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, 2001


[ ]   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.)



13330 Leopard St., Corpus Christi, TX                         78410
----------------------------------------       ---------------------------------
(Address of principal executive offices)                    (Zip Code)



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

                 9309 North Star Road, Corpus Christi, TX 78409
--------------------------------------------------------------------------------
          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
                                                                 ---   ---

         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: 20,878,948

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

<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                                   FORM 10-QSB


                          PART I-FINANCIAL INFORMATION



                                      INDEX
                                      -----

                                                                            Page
PART I - Financial Information

Item 1 - Financial Statements
         Condensed Consolidated Balance Sheets as of
         March 31, 2001 and December 31, 2000 ...........................    3-4

         Condensed Consolidated Statements of Operations
         For the Three Months Ended March 31, 2001 and 2000 .............      5

         Condensed Consolidated Statements of Cash Flows
         For the Three Months Ended March  31, 2001 and 2000 ............    6-7

         Notes to Condensed Consolidated Financial Statements ...........   8-11

Item 2 - Management's Discussion and Analysis or Plan of Operation ......     12

PART II - Other Information

Item 1 - Legal Proceedings ..............................................     13

Item 2 - Changes in Securities and Use of Proceeds ......................     13

Item 3 - Defaults Upon Senior Securities.................................     13

Item 4 - Submission of Matters to a Vote of Security Holdings ...........     13

Item 5 - Other Information ..............................................     13

Item 6 - Exhibits and Reports on Form 8K ................................     13

Signature................................................................     14



                                      - 2 -


<PAGE>
<TABLE>
<CAPTION>
Item 1.           Financial Statements.

                         TIDELANDS OIL & GAS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS



                                     ASSETS
                                     ------



                                                       March 31, 2001     December 31, 2000
                                                     -----------------    -----------------
                                                        (Unaudited)
<S>                                                  <C>                  <C>
Current Assets:
   Cash                                              $         328,721    $         312,509
   Accounts Receivable                                         128,196              145,523
   Inventory                                                    14,815               18,212
   Prepaid Expenses                                             77,044              102,772
                                                     -----------------    -----------------
           Total Current Assets                                548,776              579,016
                                                     -----------------    -----------------

Oil and Gas Properties (Net)                                   887,340              900,683
                                                     -----------------    -----------------

Other Assets:
   Deposits and Organizational
     Costs, Net                                                  2,661                1,594
   Investments                                                  23,764               10,764
   Intangible Assets, Net                                       55,762               56,712
   Due From Related Parties                                      3,942                6,214
                                                     -----------------    -----------------
           Total Other Assets                                   86,129               75,284
                                                     -----------------    -----------------

                Total Assets                         $       1,522,245    $       1,554,983
                                                     =================    =================

</TABLE>



      See Accompanying Notes to Condensed Consolidated Financial Statements
                                      - 3 -

<PAGE>
<TABLE>
<CAPTION>

                         TIDELANDS OIL & GAS CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                     ---------------------------------------


                                                     March  31, 2001      December 31, 2000
                                                    -----------------     -----------------
                                                       (Unaudited)
<S>                                                 <C>                   <C>
Current Liabilities:
   Accounts Payable and
      Accrued Expenses                              $         832,403     $         762,469
   Current Maturities of Long-Term Debt                       732,057               679,552
                                                    -----------------     -----------------
           Total Current Liabilities                        1,564,460             1,442,021

Long-Term Debt                                                 37,000                37,000

Due to Related Parties                                        910,000               850,000
                                                    -----------------     -----------------

           Total Liabilities                                2,511,460             2,329,021
                                                    -----------------     -----------------

Commitments and Contingencies

Stockholders' (Deficit)
   Common stock $.001 par value
      per share, 100,000,000 shares
      authorized; 20,878,948 shares issued
      and outstanding March 31, 2001
       20,728,948 shares issued and
      outstanding, December 31, 2000                           20,879                20,729

