              -
              
              
              
              734,713Total
      Current Assets
              
              
              975,116
              
              
              
              924,722Property
      Plant and Equipment, Net of AccumulatedDepreciation
      of $93,303 and $81,202, Respectively – Continuing
    Operations
              
              
              3,087,525
              
              
              
              2,953,661Property
      Plant and Equipment, Net – DiscontinuedOperations-Held
      for Sale
              
              
              -
              
              
              
              4,118,666Total
      Property, Plant and Equipment, Net
              
              
              3,087,525
              
              
              
              7,072,327Investment
      in Affiliate  – Cost Method
              
              
              2,809,801
              
              
              
              2,809,801Other
      Assets:Deposits
              
              
              187,848
              
              
              
              200,379Cash
      Restricted
              
              
              -
              
              
              
              43,467Deferred
      Charges
              
              
              28,649
              
              
              
              -Goodwill
              
              
              -
              
              
              
              800,428Non-Current
      Portion of Assets of DiscontinuedOperations-Held
      for Sale
              
              
              -
              
              
              
              386,048Total
      Other Assets
              
              
              216,497
              
              
              
              1,430,322Total
      Assets
              
              $
              7,088,939
              
              
              $
              12,237,172
  
 3
 Table of Contents
  TIDELANDS
      OIL & GAS CORPORATIONCONSOLIDATED
      BALANCE SHEETS(CONTINUED)(UNAUDITED)
 
 LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)June
      30,
              
              
              December
      31,2008
              
              
              2007Current
      Liabilities:Current
      Maturities – Note Payable
              
              $
              1,192,277
              
              
              $
              7,533,039Accounts
      Payable and Accrued Expenses
              
              
              1,200,136
              
              
              
              1,985,829Reserve
      for Litigation
              
              
              2,250,000
              
              
              
              2,250,000Current
      Portion of Liabilities of DiscontinuedOperations
              
              
              -
              
              
              
              743,380Due
      to Related Party
              
              
              172,375
              
              
              
              -Total
      Current Liabilities
              
              
              4,814,788
              
              
              
              12,512,248Long-Term
      Debt
              
              
              1,000,000
              
              
              
              -Total
      Liabilities
              
              
              5,814,788
              
              
              
              12,512,248Commitments
      and Contingencies
              
              
              -
              
              
              
              -Stockholders’
      Equity (Deficit):Common
      Stock, $.001 Par Value per Share,250,000,000
      Shares Authorized, 186,304,166and
      108,226,836 Shares Issued andOutstanding
      at June 30, 2008 and December31,
      2007, Respectively
              
              
              186,305
              
              
              
              108,227Additional
      Paid-in Capital
              
              
              60,634,175
              
              
              
              55,868,098Accumulated
      Deficit
              
              
              (59,546,329
              )
              
              
              (56,251,401
              )Total
      Stockholders’ Equity (Deficit)
              
              
              1,274,151
              
              
              
              (275,076
              )Total
      Liabilities and Stockholders’ Equity(Deficit)
              
              $
              7,088,939
              
              
              $
              12,237,172See
      Accompanying Notes to Consolidated Financial Statements
 
 
 
 4
 Table of Contents
 
 TIDELANDS OIL & GAS CORPORATIONCONSOLIDATED
      STATEMENTS OF OPERATIONS(UNAUDITED)Three
      Months Ended
              
              
              Three
      Months EndedJune 30, 2008
              
              
              June 30, 2007(Restated)Revenues:Consulting
      Fees
              
              $
              30,000
              
              
              $
              -Total
      Revenues
              
              
              30,000
              
              
              
              -Costs
      and Expenses:Depreciation
              
              
              6,051
              
              
              
              6,199Selling,
      General and Administrative–Related Parties
              
              
              -
              
              
              
              971,000Selling,
      General and Administrative
              
              
              1,138,548
              
              
              
              824,842Total
      Costs and Expenses
              
              
              1,144,599
              
              
              
              1,802,041Loss
      From Operations
              
              
              (1,114,599
              )
              
              
              (1,802,041
              )Other
      Income (Expenses)Interest
      Expense
              
              
              (36,786
              )
              
              
              (181,450
              )Interest
      and Dividend Income
              
              
              9,719
              
              
              
              332Miscellaneous
              
              
              5,815
              
              
              
              -Total
      Other Income (Expenses)
              
              
              (21,252
              )
              
              
              (181,118
              )Net
      Loss from Continuing Operations
              
              
              (1,135,851
              )
              
              
              (1.983,159
              )Net
      Income (Loss) from Operations of DiscontinuedSegments
      Including Gain on Disposal of $2,829at
      June 30, 2008 and an Impairment Loss – LongLived
      Asset of $2,605,061 at June 30, 2007
              
              
              2,829
              
              
              
              (2,682,925
              )Net
      Loss
              
              $
              (1,133,022
              )
              
              $
              (4,666,084
              )Loss
      Per Common Share:  Basic and
      DilutedLoss
      from Continuing Operations
              
              $
              (0.01
              )
              
              $
              (0.02
              )Loss
      from Discontinued Operations
              
              
              0.00
              
              
              
              (0.03
              )Total
              
              $
              (0.01
              )
              
              $
              (0.05
              )Weighted
      Average Number of CommonShares
      Outstanding, Basic and
      Diluted
              
              
              152,523,054
              
              
              
              101,798,727See
      Accompanying Notes to Consolidated Financial Statements
 
 
 5
 Table of Contents
 
 TIDELANDS OIL & GAS CORPORATIONCONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)Six
      Months Ended
              
              
              Six
      Months EndedJune 30, 2008
              
              
              June 30, 2007(Restated)Revenues:Consulting
      Fees
              
              $
              75,000
              
              
              $
              -Total
      Revenues
              
              
              75,000
              
              
              
              -Costs
      and Expenses:Depreciation
              
              
              12,102
              
              
              
              12,528Selling,
      General and Administrative–Related Parties
              
              
              -
              
              
              
              3,638,000Selling,
      General and Administrative
              
              
              3,911,690
              
              
              
              3,128,275Total
      Costs and Expenses
              
              
              3,923,792
              
              
              
              6,778,803Loss
      From Operations
              
              
              (3,848,792
              )
              
              
              (6,778,803
              )Other
      Income (Expenses)Interest
      Expense
              
              
              (179,396
              )
              
              
              (526,947
              )Interest
      and Dividend Income
              
              
              10,934
              
              
              
              585Miscellaneous
              
              
              16,554
              
              
              
              -Total
      Other Income (Expenses)
              
              
              (151,908
              )
              
              
              (526,362
              )Net
      Loss from Continuing Operations
              
              
              (4,000,700
              )
              
              
              (7,305,165
              )Net
      Income from Operations of Discontinued SegmentsIncluding
      Gain on Disposal of $847,087 at June30,
      2008 and an Impairment Loss – Long LivedAssets
      of $2,605,061 at June 30, 2007
              
              
              705,772
              
              
              
              (2,479,275
              )Net
      Loss
              
              $
              (3,294,928
              )
              
              $
              (9,784,440
              )Loss
      Per Common Share:  Basic and
      DilutedLoss
      from Continuing Operations
              
              $
              (0.02
              )
              
              $
              (0.08
              )Loss
      from Discontinued Operations
              
              
              0.00
              
              
              
              (0.02
              )Total
              
              $
              (0.02
              )
              
              $
              (0.10
              )Weighted
      Average Number of CommonShares
      Outstanding, Basic and
      Diluted
              
              
              152,523,054
              
              
              
              95,683,133See
      Accompanying Notes to Consolidated Financial Statements
 
 
 6
 Table of Contents
  
 TIDELANDS OIL & GAS CORPORATIONCONSOLIDATED
      STATEMENTS OF CASH FLOWS(UNAUDITED)Six
      Months Ended
              
              
              Six
      Months EndedJune 30, 2008
              
              
              June 30, 2007(Restated)Cash
      Flows Provided From Operating Activities:Net
      Income/(Loss)From
      Continuing Operations
              
              $
              (4,000,700
              )
              
              $
              (7,305,165
              )From
      Discontinued Operations
              
              
              705,772
              
              
              
              (2,479,275
              )Adjustments
      to Reconcile Net Loss To Net CashUsed
      In Operating Activities:DepreciationFrom
      Continuing Operations
              
              
              12,102
              
              
              
              12,528From
      Discontinued Operations
              
              
              43,764
              
              
              
