UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB
                                 Amendment No. 1



(Mark one)

[X]  Quarterly  Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

                 For the quarterly period ending March 31, 2004

[_]  Transition Report Under Section 13 or 15(d) of The Securities  Exchange Act
     of 1934

         For 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 78410
                  --------------------------------------------
                    (Address of principal executive offices)

                                 (210) 764-8642
                                 --------------
                          (Issuer's telephone number)



      Securities registered under Section 12 (b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock - $0.001 par value



Check  whether  the issuer  has (1) filed all  reports  required  to be files 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. Yes X  No
                                                             ---   ---

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes    No
                                                 ---   ---
                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of March 31, 2004,  there were  48,875,325  shares of Common Stock issued and
outstanding.

Transitional Small Business Disclosure Format : Yes    No X
                                                   ---   ---

The  undersigned  Registrant  hereby amends and restates Item 3 of its Quarterly
Report on Form 10-QSB for the period ended March 31, 2004.


<PAGE>

ITEM 3. CONTROLS AND PROCEDURES.

(a)      Evaluation of Disclosure Controls and Procedures.

As of the end of the  reporting  period,  March  31,  2004,  we  carried  out an
evaluation,  under the supervision and with the participation of our management,
including  the  Company's  Chairman  and Chief  Executive  Officer and the Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of our
disclosure  controls and procedures pursuant to Rule 13a-15(e) of the Securities
Exchange  Act of 1934  (the  "Exchange  Act"),  which  disclosure  controls  and
procedures are designed to insure that information required to be disclosed by a
company  in the  reports  that it files  under  the  Exchange  Act is  recorded,
processed, summarized and reported within required time periods specified by the
SEC's rules and forms.  Based upon that  evaluation,  the Chairman and the Chief
Financial  Officer  concluded  that our  disclosure  controls and procedures are
effective  in timely  alerting  them to  material  information  relating  to the
Company required to be included in the Company's period SEC filings.

(b)      Changes in Internal Control.

Subsequent to the date of such evaluation as described in  subparagraph(a)above,
there were no changes  in our  internal  controls  or other  factors  that could
significantly affect these controls, including any corrective action with regard
to significant deficiencies and material weaknesses.


ITEM 13. Exhibits and Reports on Form 8-K

(b)      Exhibits

         31.1     Chief Executive  Officer-Section 302 Certification pursuant to
                  Sarbanes- Oxley Act.
         31.2     Chief Financial Officer- Section 302 Certification pursuant to
                  Sarbanes-Oxley Act.
         32.1     Chief Executive  Officer-Section 906 Certification pursuant to
                  Sarbanes-Oxley Act.

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) to the Securities  Exchange
Act of 1934,  the Company has duly caused this Form 10-QSB Report for the period
ending March 31, 2004 to be signed on its behalf by the  undersigned,  thereunto
duly authorized on this 1st day of April, 2005.

                                                 TIDELANDS OIL & GAS CORPORATION


                                                 BY: /s/ Mike Ward
                                                    ----------------------------
                                                    Michael Ward, President, CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the dates indicated.

Date: April 1, 2005                               /s/ Michael Ward
                                                 -------------------------------
                                                 Michael Ward, President, CEO
                                                 Director


                                                  /s/ James B. Smith
                                                 -------------------------------
                                                 James B. Smith,
                                                 Sr.Vice  President,
                                                 CFO