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

                                   FORM 10-K/A
                                Amendement No. 1

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

                      For the year ended December 31, 2005
                         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 78248
                     (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


Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes    No X
                                              ---   ---

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) Yes    No X
                                           ---   ---

Indicate by check mark  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-K or any amendment of this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a non-accelerated  filer. See definitions of "accelerated
filer and large  accelerated  filer in Rule 12b-2 of the  Exchange  Act.  (Check
one): Large accelerated filer __, Accelerated filer __, Non-accelerated filer X

Indicate by check mark whether the  registrant is a shell company (as defined by
Rule 12b-2of the Exchange Act. Yes [ ] No [X]

The aggregate  market value of the issuer's voting stock held by  non-affiliates
was $58,827,842  based on the low bid price on that date as reported by the NASD
OTC  Electronic  Bulletin Board April 14, 2006. The sum excludes the shares held
by officers,  directors,  and stockholders  whose ownership  exceeded 10% of the
outstanding  shares at December  31,  2005,  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.

As of March 31, 2006, there were 79,955,815  shares of the issuer's common stock
outstanding.

EXPLANATORY  NOTE: (1) This annual report was originally filed on Form 10-KSB on
April 17, 2006 and amended on Form 10-KSB/A on June 16, 2006.  Subsequent to the
filing,  the registrant  determined  that it was not eligible to use Form 10-KSB
because it had exceeded the public float  limitations  of  Regulation  S-B. As a
result of this limitation,  the registrant is amending the Form 10-KSB to a Form
10-K in  accordance  with the  recommendations  of the  Securities  and Exchange
Commission.
(2) We amended Part II, Item 9A titled "Controls and Procedures".


<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                                   FORM 10-K/A

                                December 31, 2005

                                                                            Page


PART I

ITEM 1.  Business..........................................................    3

ITEM 1A. Risk Factors......................................................    6

ITEM 1B. Unresolved Staff Comments.........................................   15

ITEM 2.  Description of Properties.........................................   15

ITEM 3.  Legal Proceedings.................................................   16

ITEM 4.  Submission of Matters to a Vote of Security Holders...............   19


PART II

ITEM 5.  Market for Registrant's Common Equity, Related Stockholder
          Matters and Issuer Purchases of Equity Securities................   19

ITEM 6.  Selected Financial Data...........................................   21

ITEM 7.  Management's Discussion and Analysis Financial
           Condition and Results of Operation..............................   22

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.........  29

ITEM 8.  Financial Statements and Supplementary Data........................  30

ITEM 9.  Changes In and Disagreements with Accounting and
           Financial Disclosure............................................   30

ITEM 9A. Controls and Procedures...........................................   30

ITEM 9B. Other Information.................................................   31


PART III

ITEM 10.   Directors and Executive Officers of the Registrant..............   31

ITEM 11.  Executive Compensation...........................................   32

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters................................   34

ITEM 13.  Certain Relationships and Related Transactions...................   36

ITEM 14.  Principal Accounting Fees and Services...........................   38

Part IV

ITEM 15.  Exhibits and Financial Statement Schedules.......................   39


SIGNATURES.................................................................   41




                                      -2-
<PAGE>


                                       PART I

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This 2005 Annual  Report on Form 10-K,  including  the sections  entitled  "Risk
Factors," "Management's  Discussion and Analysis Financial Condition and Results
of Operation" and "Business," contains "forward-looking statements" that include
information relating to future events, future financial performance, strategies,
expectations, competitive environment, regulation and availability of resources.
These  forward-looking   statements  include,  without  limitation,   statements
regarding:   statements  concerning  projections,   predictions,   expectations,
estimates or forecasts  for our business,  financial  and operating  results and
future economic  performance;  statements of management's  goals and objectives;
and other similar expressions  concerning matters that are not historical facts.
Words  such  as  "may,"  "will,"   "should,"   "could,"   "would,"   "predicts,"
"potential," "continue," "expects," "anticipates," "future," "intends," "plans,"
"believes" and  "estimates," and similar  expressions,  as well as statements in
future tense, identify forward-looking Statements.

Forward-looking  statements  should  not  be  read  as  a  guarantee  of  future
performance or results,  and will not necessarily be accurate indications of the
times at, or by which,  that  performance  or those  results  will be  achieved.
Forward-looking  statements are based on information  available at the time they
are made and/or  management's  good faith belief as of that time with respect to
future  events,  and are  subject to risks and  uncertainties  that could  cause
actual  performance or results to differ  materially  from those expressed in or
suggested by the forward-looking statements.  Important factors that could cause
these differences include, but are not limited to:

         o        our failure to  implement  our  business  plan within the time
                  period we originally planned to accomplish; and

         o        other factors  discussed  under the headings  "Risk  Factors,"
                  "Management's  Discussion  and Analysis or Plan of  Operation"
                  and "Business."

Forward-looking  statements  speak only as of the date they are made. You should
not  put  undue  reliance  on  any  forward-looking  statements.  We  assume  no
obligation  to update  forward-looking  statements  to reflect  actual  results,
changes in  assumptions  or changes in other factors  affecting  forward-looking
information,  except to the extent required by applicable securities laws. If we
do update one or more forward-looking  statements,  no inference should be drawn
that  we  will  make   additional   updates  with  respect  to  those  or  other
forward-looking statements.

All  references  to "we," "our," "us" and the "Company" in this Annual Report on
Form 10-K refer to Tidelands Oil & Gas Corporation and its subsidiaries.


ITEM 1.   BUSINESS.
-------------------

Tidelands  Oil  &  Gas  Corporation  (the  "Company"),   formerly  known  as  C2
Technologies,  Inc., was  incorporated  under the laws of the State of Nevada on
February 25, 1997. C2 Technologies, Inc. changed its name to Tidelands Oil & Gas
Corporation  on November 19,  1998.  The Company has ten  subsidiaries  which it
directly and indirectly owns as follows:  (1) Rio Bravo Energy LLC, (2) Arrecefe
Management LLC, (3) Marea Associates, L.P. , (4) Terranova Energia, S.de R.L. de



                                      -3-
<PAGE>

C.V., (5) Esperanza Energy LLC and (6) Sonterra Energy Corporation.  We also own
a 97% limited partnership interest in Reef Ventures, L.P.(7) Arrecefe Management
LLC owns a 1% general partner interest in Reef Ventures,  L.P. Rio Bravo Energy,
LLC owns 100% of the member  interest in Sonora Pipeline LLC. (8) Reef Ventures,
L.P.  owns 100% of the member  interest  in Reef  International  LLC(9) and Reef
Marketing LLC(10).

The Company's  products and services are primarily  focused on  development  and
operation of transportation,  processing,  distribution and storage projects for
natural  gas and  natural  gas  liquids  in the  northeastern  states  of Mexico
(Chihuahua, Coahuila, Nuevo Leon and Tamaulipas) and the State of Texas.

Reef Ventures International Pipeline

The assets of this business  consist of two different  pipelines:  (1) an 8 mile
twelve  inch  diameter  natural  gas  pipeline  with  metering  and  dehydration
facilities  and (2) a two mile segment of six inch diameter  pipeline to be used
in a future LPG project.  The twelve inch pipeline connects and receives natural
gas from a third party pipeline for transmission to the border between Texas and
Coahuila,  Mexico.  The pipeline is buried  underneath the Rio Grande River with
its  termination  at the delivery  point in Piedras  Negras,  Coahuila  owned by
CONAGAS  (the local  distribution  company).  Reef  Ventures,  L.P.  derives its
revenues  from  transportation  fees  charged to CONAGAS for delivery of natural
gas. The LPG project will require the future  construction of receiving terminal
facilities in Texas,  boring and  installation  of additional  six inch diameter
pipeline  under the Rio Grande River and  approximately  one mile of  additional
pipeline in Mexico with an  unloading  terminal  and storage  facilities  at its
termination point.

Tidelands Oil & Gas Storage Enterprise

In December 2003, we entered into a Memorandum of Understanding (MOU) with PEMEX
to design,  build and operate an underground natural gas storage facility in the
vicinity of Reynosa, Tamaulipas, Mexico, in the Burgos Basin area and eventually
at other regions in Mexico.  The MOU provides for exclusivity in the development
of the projects and the related transportation and interconnecting  pipelines to
and from the storage facilities.

We have completed the initial study of the Burgos facility and expect to receive
permits  to   construct,   own  and  operate  the  storage   facility   and  the
interconnecting  pipelines from the Comision  Reguladora de Energia (the Mexican
regulatory branch of the Secretary of Energy).  The capital budget for these two
projects  exceeds  $700  Million  Dollars and is  expected to be funded  through
issuance of  additional  equity of the Company,  the  addition of joint  venture
partners and/or debt  financing.  Marea  Associates,  L.P. was formed to own the
majority  interest in Terranova  Energia,  S. de R.L. de C.V., a Mexican company
which will conduct all business  dealings in Mexico on behalf of Tidelands Oil &
Gas  Corporation  ("Tidelands").  Rio Bravo Energy LLC, an existing wholly owned
subsidiary owns the general  partner  interest in Marea  Associates,  L.P. and a
minority interest in Terranova Energia, S. de R.L. de C.V.

Rio Bravo Energy, LLC

Rio Bravo  Energy,  LLC was formed on August 10, 1998 to operate the Chittim Gas
Processing  Plant which was  purchased  in 1999 and was  processing  natural gas
primarily from Conoco Oil's Sacatosa Field.  The Sacatosa Field was primarily an
oilfield  which  produced  high BTU  casinghead  gas from  which gas  processing
operations would yield valuable hydrocarbon  components such as propane,  butane
and natural  gasolines.  As the field  depleted  lower volumes of casinghead gas
were being delivered by Conoco,  and other gas producers could not be contracted
with for  processing of additional  replacement  volumes of gas.  Therefore,  in
October 2002, the plant was temporarily shut down due to the declining economics
associated  with low volume  operation  of the plant.  During  2002  through the
fourth  quarter of 2005  management  planned  to reopen the plant when  adequate
volumes of gas from third party producers was obtained to make plant  operations
economically  attractive.  However,  we have been  unsuccessful  in  locating  a
locally  available and adequate  supply of high BTU natural gas and have elected
to  dispose  of the gas plant  assets.  Accordingly,  our  financial  statements




                                      -4-
<PAGE>

reflect an impairment charge with respect to the carrying value of these assets.
Rio Bravo  Energy  LLC  continues  to serve as the  parent  company  for  Sonora
Pipeline LLC, as the one percent general partner of Marea  Associates,  L.P. and
owns a less than one percent minority interest in Terranova Energia,  S. de R.L.
de C.V.

Sonora Pipeline, LLC

Sonora  Pipeline,  LLC was formed in January 1998 to operate the Sonora pipeline
network which has the capability of delivering  adequate  volumes of natural gas
for economic operation of the Chittim Gas Processing Plant. The pipeline network
consists of  approximately  80 miles of gas pipeline.  This pipeline network was
acquired in conjunction with the Chittim Gas Processing  Plant  acquisition and,
when operational,  could generate revenue from transportation fees to be charged
to third party gas producers  shipping natural gas to the gas plant owned by Rio
Bravo Energy LLC. As noted above, management has evaluated the carrying value of
these assets and has recorded an impairment  charge in our financial  statements
with respect to pipeline network in addition to the gas plant. These assets will
also be sold at a later  date.  In  connection  with  the  Mexican  storage  and
pipeline project  mentioned  above,  Sonora Pipeline LLC is the applicant before
the  Federal  Energy  Regulatory  Commission  for two U.S.  pipelines  that will
transport  gas  bidirectionally  to/from  the  United  States  to  Mexico at two
different  international  crossing  points  along the Rio Grande  River in South
Texas. The Progreso  pipeline  segment will be approximately  8.7 miles long and
will commence at the existing Alamo station and extend southward and parallel an
existing FERC permitted pipeline route to the international  crossing point near
the City of Progreso,  Hidalgo County,  Texas. The Mission pipeline segment will
be  approximately  24.3 miles long and will  commence at the existing HPL Valero
Gilmore  plant in south  Texas and extend  southward  in  parallel  to  existing
pipelines to the international crossing point near the City of Mission,  Hidalgo
County,  Texas. Both pipeline segments are expected to be 30 inches in diameter.
Draft environmental  reports are in the process of submittal and review and upon
completion of these  activities we expect to file  applications for Certificates
of Public  Convenience and Necessity and seek Orders  allowing the  construction
and  operation  of these U.S.  pipeline  segments  of our Burgos Hub Storage and
Pipeline project.

Sonterra Energy Corporation Business

The assets of our Sonterra Energy Corporation ("Sonterra") subsidiary consist of
propane  distribution  systems,  including  gas mains,  yard  lines,  meters and
storage tanks,  serving the following  residential  subdivisions  in the Austin,
Texas area. The subdivisions include:

o        Arbolago*
o        Austin's Colony Phase II
o        Costa Bella
o        Hills of Lakeway
o        Jacarandas
o        Lake Pointe
o        La Ventana
o        Lakewinds Estates
o        The Hollows at Northshore
o        Riverbend
o        Rob Roy Rim
o        Senna Hills
o        Sterling Acres
o        The Point
o        The Preserve at Barton Creek

These subdivisions contain approximately 1,700 lots. At December 31, 2005, 1,067
of these lots are metered for use. There are  approximately 633 unmetered future
lots within the above  subdivisions  where propane service can be connected.  As
new homes  are  constructed  on these  lots our  customer  base  will  grow.  An
additional  component  of future  growth  will come  from the  establishment  of
propane  distribution systems in other developments such as the recent agreement
between  Sonterra and Cordillera  Ranch  Development  Corp. in which Sonterra is
currently installing a tank site and gas mains to supply approximately 200 homes
in Units  201-204  of that  subdivision.  Future  phases of lot  development  at
Cordillera  Ranch will result in propane service being extended to approximately
300 more  homes.  Sonterra is in active  negotiations  for the  installation  of
propane  distribution  systems with other  developers of residential lots in the
Texas Hill Country area between San Antonio and Austin, Texas.



