Exhibit 31.2
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 annual  report on Form 10-KSB of Tidelands  Oil & Gas
Corporation, (Registrant).

(2) Based on my  knowledge,  this  annual  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 annual
report;

(3)  Based  on my  knowledge,  the  financial  statements  and  other  financial
information  included  in this annual  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 annual 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 annual 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
annual  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: April 15, 2005


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