              233,216Impairment
      Loss
              
              
              -
              
              
              
              2,605,061Gain
      on Disposal of Assets
              
              
              (417,262
              )
              
              
              -Gain
      on Sale of Subsidiary
              
              
              (429,825
              )
              
              
              -Issuance
      of Common Stock:For
      Services Provided – Related Parties
              
              
              -
              
              
              
              3,638,000For
      Services Provided – Other
              
              
              2,458,714
              
              
              
              2,143,415Changes
      in:Accounts
      Receivable
              
              
              320,888
              
              
              
              225,316Inventory
              
              
              224,132
              
              
              
              (31,752
              )Prepaid
      Expenses
              
              
              127,140
              
              
              
              (208,854
              )Deferred
      Charges
              
              
              (28,649
              )
              
              
              565,221Deposits
              
              
              12,889
              
              
              
              -Accounts
      Payable and Accrued Expenses
              
              
              85,649
              
              
              
              1,100,240Customer
      Deposits
              
              
              (10,800
              )
              
              
              9,150Net
      Cash Provided (Used) In Operating Activities
              
              
              (896,186
              )
              
              
              507,101Cash
      Flows From Investing Activities:Proceeds
      – Sale of Subsidiary and Other Assets
              
              
              5,204,695
              
              
              
              2,200(Increase)
      Decrease in Restricted Cash
              
              
              70,648
              
              
              
              (1,061
              )Acquisitions
      of Property, Plant and Equipment
              
              
              (145,965
              )
              
              
              (1,483,911
              )Net
      Cash Provided (Used) In Investing Activities
              
              
              5,129,378
              
              
              
              (1,482,772
              )
 See
Accompanying Notes to Consolidated Financial Statements
 
 7
 Table of Contents
 
 TIDELANDS
      OIL & GAS CORPORATIONCONSOLIDATED
      STATEMENTS OF CASH FLOWS(CONTINUED)(UNAUDITED)Six
      Months Ended
              
              
              Six
      Months EndedJune 30, 2008
              
              
              June 30, 2007(Restated)Cash
      Flows From Financing Activities:Cost
      of Warrant Buy-Backs
              
              
              (20,714
              )
              
              
              -Proceeds
      from Exercise of Stock Options
              
              
              -
              
              
              
              550,000Proceeds
      from Short-Term Loan
              
              
              -
              
              
              
              143,996Proceeds
      from Long-Term Loan
              
              
              200,000
              
              
              
              -Repayment
      of Convertible Debentures and Loan
              
              
              (4,662,299
              )
              
              
              -Loan
      from Related Party
              
              
              172,375
              
              
              
              -Net
      Cash Provided (Used) by Financing Activities
              
              
              (4,310,638
              )
              
              
              693,996Net
      (Decrease) in Cash
              
              
              (77,446
              )
              
              
              (281,675
              )Cash
      at Beginning of Period
              
              
              85,973
              
              
              
              367,437Cash
      at End of Period
              
              $
              8,527
              
              
              $
              85,762Supplemental
      Disclosures of Cash Flow Information:Cash
      Payments for Interest
              
              $
              151,616
              
              
              $
              103,301Cash
      Payments for Income Taxes
              
              $
              -
              
              
              $
              -Non-Cash
      Activities:Issuance
      of Common Stock:Operating
      Activities
              
              $
              2,458,714
              
              
              $
              2,143,415Payments
      of Accrued Expenses & Accounts Payable
              
              
              411,645
              
              
              
              343,244Conversion
      of Debentures
              
              
              -
              
              
              
              2,000,000Payment
      of Note Payable
              
              
              1,994,509
              
              
              
              -Cashless
      Warrant Exercise
              
              
              24,761
              
              
              
              -Conversion
      of Accounts Payable to Notes Payable
              
              
              1,192,277
              
              
              
              -Legal
      Fee – Retainer
              
              
              -
              
              
              
              130,616Prepaid
      Legal Fees
              
              
              -
              
              
              
              54,166Assumption
      of Note Payable by Third Party
              
              
              876,231
              
              
              
              -Long-Term
      Loan Payable
              
              
              800,000
              
              
              
              -Less
      Related Long-Term Loan Receivable
              
              
              (800,000
              )
              
              
              -Total
      Non-Cash Activities
              
              $
              6,958,137
              
              
              $
              4,671,441See
      Accompanying Notes to Consolidated Financial Statements
  8
 Table of Contents
   TIDELANDSOIL & GAS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2008
 (UNAUDITED)
 
 
 NOTE 1 –BASIS OF
PRESENTATION
 
 The
accompanying unaudited consolidated financial statements for the six-month
periods ended June 30, 2008, and 2007, have been prepared in conformity with
accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and
Regulation S-X.  Please note that the prior year’s presentations for
the Consolidated Statement of Operations and the Consolidated Statements of Cash
Flows were changed to conform to current year’s presentation.  The
financial information as of December 31, 2007, is derived from the registrant’s
Form 10-K for the year ended December 31, 2007.  Certain information
or footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America that would substantially duplicate the disclosures contained in the
registrant’s Form 10-K for the year ended December 31, 2007, have been condensed
or omitted pursuant to the rules and regulations of the Securities and Exchange
Commission.
 
 The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.  Actual
results could differ from those estimates.  In the opinion of
management, the accompanying financial statements include all adjustments
necessary (which are of a normal and recurring nature) for the fair presentation
of the results of the interim periods presented.  While the registrant
believes that the disclosures presented are adequate to keep the information
from being misleading, it is suggested that these accompanying financial
statements be read in conjunction with the registrant’s audited consolidated
financial statements and notes for the year ended December 31, 2007, included in
the registrant’s Form 10-K for the year ended December 31, 2007.
 
 Operating
results for the six-month period ended June 30, 2008, are not necessarily
indicative of the results that may be expected for the remainder of the fiscal
year ending December 31, 2008.  The accompanying unaudited
consolidated financial statements include the accounts of the registrant and its
wholly-owned subsidiary, Esperanza Energy, LLC.  All significant
inter-company accounts and transactions have been eliminated in
consolidation.  The accounts of Sonterra Energy Corporation, Reef
International, LLC, and Reef Marketing, LLC, are shown up through their dates of
sale.  The accounts of Reef Ventures, LP, and Arrecefe Management,
LLC, its General Partner, are shown up through the sale of their assets with the
exception of continuing incidental expenses.
  
 
 9
 Table of Contents
   TIDELANDS
OIL & GAS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2008
 (UNAUDITED)
 
 
 NOTE 2 – GOING
CONCERN
 
 The
Company has sustained recurring losses and negative cash flows from
operations.  Over 2007, the Company’s growth had been funded through
issuance of convertible debentures.  As of June 30, 2008, the Company
had approximately $8,527 of unrestricted cash.  However, the Company
has experienced and continues to experience negative cash flows from operations,
as well as an ongoing requirement for substantial additional capital
investment.  The Company needs to raise substantial additional capital
to accomplish its business plan this year and over the next several
years.  The Company is seeking to obtain such additional funding
through private equity sources, from financial partners for some of its projects
and from continued reduction of operating expenses.  There can be no
assurance as to the availability or terms upon which such financing and capital
might be available.
 
 The
Company’s ability to continue as a going concern will depend on management’s
ability to successfully implement a business plan which will increase revenues,
control costs, and obtain additional forms of debt and/or equity financing or
financial partners.  These financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
 
 
 NOTE 3 – SALE OF SONTERRA ENERGY
CORPORATION
 
 On
January 9, 2008, the Company sold its wholly-owned subsidiary, Sonterra Energy
Corporation ("Sonterra”), to Bentley Energy Corporation, a company controlled by
our former CEO.  Sonterra is a propane distribution company operating
in Central Texas.
 
 The sales
price for Sonterra was $3 million of which $2,925,000 was paid at
closing.  The remaining $75,000 is due on or before January 9, 2009,
and is subject to use to defend and pay possible claims from previous legal
actions against Sonterra.  (See NOTE 12 – Litigation)
 
 The
proceeds of the transaction were primarily utilized to repay all the outstanding
principal balance on the Company’s convertible debentures totaling
$2,374,291.
  