   Additional Paid-in Capital                               1,902,268             1,872,418
   Subscriptions Receivable                                   (31,721)              (67,500)
   Accumulated (Deficit)                                   (2,880,641)           (2,599,685)
                                                    -----------------     -----------------

           Total Stockholders' (Deficit)                     (989,215)             (774,038)
                                                    -----------------     -----------------

           Total Liabilities and
             Stockholders' (Deficit)                $       1,522,245     $       1,554,983
                                                    =================     =================

</TABLE>


      See Accompanying Notes to Condensed Consolidated Financial Statements
                                      - 4 -

<PAGE>
<TABLE>
<CAPTION>

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

                                                   Three Months Ended    Three Months Ended*
                                                     March 31, 2001        March 31, 2000
                                                   ------------------    ------------------
<S>                                                <C>                   <C>
Revenues:
   Oil and Gas Sales                               $           23,625    $           16,370
   Other                                                       44,174                     0
   Gas Processing Sales                                       291,183                     0
                                                   ------------------    ------------------
           Total Revenue                                      358,982                16,370
                                                   ------------------    ------------------

Operating Expenses:
   Lease Operating                                             66,008                39,562
   Cost of Sales - Gas Processing                             242,819                     0
   Depreciation, Depletion and Amortization                    17,549                 6,202
   Interest                                                    28,078                 1,101
   General and Administrative                                 193,484               126,523
                                                   ------------------    ------------------
           Total Operating Expenses                           547,938               173,388
                                                   ------------------    ------------------
           Operating Loss                                    (188,956)             (157,018)
                                                   ------------------    ------------------

Non-Operating Expenses
   Company's Share of Equity Method
      In Investee's Losses                                     92,000                22,249
                                                   ------------------    ------------------
           Total Non-Operating Expenses                        92,000                22,249
                                                   ------------------    ------------------

   (Loss) Before Provision
     For Income Taxes                                        (280,956)             (179,267)
   Income Taxes                                                     0                     0
                                                   ------------------    ------------------

Net (Loss)                                         $         (280,956)   $         (179,267)
                                                   ------------------    ------------------

Net (Loss) Per Common Share-Basic                  $           (0.014)   $           (0.010)
                                                   ------------------    ------------------

Weighted Average Number of
   Common Shares Outstanding-Basic                         20,803,948            17,420,489
                                                   ==================    ==================

Net (Loss) Per Common Share
  Diluted                                          $           (0.013)   $           (0.009)
                                                   ------------------    ------------------

Weighted Average Number of
   Common Shares Outstanding-
   Diluted                                                 20,933,948            19,635,489
                                                   ==================    ==================

</TABLE>

*The  consolidated  statement of operations for the three months ended March 31,
2000 has been restated to conform with the March 31, 2001 presentation.

      See Accompanying Notes to Condensed Consolidated Financial Statements
                                      - 5 -

<PAGE>
<TABLE>
<CAPTION>

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

                                                      March 31, 2001       March 31, 2000
                                                      --------------       --------------
<S>                                                   <C>                  <C>

Cash Flows Provided (Required)
  By Operating Activities:
   Net (Loss)                                         $     (280,956)      $     (179,267)
  Adjustments to Reconcile Net
   (Loss) to Net Cash Provided
    (Required) By Operating Activities:
Depreciation, Depletion
  And Amortization                                            17,549                6,202
Company's Share of Equity Method in
     Investee's Losses                                        92,000
  Officers' Salaries                                          60,000               60,000
  Changes in Accounts Receivable                              17,327               (6,551)
     Inventory                                                 3,397                    0
     Prepaid Expenses                                         25,728                2,613
     Other Assets                                             (1,132)                   0
     Accounts Payable and
       Accrued Expenses                                       69,934               10,320
     Current Maturities of
        Long-Term Debt                                       (22,495)              40,020
                                                      --------------       --------------
Net Cash (Required) by
  Operating Activities                                       (18,648)             (66,663)
                                                      --------------       --------------