                                      -5-
<PAGE>
<TABLE>
<CAPTION>

Sonterra is the  exclusive  seller of propane in these  subdivisions  and is not
considered a regulated  utility.  The Texas  Railroad  Commission  regulates all
aspects of the production,  transportation and processing of petroleum products,
including  propane,  in the State of Texas.  Sonterra purchases propane products
from a number of distributors in Austin, Texas.

Segment Reporting for Reef Ventures, LP and Sonterra Energy Corporation:

The  following  table is a  summary  of the  results  of  operations  and  other
financial information by major segment:

2005               Propane Sales      Pipeline
                    and Related    Transportation    All Other
                     Services           Fees       and Corporate       Total

Revenue            $  1,630,246    $    231,077    $       --      $  1,861,323
Depreciation       $    116,853    $    305,313    $     63,315    $    485,481
Interest           $      2,514    $       --      $    608,849    $    611,363
Operating (Loss)   $   (380,900)   $   (164,523)   $(12,765,170)   $(13,310,593)
Total Assets       $  2,997,001    $  5,621,536    $  4,870,312    $ 13,488,849


2004                                      Natural Gas
                                           Sales and
                          Propane Sales     Pipeline
                           and Related   Transportation    All Other
                            Services         Fees        and Corporate       Total
<S>                       <C>            <C>             <C>             <C>
Revenue                   $    438,611   $  1,400,227    $       --      $  1,838,838
Depreciation              $     20,158   $    178,099    $     46,632    $    244,889
Interest                  $        300   $       --      $    300,266    $    300,566
Operating Income (Loss)   $     98,229   $   (141,502)   $(29,699,024)   $(29,742,297)
Total Assets              $  2,775,281   $  5,881,774    $ 13,765,611    $ 22,422,666
</TABLE>

Note: Reef Ventures and Sonterra commenced operations in 2004.


Competition
-----------

Reef Ventures, L.P.  Eagle Pass Pipeline Crossing

Our Eagle Pass international pipeline crossing competes with a pipeline owned by
West Texas Gas, Inc. pipeline crossing which is located two miles north of Eagle
Pass.  We believe that the West Texas Gas crossing  will be able to compete with
us  only  marginally  beginning  in  2006  due  to a very  limited  transmission
capability and marketing efforts currently being undertaken by Management.


Sonterra Energy Corporation Propane Distribution

Our  propane  distribution  business is not  subject to  competition  within the
residential  subdivisions  served because we are the sole propane supplier.  The
residential  subdivisions  are subject to a propane supply covenant  granting us
the exclusive  supply of propane for each  subdivision.  In the future,  we will
compete in the  bidding  process  for new  propane  distribution  systems as new
residential  subdivisions  are  developed.  We  may  also  be  able  to  acquire
additional existing propane distribution systems from competitors.

Employees

Tidelands has ten full time  employees  including our  corporate  officers.  Our
Sonterra Energy  subsidiary,  which operates the Austin propane gas distribution
company, has eleven full-time employees.

Item 1A.  RISK FACTORS
----------------------

In addition to the other  information  presented in this report,  the  following
should be considered  carefully in evaluating our business or purchasing  shares
of our common  stock.  Investing in our common  stock  involves a high degree of



                                      -6-
<PAGE>

risk. This report contains various forward looking  statements that involve risk
and  uncertainties.  Our actual results may differ  materially  from the results
discussed  in the forward  looking  statements.  Factors that might cause such a
difference include,  but are not limited to, those discussed below and elsewhere
in this report.

OPERATING LOSSES

We have had  significant  losses ever since  starting  business and we expect to
continue  losing  money for some time.  To date,  we have  incurred  significant
losses.  For the year ended  December 31, 2005, we lost  $7,662,904  and for the
year ended  December 31,  2004,  we lost  $14,302,037.  These losses were caused
primarily by:

         o        Financing costs in connection with  acquisitions made in prior
                  years and the issuance of convertible debentures;
         o        Limited volumes of gas transported  through the  international
                  pipeline crossing;
         o        Pre-development  and operating  expenses  associated  with the
                  development  of  additional  pipeline and storage  projects in
                  Mexico;
         o        Idle assets not producing  revenue,  such as the gas plant and
                  associated pipeline.

LIMITED OPERATING HISTORY.

We have a limited  operating history and our financial health will be subject to
all the risks inherent in the  establishment of a new business  enterprise.  The
likelihood  of success of our  company  must be  considered  in the light of the
problems,   expenses,   difficulties,   complications,   and  delays  frequently
encountered in connection with the startup and growth of a new business, and the
competitive  environment in which we will operate. Our success is dependent upon
the successful  financing and  development of our business plan. No assurance of
success is offered.  Unanticipated problems, expenses, and delays are frequently
encountered  in  establishing  a  new  business  and  marketing  and  developing
products.  These  include,  but are not  limited  to,  competition,  the need to
develop customers and market expertise, market conditions,  sales, marketing and
governmental  regulation.  The  failure  of the  Company  to meet  any of  these
conditions would have a materially adverse effect upon the Company and may force
the Company to reduce or curtail operations.  No assurance can be given that the
Company can or will ever operate profitably.

WE DEPEND HEAVILY ON THE CONTINUED SERVICE OF OUR CHIEF EXECUTIVE OFFICER.

We place  substantial  reliance  upon the efforts and abilities of Michael Ward,
our Chief  Executive  Officer.  The loss of Mr.  Ward's  services  could  have a
serious adverse effect on our business,  operations,  revenues or prospects.  We
maintain key man insurance on his life in the amount of One Million Dollars.

RELIANCE ON MANAGEMENT.

All decisions  with respect to the management of our Company will be made by our
Company's  directors and officers.  Accordingly,  no person should  purchase any
shares  offered by this  Prospectus  unless the subscriber is willing to entrust
all aspects of management to the Directors and Officers of our Company. The loss
of their services could have a material adverse effect on our Company's business
and prospects.

TRADING IN OUR COMMON STOCK ON THE OTC BULLETIN BOARD MAY BE LIMITED.

Our common stock trades on the OTC Bulletin Board. The OTC Bulletin Board is not
an  exchange.  Trading of  securities  on the OTC  Bulletin  Board is often more
sporadic than the trading of securities listed on an exchange or NASDAQ. You may
have  difficulty  reselling any of the shares that you purchase from the selling
shareholders.

THERE HAS BEEN AN VOLATILE  PUBLIC  MARKET FOR OUR COMMON STOCK AND THE PRICE OF
OUR STOCK MAY BE SUBJECT TO FLUCTUATIONS.

We cannot  assure you that a liquid  transparent  trading  market for our common
stock will develop or be sustained. You may not be able to resell your shares at




                                      -7-
<PAGE>

or above the initial  offering  price.  The market  price of our common stock is
likely to be  volatile  and could be  subject to  fluctuations  in  response  to
factors such as the following, most of which are beyond our control:

         o        operating   results  that  vary  from  the   expectations   of
                  securities analysts and investors;
         o        changes   in   expectations   as  to  our   future   financial
                  performance,   including  financial  estimates  by  securities
                  analysts and investors;
         o        the operations,  regulatory,  market and other risks discussed
                  in this section;
         o        announcements   by  us  or  our   competitors  of  significant
                  contracts,   acquisitions,   strategic   partnerships,   joint
                  ventures or capital commitments;
         o        announcements  by  third  parties  of  significant  claims  or
                  proceedings against us; and
         o        future sales of our common stock.

In addition,  the market for our stock has from time to time experienced extreme
price and volume  fluctuations.  These broad market  fluctuations  may adversely
affect the market price of our common stock.

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION.

Our common  stock is subject  to  regulations  of the  Securities  and  Exchange
Commission  relating to the market for penny stocks. The Securities  Enforcement
and Penny Stock Reform Act of 1990 (the "Reform Act") also  requires  additional
disclosure in connection  with any trades  involving a stock defined as a "penny
stock" (generally,  according to recent  regulations  adopted by the Commission,
any  equity  security  that has a market  price of less than  $5.00  per  share,
subject to certain exceptions), including the delivery, prior to any penny stock
transaction,  of a disclosure schedule explaining the penny stock market and the
risks associated therewith.  These regulations generally require  broker-dealers
who sell penny stocks to persons other than established customers and accredited
investors to deliver a disclosure schedule explaining the penny stock market and
the risks  associated with that market.  These  regulations  also impose various
sales practice  requirements on  broker-dealers.  The regulations  that apply to
penny stocks may severely  affect the market  liquidity for our  securities  and
that could limit your ability to sell your securities in the secondary market.

RISKS RELATING TO LOW-PRICE STOCKS.

Because  our  stock is  quoted  on the NASD OTC  Electronic  Bulletin  Board and
subject to the Penny Stock  Regulations,  an investor  may find it  difficult to
dispose  of, or to obtain  accurate  quotations  as to the market  value of, our
Company's securities. The regulations governing low-priced or penny stocks could
limit the ability of  broker-dealers  to sell the Company's  securities and thus
the ability of the  purchasers of this Offering to sell their  securities in the
secondary market.

WE MAY NOT HAVE ENOUGH FUNDING TO COMPLETE OUR BUSINESS PLAN.

We will need  additional  financing to fully  implement  our business  plan.  We
cannot give any assurance that this  additional  financing  could be obtained of
attractive  terms or at all. In addition,  our ability to raise additional funds
through  a private  placement  may be  restricted  by SEC  rules  which  limit a
company's ability to sell securities similar to those being sold in a registered
offering  before the time that  offering is completed  or otherwise  terminated.
Additionally,  we may not have a sufficient  quantity of common stock capital if
all of the warrants are exercised  and  debentures  converted.  We would have to
amend our articles of  incorporation  and increase our  authorized  common stock
capital.  Lack of funding could force us to curtail  substantially  or cease our
operations.

FUTURE CAPITAL NEEDS COULD RESULT IN DILUTION TO INVESTORS; ADDITIONAL FINANCING
COULD BE UNAVAILABLE OR HAVE UNFAVORABLE TERMS.

Our Company's future capital requirements will depend on many factors, including
cash flow from  operations,  progress in its gas  operations,  competing  market
developments,  and  the  Company's  ability  to  market  its  proposed  products
successfully. Although the Company currently has specific plans and arrangements




                                      -8-
<PAGE>

for  financing  its  working  capital  is  presently  insufficient  to fund  the
Company's  activities.  It may be necessary to raise  additional  funds  through
equity or debt financings. Any equity financings could result in dilution to our
Company's  then-existing  stockholders.  Sources of debt financing may result in
higher  interest  expense.  Any  financing,  if  available,   may  be  on  terms
unfavorable to the Company. If adequate funds are not obtained,  the Company may
be required to reduce or curtail  operations.  The Company  anticipates that its
existing  capital  resources,  together with the net proceeds of this  Offering,
will be adequate to satisfy its operating expenses and capital  requirements for
at least 6 months after the date of this Prospectus. However, such estimates may
prove to be inaccurate.

SUBSTANTIAL CAPITAL REQUIREMENTS

We may make substantial  capital  expenditures for the development,  acquisition
and  production  of natural gas  pipeline,  processing  systems  and, or storage
facilities.  We believe that the Company will have  sufficient  cash provided by
operating  activities and equity financing to fund planned capital  expenditures
in the near future. If revenues or the Company's equity financing  decrease as a
result of lower natural gas prices, operating difficulties, the Company may have
limited  ability  to expend the  capital  necessary  to  undertake  or  complete
proposed plans and opportunities. There can be no assurance that additional debt
or equity  financing or cash  generated by operations  will be available to meet
these requirements.

WE CAN GIVE NO ASSURANCE REGARDING THE AMOUNTS OF CASH THAT WE WILL GENERATE.

The  actual  amounts of cash we  generate  will  depend  upon  numerous  factors
relating to our business which may be beyond our control, including:

o        the demand for natural gas;
o        profitability of operations;
o        required principal and interest payments on any debt we may incur;
o        the cost of acquisitions;
o        our issuance of equity securities;
o        fluctuations in working capital;
o        capital expenditures;
o        continued development of gas transportation network systems;
o        prevailing economic conditions;
o        government regulations.


WE DO NOT EXPECT TO PAY DIVIDENDS FOR SOME TIME, IF AT ALL.

No cash dividends have been paid on the Common Stock.  We expect that any income
received from operations will be devoted to our future operations and growth. We
do not expect to pay cash  dividends  in the near  future.  Payment of dividends
would  depend  upon our  profitability  at the time,  cash  available  for those
dividends, and other factors.

COMPETITION

Our Company  will be competing  with other  established  businesses  that market
similar  products.  Many of these companies have greater capital,  marketing and
other  resources  than we do.  There  can be no  assurance  that  these or other
companies  will not develop new or enhanced  products  that have greater  market
acceptance  than  any that  may be  marketed  by the  Company.  There  can be no
assurance  that our  Company  will  successfully  differentiate  itself from its
competitors  or that the market will  consider our products to be superior or to
or more appealing than those of our competitors. Market entry by any significant
competitor  may have an  adverse  effect  on our sales  and  profitability.  See
"Competition."