 10
 Table of Contents
 
 TIDELANDS
OIL & GAS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2008
 (UNAUDITED)
 
 
 NOTE 4 – SALE OF THE ASSETS OF REEF
VENTURES, LP
 
 On March
25, 2008, Reef Ventures, L.P. ("Reef Ventures"), a subsidiary of Tidelands Oil
& Gas Corporation (the "Company"), entered into and consummated a Purchase
and Sale Agreement (the "Purchase and Sale Agreement") with West Texas Gas, Inc.
("WTG") for the sale of all of the issued and outstanding membership interests
of Reef International, LLC ("Reef International") and Reef Marketing, LLC ("Reef
Marketing", and collectively with Reef Ventures and Reef International, the
"Reef Entities"), both of which were wholly-owned subsidiaries of Reef Ventures,
and all the assets of the Reef Entities, which consist of assets related to the
"River Crossing Project", the "Carrizo Springs Pipeline System", the "Peña Creek
Gathering System" and the "Chittim Gas Plant" (collectively referred to as the
"Assets").
 
 The total
purchase price for the Assets, after adjustments required by the Purchase and
Sale Agreement, was $2,484,262 (the "Purchase Price") in cash, and the execution
by WTG of a Throughput Payment Agreement (the "Throughput Payment Agreement")
with Impact International, LLC ("Impact").
 
 The
Company caused Reef Ventures to deliver $2,436,825 of the Purchase Price to
Impact on behalf of the Company, as partial repayment of the outstanding
principal and interest of a promissory note made by the Company to Impact dated
May 25, 2004, in the original principal amount of $6,523,773 (the "Note"). The
Company repaid the remainder of the outstanding principal and interest on the
Note by requiring WTG to enter into the Throughput Payment Agreement with Impact
for which Impact credited the outstanding Note balance $876,231, and by issuing
39,890,180 shares (the "New Shares") of the Company's common stock valued at
$0.05 per share, for a total of $1,994,509, to Impact upon the closing of the
Purchase and Sale Agreement. The total consideration described above of
$5,307,505 liquidated the outstanding Note balance in full. The remaining
$47,437 of the Purchase Price received by Reef Ventures was used to pay legal
fees associated with the transaction and for working capital
purposes.
 
 
 
 11
 Table of Contents
 
 TIDELANDS
OIL & GAS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2008
 (UNAUDITED)
 
 
 NOTE 5 – DISCONTINUED OPERATIONS AND
ASSETS HELD
 
 Sonterra
Energy Corporation
 The sale
of the Company’s wholly-owned subsidiary, Sonterra Energy Corporation, resulted
in gain of $429,825 which was subject to possible future reduction (See NOTE 12
– Litigation) for the fiscal period ended June 30, 2008.
 
 Reef
Ventures, LP
 The sale
of the assets of Reef Ventures, LP, the Company’s 97% owned subsidiary, resulted
in a gain of $417,262 for the fiscal period ended June 30, 2008.
 
 We have
accounted for the sale of these assets in accordance with FAS 144 – Accounting
for the Impairment or Disposal of Long-Lived Assets.  Pursuant to FAS
144, we have separated the detail of the individual assets, liabilities and
results from operations of these projects from our consolidated balance sheet
and statement of operations at June 30, 2008, as follows:
  June
      30,
                
                
                December
      31,2008
                
                
                2007Assets
      of Discontinued Subsidiaries:Cash
                
                $
                -
                
                
                $
                80,179Accounts
      and Other Receivables
                
                
                -
                
                
                
                350,289Inventory
                
                
                -
                
                
                
                224,132Prepaid
      Expenses
                
                
                -
                
                
                
                80,113Property,
      Plant and Equipment, Net
                
                
                -
                
                
                
                4,118,666Other
      Assets
                
                
                -
                
                
                
                386,048Total
      Assets
                
                $
                -
                
                
                $
                5,239,427Liabilities
      of Discontinued Subsidiaries:Accounts
      Payable and Accrued Expenses
                
                $
                -
                
                
                $
                732,580Customer
      Deposits
                
                
                -
                
                
                
                10,800Total
      Liabilities
                
                $
                -
                
                
                $
                743,380
 Six Months EndedJune
      30,
                
                
                June
      30,2008
                
                
                2007Revenues
      of Discontinued Subsidiaries
                
                $
                1,397
                
                
                $
                1,595,410Costs
      and Expenses
                
                
                (142,712
                )
                
                
                (1,469,624
                )Impairment
      Loss
                
                
                -
                
                
                
                (2,605,061
                )Gain
      on Sale of Reef Ventures, LP’s Assets
                
                
                417,262
                
                
                
                -Gain
      on Sale of Sonterra Energy Corporation
                
                
                429,825
                
                
                
                -Net
      Income from Discontinued Operations
                
                $
                705,772
                
                
                $
                (2,479,275
                )
 
 12
 Table of Contents
  
 TIDELANDS
OIL & GAS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2008
 (UNAUDITED)
 
 
 NOTE 6 – FINANCING TRANSACTION -
GOLDEN GATE INVESTORS, INC.
 
 On May 9,
2008, the Company completed a financing transaction in which it entered into a
Securities Purchase Agreement ("Purchase Agreement") with Golden Gate Investors,
Inc. ("Golden Gate") which provided for the issuance and sale by the Company of
up to $3 million of 6% convertible debentures, with the initial issuance of a $1
million debenture ("Debenture") and the payment of cash by Golden Gate of
$200,000 and issuance by Golden Gate to the Company of a $800,000 promissory
note ("Note"). The Purchase Agreement provides Golden Gate with the right to
lend, in two separate transactions, an additional $1 million of funding to the
Company, in its sole discretion, through advancing cash of $200,000 and issuing
a note for the balance, similar to the Note. The Company had the right until
August 8, 2008, to redeem, at a price equal to the principal and accrued
interest, the Debenture provided that no event of default had occurred. 
This redemption did not occur.
  The
Debenture is unsecured and bears interest at the annual rate of 6%, payable
monthly, in cash or, at Golden Gate's election, in shares of the Company's stock
valued at the applicable conversion price described further below, with
the principal amount due on May 9, 2011. The Debenture may not be prepaid
without the written consent of Golden Gate. The
Debenture is convertible, either in whole or in part, at any
time at a per
share equal to the lesser of $.50 or 80% of the average of the three lowest
volume weighted average prices during the twenty trading days prior to Golden
Gate's election to convert.  If Golden Gate elects to convert a portion of
the Debenture, and on the date of the election, the volume weighted average
price per share of the Company's common stock is below $0.07, the
Company has the right to prepay the portion of the Debenture that Golden
Gate elected to convert, plus any accrued and upaid interest, at 100% of the
amount due and the conversion notice will be withdrawn.
  In the
event the Company's stock trades at a price that is less than $0.01 per share at
any time during the six month period following May 9, 2008, the interest rate on
the Debenture will increase to 9 3/4% for the remaining term of the
Debenture.  In the event this provision is triggered, within three business
days of a written request from Golden Gate, the Company is required to prepay
the amount of interest that would otherwise be due from the date of the request
through the maturity date.  If any portion of the Debenture is converted
into the Company's common stock prior to maturity, the Company will be entitled
to a refund of the pro rata portion of the interest prepayment attributable to
the portion of the principal amount converted.
  In
accordance with the terms of the Debenture, the Company has reserved 35,000,000
shares of its common stock for possible conversion.  The Company’s
stock transfer agent has received irrevocable instructions regarding the shares
reserved.
  The
Note is secured and bears interest at the annual rate of 6.25%, payable monthly,
with the principal amount due on May 31, 2011.  Golden Gate has the option
to prepay this note, subject to the satisfaction of certain
conditions.
  The
Company analyzed the provision of the Debenture in accordance with the
provisions of SFAS 133, "Accounting for Derivative Instruments and Hedging
Activities" and EITF 00-19, "Accounting for Derivative Financial Instruments
Indexed to and Potentially Settled in, a Company's Own Stock" and determined
that the Debenture did not contain any derivative features that would require
separate accounting under this literature.
 
 NOTE 7 – PROPERTY, PLANT AND
EQUIPMENT
 
 A summary
of property, plant and equipment at June 30, 2008 and December 31, 2007 is as
follows:
  EstimatedJune
      30,
                
                
                December
      31,
                
                
                Economic2008
                
                
                2007
                
                
                LifePre-Construction
      Costs:Domestic
      LNG System
                
                $
                3,044,511
                
                
                $
                2,898,546
                
                
                N/ATotal
                
                
                3,044,511
                
                
                
                2,898,546Office
      Furniture, Equipment andLeasehold
      Improvements
                
                
                136,317
                
                
                
                136,317
                
                
                5
      YearsTotal
                
                
                3,180,828
                
                
                
                3,034,863Less:
      Accumulated Depreciation
                
                
                93,303
                
                
                
                81,202Net
      Property, Plant and Equipment
                
                $
                3,087,525
                
                
                $
                2,953,661
 Depreciation
expense for the six months ended June 30, 2008 and 2007 was $12,101, and
$12,528, respectively.
 