Cash Flows From (Required) By
  Investing Activities (Acquisitions),
   of Oil and Gas Properties                                  (3,191)                   0
  Increase in Investments                                          0              (39,509)
                                                      --------------       --------------
Net Cash (Required) by
  Investing Activities                                        (3,191)             (39,509)
                                                      --------------       --------------

Cash Flows Provided by
  Financing Activities:
   Decrease in Stock Subscriptions
      Receivable                                              35,779               57,075
  Proceeds From Related Parties                                2,272                2,775
                                                      --------------       --------------
Net Cash Provided by Financing
 Activities                                                   38,051               59,850
                                                      --------------       --------------

Net Increase (Decrease) in Cash                               16,212              (46,322)

 Cash at Beginning of Period                                 312,509               51,065
                                                      --------------       --------------
 Cash at End of Period                                $      328,721       $        4,743
                                                      ==============       ==============

</TABLE>

      See Accompanying Notes To Condensed Consolidated Financial Statements
                                      - 6 -

<PAGE>

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


                                   (CONTINUED)


                                    Three Months Ended    Three Months Ended
                                      March 31, 2001        March 31, 2000*
                                    ------------------    ------------------

Supplemental Disclosure of
  Cash Flow Information:
     Interest Paid                  $           28,078    $              220
                                    ==================    ==================
     Income Taxes Paid              $                0    $                0
                                    ==================    ==================

Supplemental Disclosure of
  Non-Cash Transactions:
     Common Stock Issued
        For Investment              $           13,000                     0
                                    ==================    ==================






*The consolidated  statements of cash flows for the three months ended March 31,
2000 have been restated to conform with the March 31, 2001 presentation.

      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, 2001 and 2000,  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, 2000,  is derived from the  registrant's  Form 10-KSB for the year
          ended December 31, 2000. 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, 2000, included in
          the registrant's Form 10-KSB for the year ended December 31, 2000.

          Operating  results for the three month period ended March 31, 2001 are
          not necessarily indicative of the results that may be expected for the
          remainder  of  the  fiscal  year  ending   December   31,  2001.   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.





                                      - 8 -

<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


NOTE 2 - RESTATEMENT - CHANGE IN ACCOUNTING PRINCIPLE
------   --------------------------------------------

          On October 12, 1998 the Company  (formerly  known as C2  Technologies,
          Inc.),   Tidelands  Oil  Corporation  and  Tidelands  Gas  Corporation
          (Tidelands Oil Corporation and Tidelands Gas Corporation and Tidelands
          Gas  Corporation  related  through  common  ownership)  entered into a
          purchase agreement "C2 Agreement." C2 Technologies,  Inc., an inactive
          Nevada corporation, was listed on the U.S. Over-The-Counter Market and
          Trading  Under  the  Symbol  "CTTG".  Pursuant  to the terms of the C2
          agreement,  the  Company  issued  8,635,000  shares of its  restricted
          common  stock  in  exchange  for  all of  the  outstanding  shares  of
          Tidelands Oil Corporation and Tidelands Gas  Corporation.  As a result
          of  this  transaction,   the  former  shareholders  of  Tidelands  Oil
          Corporation and Tidelands Gas  Corporation  wound up owning a majority
          of the  Company's  voting  equity.  This  transaction  was  originally
          accounted by the purchase method.