WE  OPERATE  IN  HIGHLY  COMPETITIVE  MARKETS  IN  COMPETITION  WITH A NUMBER OF
DIFFERENT COMPANIES.

We  face  strong  competition  in  our  geographic  areas  of  operations.   Our
competitors  include major  integrated oil companies,  interstate and intrastate
pipelines.  We compete with integrated companies that have greater access to raw



                                      -9-
<PAGE>

natural gas supply and are less  susceptible to fluctuations in price or volume,
and some of our competitors  that have greater  financial  resources may have an
advantage in competing for acquisitions or other new business opportunities.

GROWING OUR BUSINESS BY  CONSTRUCTING  NEW PIPELINES AND  PROCESSING  FACILITIES
SUBJECTS US TO  CONSTRUCTION  RISKS AND RISKS THAT RAW NATURAL GAS SUPPLIES WILL
NOT BE AVAILABLE UPON COMPLETION OF THE FACILITIES.

One of the ways we intend to grow our  business is through the  construction  of
additions to our existing  gathering  systems,  modification of our existing gas
processing plant and construction of new processing facilities. The construction
of gathering and processing  facilities  requires the expenditure of significant
amounts of capital,  which may exceed our expectations.  Generally,  we may have
only limited raw natural gas supplies  committed  to these  facilities  prior to
their construction. Moreover, we may construct facilities to capture anticipated
future growth in production in a region in which  anticipated  production growth
does not materialize. As a result, there is the risk that new facilities may not
be able to attract  enough raw natural gas to achieve  our  expected  investment
return,  which could  adversely  affect our results of operations  and financial
condition.

A SIGNIFICANT  COMPONENT OF OUR GROWTH STRATEGY WILL BE ACQUISITIONS  AND WE MAY
NOT BE ABLE TO COMPLETE FUTURE ACQUISITIONS SUCCESSFULLY.

Our business strategy will emphasize growth through strategic acquisitions,  but
we cannot  assure  you that we will be able to  identify  attractive  or willing
acquisition  candidates or that we will be able to acquire  these  candidates on
economically acceptable terms. Competition for acquisition  opportunities in our
industry  exists and may increase.  Any increase in the level of competition for
acquisitions  may increase the cost of, or cause us to refrain from,  completing
acquisitions.

Our strategy of acquisitions is dependent upon, among other things,  our ability
to obtain debt and equity  financing  and  possible  regulatory  approvals.  Our
ability to pursue  our growth  strategy  may be  hindered  if we are not able to
obtain  financing or  regulatory  approvals,  including  those under federal and
state antitrust laws. Our ability to grow through  acquisitions  and manage such
growth  will  require  us to invest in  operational,  financial  and  management
information systems and to attract,  retain, motivate and effectively manage our
employees.  The inability to manage the integration of acquisitions  effectively
could have a material  adverse  effect on our  financial  condition,  results of
operations  and  business.  Pursuit of our  acquisition  strategy  may cause our
financial  position and results of  operations to fluctuate  significantly  from
period to period.

IF WE  ARE  UNABLE  TO  MAKE  ACQUISITIONS  ON  ECONOMICALLY  AND  OPERATIONALLY
ACCEPTABLE TERMS, OUR FUTURE FINANCIAL PERFORMANCE MAY BE LIMITED.

There can be no assurance that:

         o        we will  identify  attractive  acquisition  candidates  in the
                  future;
         o        we will be able to acquire assets on  economically  acceptable
                  terms;
         o        any  acquisitions   will  not  be  dilutive  to  earnings  and
                  operating surplus; or
         o        any debt  incurred to finance an  acquisition  will not affect
                  our ability to make distributions to you.

If we  are  unable  to  make  acquisitions  on  economically  and  operationally
acceptable  terms,  our  future  financial  performance  will be  limited to the
performance of our present gas gathering network.

Our acquisition strategy involves many risks, including:

         o        difficulties  inherent in the  integration  of operations  and
                  systems;
         o        the diversion of  management's  attention  from other business
                  concerns; and
         o        the potential loss of key employees of acquired businesses.

In addition, future acquisitions may involve significant expenditures. Depending
upon the nature, size and timing of future  acquisitions,  we may be required to




                                      -10-
<PAGE>

secure  financing.  We  cannot  assure  you that  additional  financing  will be
available to us on acceptable terms.

OUR  BUSINESS IS  DEPENDENT  UPON  PRICES AND MARKET  DEMAND FOR NATURAL GAS AND
PROPANE, WHICH ARE BEYOND OUR CONTROL AND HAVE BEEN EXTREMELY VOLATILE.

We are subject to significant  risks due to  fluctuations  in commodity  prices,
primarily  with  respect to the prices of gas that we may own as a result of our
processing and distribution activities.

The markets and prices for residue gas depend upon  factors  beyond our control.
These factors  include  demand for oil, and natural gas,  which  fluctuate  with
changes in market and economic conditions and other factors, including:

         o        the impact of weather on the demand for oil and natural gas;
         o        the level of domestic oil and natural gas production;
         o        the availability of imported oil and natural gas;
         o        the   availability   of  local,   intrastate   and  interstate
                  transportation systems;
         o        the availability and marketing of competitive fuels;
         o        the impact of energy conservation efforts; and
         o        the extent of governmental regulation and taxation.

WE GENERALLY DO NOT OWN THE LAND ON WHICH OUR PIPELINES ARE  CONSTRUCTED  AND WE
ARE SUBJECT TO THE POSSIBILITY OF INCREASED COSTS FOR THE LOSS OF LAND USE.

We  generally  do not own the  land on  which  our  pipelines  are  constructed.
Instead,  we obtain the right to  construct  and operate the  pipelines on other
people's  land  for a period  of  time.  If we were to lose  these  rights,  our
business could be affected negatively.

RISKS RELATED TO THE RETAIL PROPANE AND ASSOCIATED BUSINESSES

         o        Decreases in the demand for propane  because of warmer weather
                  may adversely  affect our  financial  condition and results of
                  operations.

         o        Weather conditions have a significant impact on the demand for
                  propane for  heating  purposes.  All of our propane  customers
                  rely  heavily  on  propane  as a heating  fuel.  The volume of
                  propane  sold is at its  highest  during  the  six-month  peak
                  heating  season  of  October  through  March  and is  directly
                  affected by the  severity of the winter  weather.  We estimate
                  that  approximately  two-thirds of our annual  retail  propane
                  volume  will be  sold  during  these  months.  Actual  weather
                  conditions can vary  substantially from quarter to quarter and
                  year  to   year,   significantly   affecting   our   financial
                  performance.  Furthermore,  warmer than normal temperatures in
                  our service area can  significantly  decrease the total volume
                  of propane we sell.  Consequently,  our operating  results may
                  vary  significantly  due to  actual  changes  in  temperature.
                  Weather  conditions in any quarter or year may have a material
                  adverse effect on our operations.

         o        Sudden and sharp propane price increases that cannot be passed
                  on to customers may adversely affect our profits,  income, and
                  cash flow.

         o        Energy  efficiency  and  technology  may reduce the demand for
                  propane and our revenues.

         o        The  national   trend  toward   increased   conservation   and
                  technological  advances,  including  installation  of improved
                  insulation and the development of more efficient  furnaces and
                  other heating devices,  has adversely  affected the demand for
                  propane  by  retail   customers.   Future   conservation   and
                  efficiency  measures  or  technological  advances  in heating,
                  conservation, energy generation, or other devices might reduce
                  demand for propane and our revenues.

         o        The  propane  business  is highly  regulated.  New or stricter




                                      -11-
<PAGE>

                  environmental,  health, or safety regulations may increase our
                  operating costs and reduce our net income.

         o        The  propane  business  is subject to a wide range of federal,
                  state,  and local  environmental,  transportation,  health and
                  safety   laws   and   regulations   governing   the   storage,
                  distribution,  and  transportation  of  propane.  We may  have
                  increased  costs in the future due to new or stricter  safety,
                  health,  transportation,   and  environmental  regulations  or
                  liabilities  resulting from  non-compliance  with operating or
                  other regulatory  permits.  The increase in any such costs may
                  reduce our net income.

         o        We will be subject to all operating hazards and risks normally
                  associated   with   handling,   storing,   transporting,   and
                  delivering  combustible  liquids  such as  propane  for use by
                  consumers. As a result, we may be a defendant in various legal
                  proceedings  and litigation  arising in the ordinary course of
                  business. Our insurance may not be adequate to protect us from
                  all material  expenses  related to potential future claims for
                  personal  injury and property damage or that insurance will be
                  available in the future at economical prices. In addition, the
                  occurrence  of a  serious  accident,  whether  or  not  we are
                  involved, may have an adverse effect on the public's desire to
                  use our products.

GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS

Our  business  is  regulated  by  certain  local,  state  and  federal  laws and
regulations  relating to the exploration for, and the  development,  production,
marketing,  pricing,  transportation and storage of, natural gas and oil. We are
also  subject to  extensive  and  changing  environmental  and  safety  laws and
regulations governing plugging and abandonment,  the discharge of materials into
the environment or otherwise relating to environmental  protection. In addition,
we are  subject to  changing  and  extensive  tax laws,  and the effect of newly
enacted  tax  laws  cannot  be  predicted.  The  implementation  of new,  or the
modification of existing,  laws or regulations,  including regulations which may
be  promulgated  under the Oil  Pollution  Act of 1990,  could  have a  material
adverse effect on the Company.

FEDERAL, STATE OR LOCAL REGULATORY MEASURES COULD ADVERSELY AFFECT OUR BUSINESS.

While the Federal  Energy  Regulatory  Commission,  or FERC,  does not  directly
regulate the major portions of our operations,  federal regulation,  directly or
indirectly,  influences  certain  aspects of our business and the market for our
products.  As a raw natural  gas  gatherer  and not an  operator  of  interstate
transmission  pipelines,  we generally are exempt from FERC regulation under the
Natural Gas Act of 1938, but FERC  regulation  still  significantly  affects our
business.  In recent  years,  FERC has pursued  pro-competition  policies in its
regulation of interstate  natural gas pipelines.  However,  we cannot assure you
that FERC will continue this approach as it considers  proposals by pipelines to
allow  negotiated  rates  not  limited  by rate  ceilings,  pipeline  rate  case
proposals  and  revisions to rules and policies that may affect rights of access
to natural gas transportation capacity.

While state public utility  commissions do not regulate our business,  state and
local  regulations  do affect our  business.  We are subject to ratable take and
common purchaser statutes in the states where we operate.  Ratable take statutes
generally require gatherers to take, without undue  discrimination,  natural gas
production that may be tendered to the gatherer for handling.  Similarly, common
purchaser  statutes  generally  require  gatherers  to  purchase  without  undue
discrimination  as to source of supply or producer.  These statutes are designed
to prohibit discrimination in favor of one producer over another producer or one
source of supply over another  source of supply.  These  statutes  also have the
effect of  restricting  our right as an owner of gathering  facilities to decide
with whom we contract to purchase or transport  natural gas.  Federal law leaves
any economic  regulation of raw natural gas gathering to the states, and some of
the states in which we operate have  adopted  complaint-based  or other  limited
economic regulation of raw natural gas gathering activities.  States in which we
operate  that  have  adopted  some  form  of  complaint-based  regulation,  like
Oklahoma,  Kansas and Texas,  generally allow natural gas producers and shippers



                                      -12-
<PAGE>

to file  complaints  with state  regulators  in an effort to resolve  grievances
relating to natural gas gathering access and rate discrimination.  The states in
which we conduct  operations  administer federal pipeline safety standards under
the Pipeline Safety Act of 1968, and the "rural gathering  exemption" under that
statute that our gathering  facilities  currently enjoy may be restricted in the
future.  The "rural  gathering  exemption" under the Natural Gas Pipeline Safety
Act of 1968 presently exempts substantial  portions of our gathering  facilities
from jurisdiction  under that statute,  including those portions located outside
of cities, towns, or any area designated as residential or commercial, such as a
subdivision or shopping center.

OUR BUSINESS  INVOLVES  HAZARDOUS  SUBSTANCES  AND MAY BE ADVERSELY  AFFECTED BY
ENVIRONMENTAL REGULATION.

Many of the operations and activities of our gathering systems, plants and other
facilities are subject to  significant  federal,  state and local  environmental
laws and  regulations.  These include,  for example,  laws and regulations  that
impose  obligations  related to air  emissions  and discharge of wastes from our
facilities and the cleanup of hazardous  substances  that may have been released
at properties  currently or  previously  owned or operated by us or locations to
which we have sent wastes for disposal.  Various  governmental  authorities have
the power to enforce  compliance  with these  regulations and the permits issued
under them,  and  violators  are subject to  administrative,  civil and criminal
penalties, including civil fines, injunctions or both. Liability may be incurred
without  regard to fault for the  remediation  of  contaminated  areas.  Private
parties,  including the owners of properties through which our gathering systems
pass,  may also have the right to pursue legal actions to enforce  compliance as
well  as  to  seek  damages  for  non-compliance  with  environmental  laws  and
regulations or for personal injury or property damage.

There is inherent risk of the incurrence of environmental  costs and liabilities
in our business due to our handling of natural gas and other petroleum products,
air emissions related to our operations,  historical industry operations,  waste
disposal  practices  and the prior use of  natural  gas flow  meters  containing
mercury. In addition,  the possibility exists that stricter laws, regulations or
enforcement  policies could significantly  increase our compliance costs and the
cost of any remediation that may become necessary.  We cannot assure you that we
will not incur material  environmental  costs and liabilities.  Furthermore,  we
cannot assure you that our  insurance  will provide  sufficient  coverage in the
event an environmental claim is made against us.

