U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

(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,
               2000

               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

                 (Name of Small Business Issuer in its Charter)


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



9309 North Star, Corpus Christi, TX           78409
-----------------------------------       --------------------
(Address of principal executive offices)     (Zip Code)



Issuer's telephone number,(   361     )     241       -          7748
                           -----------  -------------   -------------



       -------------------------------------------------------------------
Former Name, former address and former fiscal year if changed since last report

         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

         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

         Not applicable

         Applicable on to corporate issuers

         State the number of shares outstanding of each of the issuer's class of
common equity, as of the latest practicable date:
                                                  ------------

         Transitional Small Business Disclosure Format
         (Check One)
         Yes      No
             ---     ---

<PAGE>

                         TIDELANDS OIL & GAS CORPORATION

                                   FORM 10-QSB

                                      INDEX

                                                                           Page

PART I - Financial Information

Item 1 - Financial Statements

         Condensed Consolidated Balance sheets as of

         March 31, 2000 and December 31, 1999 ...........................  3 - 4

         Condensed Consolidated Statements of Operations

         For the Three Months Ended March 31, 2000 and 1999 .............      5

         Condensed Consolidated Statements of Cash Flows

         For the Three Months Ended March 31, 2000 and 1999 .............  6 - 7

         Notes to Condensed Consolidated Financial Statements ...........  8 - 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 8-K ...............................     12

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

                                      - 2 -


<PAGE>

<TABLE>

<CAPTION>

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

                                     ASSETS

                                                   March 31, 2000                   December 31, 1999
                                                   --------------                   -----------------
                                                    (Unaudited)
<S>                                                <C>                               <C>

Current Assets:
   Cash                                            $          4,743                  $         51,065
   Accounts Receivable                                       20,916                            14,365
   Prepaid Expenses                                           9,238                            11,851
                                                   ----------------                  ----------------
           Total Current Assets                              34,897                            77,281
                                                   ----------------                  ----------------

Oil and Gas Properties (Net)                                500,172                           506,310
                                                   ----------------                  ----------------

Other Assets:
   Deposits and Organizational

     Costs, Net                                               1,037                             1,101
   Investments                                              155,251                           115,742
   Intangible Assets, Net                                 3,456,918                         3,503,633
                                                   ----------------                  ----------------
           Total Other Assets                             3,613,206                         3,620,476
                                                   ----------------                  ----------------

                Total Assets                       $      4,148,275                  $      4,204,067
                                                   ================                  ================

</TABLE>
















      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

                                                    March 31, 2000           December 31, 1999
                                                    --------------           -----------------
                                                     (Unaudited)
<S>                                                <C>                        <C>

Current Liabilities:
   Accounts Payable and

      Accrued Expenses                             $        425,371           $        415,051
   Current Maturities of Long-Term Debt                      19,552                     19,552
   Drilling Advances                                         25,967                     25,967
                                                   ----------------           ----------------
           Total Current Liabilities                        470,890                    460,570

Long-Term Debt                                              100,425                     60,405

Due to Related Parties                                      492,993                    430,218
                                                   ----------------           ----------------

           Total Liabilities                              1,064,308                    951,193
                                                   ----------------           ----------------

Commitments and Contingencies

Stockholders' Equity
   Common stock $.001 par value
      per share, 100,000,000 shares
      authorized; 17,420,489 shares issued and
      outstanding March 31, 2000, 17,420,489
      shares issued  and outstanding,
      December 31, 1999                                      17,420                      17,420

   Additional Paid-in Capital                             4,682,270                   4,682,270
   Subscriptions Receivable                                 (67,500)                   (124,575)
   Accumulated (Deficit)                                 (1,548,223)                 (1,322,241)
                                                   ----------------            ----------------

           Total Stockholders' Equity                     3,083,967                   3,252,874
                                                   ----------------            ----------------

           Total Liabilities and

             Stockholders' Equity                  $      4,148,275            $      4,204,067
                                                   ================            ================

</TABLE>



      See Accompanying Notes to Condensed Consolidated Financial Statements

                                      - 4 -

<PAGE>

<TABLE>

<CAPTION>

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

                                   (UNAUDITED)

                                                    Three Months Ended               Three Months Ended
                                                      March 31, 2000                   March 31, 1999
                                                      --------------                 ------------------
<S>                                                <C>                               <C>


