U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(x) QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the quarterly period ending September 30, 2000.

( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE  ACT
OF 1934


                         COMMISSION FILE NUMBER 0-29613
                         ------------------------------


                         TIDELANDS OIL & GAS CORPORATION
                         -------------------------------


              NEVADA                                     66-0549380
              ------                                     ----------
     (State of Incorporation)                 (IRS Employer Identification No.)


  13330 Leopard St., Corpus Christi, TX                      78410
  -------------------------------------                      -----
(Address of Principal Executive Offices)                   Zip Code

Issuer's telephone number,                              (361-241-2244)

Check  whether the issuer (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 that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X  No   .
                                                             ---   ---

The number of shares of common stock, par value $.001 per share,  outstanding as
of November 14, 2000 was 17,980,489 shares.


<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                                   FORM 10-QSB

                                      INDEX
                                      -----
                                                                            Page
                                                                            ----
PART I - Financial Information

Item 1 - Financial Statements
         Condensed Consolidated Balance sheets as of
         September 30, 2000 and December 31, 1999 .......................  3 - 4

         Condensed Consolidated Statements of Operations
         For the Three Months Ended September 30,  2000 and 1999.........      5

         Condensed Consolidated Statement of Operations
         For the Nine Months Ended September 30, 2000 and 1999...........      6

         Condensed Consolidated Statements of Cash Flows
         For the Nine Months Ended September 30, 2000 and 1999...........  7 - 8

         Notes to Condensed Consolidated Financial Statements ...........      9

Item 2 - Management's Discussion and Analysis or Plan of Operation ......     10

PART II - Other Information

Item 1 - Legal Proceedings ..............................................     11

Item 2 - Changes in Securities and Use of Proceeds.......................     11

Item 3 - Defaults Upon Senior Securities.................................     11

Item 4 - Submission of Matters to a Vote of Security Holdings............     11

Item 5 - Other Information...............................................     11

Item 6 - Exhibits and Reports on Form 8K ................................     11

Signature................................................................     12


                                     - 2 -

<PAGE>

                    TIDELANDS OIL & GAS CORPORATION (NOTE 3)
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                     ASSETS
                                     ------



                                      September 30, 2000      December 31, 1999
                                      ------------------      -----------------
                                         (Unaudited)
Current Assets:
   Cash                                $        183,585        $         51,065
   Accounts Receivable                           13,487                  14,365
   Prepaid Expenses                               3,094                  11,851
                                       ----------------        ----------------
           Total Current Assets                 200,166                  77,281
                                       ----------------        ----------------

Oil and Gas Properties (Net)                    486,040                 506,310
                                       ----------------        ----------------

Other Assets:
   Deposits and Organizational
     Costs, Net                                   1,658                   1,101
   Investments                                  159,675                 115,742
   Intangible Assets, Net                     3,369,458               3,503,633
                                       ----------------        ----------------
           Total Other Assets                 3,530,791               3,620,476
                                       ----------------        ----------------

                Total Assets           $      4,216,997        $      4,204,067
                                       ================        ================




      See Accompanying Notes to Condensed Consolidated Financial Statements

                                      - 3 -

<PAGE>

<TABLE>

<CAPTION>

                    TIDELANDS OIL & GAS CORPORATION (NOTE 3)
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND STOCKHOLDER'S EQUITY
                      ------------------------------------


                                                  September 30, 2000    December 31, 1999
                                                  ------------------    -----------------
                                                      (Unaudited)
<S>                                                <C>                   <C>
Current Liabilities:
   Accounts Payable and
      Accrued Expenses                             $        510,830      $        415,051
   Current Maturities of Long-Term Debt                      19,552                19,552
   Drilling Advances                                              0                25,967
                                                   ----------------      ----------------
           Total Current Liabilities                        530,382               460,570

Long-Term Debt                                              264,925                60,405

Due to Related Parties                                      667,499               430,218
                                                   ----------------      ----------------

           Total Liabilities                              1,462,806               951,193
                                                   ----------------      ----------------