Our  business  may be  adversely  affected  by  increased  costs due to stricter
pollution control requirements or liabilities resulting from non-compliance with
required operating or other regulatory  permits.  New environmental  regulations
might  adversely  affect our  products  and  activities,  including  processing,
storage  and  transportation,  as well as waste  management  and air  emissions.
Federal and state agencies also could impose additional safety requirements, any
of which could affect our profitability.

RISK OF ADDITIONAL  COSTS AND LIABILITIES  RELATED TO  ENVIRONMENTAL  AND SAFETY
REGULATIONS AND CLAIMS

Our  pipeline  operations  are  subject  to  various  federal,  state  and local
environmental,  safety,  health and other laws,  which can  increase the cost of
planning,  designing,  installing and operating such facilities. There can be no
assurance that costs and liabilities relating to compliance will not be incurred
in the  future.  Moreover,  it is  possible  that  other  developments,  such as
increasingly strict  environmental and safety laws,  regulations and enforcement
policies  thereunder,  and claims for damages to  property or persons  resulting
from our operations, could result in additional costs to and liabilities for us.

GOVERNMENTAL REGULATION OF OUR PIPELINES COULD INCREASE OUR OPERATING COSTS

Currently our  operations  involving the gathering of natural gas from wells are
exempt from  regulation  under the Natural Gas Act.  Section 1(b) of the Natural
Gas Act provides  that the  provisions  of the Act shall not apply to facilities
used for the production or gathering of natural gas. Our physical dimensions and
operations  support  the  conclusion  that our  facilities  perform  primarily a
gathering  function.  We should  not,  therefore,  be subject to Natural Gas Act
regulation.  There, however, can be no assurance that this will remain the case.
The Federal Energy Regulatory  Commission's oversight of entities subject to the



                                      -13-
<PAGE>

Natural Gas Act includes  the  regulation  of rates,  entry and exit of service,
acquisition,  construction  and  abandonment  of  transmission  facilities,  and
accounting for regulatory  purposes.  The implementation of new laws or policies
that would subject us to regulation by the Federal Energy Regulatory  Commission
under the Natural Gas Act could have a material  adverse effect on our financial
condition and operations.  Similarly,  changes in the method or circumstances of
operation, or in the configuration of facilities, could result in changes in our
regulatory status.

Our gas gathering operations are subject to regulation at the state level, which
increases the costs of operating  our pipeline  facilities.  Matters  subject to
regulation include rates,  service and safety. We have been granted an exemption
from  regulation  as a public  utility  in Texas.  Presently,  our rates are not
regulated  in Texas.  Changes in state  regulations,  or our status  under these
regulations  due to  configuration  changes in our  operating  facilities,  that
subject us to further  regulation  could have a material  adverse  effect on our
financial   condition.   Litigation  or  governmental   regulation  relating  to
environmental  protection and operational safety may result in substantial costs
and liabilities.

Our operations are subject to federal and state  environmental  laws under which
owners of natural gas  pipelines  can be liable for clean-up  costs and fines in
connection with any pollution caused by the pipelines. We can also be liable for
clean-up costs resulting from pollution which occurred before our acquisition of
the gathering systems.  In addition,  we are subject to federal and state safety
laws that  dictate  the type of  pipeline,  quality of pipe  protection,  depth,
methods of welding and other  construction-related  standards.  While we believe
that the gathering systems comply in all material respects with applicable laws,
we  cannot  assure  you that  future  events  will not occur for which we may be
liable.  Possible future  developments,  including  stricter laws or enforcement
policies,  or  claims  for  personal  or  property  damages  resulting  from our
operations could result in substantial costs and liabilities to us.

SOVEREIGN RISK

The Company is focusing on the development of  infrastructure  projects  through
its Mexican  entity,  Terranova  Energia S.de R.L. de C.V., in the nation of the
United Mexican States  (Mexico).  The risk of indirect or regulatory  actions by
local, state or federal  authorities in Mexico which may inhibit,  delay, hinder
or block projects under  development in Mexico is very high given the history of
operations  conducted by past businesses other than the Company in Mexico. There
is a  substantial  risk that a set of actions taken by commission or omission by
the various actors in the public, private, nongovernmental and/or social sectors
could  negatively  impact a project or  investment  in Mexico.  The legal system
employed in Mexico is  dramatically  different  in its  structure  and method of
operation  compared to the common law foundation present in the United States of
America.  The level of legal protection afforded investors by the North American
Free Trade  Agreement  has not  materially  improved  from a foreign  investor's
viewpoint.

There can be no assurance that a  commercially  viable project will be completed
due to the above factors which could result in commercial  competitors trying to
circumvent  the  market  system  through  the   exploitation  of   undocumented,
extraofficial channels of influence that constitute unfair competition. Federal,
state and local  authorities are not well coordinated in their legal protections
and improper influence and competition may arise from any level of government to
disrupt or destroy the commercial viability of investments by foreign investors.
While the  Company has taken  precautions  to limit its  investments  to prudent
levels,  there is a continuing risk of adverse activities arising from the above
sources  that  could  impair or  result  in the  entire  loss of  investment  in
otherwise commercially viable projects initiated by the Company in Mexico.

PIPELINE  SYSTEM  OPERATIONS ARE SUBJECT TO  OPERATIONAL  HAZARDS AND UNFORESEEN
INTERRUPTIONS

The  operations  of our pipeline  systems are subject to hazards and  unforeseen
interruptions,  including natural disasters, adverse weather, accidents or other
events,  beyond our control.  A casualty  occurrence  might result in injury and
extensive  property  or  environmental  damage.  Although  we intend to maintain
customary insurance coverages for gathering systems of similar capacity,  we can
offer no assurance that these coverages will be sufficient for any casualty loss
we may incur.




                                      -14-
<PAGE>

OPERATING RISKS OF NATURAL GAS OPERATIONS

The natural gas business involves certain operating hazards. The availability of
a ready  market for our natural gas products  also  depends on the  proximity of
reserves to, and the capacity of, natural gas gathering  systems,  pipelines and
trucking or terminal facilities.  As a result,  substantial liabilities to third
parties or  governmental  entities may be  incurred,  the payment of which could
reduce  or  eliminate  the  funds  available  for  exploration,  development  or
acquisitions  or result in the loss of the Company's  properties.  In accordance
with customary industry practices, the Company maintains insurance against some,
but not all,  of such risks and  losses.  The  Company  does not carry  business
interruption  insurance.  The  occurrence  of such an event not fully covered by
insurance  could have a material  adverse effect on the financial  condition and
results of operations of the Company.

OUR BUSINESS INVOLVES MANY HAZARDS AND OPERATIONAL  RISKS, SOME OF WHICH MAY NOT
BE COVERED BY INSURANCE.

Our  operations  are  subject to the many  hazards  inherent  in the  gathering,
compressing,  treating and processing of raw natural gas and NGLs and storage of
residue gas,  including  ruptures,  leaks and fires. These risks could result in
substantial  losses due to personal injury and/or loss of life, severe damage to
and  destruction of property and equipment and pollution or other  environmental
damage and may result in curtailment or suspension of our related operations. We
are  not  fully  insured  against  all  risks  incident  to our  business.  If a
significant  accident  or  event  occurs  that is not  fully  insured,  it could
adversely affect our operations and financial condition.

INSURANCE

Companies  engaged in the petroleum  products  distribution and storage business
may be sued for  substantial  damages  in the  event  of an  actual  or  alleged
accident or environmental  contamination.  The Company  maintains  $2,000,000 of
liability insurance.  There can be no assurance that we will be able to continue
to maintain  liability  insurance at a reasonable cost in the future,  or that a
potential  liability will not exceed the coverage  limits.  Nor can there be any
assurance  that the amount of insurance  carried by us will enable it to satisfy
any claims for which it might be held liable  resulting  from the conduct of its
business operations.

Item 1B.  UNRESOLVED STAFF COMMENTS
-----------------------------------

Not Applicable to Non-Accelerated Filers.


ITEM 2.   DESCRIPTION OF PROPERTIES
-----------------------------------

Reef Ventures, L.P. owns and operates the international natural gas pipeline and
related  facilities  located in Maverick  County,  Texas and  Coahuila,  Mexico.
Tidelands  owns a 97%  limited  partnership  interest  and a 1% general  partner
interest  (thru  Arrecefe  Management  LLC) in this  entity.  We acquired  these
interests from Impact  International,  LLC. Impact financed our purchase of this
system and we owe Impact $ 4,496,768.

Rio Bravo Energy,  LLC owns and operates the Chittim Gas Processing  Plant which
is located in Maverick, County, Texas. The plant is currently shut down. The gas
plant has the  capability  to  fractionate  natural  gas into  commercial  grade
propane and butane. In the near future, we expect to sell these assets.

Sonora   Pipeline,   LLC  owns  the  Sonora  Pipeline   network   consisting  of
approximately  80 miles of  pipeline.  No  significant  encumbrances  exist with
respect to the assets of this  company.  The pipeline is currently  inactive and
could be used to  transport  natural  gas from third party  producers  to supply
feedstock for the Chittim Gas Processing Plant owned by Rio Bravo Energy LLC. In
the near future, we expect to sell these assets.  Sonora Pipeline LLC also plans
to  construct,  own and operate  approximately  33 miles of thirty inch diameter
natural gas pipelines in Hidalgo  County,  Texas which will  interconnect at the
U.S.-Mexico border with the pipeline and storage assets to be constructed, owned
and operated by Terranova  Energia,  S. de R.L. de C.V,  another  subsidiary  of
Tidelands Oil & Gas Corporation.



                                      -15-
<PAGE>

Sonterra Energy Corporation  operates a propane  distribution  systems providing
propane  to  15  residential   subdivisions  in  Austin,   Texas.   The  propane
distribution  system is  comprised of  approximately  25 miles of gas main pipe,
75,000 feet of yard lines, 850 meters and storage tanks with a combined capacity
of  156,000  gallons  of LPG.  Sonterra  is  currently  constructing  a  propane
distribution system for approximately 200 residential units in Cordillera Ranch,
a rural subdivision located in Kendall County, Texas.

We lease our San Antonio  executive office. We entered into this office lease on
August 1, 2003. The term expired  November 30, 2005. We held over our tenancy in
the building  under the month to month clause and renewed this lease on February
1, 2006 for a term until December 31, 2007. Our monthly lease payment is $3,400.
Our rent expense for 2005 was $40,800.  Sonterra Energy Corporation entered into
a sublease  agreement  for its  offices in an adjacent  building  for $2,500 per
month  until its  renewal in October  2005 at which time the rent  increased  to
$3,000 per month through March 31, 2006.  However, on February 1, 2006, Sonterra
Energy Corporation entered into a direct lease with the building owner at a rent
of $3,300 per month for a term ending December 31, 2007. Sonterra's rent expense
for this office for 2005 was $31,500.


ITEM 3.   LEGAL PROCEEDINGS
---------------------------

Matter No. 1:

On January 6,  2003,  we were  served as a third  party  defendant  in a lawsuit
titled  Northern  Natural Gas Company vs. Betty Lou Sheerin vs.  Tidelands Oil &
Gas Corporation,  ZG Gathering, Ltd. and Ken Lay, in the 150th Judicial District
Court,  Bexar  County,  Texas,  Cause  Number  2002-C1-16421.  The  lawsuit  was
initiated by Northern Natural Gas when it sued Betty Lou Sheerin for her failure
to make  payments on a note she  executed  payable to  Northern in the  original
principal amount of $1,950,000.  Northern's suit was filed on November 13, 2002.
Sheerin  answered  Northern's  lawsuit  on January  6,  2003.  Sheerin's  answer
generally  denied  Northern's  claims  and raised the  affirmative  defenses  of
fraudulent inducement by Northern,  estoppel,  waiver and the further claim that
the  note  does  not  comport  with  the  legal  requirements  of  a  negotiable
instrument. Sheerin seeks a judicial ruling that Northern be denied any recovery
on the note.  Sheerin's  answer  included a counterclaim  against  Northern,  ZG
Gathering, and Ken Lay generally alleging, among other things, that Northern, ZG
Gathering,  Ltd. and Ken Lay,  fraudulently  induced her  execution of the note.
Northern has filed a general denial of Sheerin's counterclaims. Sheerin's answer
included a third party cross claim against Tidelands. She alleges that Tidelands
entered  into an  agreement  to  purchase  the Zavala  Gathering  System from ZG
Gathering Ltd. and that, as a part of the agreement, Tidelands agreed to satisfy
all of the obligations due and owing to Northern,  thereby  relieving Sheerin of
all  obligations  she  had to  Northern  on the  $1,950,000  promissory  note in
question.  Tidelands and Sheerin agreed to delay the  Tidelands'  answer date in
order to  allow  time for  mediation  of the  case.  Tidelands  participated  in
mediation  on March 11, 2003.  The case was not settled at that time.  Tidelands
answered  the Sheerin suit on March 26, 2003.  Tidelands'  answer  denies all of
Sheerin's allegations.

On May 24 and June 16, 2004 respectively,  Betty Lou Sheerin filed her first and
second amended original answer,  affirmative  defenses,  special  exceptions and
second  amended  original  counterclaim,  second  amended  original  third party
cross-actions and requests for disclosure.  In these amended pleadings, she sued
Michael Ward, Royis Ward, James B. Smith,  Carl Hessell and Ahmed Karim in their
individual  capacities.  Her claims  against  these  individuals  are for fraud,
breach of contract,  breach of the Uniform  Commercial  Code,  breach of duty of
good faith and fair  dealing  and  conversion.  Sheerin has now  non-suited  her
claims against Michael Ward, Royis Ward, and James B. Smith.