 13
 Table of Contents
   TIDELANDS
OIL & GAS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2008
 (UNAUDITED)
 
 
 NOTE 7 – PROPERTY, PLANT AND
EQUIPMENT (CONTINUED)
 
 A summary
of property, plant and equipment at June 30, 2008 and December 31, 2007 for
Discontinued Operations is as follows:
  EstimatedJune
      30,
                
                
                December
      31,
                
                Economic2008
                
                
                2007
                
                LifeOffice
      Furniture, Equipment andLeasehold
      Improvements
                
                $
                -
                
                
                $
                55,086
                
                5
      YearsPipeline
      – Eagle Pass, TX to PiedrasNegras,
      Mexico
                
                
                -
                
                
                
                3,501,194
                
                20
      YearsTanks
      & Lines – Propane DistributionSystem
                
                
                -
                
                
                
                1,942,936
                
                5
      YearsMachinery
      and Equipment
                
                
                -
                
                
                
                71,580
                
                5
      YearsTrucks,
      Autos and Trailers
                
                
                -
                
                
                
                126,464
                
                5
      YearsTotal
                
                
                -
                
                
                
                5,697,260Less:   Accumulated
      Depreciation
                
                
                -
                
                
                
                1,578,594Net
      Property, Plant and Equipment
                
                $
                -
                
                
                $
                4,118,666
 
 Depreciation
expense for the six months ended June 30, 2008 and 2007 was $43,764 and $233,216
respectively, and has been included in Net Income from Operations of
Discontinued Segments.
 
 
 NOTE 8 – LONG-TERM
DEBT
  A summary
of long-term debt at June 30, 2008 and December 31, 2007 is as
follows:
  June
      30,
                
                
                December
      31,2008
                
                
                2007Note
      Payable, Secured by Reef InternationalPipeline,
      Interest Bearing at 2% Over PrimeRate
      Per Annum, Maturing May 25, 2008
                
                $
                -
                
                
                $
                5,158,748Convertible
      Debentures, Unsecured, IncludingPrepaid
      Interest at 9% Per Annum, MaturingJanuary
      20, 2008
                
                
                -
                
                
                
                2,374,291Note
      Payable, Unsecured, Interest Bearing at10%
      Per Annum, Maturing August 31, 2008(see
      below)
                
                
                1,192,277
                
                
                
                -1,192,277
                
                
                
                7,533,039Less:
      Current Maturities
                
                
                1,192,277
                
                
                
                7,533,039Total Long-Term
      Debt
                
                $
                -
                
                
                $
                -
 On
January 21, 2008, the Company issued notes totaling $1,192,277 in payment of
accounts payable and accrued interest due to entities providing various services
to its Port Esperanza LNG Project.  These notes, bearing interest at
10% per annum, were originally due April 30, 2008 and have been extended until
August 31, 2008.  The Company has paid all interest due as of April
30, 2008, a total of $32,338.
  14
 Table of Contents
 
 
 TIDELANDS
OIL & GAS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2008
 (UNAUDITED)
 
 NOTE 9 – COMMON STOCK
TRANSACTIONS
 
 A
summary of common stock transactions for the three months ended March 31, 2008
is as follows:
 
 The
Company issued 245,252 shares of its common stock valued at $15,816 for
preparation of a study of internal controls and procedures.
 
 The
Company issued 3,083,333 shares each of its common stock to two of its Directors
for Directors Fees valued at $385,417 each.
 
 The
Company issued 3,083,333 shares of its common stock to the President for a
Directors Fee valued at $385,417.
 
 The
Company issued 2,302,217 shares of its common stock for past consulting services
valued at $138,384.66 regarding the Port Esperanza project and in payment of
$27,767 transaction costs.
 
 The
Company issued 5,300,000 shares of its restricted common stock for consulting
services valued at $386,900.
 
 The
Company issued 211,134 shares of its restricted common stock valued at $16,680
to two holders of the Company’s Stock Warrants under cashless exercise
provisions which reduced the total number of warrant shares outstanding by
243,616 for purpose of cancellation (See NOTE 10 – Stock Options...).
 
 The
Company cancelled 2,071,407 Stock Warrants for $20,714, which reduced additional
paid-in capital (See NOTE 10 – Stock Options...).
 
 The
Company issued 2,599,440 shares of its common stock to settle debts of
$46,400.35 and in payment of an $87,471 financing fee.
 
 The
Company issued 39,890,180 shares of its restricted common stock valued at
$1,994,509 in payment of the balance due Impact International, LLC, after
remitting the net proceeds from the sale of its International Pipeline between
the United States and Mexico to West Texas Gas, Inc.
  15
 Table of Contents
 
 TIDELANDS
OIL & GAS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2008
 (UNAUDITED)
 
 
 NOTE 9 – COMMON STOCK TRANSACTIONS
(CONTINUED)
 
 The
Company issued 3,571,429 shares each of its restricted common stock valued at
$250,000 to two of its Directors in payment of consulting fees for the three
months ended March 31, 2008.
 
 The
Company issued 3,571,429 shares of its common stock valued at $250,000 to the
President pursuant to his employment contract.
 
 A
summary of common stock transactions for the three months ended June 30, 2008 is
as follows:
 
 The
Company issued 3,600,689 shares of its common stock for consulting services
valued at $118,133 regarding the Port Esperanza project and in payment of
$23,626 transaction costs.
 
 The
Company issued 217,391 shares of its common stock for consulting services valued
at $7,609 and in payment of $2,391 transaction costs.
 
 The
Company issued 230,905 shares of its restricted common stock valued at $8,082 to
a holder of the Company’s Stock Warrants under cashless exercise
provisions.  There are no further Stock Warrants outstanding (See NOTE
10 – Stock Options...).
 
 The
Company issued 850,000 shares of its common stock for consulting services valued
at $25,000 regarding the Port Esperanza project and in payment of $5,000
transaction costs.
 
 The
Company issued 1,074,695 shares of its common stock for legal services valued at
$30,170 and in payment of $9,205 transaction costs.
  The Company issued 280,715 shares of
its common stock for corporate secretary services and related costs valued at
$5,813 and in payment of $1,163 transaction costs.
  The Company issued 434,706 shares of
its common stock to an Officer for salary valued at $9,196 and in payment of
$1,839 transaction costs.
  The Company issued 875,720 shares of
its common stock to an Officer for salary valued at $18,525 and in payment
of $3,705 transaction costs.
 
 
 16
 Table of Contents
 
 TIDELANDS
OIL & GAS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2008
 (UNAUDITED)
 
 NOTE 10 – STOCK OPTIONS, STOCK
WARRANTS AND SHARES RESERVED FOR CONVERTIBLE
DEBENTURES
  The
following table presents the activity for options, warrants and shares reserved
for issuance upon conversion of outstanding convertible debentures for the six
months ending June 30, 2008:
 
 Shares
      Reserved
              
              
              
              
              
              WeightedStock
              
              
              Stock
              
              
              for
      Convertible
              
              
              Total
              
              
              AverageOptions
              
              
              Warrants
              
              
              Debentures
              
              
              Shares
              
              
              Exercise
      PriceOutstanding
      – December 31, 2007
              
              
              20,380,953
              
              
              
              2,545,928
              
              
              
              2,729,068
              
              
              
              25,655,949
              
              
              $
              0.324First QuarterGranted
      / Issued
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Exercised/Converted
              
              
              -
              
              
              
              (243,616
              )
              
              
              -
              
              
              
              (243,616
              )
              
              
              0.935Expired
              
              
              -
              
              
              
              -
              
              
              
              (2,729,068
              )
              
              
              (2,729,068
              )
              
              
              0.870Cancelled/Extinguished
              
              
              -
              
              
              
              (2,071,407
              )
              
              
              -
              
              
              
              (2,071,407
              )
              
              
              0.935Outstanding
      – March 31, 2008
              
              
              20,380,953
              
              
              
              230,905
              
              
              
              -
              
              
              