Commitments and Contingencies

Stockholders' Equity
   Common stock $.001 par value
      per share, 100,000,000 shares
      authorized;  17,980,489 shares issued
      and outstanding September 30, 2000,
      17,420,489 shares issued and
      outstanding, December 31, 1999                         17,980                17,420
   Additional Paid-in Capital                             4,845,780             4,682,270
   Subscriptions Receivable                                 (67,500)             (124,575)
   Accumulated (Deficit)                                 (2,042,069)           (1,322,241)
                                                   ----------------      ----------------

           Total Stockholders' Equity                     2,754,191             3,252,874
                                                   ----------------      ----------------

           Total Liabilities and
             Stockholders' Equity                  $      4,216,997      $      4,204,067
                                                   ================      ================

</TABLE>


      See Accompanying Notes to Condensed Consolidated Financial Statements

                                      - 4 -

<PAGE>

                    TIDELANDS OIL & GAS CORPORATION (NOTE 3)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                       Three Months Ended    Three Months Ended
                                       September 30, 2000    September 30, 1999
                                       ------------------    ------------------


Revenues:
   Oil and Gas Sales                     $         62,487      $         13,753
                                         ----------------      ----------------

Expenses:
   Lease Expirations                               27,809                     0
   Lease Operating                                 89,983                53,603
   Depreciation and Amortization                   53,602                50,629
   (Gain) Loss in Equity Investments              (16,184)               12,593
   General and Administrative                     146,834               179,236
                                         ----------------      ----------------
           Total Expenses                         302,044               296,061
                                         ----------------      ----------------

           (Loss) Before Provision
                for Income Taxes                 (239,557)             (282,308)
                                         -----------------     ----------------

Provision For Income Taxes                              0                     0
                                         ----------------      ----------------

           Net (Loss)                            (239,557)             (282,308)
                                         ================      ================

Net(Loss) Per Common Share-Basic         $         (0.013)     $         (0.018)
                                         ----------------      ----------------

Weighted Average Number of
   Common Shares Outstanding-Basic             17,930,489            15,498,030
                                         ================      ================

Net(Loss) Per Common Share
  Diluted                                $         (0.012)     $         (0.015)
                                         ----------------      ----------------

Weighted Average Number of
   Common Shares Outstanding-
   Diluted                                     19,630,489            18,528,030
                                         ================      ================






      See Accompanying Notes to Condensed Consolidated Financial Statements

                                      - 5 -

<PAGE>

                    TIDELANDS OIL & GAS CORPORATION (NOTE 3)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                      Nine Months Ended      Nine Months Ended
                                     September 30, 2000     September  30, 1999
                                     ------------------     -------------------


Revenues:
   Oil and Gas Sales                   $         99,588        $         26,978
                                       ----------------        ----------------

Expenses:
   Lease Expirations                             27,809                       0
   Lease Operating                              183,063                  86,119
   Depreciation, Depletion
      and Amortization                          159,436                 151,832
   Loss in Equity of Investments                 30,396                  12,593
   General and Administrative                   418,709                 392,691
                                       ----------------        ----------------
           Total Expenses                       819,413                 643,235
                                       ----------------        ----------------

           (Loss) Before Provision

                for Income Taxes               (719,825)               (616,257)
                                       -----------------       -----------------

Provision For Income Taxes                            0                       0
                                       ----------------        ----------------

           Net (Loss)                          (719,825)               (616,257)
                                       ================        ================

Net(Loss) Per Common Share-Basic       $         (0.041)       $         (0.043)
                                       ----------------        -----------------

Weighted Average Number of

   Common Shares Outstanding-Basic           17,700,489              14,405,745
                                       ================        ================

Net(Loss) Per Common Share

  Diluted                              $         (0.037)       $         (0.039)
                                       ----------------        ----------------

Weighted Average Number of
   Common Shares Outstanding-
   Diluted                                   19,655,489              15,920,745
                                       ================        ================