In  September  2002,  as a  pre-closing  deposit to the  purchase  of the Zavala
Gathering  System,  the Company executed a $300,000  promissory note to Betty L.
Sheerin,  a partner of ZG  Gathering,  Ltd.  In  addition,  the  Company  issued
1,000,000 shares of its common stock to various  partners of ZG Gathering,  Ltd.
On December 3, 2003,  Sheerin filed a separate lawsuit against  Tidelands in the
150th District Court of Bexar County,  Texas on this  promissory  note seeking a
judgment against  Tidelands for the principle amount of the note, plus interest.
On December 29th,



                                      -16-
<PAGE>

2003, Tidelands answered this lawsuit denying liability on the note. On April 1,
2004,  Tidelands filed a plea in abatement  asking the court to dismiss or abate
Sheerin's  lawsuit on the $300,000  promissory note as it was related to and its
outcome was  dependent  on the outcome of the Sheerin  third party cross  action
against Tidelands in Cause Number  2002-C1-16421.  The company believes that the
promissory  note and shares of common stock  should be cancelled  based upon the
outcome of the litigation described above. Accordingly, our financial statements
reflect this belief.

On  September  15,  2004 and again on October  15,  2004  respectively,  Sheerin
amended her  pleadings to include a third and fourth  amended  third party cross
action against  Tidelands  adding a claim for the $300,000  promissory  note. In
these amended  pleadings,  Sheerin also deleted her claims  against Carl Hessell
and Ahmed Karim.  After adding the claim on the $300,000  promissory note to the
third party  claims of Sheerin  against  Tidelands  in Cause No.  2002-C1-16421,
Sheerin dismissed Cause Number 2002-C1-16421.

Tidelands won a partial summary  judgment  against Sheerin as to all of her tort
claims pled against Tidelands,  save and except only her claim for conversion of
500,000 shares of Tidelands stock.

Sheerin seeks damages  against  Tidelands for indemnity for any sums found to be
due from her to Northern  Natural  Gas  Company,  unspecified  amounts of actual
damages, statutory damages,  unspecified amounts of exemplary damages, attorneys
fees, costs of suit, and prejudgment and post judgment interest.

On August 5,  2005,  Northern  Natural  Gas  Company  filed its  Fourth  Amended
Original  Petition which,  for the first time, named Tidelands as a defendant to
Northern.  Northern  seeks to  impose  liability  on  Tidelands  for  $1,950.000
promissory  note signed by McDay Energy  Partners,  Ltd. (the  predecessor to ZG
Gathering,  Ltd.) and Sheerin and the $1,700,000 promissory note signed by McDay
only.  Northern contends that Tidelands is alternatively  liable to Northern for
payment of both such promissory notes totaling  $3,709,914 plus interest because
Northern is a third party beneficiary under a December 3, 2001 purchase and sale
agreement  between ZG and Tidelands  claiming that in such  agreement  Tidelands
agreed to assume and satisfy all  indebtedness due and owing Northern by Sheerin
and ZG. Northern also claims that it is entitled to foreclosure of a lien on the
gas gathering  system and pipeline that was the subject of the promissory  notes
in question.

Tidelands has won a summary  judgment  motion it filed against  Northern and the
court has now dismissed Northern's claims against Tidelands.

On November 28, 2005, ZG Gathering, Ltd. and ZG Pipeline Management ("ZG") filed
its answer to  Northern's  Fifth Amended  Petition,  its  counter-claim  against
Northern, and its answer and cross claim against Tidelands. ZG contends that the
promissory notes given by ZG and Sheerin to Northern were procured by Northern's
fraudulent  misrepresentations  and it claims  unspecified  amounts  of  damages
against  Northern.  ZG's cross action against Tidelands claims Tidelands entered
into an agreement to purchase the Zavala  Gathering  System from ZG and that, as
part of that  agreement,  Tidelands  agreed to satisfy the  $3,700,914  Northern
indebtedness of ZG, and to defend,  indemnify,  and hold ZG and Sheerin harmless
from such  indebtedness,  to pay off a Sheerin loan of $300,000,  and to issue 1
million  shares of  Tidelands  stock,  of which  500,000 was to be free  trading
shares.  ZG claims that Tidelands  breached this agreement by failing to satisfy
the Northern  indebtedness,  failing to defend and  indemnify it from such debt,
failing to pay off the $300,000  note,  failing to issue the free trading shares
in Tidelands,  and by placing a stop transfer order on the restricted stock that
was  issued  by  Tidelands.  ZG seeks  specific  performance  of the  agreement,
recovery of an unspecified amount of damages, and its attorney's fees.

Much of the discovery has been completed at this time.  Based on  investigation,
and discovery to date,  Tidelands appears to have a number of potential defenses
to the claims of Sheerin and Northern. Tideland's intends to aggressively defend
these  lawsuits.  The  complexity  of the  issues in this case and the  inherent
uncertainties in litigation of this kind prevent a more definitive evaluation of
the extent of Tidelands' liability exposure.

Matter No. 2:

On May 4, 2005, HBH Development  Company,  LLC,  ("HBH")  initiated legal action
against  Sonterra  Energy  Corporation  in the District  Court of Travis County,
Texas, 98th  Judicial District, Cause No. GN 501626 HBH Development Co., LLC vs.



                                      -17-
<PAGE>

Sonterra  Energy Corp. This action involves the developer of the Austin's Colony
Subdivision  in  Travis  County,  Texas  and  the  propane  distribution  system
originally constructed by Southern Union Company.  Southern Union entered into a
letter agreement with HBH concerning the construction and operation of a propane
distribution  system in the  subdivision  to be owned and  operated  by Southern
Union.  Southern  Union  assigned the letter  agreement and its interests in the
propane  system to Oneok,  Inc.,  the parent  company of Oneok Propane  Company.
Sonterra  acquired  its  interest  in the  propane  system  from  Oneok  Propane
Distribution Company. HBH is claiming that Sonterra has failed or refused to pay
HBH rent and  easement  use fees  under the terms of the letter  agreement.  HBH
alleges that  Sonterra's  actions cause a failure of the  assignment  whereby it
acquired  rights in the propane  system or  alternatively,  if the assignment is
effective,  for  breach  of  contract.  HBH  seeks to have the  court  terminate
Sonterra's rights in the propane distribution system, award unspecified monetary
damages,  cancellation  of the contract and rights  associated  with the propane
distribution system, issue to HBH a writ of possession for the property, and for
attorneys  fees. HBH has amended its complaint  adding claims for mutual mistake
and reformation as to the letter  agreement and a developer's  bonus under terms
of the letter agreement.

Sonterra is defending the legal action.  It believes that under the terms of the
letter  agreement  between HBH  Development  Company and Southern Union Company,
that the easement use fees  terminated when Southern Union conveyed its interest
in the propane distribution system to Oneok Propane Company.

Matter No. 3:

On May 4, 2005, Senna Hills, Ltd. initiated legal action against Sonterra Energy
Corporation  in the  District  Court of  Travis  County,  Texas,  53rd  Judicial
District  Cause No. GN 501625 Senna Hills,  Ltd. vs Sonterra  Energy Corp.  This
action  involves the developer of the Senna Hills  Subdivision in Travis County,
Texas and the propane  distribution  system  originally  constructed by Southern
Union Company.  Southern Union entered into a letter  agreement with Senna Hills
concerning the  construction and operation of a propane  distribution  system in
the  subdivision  to be owned and  operated by Southern  Union.  Southern  Union
assigned the letter  agreement and its interests in the propane system to Oneok,
Inc.,  the parent  company  of Oneok  Propane  Company.  Sonterra  acquired  its
interest in the propane system from Oneok Propane  Distribution  Company.  Senna
Hills is claiming  that  Sonterra  has failed or refused to pay Senna Hills rent
and  easement  use fees under the terms of the  letter  agreement.  Senna  Hills
alleges that  Sonterra's  actions cause a failure of the  assignment  whereby it
acquired  rights in the propane  system or  alternatively,  if the assignment is
effective, for breach of contract. Senna Hills seeks to have the court terminate
Sonterra's rights in the propane distribution system, award unspecified monetary
damages, and cancellation of the contract and rights associated with the propane
distribution system, issue to Senna Hills a writ of possession for the property,
and attorneys fees.

Senna Hills sold certain  undeveloped  sections of Senna Hills  Subdivision to a
new owner.  Sonterra  believes that it has the right to expand its  distribution
system into such  undeveloped  sections of the  subdivision.  Sonterra  plans to
expand the  distribution  system into these sections under an agreement with the
new owner. Senna Hills has stated that although it is not presently objecting to
Sonterra's  expansion of the system at this time, it is reserving its claim that
Sonterra  does not have the right to do so and that it  intends to ask the court
to cancel  Sonterra's  right to use and  possession of the propane  distribution
system, including the system in the new sections of the subdivision. Senna Hills
has amended its complaint adding claims for mutual mistake and reformation as to
the  letter  agreement  and a  developer's  bonus  under  terms  of  the  letter
agreement.

Sonterra is defending the legal action.  It believes that under the terms of the
letter  agreement  between  Senna Hills and  Southern  Union  Company,  that the
easement use fees  terminated  when Southern  Union conveyed its interest in the
propane distribution system to Oneok Propane Company.

Matter No. 4:

On April 7, 2005, Goodson Builders,  Ltd. named Sonterra Energy Corporation in a
legal action titled, Goodson Builders,  Ltd, Plaintiff vs. Jim Blackwell and BNC
Engineering,  LLC,  Defendants.  The legal  action is in the  District  Court of



                                      -18-
<PAGE>

Travis County,  Texas 345th Judicial  District.  This legal action arises from a
claim that an  underground  propane  storage tank and  underground  distribution
lines is situated on the  Plaintiff's  lot in the Hills of Lakeway  subdivision,
Travis  County,  Texas.  Plaintiff  alleges  that there is no recorded  easement
setting forth the rights and  obligations  of the parties for use of the propane
tank and lines. However,  there is reference to a "suburban propane easement" on
the plat  document.  Plaintiff  alleges  that the property is being used without
permission  and the use  constitutes  an on-going  trespass.  Plaintiff asks the
court to determine that his lot is not subject to a "suburban propane easement",
declare the propane  equipment the property of plaintiff,  enjoin  Sonterra from
use of  Plaintiff's  land,  and award  damages.  The Plaintiff  seeks damages of
$165,000 based on a market rental rate he claims to be $5,000 per month, $50,000
damages  for  depreciation  of the value of the lot,  an  unspecified  amount of
exemplary damages, and attorneys' fees. Sonterra is defending the claims.


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

No matters  were brought to a vote of the  security  holders  during the quarter
ended December 31, 2005.


                                     PART II


ITEM 5.  MARKET  FOR  COMMON  EQUITY,  RELATED  STOCKHOLDER  MATTERS  AND ISSUER
--------------------------------------------------------------------------------
         PURCHASES OF EQUITY SECURITIES
---------------------------------------

Market For Common Equity And Related Stockholder Matters

Our common stock is traded on the OTC Electronic  Bulletin Board.  The following
table  sets  forth  the high and low bid  prices  of our  common  stock for each
quarter for the years 2005 and 2004,  including the first  quarter of 2006.  The
quotations set forth below reflect inter-dealer prices,  without retail mark-up,
mark-down or commission and may not represent actual transactions.

Common Stock

Our common stock trades  Over-the-Counter  (OTC) on the OTC Bulletin Board under
the symbol TIDE.  Table 1. sets forth the high and low bid  information  for the
past two years. These quotations  reflect  inter-dealer  prices,  without retail
mark-up,  mark-down or  commission  and may not represent  actual  transactions.
These quarterly trade and quote data provided by NASDAQ OTC Bulletin Board.

Table 1.

Bid Information

Fiscal Quarter Ended
                                  High         Low

March 31, 2006                    0.87         0.80

December 31, 2005                 1.01         0.76
September 30, 2005                1.39         0.80
June 30, 2005                     1.77         0.95
March 31, 2005                    2.59         1.74

December 31, 2004                 1.36         0.60
September 30, 2004                2.18         0.73
June 30, 2004                     3.18         1.70
March 31, 2004                    4.45         1.72

On December 31,  2005,  the closing bid and closing ask prices for shares of our
common  stock in the  over-the-counter  market,  as reported by NASD OTC BB were
$0.87 and $0.88 per share, respectively.

We believe that there are presently 39 market makers for our common stock.  When
stock is traded in the public market,  characteristics  of depth,  liquidity and
orderliness of the market may depend upon the existence of market makers as well



                                      -19-
<PAGE>
<TABLE>
<CAPTION>

as the presence of willing buyers and sellers.  We do not know if these or other
market makers will continue to make a market in our common stock.  Further,  the
trading  volume in our common  stock has  historically  been both  sporadic  and
light.

As of December 31, 2005,  we had an  aggregate of 86  stockholders  of record as
reported by our transfer  agent,  Signature  Stock  Transfer Co.,  Inc.  Certain
shares  are held in the  "street"  names of  securities  broker  dealers  and we
estimate the number of stockholders  which may be represented by such securities
broker dealer accounts may exceed 5,000.

Dividends and Dividend Policy

There are no  restrictions  imposed on the  Company  which  limit its ability to
declare  or pay  dividends  on its  common  stock,  except as  limited  by state
corporation  law.  During the year ended  December  31,  2005,  no cash or stock
dividends  were  declared  or  paid  and  none  are  expected  to be paid in the
foreseeable future.