          During  the  fourth  quarter  of the year 2000 the  management  of the
          company  reviewed  the criteria of the above  transaction.  Management
          determined  that  to  present  a  more  accurate  financial  statement
          presentation,   the  Company  would  change  the  accounting  of  this
          transaction   from  the  purchase   method  to  accounting   for  this
          transaction  as a reverse  acquisition.  As a result of this change in
          accounting  principle the prior years financial results of the Company
          were restated as follows:

          For the Quarter Ended March 31, 2000:

          Net (Loss) as Previously Reported                          $ (225,982)
          Reversal of Amortization of Goodwill Expense                   46,715
                                                                     ----------
          Net (Loss) - Restated                                      $ (179,267)
                                                                     ==========

          Net (Loss) Per Common Share - Basic-
            As Previously Reported                                   $   (0.013)
          Reduction As A Result of Restatement                           (0.003)
                                                                     ----------
          Net (Loss) Per Common Share - Basic Restated               $    (0.10)
                                                                     ==========

          Net (Loss) Per Common Share - Diluted -
             As Previously Reported                                  $   (0.012)
          Reduction As a Result of Restatement                       $   (0.009)
                                                                     ----------
          Net (Loss) Per Common Share - Diluted - Restated           $   (0.003)
                                                                     ==========




                                       -9-

<PAGE>

                         TIDELANDS OIL & GAS CORPORATION

ITEM 3 - ACQUISITIONS
------   ------------

          On April 19,  2000 the  Company  entered  into a business  combination
          agreement with OMNI Acquisition Corporation (OMNI), an inactive Nevada
          corporation,  incorporated January 12, 2000, in which the Company will
          acquire OMNI in a share exchange  transaction followed by a short form
          merger.  On February  18, 2000,  OMNI 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  restricted  common  stock,  valued  at $250,  for
          5,000,000  issued  and  outstanding  shares  of  OMNI.  OMNI  had $-0-
          revenues and $-0- assets.  The Company  accounted for this transaction
          by the purchase method.  On May 11, 2000 OMNI merged into the Company.
          The Company was the surviving  corporation  and OMNI was the dissolved
          corporation.

          On December 1, 2000,  the Company  acquired the  remaining  50% of its
          investment in Rio Bravo Energy,  LLC. (Rio Bravo) and its wholly-owned
          subsidiary  Sonora  Pipeline,  LLC.,  for a total  purchase  price  of
          $505,558.  The purchase of Rio Bravo was accounted for by the purchase
          method, whereby the underlying assets acquired and liabilities assumed
          are  recorded at their fair value.  The excess of the amount paid over
          the fair value of Rio  Bravo's  identifiable  net assets was  $57,029,
          which has been reflected in the balance sheet as goodwill. The Company
          expects to benefit from the goodwill acquired over a period of fifteen
          years.

          In  accordance  with  Accounting  Principle  Board  Opinion  #16,  the
          unaudited proforma condensed consolidated results of operations of the
          Company are as follows:

                         Tidelands Oil & Gas Corporation
                 Condensed Consolidated Statement of Operations
                          Quarter Ended March 31, 2000
                                   "Pro Forma"
                                   (Unaudited)

          Revenues                                       $          231,587

          Costs and Expenses                                        433,103
                                                         ------------------

          Net (Loss)                                     $         (201,516)
                                                         ==================

          Net (Loss) Per Common Share                    $           (0.010)
                                                         ------------------

          Weighted Average Shares Outstanding                    19,635,489
                                                         ==================


                                      -10-

<PAGE>

                           TIDELANDS OIL & GAS CORPORATION


NOTE 4 - OTHER
------   -----

          In January  2001 the Company  acquired an  additional  26.68 and 20.00
          ownership  percentage  in GT-PLA J.V. 96 and  6-Halsell  J.V. 96 joint
          ventures,   respectively.   The  Company   issued  150,000  shares  of
          restricted  common stock and signed a short-term  promissory  note for
          $75,000 valued by the Board of Directors at $105,000.

NOTE 5 - SUBSEQUENT EVENTS
------   -----------------

          In March 2001 the Company formed Reef  International,  Inc.  (REEF), a
          limited liability corporation. Reef will be acquiring and construction
          pipelines  to  transport  natural  gas  products  from  the Rio  Bravo
          processing plant to Mexico.  In April of 2001 the Company  exchanged a
          50%   interest  in  Reef  for   financial   assistance   from  Rainbow
          Investments,  Inc. for the construction of this international pipeline
          and  acquisition  of  connecting  pipelines.  Reef is currently in the
          permitting stage of operations.