              20,611,858
              
              
              $
              0.183
 
 Second QuarterGranted
      / Issued
              
              
              -
              
              
              
              -
              
              
              
              35,000,000
              
              
              
              35,000,000
              
              
              
              0.285Exercised/Converted
              
              
              -
              
              
              
              (230,905
              )
              
              
              -
              
              
              
              (230,905
              )
              
              
              0.935Expired
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Cancelled/Extinguished
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Outstanding
      – June 30, 2008
              
              
              20,380,953
              
              
              
              -
              
              
              
              35,000,000
              
              
              
              55,380,953
              
              
              $
              0.823
 
 
 Summary
      of Outstanding Stock Options and Shares Reserved for Convertible
      Debenture
 
 Stock
              
              
              Shares
      Reserved
                for
      Convertible
              
              
              ExerciseOptions
              
              
              Debenture
              
              
              PriceStock
      OptionsExpiration DateFebruary
      28, 2017
              
              
              12,380,953
              
              
              
              
              
              $
              0.210May
      23, 2017
              
              
              8,000,000
              
              
              
              
              
              
              0.120Shares
      Reserved for Convertible DebentureExpiration DateMay
      11, 2011
              
              
              
              
              
              
              35,000,000
              
              
              
              0.286Outstanding
      – June 30, 2008
              
              
              20,380,953
              
              
              
              35,000,000
              
              
              Avg. $ 0.823
 
 Outstanding
stock options had zero intrinsic value at June 30, 2008.
 
 
 17
 Table of Contents
  
 TIDELANDS
OIL & GAS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2008
 (UNAUDITED)
 
 
 NOTE 11 – RELATED PARTY
TRANSACTIONS
 
 Loan
from President
 During
the three months ended March 31, 2008, the Company borrowed $27,258 from its
President.  Subsequently through May 12, 2008, the Company borrowed an
additional $122,742 from its President bringing the total to
$150,000.  The Company executed a promissory note due August 31, 2008,
bearing an 8% annual interest rate.  From May 12, 2008 through June
30, 2008, the Company borrowed $22,375 from its President.  The
Company executed an additional promissory note due August 31, 2008, bearing an
8% interest rate.
 
 Consulting
Agreement
 On
January 26, 2008, the Company entered into a consulting agreement with two
directors to provide business development, merger and acquisition capital
raising and other services to the Company.  The term of the agreement
is five years.  Services to be provided are compensated under the
agreement at a rate of $1 million per annum which may be paid in shares of
stock.  During the three months ended June 30, 2008, fees of $250,000
were accrued for each of the two directors, and are included in "Accounts
Payable and Accrued Liabilities" at June 30, 2008.
 
 
 NOTE 12 – LITIGATION
 
 On
January 6, 2003, we were served as a third party defendant in a lawsuit titled
Northern Natural Gas Company vs. Betty Lou Sheerin vs. Tidelands Oil & Gas
Corporation, ZG Gathering, Ltd. and Ken Lay, in the 150th Judicial District
Court, Bexar County, Texas, Cause Number 2002-C1-16421. The lawsuit was
initiated by Northern Natural Gas (“Northern”) when it sued Betty Lou Sheerin
(“Sheerin”) for her failure to make payments on a note she executed payable to
Northern in the original principal amount of $1,950,000.
 
 On May 9,
2008, the Company received a Compromise Settlement Agreement and Mutual Release
of All Claims from Betty Lou Sheerin which ended litigation between Mrs. Sheerin
and the Company.
 
 On
February 26, 2008, ZG Gathering, Ltd., which has the sole remaining
non-adjudicated claims in this litigation, filed a Notice of Removal to the
Federal Bankruptcy Court of the remaining claims between Tidelands and ZG
Gathering, Ltd.  There is no setting yet for the trial of the removal
action, and the parties are in advanced settlement discussions.
 
 Based on
prior negotiations, the Company has reserved $2,250,000 as an estimated
litigation settlement and that amount has been included in this
report.  However, if the matter proceeds to trial, such reserve may or
may not be adequate.
  18
 Table of Contents
   TIDELANDS
OIL & GAS CORPORATION
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 JUNE
30, 2008
 (UNAUDITED)
 
 
 NOTE 12 – LITIGATION
(CONTINUED)
 
 All
remaining matters regarding litigation against Sonterra Energy Corporation
(“Sonterra”) followed Sonterra when the Company sold the subsidiary on January
9, 2008.  At the closing of the sale, the Company agreed to escrow
$75,000 with the buyer to cover legal costs plus adjudicated and/or settlement
amounts along with other contingencies.  As of June 30, 2008, $49,365
remained in escrow after deducting $25,635 for legal costs and other chargeable
costs.  All remaining funds as of January 9, 2009, will be returned to
the Company.
 
 
 NOTE 13 - SUBSEQUENT
EVENTS
  During
July 2008, the Company's stock traded at a price less than $0.01 per share,
resulting in an increase in the interest rate on the Debenture to 9 3/4% for the
remaining term of the Debenture.  As of August 13, 2008, the Company had
not received a written request from Golden Gate to prepay the amount of interest
that would otherwise be due on the Debenture through the maturity
date.






19
 Table of Contents




Item 2.Management's Discussion and Analysis of Financial Condition
and Results of Operations




Forward-Looking
Statements




We have
included forward-looking statements in this report. For this purpose, any
statements contained in this report that are not statements of historical fact
may be deemed to be forward-looking statements. Without limiting the foregoing,
words such as "may", "will", "expect", "believe", "anticipate", "estimate",
"plan" or "continue" or the negative or other variations thereof or comparable
terminology are intended to identify forward-looking statements. These
statements by their nature involve substantial risks and uncertainties, and
actual results may differ materially depending on a variety of factors. Factors
that might cause forward-looking statements to differ materially from actual
results include, among other things, overall economic and business conditions,
demand for the Company's products, competitive factors in the industries in
which we compete or intend to compete, natural gas availability and cost and
timing, impact and other uncertainties of our future acquisition
plans.




Business
Overview




Our
primary business operations are focused on the (i) development and operation of
transportation and storage infrastructure for natural gas in South Texas and the
Northern Mexican states of Tamaulipas and Nuevo Leon through our 20% ownership
interest in Frontera Pipeline, LLC (“Frontera”) and (ii) the regasification of
liquefied natural gas (“LNG”) project in the offshore waters of Southern
California.





Given the
large capital requirements for the construction of new midstream energy assets,
we anticipate that funding of our projects will be derived primarily through
joint ventures and alliances with strategic partners.  Additionally,
management will evaluate related acquisition opportunities that compliment our
current business strategy.  To date, the Company has identified one
acquisition opportunity and the completion of any such acquisition will be
conditioned upon obtaining requisite financing.





Frontera
Pipeline, LLC and the Burgos Hub Project





Previously,
the Company had been developing a natural gas pipeline system (the “Burgos Hub
Project”) project with its own resources through its subsidiary in the United
States, Sonora Pipeline, LLC (“Sonora”) and its subsidiary in Mexico, Terranova
Energia, S. de R.L. de C.V. (“Terranova”).  In September 2007, the
Company and Terranova entered into an agreement (the “Purchase Agreement”) with
Grand Cheniere Pipeline LLC (“Cheniere”), pursuant to which the Company conveyed
an 80% interest in the Company’s Burgos Hub Project, which involves the
development and construction of an integrated pipeline project traversing the
United States and Mexico border and the construction of a related subterranean
storage facility in Mexico.  Under Frontera’s limited liability
company agreement, Cheniere will be the manager of Frontera, with sole
decision-making and management control of the Burgos Hub Project.  On May
21, 2008, the Federal Energy Regulatory Commission (FERC) granted an extension
of time until and including July 10, 2010 for Sonora Pipeline LLC to construct
and make its Burgos Hub project facilities available for service. The
certificate of convenience and public necessity for the construction of the
natural gas pipeline and the permit to extend the pipeline under the Rio Grande
River for interconnection into natural gas pipelines in Mexico are key
entitlements that are expected to be used to attract commercial development of
the project. The extension of time granted by FERC was given in order to
accommodate expected commercial use of the facilities by parties based in
Mexico. On May 29, 2008, the Comision Reguladora de Energia (CRE) granted a one
year extension from that date for Terranova Energia, S. de R.L. de C.V.
(“Terranova”) to file its final cost and income proposal, as well as the
corresponding tariffs and maximum income for the existing natural gas pipeline
permit held by Terranova in Mexico. The current expectation of Frontera is that
no change of the existing pipeline routing under the original permit is needed
at this time; therefore, Frontera does not expect to file for an amendment to
the existing pipeline permit. Terranova is also wholly owned by Frontera.Frontera
expects that more clarity concerning the status of the natural gas storage
facility (a component of the Burgos Hub project) permit application will emerge
from the results of the energy reform legislation which is currently under
debate and consideration by the Mexican legislature. The CRE has informed
Frontera that there is a specific provision in the energy reform proposals put
forth by the Calderon administration that deals with the development of natural
gas storage facilities in depleted gas reservoirs that are owned by PEMEX and
the Mexican nation. Construction of the pipelines would not commence until
final investment decision is made by Cheniere after obtaining all required
authorizations to construct and operate the facilities from the appropriate U.S.
and Mexican authorities, arranging appropriate financing, and entering into
acceptable commercial arrangements with creditworthy
counterparties. Management’s current expectation for future commercial use
of the proposed facilities is that one or more subsidiaries of PEMEX are likely
to be the principal customer for some portion of the Burgos Hub project. The
Company will not receive and revenues or cash flow from Frontera for the
foreseeable future, if at all, and it will be responsible for funding certain
expenses in the event that final investment decision is made to construct the
facilities. In accordance with the existing agreements, the Company received
consulting fees of $75,000 paid by Frontera in the first six months of 2008 and
incurred no development related costs for the Burgos Hub project during the
first quarter of 2008.