Revenues:
   Oil and Gas Sales                               $         16,370                  $          8,725
                                                   ----------------                  ----------------

Expenses:
   Lease Operating                                           39,562                            11,601
   Depreciation and Amortization                             52,917                            50,601
   (Loss) in Equity of Investments                           22,249                                 0
   General and Administrative                               127,624                           102,597
                                                   ----------------                  ----------------
           Total Expenses                                   242,352                           164,799
                                                   ----------------                  ----------------

           (Loss) Before Provision

                for Income Taxes                           (225,982)                         (156,074)
                                                   ----------------                  ----------------

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

           Net (Loss)                                      (225,982)                         (156,074)
                                                   ================                  ================

Net(Loss) Per Common Share-Basic                   $         (0.013)                 $         (0.012)
                                                   ----------------                  ----------------

Weighted Average Number of

   Common Shares Outstanding-Basic                       17,420,489                        13,315,245
                                                   ================                  ================

Net(Loss) Per Common Share

  Diluted                                          $         (0.012)                 $        (0.012)
                                                   ----------------                  ---------------

Weighted Average Number of
   Common Shares Outstanding-
   Diluted                                               19,635,489                       14,330,245
                                                   ================                  ===============


</TABLE>





      See Accompanying Notes to Condensed Consolidated Financial Statements

                                      - 5 -


<PAGE>

<TABLE>

<CAPTION>

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

                                   (UNAUDITED)

                                                    Three Months Ended               Three Months Ended
                                                      March 31, 2000                  March 31, 1999
                                                   -------------------               ------------------
<S>                                                <C>                               <C>

Cash Flows Provided (Required)
  By Operating Activities:
   Net (Loss)                                      $       (225,982)                 $       (156,074)
  Adjustments to Reconcile Net
   (Loss) to Operating Cash Flow:
Depreciation, Depletion
  And Amortization                                           52,917                            50,601
(Increase) Decrease in  Receivables                          (6,551)                            1,432
(Increase) Decrease in Prepaid Expenses                       2,613                            (7,350)
Decrease in Current Maturities                                    0                            28,764
Decrease in Deposits
  and Organization Costs                                          0                                 0
Increase (Decrease) in Accounts Payable
  and Accrued Expenses                                       10,320                            18,383
                                                   ----------------                  ----------------

Net Cash (Required) by

  Operating Activities                                     (166,683)                          (64,244)
                                                   ----------------                  ----------------

Cash Flows From (Required) By
  Investing Activities (Acquisitions),
   Dispositions of Oil and Gas Properties                         0                           116,331
  Increase in Investments                                   (39,509)                         (116,331)
                                                   ----------------                  ----------------
Net Cash (Required) by

  Investing Activities                                      (39,509)                                0
                                                   ----------------                  ----------------

Cash Flows Provided by
  Financing Activities:

   Increase in Long-Term Debt                                40,020                                 0

   Increase in due to Related Parties                        62,775                            64,435
   Decrease in Subscriptions Receivable                      57,075                                 0
                                                   ----------------                  ----------------

Net Cash Provided by Financing

 Activities                                                 159,870                            64,435
                                                   ----------------                  ----------------

Net Increase (Decrease) in Cash                    $        (46,322)                 $            191
                                                   ================                  ================

Supplemental Disclosure of Cash
  Flow Information:

    Interest Paid                                  $            220                  $             77
                                                   ================                  ================
    Income Taxes Paid                              $              0                  $              0
                                                   ================                  ================



                                   (continued)

      See Accompanying Notes To Condensed Consolidated Financial Statements

                                      - 6 -

<PAGE>


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

                                   (UNAUDITED)

                                   (CONTINUED)

                                                   Three Months Ended                Three Months Ended
                                                     March 31, 2000                    March 31, 1999
                                                   ------------------                ------------------

Supplemental Disclosure of
  Non-Cash Transactions:

   Common Stock Issued in
      Payment of Notes and

      Loans Payable                                $              0                  $        127,803
                                                   ================                  ================



</TABLE>




























      See Accompanying Notes To Condensed Consolidated Financial Statements

                                      - 7 -

<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  periods ended March 31, 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 period ended March 31, 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
               ended March 31, 2000.

