UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-KSB
                                 AMENDMENT NO. 1

            ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                      For the year ended December 31, 2003
                         Commission File Number 0-29613


                         TIDELANDS OIL & GAS CORPORATION
                 (Name of small business issuer in its charter)


             Nevada                                              66-0549380
(State or other jurisdiction of                              (I. R. S. Employer
 incorporation or organization)                              Identification No.)


                  1862 West Bitters Rd., San Antonio, TX 78410
                     (Address of principal executive office)

                                 (210) 764-8642
                           (Issuer's Telephone Number)

        Securities Registered Pursuant of Section 12(b) of the Act: None

           Securities Registered Pursuant of Section 12(g) of the Act:
                         Common Stock, $0.001 Par Value


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B in this form, and no disclosure will be contained, to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment of
this Form 10-KSB. [ ]

The issuer had  operating  revenues of $178,856 for the year ended  December 31,
2003.

This report contains a total of __ pages. The Exhibit Index appears on page __.

As of December 31, 2003,  there were  44,825,302  shares of the issuer's  common
stock outstanding.  The aggregate market value of the ___________________ shares
of the issuer's voting stock held by non-affiliates was  $_______________  based
on the low bid  price  on that  date as  reported  by the  NASD  OTC  Electronic
Bulletin  Board.  The sum excludes the shares held by officers,  directors,  and
stockholders  whose ownership exceeded 10% of the outstanding shares at December
31, 2003,  in that such persons may be deemed  affiliates  of the Company.  This
determination of affiliate status is not necessarily a conclusive  determination
for other purposes.

<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                                   FORM 10-KSB

                                December 31, 2003

The  undersigned  Registrant  hereby  amends and restates  Item 8A of its Annual
Report on Form 10-KSB for the year ended December 31, 2003.

ITEM 8A. CONTROLS AND PROCEDURES.

(a)      Evaluation of Disclosure Controls and Procedures.

As of the end of the  reporting  period,  December 31,  2003,  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-KSB Report for the period
ending  December  31,  2003  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