          In May of 2001  the  Company  secured  a  three-year,  $1,000,000,  8%
          interest-bearing  line of credit.  In  consideration  for this line of
          credit the Company issued 200,000 shares of restricted common stock.




                                      -11-

<PAGE>

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

         Plan of Operation

         The Company's  plan of operations  has been  refocused  towards its gas
processing plant and pipeline interest along with a new  international  pipeline
crossing.

         The Company has restructured its operations,  by conveying non-economic
wells.  Tidelands  Oil has conveyed the  non-economic  wells to The  Exploration
Company (TXCO),  thereby avoiding the plugging liability imposed by the State of
Texas. These conveyances leave us with our most economic wells.

         Tidelands Gas has also conveyed to The  Exploration  Company all of its
non- economic gas well bores in order to avoid the plugging  liabilities imposed
by the State of Texas.

         Rio Bravo  Energy  plans to  increase  the volume of gas shipped to the
plant by acquiring additional gas for processing with increased shipments of gas
products to end-user customers.

         Reef  International,  LLC was formed to obtain permits and construct an
international  pipeline  crossing  between  Texas and Mexico.  The pipeline will
transport  natural  gas to Piedra  Negras,  Mexico for  distribution  by CONAGAS
(Cianacional DE Gas, S.A. DE C.V.).  Reef will also transport propane and butane
products  into Mexico  storage  facilities  with this  pipeline.  Reef is in the
permitting process of this project.

         The  Company  forecasts,  for the  next  twelve  months,  its net  cash
requirements  to be  approximately  $600,000.  This  net cash  flow  requirement
consists primarily of the Company's short term repayments.  Current and expected
increased  production  from its  operations  should  provide  the  Company  with
sufficient revenues to cover its expenses.

         On May 1, 2001, the Company secured a three year 10% $1,000,000 Line of
Credit to meet its future cash flow  requirements.  The Company  agreed to issue
200,000  shares of restricted  common stock as  consideration  for providing the
Line of Credit.

         It is anticipated  that significant  revenues from Reef  International,
LLC will begin in the third quarter of 2002.


                                      -12-

<PAGE>

                           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 first  quarter of 2001,  the  Company  offered and sold the
following securities pursuant to the Section 4(2) transaction exemption from the
registration requirements of the Securities Act of 1933, as amended.

         In January 22, 2001, the Company acquired an additional 26.68 and 20.00
percent  ownership  interest  in GT-PLA  J.V.  96 and  6-Halsell  J.V.  96 joint
ventures,  respectively.  The Company issued 150,000 shares of restricted common
stock  valued at $30,000  and  signed a short term  promissory  note for $75,000
with the seller, J. Tannenbaum.


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 first  quarter of the fiscal
year covered by this report.


Item 5.           Other Information.

         On March 15, 2001, the Company formed Reef International Transmission &
Storage,  LLC.  (Reef).  On April 30,  2001,  Reef's  name was  changed  to Reef
International,  LLC. It was formed for the purpose of permitting,  acquiring and
constructing  pipelines  to transport  natural gas  products  from the Rio Bravo
processing plant to Mexico.  In April 2001, the Company exchanged a 50% interest
in  Reef  for  financial  assistance  from  Rainbow  Investments,  Inc.  for the
construction  of this  international  pipeline  and  acquisition  of  connecting
pipelines. Presently, Reef is in the permit application stage of this project.

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

         (a) Exhibits

         (b) Reports  on Form 8-K.  No reports  were  filed  during the  quarter
covered by this report.


                                       13

<PAGE>

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 21, 2001

TIDELANDS OIL & GAS CORPORATION



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


 /s/ Royis Ward
-------------------------------
By: Royis Ward
Title: Secretary/Treasurer

 /s/ Ahmmed Karim
-------------------------------
By: Ahmmed Karim
Title: Vice President


                                       14