20
 Table of Contents


Esperanza
Energy, LLC and the Port Esperanza Project





Esperanza
Energy, LLC ("Esperanza") was formed as a wholly-owned subsidiary of the Company
in March 2006 to evaluate the feasibility of developing an offshore, deep-water
LNG receiving and regasification terminal near Long Beach,
California.  The expected timeline for development of the Port
Esperanza project is influenced by the preparation of the application in a form
sufficient to be “deemed complete” by the Maritime Administration and Coast
Guard which are the principal Federal agencies with permit jurisdiction for LNG
terminal development in the offshore United States of America waters. After an
application is deemed complete, the process of obtaining the approvals is often
longer than the statutory time period of approximately one year due to “time
out” or suspension of the running of the clock on the application process due to
issues raised during the review of the permit application or due to resource
constraints present at the Maritime Administration and Coast Guard. California
state and local agency approvals can also impact the permit approval process
beyond the normal time expectations. Progress on the project is also dependent
upon the Company securing additional funding for the permit application process
and complying with state and federal regulations, including environmental
laws.  The Company does not expect to receive any revenues or cash
flow from the Esperanza project in the foreseeable future, if at all, and the
Company will be required to expend additional capital in order to further this
project. In the first quarter of 2008, the Company incurred approximately
$70,000 of development costs related to the Port Esperanza project. On January
21, 2008, the Company issued notes totaling $1,192,277 in payment of accounts
payable and accrued interest due to entities providing various services to its
Port Esperanza LNG Project. These notes, bearing interest at 10% per annum, were
originally due April 30, 2008 and have been extended until August 31, 2008. The
Company has paid all interest due April 30, 2008.




Reef
Ventures, LP International Pipeline




The
assets of this business originally consisted of two different pipelines: (1) an
8-mile twelve-inch diameter natural gas pipeline with metering and dehydration
facilities and (2) a two-mile segment of six-inch diameter pipeline to be used
in a future LPG project. These assets were impaired in 2006 with a significant
charge to earnings and contributed approximately 4 % of the Company’s revenues
in 2007. The Chittim Gas Processing plant which had been inactive since 2002 and
was formerly owned by Rio Bravo Energy LLC (a 100% owned subsidiary of the
Company) was conveyed to Reef International, LLC in 2007 along with the Carrizo
Springs Pipeline System that was also inactive and formerly held by Sonora
Pipeline LLC. During 2007, we attempted to negotiate for capacity reservation
charges with potential shippers of natural gas to obtain commitments that would
service existing indebtedness on the Reef Ventures’ International Pipeline, but
we were unsuccessful in obtaining any new commitments. In fact, revenues from
this business unit declined from the prior years. During the quarter ended March
31, 2008, no gas was transported for a fee and no revenues were earned by the
Reef Ventures, LP business unit. In March 2008, we sold our international
pipeline system, the Chittim Gas Plant and the Carrizo Springs pipeline system
owned by Reef Ventures, LP to WTG and utilized the proceeds of sale along with
an associated issuance of our common stock to retire over $5,300,000 of
indebtedness owed to Impact International, LLC (“Impact”).




Sonterra
Energy Corporation Business




The
assets of our Sonterra Energy Corporation ("Sonterra") subsidiary consisted of
propane distribution systems, including gas mains, yard lines, meters and
storage tanks, serving certain residential subdivisions in the Austin, Texas
area. During 2007, we attempted to negotiate a restructuring of the existing
convertible debenture indebtedness of $2,374,291 to a group of investors led by
Palisades Master Fund, LP. We were unable to come to mutually acceptable terms
in that restructuring effort and in January 2008, we sold the stock of Sonterra
Energy Corporation for $3,000,000 and utilized the proceeds from that sale to
retire the convertible debentures and repurchase certain outstanding
warrants. All remaining matters regarding litigation against Sonterra
Energy Corporation (“Sonterra”) followed Sonterra when the Company sold the
subsidiary on January 9, 2008.  At the closing of the sale, the
Company agreed to escrow $75,000 with the buyer to cover legal costs plus
adjudicated and/or settlement amounts along with other
contingencies.  As of March 31, 2008, $49,365 remained in escrow after
deducting $25,635 for legal costs and other chargeable costs.  All
remaining funds as of January 9, 2009, will be returned to the
Company.




21
 Table of Contents




Golden
Gate Investors, Inc. Financing





On May 9,
2008, the Company completed a financing transaction in which it entered into a
Securities Purchase Agreement ("Purchase Agreement") with Golden Gate Investors
Inc. ("Golden Gate") which provided for the issuance and sale by the Company of
up to $3 million of 6% convertible debentures, with the initial issuance of a $1
million debenture ("Debenture") and the payment of cash by Golden Gate of
$200,000 and issuance by Golden Gate to the Company of a $800,000 promissory
note ("Note"). The Purchase Agreement provides Golden Gate with the right to
lend, in two separate $1 million fundings, an additional $2 million to the
Company, in its sole discretion, through advancing cash of $200,000 and issuing
a note for the balance, similar to the Note. The Company has the right until
August 8, 2008, to redeem, at a price equal to the principal and accrued
interest, the Debenture provided that no event of default has occurred. The
Debenture is unsecured and bears interest at the annual rate of 6%, payable
monthly, with the principal amount due on May 9, 2011. The Debenture is
convertible at a per share equal to the lesser of $.50 or 80% of the average of
the three lowest volume weighted average prices during the twenty trading days
prior to Golden Gate's election to convert. The Note is secured and bears
interest at the annual rate of 6.25%, payable monthly, with the principal amount
due on May 31, 2011. Golden Gate has the option to prepay this note, subject to
the satisfaction of certain conditions.





Results
of Operations





THREE MONTHS ENDED JUNE 30,
2008 COMPARED TO THREE MONTHS ENDED JUNE 30, 2007





REVENUES:
The Company reported revenues of $30,000 for the three months ended June 30,
2008 compared to revenues of $0 for the three months ended June 30, 2007.The
revenue increase resulted from the receipt of consulting fees from Frontera
Pipeline LLC during the period ended June 30, 2008 whereas no such fees were
received during the period ended June 30, 2007.





TOTAL
COSTS AND EXPENSES: Total Costs and Expenses for the three months ended June 30,
2008 were $1,144,599 versus $1,802,041 for the three months ended June 30, 2007
which is a decrease of 36% in Total Costs and Expenses for the three months
ended June 30, 2008 versus the three months ended June 30, 2007. The primary
reason for the decrease in Total Expenses was the absence of stock option
issuance expenses in the three months ended June 30, 2008 versus the three
months ended June 30, 2007.





SELLING,
GENERAL AND ADMINISTRATIVE – RELATED PARTIES: Selling, General and
Administrative  – Related Parties for the three months ended June 30,
2008 was $0 compared to $971,000 for the three months ended June 30, 2007. The
decrease was due to the absence of stock option issuances in the three months
ended June 30, 2008 versus the three months ended June 30, 2007.




