Exhibit 31.2
Tidelands Oil & Gas Corporation
Chief Financial Officer Certification (Section 302)

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, James B. Smith, certify that:

     (1) I have reviewed this Quarterly report on Form 10-QSB of Tidelands Oil &
Gas Corporation, (Registrant).

     (2) Based on my  knowledge,  this  quarterly  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

     (3) Based on my knowledge,  the financial  statements  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

     (4) The registrant's  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

          (a) designed such disclosure  controls and procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
controls and procedures and presented in this report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

          (c) disclosed in this report any changes in the registrant's  internal
control over financial  reporting  that occurred  during the  registrant's  most
recent fiscal quarter (the registrant's  fourth fiscal quarter in the case of an
quarterly  report) that has  materially  affected,  or is  reasonably  likely to
materially affect, the registrant's  internal control over financial  reporting;
and;

     (5) The registrant's other certifying officers and I have disclosed,  based
on our most recent evaluation of the internal control over financial  reporting,
to the  registrant's  auditors and the audit committee of registrant's  board of
directors (or persons performing the equivalent functions):

          (a) all significant deficiencies and material weaknesses in the design
or operation of internal  control over financial  reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

          (b) any fraud,  whether or not material,  that involves  management or
other employees who have a significant role in the registrant's internal control
over financial reporting..


Date: August 10, 2005


                                                      By: /s/ James B. Smith
                                                         -----------------------
                                                         James B. Smith
                                                         Chief Financial Officer