We expect to continue to retain all earnings  generated by our future operations
for the  development  and growth of our  business.  The Board of Directors  will
determine  whether  or not to  pay  dividends  in the  future  in  light  of our
earnings, financial condition, capital requirements and other factors.

Securities Authorized for Issuance under Equity Compensation Plans

The following table  summarizes our equity  compensation  plan information as of
December 31, 2005.  Information  is included for equity  compensation  plans not
approved by our security holders.

Table 1.

         Equity Compensation Plan Information

---------------------------- ------------------------ --------------------- -----------------------
Plan Category                Number of Securities to  Weighted-average      Number of Securities
                             be issued upon exercise  Exercise price of     remaining available for
                             of outstanding options,  outstanding options,  future issuance under
                             warrants and rights      warrants, and rights  equity compensation
                                                                            plans (excluding
                                                                            securities reflected in
                                                                            column (a)

                                        (a)                   (b)                      (c)
---------------------------- ------------------------ --------------------- -----------------------
<S>                          <C>                      <C>                   <C>
Equity Compensation
Plans approved by security
holders                                None                   None                     None
---------------------------- ------------------------ --------------------- -----------------------
Equity Compensation
Plans not approved by        5,000,000 (1)             $ 0.287                          -0-
security holders             5,000,000 (2)             $ 0.87                        4,350,122
---------------------------- ------------------------ --------------------- -----------------------
Total                        10,000,000                                              4,350,122
---------------------------- ------------------------ --------------------- -----------------------
</TABLE>

(1) On May 27, 2003, the Company adopted the 2003 Non-Qualified  Stock Grant and
Option Plan. The Plan reserved 5,000,000 shares. The Plan is administered by our
Board of Directors.  Directors, officers, employees consultants,  attorneys, and
others  who  provide   services  to  our  Company  are  eligible   participants.
Participants  are  eligible to be granted  warrants,  options,  common  stock as
compensation.  We granted 210,122 shares from this plan during 2005, 200,000 for
legal services, 10,000 shares to Robert Dowies under the terms of his Employment
Agreement and 122 shares to James Smith as a part of his 150,000 share  employee
bonus. The balance of this bonus was issued from the Plan outlined in footnote 2
below.

(2) On November 2, 2004, the company adopted the 2004 Non-Qualified  Stock Grant
and Option Plan. The Plan reserved 5,000,000 shares. The Plan is administered by




                                      -20-
<PAGE>
<TABLE>
<CAPTION>

our Board of Directors.  Directors, officers, employees consultants,  attorneys,
and others who  provide  services  to our  Company  are  eligible  participants.
Participants  are  eligible to be granted  warrants,  options,  common  stock as
compensation. During 2005, we granted 148,878 shares to James Smith, the balance
of his 150,000 share employee bonus.


Recent Sales of Unregistered Securities

All sales of unregistered  securities have been previously reported in our filed
periodic  reports filed with the  Securities & Exchange  Commission on Forms 8-K
and 10-Q and 10-QSB.

ITEM 6. SELECTED FINANCIAL DATA


                   SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following tables present our selected consolidated  financial information as
of  the  end of the  periods  indicated.  The  selected  consolidated  financial
information  for, and as of the end of, each of the twelve months ended December
31, 2005,  December 31, 2004,  December 31, 2003, December 31, 2002 and December
31, 2001, are from our audited consolidated financial statements.

The selected consolidated financial information is not necessarily indicative of
the  results  that  may  be  expected  for  any  future  period.   The  selected
consolidated   financial   information   should  be  read  in  conjunction  with
"Management's  Discussion  and Analysis"  and the  historical  and  consolidated
financial statements and notes incorporated by reference in this prospectus.


(Dollars in thousands, except
share and per share data)
Operating Data:                       2005        2004        2003        2002        2001
                                    --------    --------    --------    --------    --------
<S>                                 <C>         <C>         <C>         <C>         <C>
Revenue                             $  1,861    $  1,884    $    179    $    710    $  1,059
Operating Expenses                    15,172      31,626       3,061       4,454       2,760
Operating Income (Loss)              (13,311)    (29,742)     (2,882)     (3,744)     (1,701)
Other Income (Expense), Net            5,648      15,440       1,534        (316)       (905)
                                    --------    --------    --------    --------    --------
Net Income (Loss)                   $ (7,663)   $(14,302)   $ (1,348)   $ (4,060)   $ (2,606)
                                    ========    ========    ========    ========    ========

Statement of Cash Flows Data:
Cash Provided (Used) by Operating
Activities                          $ (2,784)   $ (3,108)   $    441    $   (423)   $   (934)
Cash Provided (Used) by Investing
Activities                          $ (1,836)   $ (9,629)   $    366    $   (354)   $    (48)
Cash Provided (Used) by Financing
Activities                          $    275    $ 17,302    $   (106)   $    573    $  1,068

Balance Sheet Data:
Total Assets                        $ 13,489    $ 22,423    $  1,624    $  1,379    $  1,659
Long-Term Debt                      $  4,272    $ 11,732    $   --      $   --      $    199
Total Stockholders' Equity          $  7,767    $  4,949    $    485    $ (2,536)   $ (2,182)
</TABLE>



                                      -21-
<PAGE>

              SELECTED CONSOLIDATED QUARTERLY FINANCIAL INFORMATION
   The information below is from unaudited consolidated financial statements.

Year Ended December 31, 2005          Mar         June       Sept        Dec
----------------------------           31          30         30          31
                                    --------    --------   --------    --------
  Revenues                          $    628    $    341   $    248    $    644
  Cost of Goods Sold                     285         130        220         368
                                    --------    --------   --------    --------
  Gross Margin                           343         211         28         276
  Operating Expenses                   6,947       3,825      1,580       1,817
  Other Income (Expense), Net         (2,862)      8,096        324          90
                                    --------    --------   --------    --------
  Net earnings (loss)               $ (9,466)   $  4,482   $ (1,228)   $ (1,451)
                                    ========    ========   ========    ========
  Basic income (loss) per share     $  (0.15)   $   0.08   $  (0.02)   $  (0.11)
  Diluted income (loss) per share   $  (0.15)   $   0.08   $  (0.02)   $  (0.11)

Year Ended December 31, 2004
----------------------------
  Revenues                          $      0    $    508   $    825    $    551
  Cost of Goods Sold                       0         498        802         209
                                    --------    --------   --------    --------
  Gross Margin                             0          10         23         342
  Operating Expenses                   1,538       4,209      3,545      20,825
  Other Income (Expense), Net              4      15,397          6          33
                                    --------    --------   --------    --------
  Net earnings (loss)               $ (1,534)   $ 11,198   $ (3,516)   $(20,450)
                                    ========    ========   ========    ========
  Basic (loss) per share            $  (0.03)   $   0.18   $  (0.02)   $  (0.34)
  Diluted (loss) per share          $  (0.03)   $   0.18   $  (0.02)   $  (0.34)



ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
        OF OPERATIONS.
----------------------

Business Overview

Our products and services are primarily  focused on development and operation of
transportation,  processing,  distribution  and storage projects for natural gas
and  natural  gas  liquids  in the  northeastern  states of  Mexico  (Chihuahua,
Coahuila, Nuevo Leon and Tamaulipas) and the state of Texas in the United States
of America.

We derive our revenue from  transportation  fees from delivery of natural gas to
Conagas, the local distribution company in Piedras Negras, Coahuila, through the
pipeline owned by Reef Ventures, L.P. and the sale of propane gas to residential
customers through the assets owned by Sonterra Energy Corporation. Sonterra also
designs and constructs  residential propane delivery systems for new residential
developments in Central Texas. We derive revenue from this activity in two ways,
the first  being  from  construction  revenue  for yard  lines  and  meter  sets
installed  to a  homeowner's  lot,  and the second  being the sale of LPG gas to
customers in the residential subdivisions.

With respect to our pipeline system owned by Reef Ventures, L.P., management has
evaluated an  expansion  of the pipeline in Coahuila to serve new markets  along
the state  highway No. 57 corridor to Monclova,  Coahuila.  We currently  expect
that Reef  Ventures,  L.P.  will not be  participating  in the  construction  of
additional pipelines in Mexico to reach these new markets. The required pipeline
will be  constructed  by end users or an  intermediate  purchaser of the natural
gas.  Reef  Ventures,  L.P.  will simply  continue to transport  the  additional
volumes  of  natural  gas  required  for  these  markets  through  its  existing
facilities  which will be  interconnected  in Mexico to the new pipeline that is
required to reach these potential markets.  Management believes the timeline for
the initiation of construction  for such pipeline project in Mexico is likely to
be a 2007 event. The increased  volume for the Reef Ventures  pipeline from such
an event would  approximate  2-3 times the entire baseload of demand for natural
gas currently taken by the local distribution company,  CONAGAS.The expected end
users would be a brewery and bottling operation. While these entities have begun
feasibility  studies for the construction and operation of their businesses,  no
final decision has been made concerning the building of these facilities.  There
is a risk that the facilities  will never be built because other sites in Mexico
are deemed to be more advantageous for the location of these facilities. In that
event,  the expected  growth in volumes for the Reef Ventures  pipeline will not
materialize.  In addition to these potential  developments,  management believes
that  increasing  volumes  of natural  gas can be  transported  in its  existing
facilities.  In  2005,  which  was  the  final  year of a two  year  contractual
nomination  scheme, the Reef Ventures pipeline was carrying only half the actual
baseload  volume (and none of the swing volume) being  transported to CONAGAS in
Piedras Negras.  We believe  that  if given adequate supplies, the Reef Ventures



                                      -22-
<PAGE>

pipeline can transport all the current base load and the swing  requirements  of
CONAGAS  which  would  result in a doubling  of  volumes  and  revenues  for the
pipeline.  Negotiations  are currently  underway to achieve that objective.  The
planned  natural gas liquid line between Eagle Pass,  Texas and Piedras  Negras,
Coahuila has been  re-evaluated in light of new supply sources emerging in Texas
and Mexico and the subsidy  scheme for LPG and natural gas  currently  in use in
Mexico.   It  appears   that  the  project  will  need  to  be  developed  as  a
transportation  fee business  model instead of a merchant  facility where LPG is
purchased in Texas and re-sold in a direct contract with the propane importation
arm of PEMEX.  This  determination  was made in order to reduce  the risk of any
future cost  incurred on the LPG  project.  Management  will  continue to seek a
transportation  contract which would support  development  and operation of this
project.

Sonterra Energy Corporation, a wholly owned subsidiary of Tidelands entered into
the  residential  propane  distribution  business  on  November 1, 2004 with its
acquisition of 850 existing customers located in 15 subdivisions in the vicinity
of Austin,  Texas.  At December 31, 2005,  Sonterra had  increased its number of
meter  hookups to 1,067 and is expecting a 15% rate of increase in the number of
new meter hookups in 2006.  Sonterra's  existing and future market area includes
several central Texas locations that do not have access to natural gas as a fuel
for home heating and appliance usage.  Current expansion of over 600 lots within
the  existing  subdivisions  is  possible.  Sonterra has also entered into a new
agreements with the developers of Cordillera Ranch and Northshore at Lake Travis
to expand the  serviced  lots by an  additional  1,500  units over time.  Active
negotiations  with developers in our trade area will likely result in additional
lots becoming available for installation of residential  propane delivery in the
nearby  central Texas  vicinity.  Revenue  growth from propane sold was $250,000
higher than projected primarily due to unit growth as opposed to price increases
applied to product  sold.  The  principal  risk in the growth  picture  for this
business unit comes from a slowing in the absorption rate for developed lots due
to the interest rate cycle. This in turn would slow the rate of meter hookups in
the subdivisions served.


Sonora Pipeline LLC will own and operate the U.S. (Texas)  pipeline  segments to
be  constructed  in connection  with the Mexican  pipeline,  LNG  regasification
terminal and gas storage  projects which will  interconnect  to the U.S. via two
international  pipeline crossings in Hidalgo County,  Texas.  Management will be
filing with the Federal Energy  Regulatory  Commission for permission to operate
these  new  pipelines  and for the  granting  of  presidential  permits  for the
international crossings near Mission and Progreso, Texas for delivery of natural
gas into  the  state  of  Tamaulipas  and the  pipelines  owned  by our  Mexican
subsidiary, Terranova Energia S. de R.L. de C.V.

The Company is focusing on the development of  infrastructure  projects  through
its Mexican  entity,  Terranova  Energia S.de R.L. de C.V., in the nation of the
United  Mexican  States  (Mexico).  Terranova  Energia  is  focused  on  project
development  and  implementation  of a natural gas  storage  and  transportation
infrastructure to support the integration of Northeastern Mexico and South Texas
and the related economic growth of the border regions.

Tidelands and Terranova Energia have hired project  development  advisors in the
United States and Mexico.  The Terranova  Energia  advisors include ALB Energia,
Ritch  Heather y Mueller,  SC,  Abogados  and  Miriam  Grunstein,  Abogada.  The
Tidelands advisors include Netherland Sewell & Associates,  CenterPoint  Energy,
LLC, Mayer Brown Rowe & Maw, LLP, BNC Engineering,  LLC, HSBC  Securities,  USA,
Inc. and R.W. Beck, Inc.