SELLING,
GENERAL AND ADMINISTRATIVE: Selling, General and Administrative costs for the
three months ended June 30, 2008 were $1,138,548 compared to $824,842 for the
three months ended June 30, 2007. Most of the increase in these expenses was
attributable to increases in compensation paid to directors.





OTHER
INCOME (EXPENSE): Total Other Income (Expense) for the three months ended June
30, 2008 was ($21,252) versus ($181,118) for the three months ended June 30,
2007. The primary reason for the decrease in Other Expense is the decrease in
interest expense to ($36,786) for the three months ended June 30, 2008 versus
($181,450) for the three months ended June 30, 2007 which reflects the payoff of
the convertible debentures in the amount of $2,374,291 in January
2008.





NET LOSS
FROM CONTINUING OPERATIONS: Net Loss from Continuing Operations was ($1,135,851)
for the three months ended June 30, 2008 compared to ($1,983,159) for the three
months ended June 30, 2007 which is a decrease in Net Loss from Continuing
Operations of $1,597,308. This decrease is due primarily to the absence of stock
option issuances during the period ended June 30, 2008 versus the three months
ended June 30, 2007.





22
 Table of Contents




NET
INCOME FROM OPERATIONS OF DISCONTINUED SEGMENTS: Net Income from Operations of
Discontinued Segments was $2,829 for the three months ended June 30, 2008 versus
($2,682,925) for the three months ended June 30, 2007 which is an increase of
$2,685,754 in Net Income from Operations of Discontinued Segments. The increase
resulted from Gains on Disposal of the assets of Reef Ventures, LP and the sale
of Sonterra Energy Corporation as further detailed in Note 5 of the Consolidated
Financial Statements.





NET LOSS:
Net Loss for the three months ended June 30, 2008 was ($1,133,022) versus the
Net Loss of ($4,666,084) for the three months ended June 30, 2007. The primary
reason for the substantial reduction in loss for the three months ended June 30,
2008 versus the three months ended June 30, 2007 was the decrease in Selling
General and Administrative – Related Parties expense and the Gains on Disposal
of the assets of Reef Ventures, LP and the sale of Sonterra Energy
Corporation.




SIX MONTHS ENDED JUNE 30,
2008 COMPARED TO SIX MONTHS ENDED JUNE 30, 2007





REVENUES:
The Company reported revenues of $75,000 for the six months ended June 30, 2008
compared to revenues of $0 for the six months ended June 30, 2007.The revenue
increase resulted from the receipt of consulting fees from Frontera Pipeline LLC
during the period ended June 30, 2008 whereas no such fees were received during
the period ended June 30, 2007.





TOTAL
COSTS AND EXPENSES: Total Costs and Expenses for the six months ended June 30,
2008 were $3,173,792 versus $6,778,803 for the six months ended June 30, 2007
which is a decrease of 53% in Total Costs and Expenses for the six months ended
June 30, 2008 versus the six months ended June 30, 2007. The primary reason for
the decrease in Total Expenses was the absence of stock option issuance expenses
in the six months ended June 30, 2008 versus the six months ended June 30,
2007.





SELLING,
GENERAL AND ADMINISTRATIVE – RELATED PARTIES: Selling, General and
Administrative  – Related Parties for the six months ended June 30,
2008 was $0 compared to $3,638,000 for the six months ended June 30, 2007. The
decrease was due to the absence of stock option issuances in the six months
ended June 30, 2008 versus the six months ended June 30, 2007.




SELLING,
GENERAL AND ADMINISTRATIVE: Selling, General and Administrative costs for the
six months ended June 30, 2008 were $3,911,690 compared to $3,128,275 for the
six months ended June 30, 2007. Most of the increase in these expenses was
attributable to increases in compensation paid to directors.





OTHER
INCOME (EXPENSE): Total Other Income (Expense) for the six months ended June 30,
2008 was ($151,908) versus ($526,362) for the six months ended June 30, 2007.
The primary reason for the decrease in Other Expense is the decrease in interest
expense to ($179,396) for the six months ended June 30, 2008 versus ($526,947)
for the six months ended June 30, 2007 which reflects the payoff of the
convertible debentures in the amount of $2,374,291 in January 2008.




23
 Table of Contents




NET LOSS
FROM CONTINUING OPERATIONS: Net Loss from Continuing Operations was ($4,000,700)
for the six months ended June 30, 2008 compared to ($7,305,165) for the six
months ended June 30, 2007 which is a decrease in Net Loss from Continuing
Operations of $4,054,465. This decrease is due primarily to the absence of stock
option issuances during the period ended June 30, 2008 versus the six months
ended June 30, 2007.





NET
INCOME FROM OPERATIONS OF DISCONTINUED SEGMENTS: Net Income from Operations of
Discontinued Segments was $705,772 for the six months ended June 30, 2008 versus
($2,479,275) for the six months ended June 30, 2007 which is an increase of
$3,185,047 in Net Income from Operations of Discontinued Segments. The increase
resulted from Gains on Disposal of the assets of Reef Ventures, LP and the sale
of Sonterra Energy Corporation as further detailed in Note 5 of the Consolidated
Financial Statements.





NET LOSS:
Net Loss for the six months ended June 30, 2008 was ($3,294,928) versus the Net
Loss of ($9,784,440) for the six months ended June 30, 2007. The primary reason
for the substantial reduction in loss for the three months ended June 30, 2008
versus the six months ended June 30, 2007 was the decrease in Selling General
and Administrative – Related Parties expense and the Gains on Disposal of the
assets of Reef Ventures, LP and the sale of Sonterra Energy
Corporation.




Liquidity
and Capital Resources





The
Company is not currently generating any significant revenues and has incurred
significant operating losses.  The Company’s financial statements have
been prepared assuming that the Company will continue as a going
concern.  As discussed in the Company’s financial statements, the
Company’s absence of significant revenues, recurring losses from operations, and
its need for additional financing in order to fund its working capital needs in
2008 raise substantial doubt about its ability to continue as a going
concern.





At June
30, 2008, we had current assets of $975,116, current liabilities of $4,814,788
and working capital deficit of $3,839,672.   After giving effect
to the Sonterra transaction in January 2008, the WTG transaction in March 2008,
and the recent financing with Golden Gate Investors, Inc.,  the
Company currently  has approximately $2,565,000 of current notes
payable, accounts payable and accrued expenses that require payment or other
satisfaction during 2008.  We will need to raise capital to discharge
these obligations.  Additionally, we believe that after taking into
account the recent financing transaction with Golden Gate Investors, Inc., we
will require approximately $300,000 of additional capital between the present
time and November 2008 to meet working capital needs for
2008.   Accordingly, we will be reliant upon best efforts debt
and/or equity financings to fund the payment of current liabilities and working
capital needs.  We cannot give any assurance that this additional
needed financing could be obtained on attractive terms or at all.  The
Company’s viability is contingent upon its ability to receive external
financing.  Failure to obtain sufficient working capital may result in
management resorting to the sale of assets or otherwise curtailing
operations.





Contractual
Commitments





A tabular
disclosure of our contractual obligations at June 30, 2008, is as
follows:




Payments
      due by period1
      year or less
            
            
            2 –
      3 Years
            
            
            4 –
      5 Years
            
            
            More
      than 5 YearsCredit
      Facilities
            
            $
            1,363,652
            
            
            $
            1,000,000
            
            
            $
            --
            
            
            $
            --Operating
      Leases
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --Employment
      and consulting contracts (1)
            
            
            3,512,500
            
            
            
            7,087,500
            
            
            
            5,647,500
            
            
            
            --Total
            
            $
            4,876,152
            
            
            $
            8,087,500
            
            
            $
            5,647,500
            
            
            $
            --




(1)Does
not include perquisites.




24
 Table of Contents




Off
Balance-Sheet Arrangements




As of
June 30, 2008 and 2007, the Company did not have any significant off
balance-sheet arrangements.




Item 3. Quantitativeand Qualitative Disclosures About Market
Risk




Cash
and Cash Equivalents




We have
historically invested our cash and cash equivalents in short-term, fixed rate,
highly rated and highly liquid instruments which are reinvested when they mature
throughout the year. Although our existing investments are not considered at
risk with respect to changes in interest rates or markets for these instruments,
our rate of return on short-term investments could be affected at the time of
reinvestment as a result of intervening events.  As of June 30, 2008, we
had cash of $8,527.