      See Accompanying Notes to Condensed Consolidated Financial Statements

                                      - 6-

<PAGE>

<TABLE>

<CAPTION>

                    TIDELANDS OIL & GAS CORPORATION (NOTE 3)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                            Nine Months Ended    Nine Months Ended
                                           September 30, 2000   September 30, 1999
                                           ------------------   ------------------
<S>                                        <C>                  <C>
Cash Flows Provided (Required)
  By Operating Activities:
   Net (Loss)                                $       (719,825)    $       (616,257)
  Adjustments to Reconcile Net
   (Loss) to Operating Cash Flow:
Depreciation, Depletion
  And Amortization                                    159,436              151,832
Decrease in  Receivables                                  878                6,319
Decrease in Prepaid Expenses                            8,757                    0
(Increase) in Deposits
  and Organization Costs                                 (750)                (450)
(Decrease) in Drilling Advances                       (25,967)                   0
Increase in Accounts Payable
  and Accrued Expenses                                215,971                3,014
                                             ----------------     ----------------

Net Cash (Required) by
  Operating Activities                               (361,500)             (455,542)
                                             ----------------     -----------------

Cash Flows Provided (Required) By
  Investing Activities,
   Dispositions of Oil and Gas Properties               1,172               82,673
  Increase in Investments                             (43,933)            (104,023)
                                             ----------------     ----------------
Net Cash (Required) by
  Investing Activities                                (42,761)             (21,350)
                                             -----------------    -----------------

Cash Flows Provided by
  Financing Activities:
   Increase (Decrease) in Long-Term Debt              227,925              (42,658)
   Increase in due to Related Parties                 237,281              101,192
   Decrease in Subscriptions Receivable                71,575              442,728
                                             ----------------     ----------------

Net Cash Provided by Financing
 Activities                                           536,781              501,262
                                             ----------------     ----------------

Net Increase in Cash                         $        132,520     $         24,370
                                             ================     ================

Supplemental Disclosure of Cash
  Flow Information:
    Interest Paid                            $          1,064     $         23,943
                                             ================     ================
    Income Taxes Paid                        $            500     $              0
                                             ================     ================

</TABLE>

                                   (continued)
      See Accompanying Notes To Condensed Consolidated Financial Statements

                                      - 7 -

<PAGE>

                  TIDELANDS OIL & GAS CORPORATION (SEE NOTE 3)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                   (CONTINUED)




                                   Nine Months Ended          Nine Months Ended
                                  September 30, 2000         September 30, 1999
                                  ------------------         ------------------

Supplemental Disclosure of
  Non-Cash Transactions:

Common Stock Issued in
  Payment of Accrued
  Expenses and Accounts Payable     $        143,600           $         19,000
                                    ================           ================

Common Stock Issued in
   Payment of Notes and
   Loans Payable                    $              0           $        423,553
                                    ================           ================

Common Stock Issued in
   Settlement of Litigation         $              0           $            175
                                    ================           ================

Common Stock Issued for
   An Acquisition                   $          5,970           $              0
                                    ================           ================








      See Accompanying Notes To Condensed Consolidated Financial Statements

                                      - 8 -

<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION
------   ---------------------

         The accompanying  unaudited condensed consolidated financial statements
         for the three month and nine month periods ended September 30, 2000 and
         1999,  have  been  prepared  in  conformity  with  generally   accepted
         accounting  principles for interim  financial  information and with the
         instructions   to  Form  10-QSB  and  Regulation   S-B.  The  financial
         information  as of December 31, 1999, is derived from the  registrant's
         Form 10-KSB for the year ended December 31, 1999.  Certain  information
         or  footnote  disclosures  normally  included in  financial  statements
         prepared in accordance with generally  accepted  accounting  principles
         have been condensed or omitted pursuant to the rules and regulations of
         the Securities and Exchange Commission.

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  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,  1999,   included  in  the
         registrant's Form 10-KSB for the year ended December 31, 1999.

         Operating  results  for the three  month and nine  month  period  ended
         September 30, 2000 are not  necessarily  indicative of the results that
         may be expected for the  remainder  of the fiscal year ending  December
         31, 2000. The accompanying  unaudited condensed  consolidated financial
         statements  include the accounts of the registrant and its wholly-owned
         subsidiaries.  All significant  inter-company accounts and transactions
         have been eliminated in consolidation.

NOTE 2 - INTANGIBLES
------   -----------

         The registrant  evaluates the amortization  period of intangibles on an
         ongoing basis in light of changes in any business conditions, events or
         circumstances that may indicate the potential  impairment of intangible
         assets.