The  Terranova  Energia  project was  developed  to serve the needs of CFE,  the
Mexican federal electricity  commission,  to manage swing and seasonal spread in
its  procurement  and dispatch of natural gas to its combined cycle power plants
in Northern  Mexico.  The region's  forecasted  growth will  require  additional
natural gas for power  generation  in the region.  The same need to manage swing
and  seasonal  spread is present  for the  industrial  users of  natural  gas in
Northern Mexico,  in particular,  the industrial users located in the Monterrey,
Nuevo Leon area.

Our project area is called the Burgos Hub and Storage  Project.  Our medium term
goals,  subject  to a  variety  of  factors,  including,  but  not  limited  to,
regulatory permitting, engineering design, financing, construction and operating
agreements,  are focused on the Brasil  storage  field and  Terranova  Occidente
pipeline.


                                      -23-
<PAGE>

The  pipelines  proposed  are (A) the  Occidente  Section  comprised  of:  (1) a
pipeline   from  the  Brasil   Storage  field  to  Nuevo   Progresso,   proposed
international  pipeline  crossing  into the U.S.,  (2) a  pipeline  from  Brasil
storage to Station 19 up to Arguelles  which is another  proposed  international
pipeline  crossing into U.S. and (3) a pipeline from Pemex's Station 19 south of
Reynosa which will extend southward to the Monterey Nuevo Leon area; and (B) the
Oriente  Section  from the  offshore  regasification  station  to  Norte  Puerto
Mezquital  proceeding to the Brazil  storage field.  The Occidente  Section will
include  approximately  323 kilometers of pipeline and the Oriente  Section will
contain  approximately  149 kilometers of pipeline.  Our long term goal includes
the construction of the offshore LNG regasification station.

The proposed  international  pipeline  crossings  into South Texas are the Donna
Station and  Arguelles  and VGP  station.  At the Donna  station  our  potential
interconnects  into Texas are with TETCO,  TGPL and Texas Gas  Services.  At the
Arguelles and VGP station our potential  interconnects are with HPL, Calpine and
Kinder Morgan. The Terranova pipeline capacity is estimated at 1.2 BCFD (billion
cubic feet per day).

The  Terranova  pipelines  have been  designed for 30 and 36 inch  diameter with
bi-directional flow. The pipeline from the proposed LNG regasification  terminal
to the Brasil field is a 36 inch diameter  pipeline and from the Brasil field to
Monterey and international crossings are 30 inch diameter pipelines.

We submitted the permit application for the Terranova pipeline Occidente section
to the CRE, the Mexican  energy  regulatory  entity,  on March 18, 2005 and they
were accepted for full review on June 14, 2005. Management  understands that the
average  time for  processing  and  receiving  pipeline  permits  is 15  months,
accordingly,  a decision concerning this permit application is expected from the
Comision Reguladora de Energia (CRE) in the second quarter of 2006.

The proposed  underground  natural gas storage  facility  will be located in the
depleted  reservoir  at the B1  Horizon-Brasil  Field and include  above  ground
facilities.  Our design  proposal  for the use of this  depleted  reservoir as a
storage facility was prepared by Netherland  Sewell.  Netherland  Sewell,  after
geological and mechanical modeling,  reported the reservoir at the B1 horizon as
suitable  for  natural gas  storage.  The design  capacity of the storage  field
contemplates  incremental  increases in capacity over three  seasons.  The first
season capacity is 25 BCF (billion cubic feet), second season capacity is 40 BCF
and third  season  onward is 50 BCF.  The design  proposes  that  natural gas be
injected  into  the  reservoir  at 350  MMCFD(million  cubic  feet  per  day) at
pressures from 2,400 psi up to 3,200 psi.  Extraction  flows of natural gas will
be kept at 500 MMCFD to maintain  structural  integrity  of the  reservoir.  The
storage  facility  plans call for 22 injection and extraction  wells.  The above
ground facilities will include compression stations.

We submitted the storage permit to the CRE on August 5, 2005 and it was accepted
for full review on October 14, 2005.  Several unique  questions are presented by
the filing of this permit due to the proposed  location and the lack of previous
storage  permit  applications  having  been  considered  by  CRE.  As a  result,
management has no reliable estimate concerning when this permit application will
be presented for decision by staff to the CRE Commissioners.

The proposed  Offshore LNG  Regasification  Station will be based on  technology
developed  by the  Norwegian  company TORP  Technology.  It utilizes an unmanned
floating  station  called a HiLoad.  It has a peak capacity of 1.4 BCFD (billion
cubic feet per day). This  technology  permits any LNG carrier vessel to connect
and carry out  regasification  operations without any vessel  modifications.  It
utilizes  LNG  vaporizers  of the  shell  and tube  type,  with sea water as the
heating  medium.  The LNG station will be located no less than 40 nautical miles
from the coast at a depth of 450 feet. A support station with a power generation
system and central  control  will be located  on-shore.  A buoy will support the
mooring of the LNG carrier vessels.  Electrical power cables, control umbilicals
and pipelines will connect the HiLoad to the on-shore support station.

There  are  significant  challenges  for the  natural  gas  supply  to the power
generation  industry  in  Northeastern  Mexico.  We believe  the CFE has taken a
proactive  role  in  this  region  with a view to  substantially  improving  the




                                      -24-
<PAGE>

reliability, flexibility and pricing of the natural gas supply. Presently, there
are three LNG regasification  projects permitted or under construction in Mexico
at  Altamira,  Rosarito  and  Manzanillo.  Additionally,  there  new  electrical
generation  plants and  associated  pipelines  under  construction.  The CFE has
forecasted  natural gas demand growth in the region from 2004 through year 2013.
The CFE  forecasts gas demand will increase from 1.7 BCFD in 2004 to 4.2 BCFD in
2013. Natural gas storage facilities in northern Mexico will provide a reliable,
flexible gas supplies while  creating  conditions  for  competitive  natural gas
pricing.

With the  assistance of our financial  advisory firm , we have  determined  that
financing  of the  project  should  be  possible  under a  commercial  structure
acceptable to debt providers that would involve long-term  capacity  reservation
agreements with creditworthy  counterparties for each constituent element of the
project.  Another  essential factor that is critcal for the project's ability to
raise debt  financing is the ability of Terranova to attract equity capital from
strategic  and/or  financial  investors  in the  amounts  which are likely to be
required by debt  providers.  Our  financial  advisory  firm has  assisted us in
making  presentations  of the project to the  potential  strategic and financial
equity investors.  We have received positive feedback from several such parties.
On this basis, we could conclude that the project,  in its currently  envisioned
configuration,  could  attract  considerable  equity  capital from the potential
investors.  Investor appetite will depend on our ability to obtain an acceptable
commercial  structure,  relevant permits and other regulatory  approvals and the
fulfillment of other conditions standard for non-recourse project financing.

We have undertaken a risk analysis of the project and have identified the
following project specific risks:

         Construction Risks:
                  -        Delays in completion within the budget
                  -        Failure of the EPC  contractor  to meet the  required
                           contractual performance levels

         Operating Risks:
                  -        Project   performing   below   expected   levels   of
                           efficiency
                  -        Increased  operating  costs due to  insufficiency  of
                           technology
                  -        Delays due to inclement weather, breakdown or failure
                           of equipment and third party risks

         Market Risks:
                  -        Cushion gas price exposure

         Regulatory Risks:
                  -        Inability  of  Terranova  to  obtain  the   necessary
                           permits and/or rights of way
                  -        Changes in the regulatory conditions and requirements
                           may directly affect the profitability of the project

         Environmental Risks:
                  -        The  construction  and  operation  of the project may
                           result in  adverse  environmental  or social  impact,
                           which could  delay  completion  of the  construction,
                           curtail  operation and result in payments of fines or
                           remediation.

         Inflation Risks:

                  -        Increased  operating  costs  adversely  affecting the
                           project's earnings

         Financial Risks:
                  -        Interest rate risk
                  -        Foreign exchange risk

         Political Risks:
                  -        The   risks   of   expropriation,    nationalization,
                           inability to obtain foreign  exchange and transfer it
                           outside of the project  country.  (Also see "Sovreign
                           Risk" section in Risk Factors)



                                      -25-
<PAGE>

While the above risks are typically dealt with through contractual mechanisms in
project  finance and other  documents,  no assurance can be had that these risks
will be successfully mitigated.

Results of Operations

YEAR ENDED DECEMBER 31, 2005 COMPARED WITH YEAR ENDED DECEMBER 31, 2004
-----------------------------------------------------------------------

REVENUES:  The Company  reported  revenues of  $1,861,323  for the twelve months
ended December 31, 2005 as compared with revenues from continuing  operations of
$1,883,838   for  the  twelve  months  ended  December  31,  2004.  The  primary
differences  in  year to year  results  occurred  from  the  conversion  of Reef
Ventures,  L.P. income from gas sales to transportation  fees. In the year ended
December 31, 2005, Reef Ventures sold no natural gas ($0) compared to $1,323,459
of gas sales for the twelve  months  ended  December  31,  2004.  However,  Reef
Ventures,  L.P. increased  transportation fees to $231,077 for the twelve months
ended  December  31,  2005  compared to  transportation  fees of $76,767 for the
twelve months ended December 31, 2004, an increase of $154,310. In addition, the
mix of  revenues  earned by Sonterra  Energy  Corporation  showed a  significant
change in terms of  propane  gas sales  due to the  reporting  of a full year of
operations  in 2005 versus  three  months for the 2004 year.  Propane  sales for
Sonterra  Energy  Corporation for the twelve months ended December 31, 2005 were
$1,494,679  compared to sales of $400,637 for the twelve  months ended  December
31, 2004, an increase of $1,094,042.  Construction service revenues for Sonterra
Energy  Corporation  increased to $135,567 for the twelve months ended  December
31, 2005 compared to $82,975 for the twelve  months ended  December 31, 2004, an
increase of $52,592.

TOTAL COSTS AND EXPENSES:  Total costs and expenses from  continuing  operations
decreased  from  $31,626,135  for the twelve months ended  December 31, 2004 (as
restated) to $15,171,916 for the twelve months ended December 31, 2005. The most
significant decreases occurred in Beneficial Conversion Feature Interest, Sales,
General and Administrative and Impairment Losses. Each of the decreases in these
categories of expenses  resulted  primarily from results  related to the matters
discussed in Footnotes 1 and 2 of the  financial  statements  for the year ended
December 31, 2005 and as described in the related sections below.

COST OF SALES:  Total Cost of Sales  decreased  from  $1,508,891  for the twelve
months  ended  December  31,  2004 to  $1,003,386  for the twelve  months  ended
December  31,  2004.  Due  to  the  conversion  of  Reef  Ventures,  L.P.  to  a
transportation  arrangement  for its  business  versus the  purchase and sale of
natural gas, its cost of sales  decreased from  $1,299,518 for the twelve months
ended  December 31, 2004 to zero ($0) for the twelve  months ended  December 31,
2005. Cost of sales for Sonterra Energy  Corporation  rose from $209,373 for the
twelve months ended  December 31, 2004 to $1,003,386 for the twelve months ended
December 31, 2005, an increase of $794,013.  As stated in the Revenue discussion
above,  this  increase was  primarily  the result of twelve months of operations
reported in 2005 versus only three months of operations reported in 2004.

OPERATING  EXPENSES:  Operating  expenses from continuing  operations  which are
expenses  related  to the  operation  of  Company  assets in an active  business
segment  increased from $99,665 for the twelve months ended December 31, 2004 to
$202,766 for the twelve months ended December 31, 2005 which is a total increase
of $103,101. This increase was primarily from the operating expenses incurred by
Sonterra Energy  Corporation.  Depreciation  expense increased from $244,889 for
the the twelve months ended  December 31, 2004 to $485,481 for the twelve months
ended December 31, 2005 due to a full year of depreciation being incurred in the
2005 year versus seven months of depreciation expense in 2004 on the natural gas
pipeline owned by Reef Ventures,  L.P. and the  depreciable  assets  acquired by
Sonterra  Energy  Corporation  for  the  operation  of the  residential  propane
distribution systems in Austin, Texas.

INTEREST  EXPENSE:  Interest  expense  increased from $300,566 during the twelve
months ended  December 31, 2004 to $611,363  primarily  due to twelve  months of
carrying  cost in 2005 for the debt incurred to acquire the natural gas pipeline
owned by Reef  Ventures,  L.P.  versus seven months of interest cost reported in
the 2004  acquisition  year for these  assets.  As  described in Footnote 2, the
Company  has  restated  its  December  31,  2004  financial  statements  and all
subsequent  quarterly  financial  statements  to  account  for  the  cost of the



                                      -26-
<PAGE>

embedded beneficial  conversion feature inherent in the convertible notes issued
to the MAG  Capital,  LLC  investors  on  November  18,  2004.  This  beneficial
conversion  feature  represents the difference  between the conversion price for
the  debentures  and the fair market value of the common stock at the commitment
date and subsequent  quarterly  measurement  dates. This discount was charged to
interest  expense because the conversion  feature is at the option of the holder
and can be  exercised  at any  time.  The  Company  has  accordingly  recognized
interest expense in its restated  December 31, 2004 financial  statements in the
amount of $3,092,105  and  ($756,329)  for the twelve months ended  December 31,
2005. The negative figure for 2005 interest  expense  recognizes the fluctuation
in the market  price of the common  stock into which the notes are  converted at
the quarterly  measurement dates. The interest cost associated with the issuance
and conversion of these debentures due to this beneficial  conversion feature is
limited to the relevant 2004 and 2005 years due to the  completed  conversion of
all the debentures into common stock in the fourth quarter of 2005.