We do not
issue or invest in financial instruments or their derivatives for trading or
speculative purposes. Our operations are conducted primarily in the United
States, and, are not subject to material foreign currency exchange risk.
Although we have outstanding debt and related interest expense, market risk of
interest rate exposure in the United States is currently not
material.




Debt




The
interest rate on our promissory note debt obligations at June 30, 2008 is a
fixed rate of 10% per annum.




Item 4. Controlsand Procedures





Evaluation
of Disclosure Controls and Procedures





Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Securities Exchange Act of 1934, as
amended (the "Act") is accumulated and communicated to the issuer's management,
including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure. It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote.  For the quarter ended June 30, 2008, we carried out an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures.  Based on this evaluation, management has
concluded that the Company’s disclosure controls and procedures are not
effective because of the identification of a material weakness in our internal
control over financial reporting which is identified below, which we view as an
integral part of our disclosure controls and procedures. A material
weakness is a deficiency, or a combination of control deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis.




25
 Table of Contents





The
material weakness relates to certain errors in accounting for equity-based
compensation that were reported for the three month period ended March 31, 2007
and six month period ended June 30, 2007.  The errors were discovered
in connection with the preparation of the Company’s September 30, 2007 unaudited
financial statements. Upon reviewing and updating our accounting and disclosures
related to equity-based compensation for the nine months ended September 30,
2007, the Company discovered its errors. Upon this determination, management and
the Board of Directors were alerted to the facts and circumstances regarding the
errors in accounting for the equity-based compensation.  As a result,
we determined that our disclosure controls were not effective.




Based on
the impact of the aforementioned accounting error, we determined to restate our
consolidated financial statements as of three month period ended March 31, 2007
and six month period ended June 30, 2007.  Subsequent thereto, we
implemented the following remedial measures to address the identified material
weaknesses:





·
            We
      reviewed all equity-based compensation agreements to assure the issuance
      of the equity instruments have been properly accounted for and disclosed
      in our financial statements in accordance with generally accepted
      accounting principles.





·
            We
      have improved the supervision and training of our accounting staff to
      understand and implement accounting requirements, policies and procedures
      applicable to the accounting and disclosure of equity based
      instruments.





This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to the attestation by
the Company’s registered public accounting firm pursuant to temporary rules of
the SEC that permit the Company to provide only management’s report in this
annual report.




Changes
in Internal Controls over Financial Reporting





During
the quarter ended June 30, 2008, we did not make any changes in our internal
controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.






26
 Table of Contents




PART
II - OTHER INFORMATION




Item 1. LegalProceedings





Other
than as set forth below and in the prior reports filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, the Company
is not a party to any material pending legal proceeding.




Matter
No. 1




As
described in the Company prior reports, the Company was a party to a pending
lawsuit titled Northern Natural Gas Company vs. Betty Lou Sheerin vs. Tidelands
Oil & Gas Corporation, ZG Gathering, Ltd. and Ken Lay, in the 150th Judicial
District Court, Bexar County, Texas, Cause Number 2002-C1-16421.  A trial
date was set for January 7, 2008. On December 3, 2007, ZG Gathering, Ltd.
filed a Suggestion of Bankruptcy which stayed the case.  On December
13, 2007, Betty Lou Sheerin non-suited with prejudice all of her claims against
Tidelands Oil and Gas Corporation and Tidelands Oil and Gas Corporation
non-suited with prejudice all of its claims against Betty Lou Sheerin. On
May 9, 2008 the Company received a Compromise Settlement Agreement and Mutual
Release of All Claims from Betty Lou Sheerin ratifying the actions taken
December 13, 2007. The claims between Northern Natural Gas Company, Betty
Lou Sheerin, the Estate of Kenneth Lay, and the Estate of Charlton Hadden were
severed from the claims between Northern, ZG Gathering, Ltd., and Tidelands Oil
and Gas Corporation.  The claims between Northern Natural Gas Company
and Betty Lou Sheerin then proceeded to trial on January 7, 2008 in the State
District Court.  The jury in that case concluded, among other things,
that Northern Natural Gas is the owner of the note in question, that Betty Lou
Sheerin agreed to be obligated on the note, that she failed to comply with the
note, and that the unpaid principal and accrued interest on the
note  was $1,950,000.00.   The jury’s complete findings
are on file in the court’s record in Cause No. 2002-CI-16421.  No
final Judgment has been entered in this matter.  On February 26, 2008,
ZG Gathering, Ltd. filed a Notice of Removal to the Federal Bankruptcy Court of
the remaining claims between Northern Natural Gas Company, Tidelands Oil &
Gas Corporation and ZG Gathering, Ltd.  On July 18,2008, ZG Gathering,
Ltd. and Tidelands executed a Compromise Settlement Agreement and Mutual Release
of All Claims under which Tidelands is required, upon approval of a Final Order
by the Bankruptcy Court, to remove the stop transfer order on 1,000,000 shares
of previously issued common stock of the Company, execute a quit claim deed with
respect to the 225 mile gathering system owned by ZG Gathering, Ltd., and to
further issue 1,000,000 shares of common stock to ZG Gathering, Ltd. in exchange
for the settlement of all claims by ZG Gathering, Ltd. ZG Gathering, Ltd. has
filed a Motion to Approve the Compromise and Settlement Agreement with the
Bankruptcy Court and the parties await a Final Order with respect to that
motion.





Other
Legal Matters





All
remaining matters regarding litigation against Sonterra Energy Corporation
(“Sonterra”) followed Sonterra when the Company sold the subsidiary on January
9, 2008.  At the closing of the sale, the Company agreed to escrow
$75,000 with the buyer to cover legal costs plus adjudicated and/or settlement
amounts along with other contingencies.  As of June 30, 2008, $49,365
remained in escrow after deducting $25,635 for legal costs and other chargeable
costs.  All remaining funds as of January 9, 2009, will be returned to
the Company.





27
 Table of Contents




Item 1A. RiskFactors




During
the six months ended June 30, 2008, there were no material changes to the risk
factors described in Part I, Item 1A “Risk Factors” of the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31,
2007.




Item 2. UnregisteredSales of Equity Securities and Equity
Repurchases





Set forth
below is certain information concerning issuances of common stock during the six
months ended June 30, 2008, and to the date of this report, that were not
registered under the Securities Act of 1933 (“Securities Act”):





The
Company issued 5,300,000 shares of its restricted common stock for consulting
services valued at $386,900.





The
Company issued 211,134 shares of its restricted common stock valued at
$16,679.58 to two holders of the Company Stock Warrants under cashless exercise
provisions which reduced the total number of warrant shares outstanding by
243,616 for purpose of cancellation.





The
Company issued 39,890,180 shares of its restricted common stock valued at
$1,994,509 in payment of the balance due Impact International, LLC, after
remitting the net proceeds from the sale of its International Pipeline between
the United States and Mexico to West Texas Gas, Inc.





The
Company issued 3,571,429 shares each of its restricted common stock valued at
$250,000 to two of its directors in payment of consulting fees for the three
months ended March 31, 2008.





The
Company issued 230,905 shares of its restricted common stock valued at $8,082 to
a holder of the Company’s Stock Warrants under cashless exercise
provisions.




The
issuances referenced above were consummated pursuant to Section 4(2) of the
Securities Act and the rules and regulations promulgated thereunder on the basis
that such transactions did not involve a public offering and the offerees were
sophisticated, accredited investors with access to the kind of information that
registration would provide. The recipients of these securities represented their
intention to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof and appropriate legends
were affixed to the share certificates and other instruments issued in such
transactions. No sales commissions were paid.




28
 Table of Contents




Item 3. DefaultsUpon Senior Securities




None.





Item 4. Submissionof Matters to a Vote of Security
Holders




None.




Item 5.Other Information




None.




Item 6. Exhibits




Exhibit
            
            Description
            
            Location
      of Exhibit31.1
            
            Chief Executive Officer and Chief Financial Officer
      Section 302 Certification pursuant to Sarbanes - Oxley
      Act.
            
            Included
      with this filing.32.1
            
            Chief Executive Officer-Section 906 Certification
      pursuant to Sarbanes-Oxley Act
            
            Included
      with this filing.







29
 Table of Contents




SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.





TIDELANDS
      OIL & GAS CORPORATIONDate: August
      18, 2008
            By:
            /s/  James
      B.
      SmithJames
      B. Smith
              President
      and Chief Executive Officer






30
 Table of Contents