                                      - 8 -

<PAGE>


                         TIDELANDS OIL & GAS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - SUBSEQUENT EVENTS
------   -----------------

               On  April  19,  2000,   the  Company   entered  into  a  business
               combination  agreement with Omni  Acquisition  Corporation.  Omni
               Acquisition corporation,  a Nevada corporation,  was incorporated
               January  12,  2000.   On  February  18,  2000  Omni   Acquisition
               Corporation  filed a Form 10-SB  registration  statement with the
               Securities and Exchange Commission and was classified as a "blank
               check reporting company".

               Pursuant  to the  business  combination  agreement,  the  Company
               exchanged  250,000  shares of its stock for 5,000,000  issued and
               outstanding   shares  of  Omni   Acquisition   Corporation.   The
               restricted  shares  will be issued  from the  Company's  treasury
               pursuant  to the  Securities  Transaction  Exemption  afforded by
               Section 4(2) of the Securities Act of 1933, as amended.

               On May 15, 2000,  Omni  Acquisition  Corporation,  a wholly-owned
               subsidiary  of Tidelands Oil & Gas  Corporation,  was merged into
               Tidelands.  Tidelands was the surviving  corporation and Omni was
               the dissolved corporation.

               As of May 15, 2000 Omni Acquisition  Corporation had -0- revenues
               and  $5,970  of  expenses   for  the  period   January  12,  2000
               (inception) through May 11, 2000.















                                      - 9 -

<PAGE>


                         TIDELANDS OIL & GAS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 for the purpose of achieving increased revenues
               and to assist in  developing  its fifty  percent  (50%) owned gas
               processing  plant and  fifty percent (50%) owned  pipeline system
               to their capacities.

               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  $66,425,  as of March 31,
               2000 or  obtaining  additional  borrowing  and/or sales of common
               stock.

               The  Company   anticipates   raising   further   funding  through
               short-term  and mid-term  loans and/or sale of restricted  common
               stock to accredited investors.

                                     - 10 -

<PAGE>


                         TIDELANDS OIL & GAS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                           PART II - OTHER INFORMATION

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

               None

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

               None

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

               None

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

               None

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

               On  April  19,  2000,   the  Company   entered  into  a  business
               combination  agreement with Omni  Acquisition  Corporation.  Omni
               acquisition corporation,  a Nevada corporation,  was incorporated
               January  12,  2000.   On  February  18,  2000  Omni   Acquisition
               Corporation  filed a Form 10-SB  registration  statement with the
               Securities and Exchange Commission and was classified as a "blank
               check reporting company".

               Pursuant  to the  business  combination  agreement,  the  Company
               exchanged  250,000  shares of its stock for 5,000,000  issued and
               outstanding   shares  of  Omni   Acquisition   Corporation.   The
               restricted  shares  will be issued  from the  Company's  treasury
               pursuant  to the  Securities  Transaction  Exemption  afforded by
               Section 4(2) of the Securities Act of 1933, as amended.

               On May 15, 2000,  Omni  Acquisition  Corporation,  a wholly-owned
               subsidiary  of Tidelands Oil & Gas  Corporation,  was merged into
               Tidelands.  Tidelands was the surviving  corporation and Omni was
               the dissolved corporation.

               As of May 15, 2000, Omni Acquisition Corporation had -0- revenues
               and  $5,970  of  expenses   for  the  period   January  12,  2000
               (inception) through May 11, 2000.

                                     - 11 -

<PAGE>


                         TIDELANDS OIL & GAS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

               (a)  Exhibits

               Exhibit Number                  Description

               *(2.0)                 Business Combination Agreement
               *(3.1)                 Articles of Incorporation of C2
                                               Technologies, Inc.
               *(3.2)                 Certificate of Amendment of Articles
                                      of  Incorporation of C2 Technologies, Inc.
               *(3.3)                 By-Laws
                 3.4                  Articles of Merger
                 3.5                  Plan of Merger
               *(21)                  List of Subsidiaries
                (27)                  Financial Data Schedule

               *Previously filed

               (b) Reports on Form 8-K.

               An 8-K current  report  was filed on April 19, 2000. The reported
               items  were Item  1-Changes  in  Control of Registrant;  Item  2-
               Acquisition  or Disposition of  Assets;  Item 5-Other Events; and
               Item 7-Financial Statements.

               SIGNATURES

               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:  May 17, 2000

               TIDELANDS OIL & GAS CORPORATION

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

                                     - 12 -