         The adoption of Statement of Accounting  Standards 121, "Accounting for
         the  Impairment  of  Long-Lived  Assets  to be  Disposed  of",  and the
         evaluation by the registrant,  did not have a significant effect on the
         consolidated  financial  position  or  results  of  operations  of  the
         registrant  for the three  months and nine months ended  September  30,
         2000.

                                      - 9 -

<PAGE>

                         TIDELANDS OIL & GAS CORPORATION

ITEM 2 - MANAGEMENT'S PLAN OF OPERATION
------   ------------------------------

         FORWARD LOOKING STATEMENTS
         --------------------------

         This Form 10-QSB contain forward-looking  statements. For this purpose,
         any statements contained in this Form 10-QSB 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"  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.

         PLAN OF OPERATION
         -----------------

         The Company's plan of operation for the next twelve (12) months through
         its wholly-owned subsidiaries,  Tidelands Oil Corporation and Tidelands
         Gas  Corporation  is to continue to rework  existing oil and gas wells,
         subject  to  budgetary  limitations,   for  the  purpose  of  achieving
         increased  production  revenues and to assist in  developing  its fifty
         percent (50%) owned gas processing  plant and fifty percent (50%) owned
         pipeline system to their capacities.

         Rio Bravo Energy, LLC and its subsidiary, Sonora Pipeline, LLC, the 50%
         owned  pipeline and  processing  plant  entities  achieved  their first
         profitable  quarter  during  this  period and are  expected to continue
         recording both increased revenues and increased net income.

         In addition,  subject to available  funding,  the Company would seek to
         acquire additional oil and/or gas producing properties..

         FINANCIAL CONDITIONS
         --------------------

         The Company  currently does not have the liquidity or capital resources
         to fund its operations until revenues and profits increase as described
         in it's "Plan of Operations"  without  utilizing its one million dollar
         ($1,000,000)  line of  credit  which  has been  drawn in the  amount of
         $227,925,  as of September 30, 2000 or obtaining  additional  borrowing
         and/or sales of common stock.

         Tidelands  has  secured  a  $20  million   dollar   agreement  from  an
         institutional  equity investor  providing for a private equity line for
         the purchase on common stock, subject to registration and certain other
         conditions. Additionally, the financing will be limited to a percentage
         of dollar  trading  volume of the company's  stock as quoted on the OTC
         Bulletin Board.

                                     - 10 -

<PAGE>

                         TIDELANDS OIL & GAS CORPORATION

                           PART II - OTHER INFORMATION
                           ---------------------------

ITEM 1 -  LEGAL PROCEEDINGS
------    -----------------

         The  Company  is  not a  party  to  any  pending  or  threatened  legal
         proceedings.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS
------   -----------------------------------------

         During the  quarterly  period ended  September  30,  2000,  the Company
         issued restricted common stock, for private transactions in reliance on
         Section 4 (2) of the Act, as described below:

         (a) The Company issued  100,000  shares of restricted  common stock for
         public relation services rendered, valued and recorded at $15,600.

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
------   -------------------------------

         None

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------   ---------------------------------------------------

         No matter was submitted to a vote of the security holders,  through the
         solicitation of proxies or otherwise,  during the second quarter of the
         fiscal year covered by this report.

ITEM 5 - OTHER INFORMATION
------   -----------------

         Tidelands  has  secured  a  $20  million   dollar   agreement  from  an
         institutional  equity investor  providing for a private equity line for
         the purchase on common stock, subject to registration and certain other
         conditions. Additionally, the financing will be limited to a percentage
         of dollar  trading  volume of the Company's  stock as quoted on the OTC
         Bulletin Board.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8K
------   -------------------------------

         (a) Exhibits - 27.1 Financial Data Schedule - September 30, 2000

         (b) Reports on Form 8-K - None



                                      -11-

<PAGE>

                           TIDELANDS OIL & GAS CORPORATION



         SIGNATURE

         In accordance with the requirements of the Exchange Act, the registrant
         caused  this  report  to be signed  on its  behalf by the  undersigned,
         thereunto duly authorized.

         Dated:  November  14, 2000


         TIDELANDS OIL & GAS CORPORATION

          /s/ Michael Ward
         -----------------
         By:  Michael Ward
         President



                                     - 12 -