SALES, GENERAL AND ADMINISTRATIVE: Sales, General and Administrative expense for
the restated twelve months ended December 31, 2004 was $11,022,019.  This amount
includes  restated  amounts for stock  issued for  services  and  finance  costs
associated   with  the   valuation  of  stock  issued  as  part  of  the  Impact
International LLC acquisition in 2004. Sales, General & Administrative  expenses
for the twelve months ended December 31, 2005 was $8,033,249 which is a decrease
of $2,988,770 as compared to the twelve months ended  December 31, 2004.  During
2005,  the Company  recognized  significant  decreases  in  consulting  fees and
finance  costs  which  were  offset by  increased  employee  expenses,  board of
director compensation, and overhead from full year operations of Sonterra Energy
Corporation in 2005.

IMPAIRMENT  LOSSES:  As  described  in Footnote  1, the  Company has  recognized
impairment of goodwill recorded in connection with the Impact  International LLC
acquisition in the amount of $5,200,000 and the impairment of the carrying value
of the  Chittim  gas plant  owned by Rio Bravo  Energy LLC and the gas  pipeline
system  connecting to the Chittim gas plant owned by Sonora  Pipeline LLC in the
amount of $392,000 for the twelve months ended December 31, 2005.

GAIN ON REDUCTION OF WARRANT LIABILITY:  As part of the Impact International LLC
acquisition in the year ended December 31, 2004, the Company issued  warrants at
a conversion price less than the fair market value of the common stock issueable
upon the exercise of those warrants.  Accordingly,  the Company has restated its
December 31, 2004 financial statements to recognize both the additional goodwill
and  the  related  warrant  liability  associated  with  that  acquisition.   An
evaluation  of the  difference  between  the price of the  common  stock and the
warrant exercise price on a quarterly basis was performed  resulting in the Gain
on Reduction of Warrant  Liability  amounts  shown in the restated  December 31,
2004 financial statements ($15,390,000) and the amount shown in the December 31,
2005  financial  statements  ($5,168,000).  The  warrants  originally  issued in
connection  with this  acquisition  have been  exercised  and all  common  stock
related to their exercise has been issued as of the end of the year December 31,
2005.

NET LOSS FROM OPERATIONS:  Net loss of ($14,302,037) for the twelve months ended
December 31, 2004 decreased to ($7,662,904) for the twelve months ended December
31,  2005, a decrease in the amount of loss of  $6,639,133.  Included in the net
loss from  operations is $4,022,525  of expenses for financing  costs,  investor
relations  fees,  legal fees,  director fees and employee  compensation  paid by
issuance of common stock.

YEAR ENDED DECEMBER 31, 2004 COMPARED WITH YEAR ENDED DECEMBER 31, 2003
-----------------------------------------------------------------------

REVENUES:  The Company  reported  revenues of  $1,883,838  for the twelve months
ended December 31, 2004 as compared with revenues from continuing  operations of
$178,856 for the twelve  months ended  December 31, 2003.  The revenue  increase
resulted primarily from the acquisition of a 98% interest in Reef Ventures, L.P.
which owns and  operates a natural gas  pipeline  serving  the  Piedras  Negras,
Coahuila market. Natural gas sold ($1,323,459) and transportation fees ($76,767)
charged from these  operations  totaled  $1,400,227  for the twelve months ended
December  31,  2004.  Sales of propane by  Sonterra  Energy  Corporation  to its
residential  customer  base  ($363,413),  service call income for its  customers
($34,373),  and  installation  income for new yard lines and meter sets ($2,850)
totaled to $400,636 for the twelve months ended December 31, 2004. A new revenue
source from Sonterra Energy  Corporation was  construction  services  related to
propane  main lines and tank sites for  subdivisions  under  development,  which
resulted in $82,975 of revenues for the twelve  months ended  December 31, 2004.
Other  Revenues  decreased by $178,856 for the twelve months ended  December 31,
2004 as compared to the twelve months ended December 31, 2003.



                                      -27-
<PAGE>

TOTAL COSTS AND EXPENSES:  Total costs and expenses from  continuing  operations
increased  from  $3,061,068  for the twelve  months  ended  December 31, 2003 to
$31,626,135 for the twelve months ended December 31, 2004. Each category of cost
and  expense  increased  significantly  due to the rapid  growth  in assets  and
operation  expenses  experienced  by the Company  during the twelve months ended
December 31, 2004.  Cost of Sales  increased from $0 for the twelve months ended
December 31, 2003 to $1,508,891  for the twelve months ended  December 31, 2004.
Operating  Expenses  increased from $27,767 for the twelve months ended December
31, 2003 to $99,665 for the twelve months ended December 31, 2004.  Depreciation
Expense  increased from $43,006 for the twelve months ended December 31, 2003 to
$244,889  for the twelve  months  ended  December  31,  2004.  Interest  Expense
increased  from  $53,163  for the  twelve  months  ended  December  31,  2003 to
$3,392,671  for the  twelve  months  ended  December  31,  2004.  Each of  these
increases  resulted  primarily from growth related to the  acquisition of 98% of
the  partnership  interest in the Reef  Ventures,  L.P.  international  pipeline
operations and the  acquisition of the  residential  propane sales business near
Austin,  Texas  by  Sonterra  Energy  Corporation.  However,  $3,092,105  of the
increase in Interest  Expense for the year ended  December 31, 2004 was from the
recognition of Beneficial  Conversion  Feature interest expense  associated with
the November 18, 2004  financing  transaction  in which  convertible  notes were
issued to affiliates of MAG Capital,  LLC. General and  Administrative  Expenses
increased  from  $2,937,132  for the twelve  months  ended  December 31, 2003 to
$11,022,019 for the twelve months ended December 31, 2004 due to the startup and
initial operation of the additional business units mentioned above, the addition
of additional  directors  and officers  combined with the increased use of stock
based  compensation in the employment  agreements of officers,  and the expenses
for expanded Company operations associated with the development of new midstream
energy projects in the U.S. and Mexico during that period.

COST OF SALES: Total Cost of Sales increased from $0 for the twelve months ended
December 31, 2003 to $1,508,891  for the twelve months ended  December 31, 2004.
Cost of sales  increased  by  $1,299,518  for the  purchase  cost of natural gas
resold thru our international  pipeline  operated by Reef Ventures,  L.P. and by
$209,373  for the  purchase  cost of propane,  meter sets and yard lines sold to
residential customers by Sonterra Energy Corporation.

OPERATING EXPENSES: Operating expenses from continuing operations increased from
$27,767 for the twelve months ended  December 31, 2003 to $99,665 for the twelve
months  ended  December  31, 2004 which is a total  increase  of  $71,898.  This
increase  was due to the  operating  expenses  incurred  for  the  international
pipeline  crossing  operated by Reef Ventures,  L.P. and the operating  expenses
incurred by Sonterra  Energy  Corporation.  Depreciation  expense  increased  by
$201,883 during the twelve months ended December 31, 2004 due to the acquisition
of the natural gas pipeline  owned by Reef  Ventures,  L.P. and the  depreciable
assets  acquired  by  Sonterra  Energy  Corporartion  for the  operation  of the
residential  propane  distribution  systems in Austin,  Texas.  Interest expense
increased by $3,339,508  during the twelve months ended December 31, 2004 due to
the debt  incurred to acquire the natural gas pipeline  owned by Reef  Ventures,
L.P. and the issuance of convertible  debt to entities  associated  with the MAG
Capital LLC.

SALES,  GENERAL AND  ADMINISTRATIVE:  Sales,  General & Administrative  Expenses
increased by  $8,084,887  during the twelve  months  ended  December 31, 2004 as
compared with Sales,  General and Administrative  expenses for the twelve months
ended  December  31,  2003.  Officers & Directors  Salaries & Fees  increased by
$1,605,973  during the twelve months ended  December 31, 2004 as compared to the
twelve  months  ended  December  31.  2003 as a result  of the  addition  of one
director  and two officers to the Company  combined  with the  increased  use of
stock based compensation in the employment agreements of officers and directors.
Consulting  fees, legal fees, and financing fees increased by $5,960,039 for the
twelve  months ended  December 31, 2004 as compared with the twelve months ended
December 31, 2003. This increase resulted  primarily from the use of stock based
compensation  for these services  during a period of higher common stock prices.
The  remaining  increase in G & A costs of $518,875 for the twelve  months ended
December 31, 2004 was from  increases in travel  costs,  office rent,  insurance
premiums,  entertainment,  and  payroll  plus  other  expenses  associated  with
additional  employees.  The significant  expansion of scope in the business plan
for the  Company  and the need to  conserve  cash  working  capital  for certain
project  predevelopment costs required the use of significant issuances of stock
for general and administrative  expenses during the twelve months ended December
31, 2004.

GOODWILL  IMPAIRMENT  LOSS: In  connection  with the  acquisition  of the Impact
International LLC partnership interests in May 2004, the Company issued warrants
to the sellers of the partnership  interests at a conversion price that required
the  establishment of an asset and offsetting  liability  account to account for
the  difference  in the  strike  price of the  warrants  versus the price of the
common  stock  issuable as of the date of issue on May 24,  2004.  The  original



                                      -28-
<PAGE>

amount  of  $20,558,000  was  determined  under  the  procedures  of EITF  00-19
(utilizing the Black-Scholes option pricing method) and was recorded as Goodwill
in connection  with the  acquisition on the Company's books for the period ended
June 30,  2004.  At December  31,  2004,  the Company  reviewed the value of the
Goodwill from the Impact  acquisition  and after  applying the  recognition  and
measurement  guidelines  stated in SFAS 142  "Goodwill  and  Other  Intangibles"
determined that an impairment charge to Goodwill of $15,358,000 was necessary.

GAIN ON REDUCTION OF WARRANTS LIABILITY:  As described in the preceding section,
a liability for the warrants issued and outstanding at May 24, 2004 was recorded
in accordance with EITF 00-19,  "Accounting for Derivative Financial Instruments
Indexed to, and Potentially  Settled In, A Company's Own Stock".  As a result of
the mark to market process called for in that guidance,  the Company  determined
that a reduction in warrants  liability and corresponding  gain in the amount of
$15,390,000 should be recorded at December 31, 2004.

NET LOSS: Net loss of ($1,348,481) for the twelve months ended December 31, 2003
increased to  ($14,302,037)  for the twelve  months ended  December 31, 2004, an
increase  in the amount of loss of  $12,953,556.  Included  in the net loss from
operations is $9,327,818 of expenses for financing costs, consulting fees, legal
fees, and employee compensation paid by issuance of common stock.

FORWARD-LOOKING STATEMENTS:

We have included  forward-looking  statements in this report.  For this purpose,
any  statements  contained in this report 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",  "plan" 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.
Factors that might cause  forward-looking  statements to differ  materially from
actual  results  include,  among other  things,  overall  economic  and business
conditions,  demand  for the  Company's  products,  competitive  factors  in the
industries  in which we compete or intend to compete,  natural gas  availability
and cost and timing,  impact and other  uncertainties of our future  acquisition
plans.


ITEM 7A. QUANTITATIVE AND QUALITATIVE ANALYSIS ABOUT MARKET RISK
----------------------------------------------------------------

Cash and Cash Equivalents

We have historically invested our cash and cash equivalents in short-term, fixed
rate, highly rated and highly liquid  instruments which are reinvested when they
mature throughout the year. Although our existing investments are not considered
at risk  with  respect  to  changes  in  interest  rates or  markets  for  these
instruments,  our rate of return on short-term  investments could be affected at
the time of reinvestment as a result of intervening  events.  As of December 31,
we had cash and cash equivalents aggregated $1,113,911.

The  Company  does  not  issue  or  invest  in  financial  instruments  or their
derivatives for trading or speculative  purposes.  The operations of the Company
are conducted  primarily in the United States,  and, are not subject to material
foreign  currency  exchange risk.  Although the Company has outstanding debt and
related  interest  expense,  market risk of interest rate exposure in the United
States is currently not material.

Debt

The  interest  rate on our Impact  International  debt  obligation  is generally
determined  based on the prime interest rate plus two percent and may be subject
to market fluctuation as the prime rate changes.




                                      -29-
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------

TABLE OF CONTENETS

INDEPENDENT AUDITOR'S REPORT.............................................      3
CONSOLIDATED FINANCIAL STATEMENTS:
       Consolidated Balance Sheets.......................................      4
       Statements of Consolidated Stockholders' Equity...................    5-6
       Statements of Consolidated Operations.............................      7
       Statements of Consolidated Cash Flows.............................    8-9
       Notes to Consolidated Financial Statements........................  10-30



ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
          FINANCIAL DISCLOSURE.
-------------------------------

None.

ITEM 9A. CONTROLS AND PROCEDURES.
--------------------------------

(a) Evaluation of Disclosure Controls and Procedures.

The Company's  disclosure  controls and  procedures  are designed to ensure that
information required to be disclosed in its reports filed or submitted under the
Securities  Exchange  Act  of  1934  is  accumulated  and  communicated  to  our
management,  including our principal executive and principal financial officers,
as appropriate to allow for timely decisions regarding our required disclosures.

As of the end of the  reporting  period,  December 31,  2005,  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  Principal
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 on this  evaluation and as a result of comments  received in December 2005
from the SEC Staff  pertaining to our 2004 and 2005  financial  statements,  our
principal  executive  and  principal  financial  officers  determined  that  the
Company's disclosure controls were not effective because some accounting entries
relating to debt and equity instruments required adjustment.

These  adjustments  required  restatements  to our December  31, 2004  financial
statements  and our quarterly  reports for the periods  ending March 31, June 30
and  September  30, 2005,  as disclosed in our Current  Report on Form 8-K filed
April 17, 2006 and described under Footnote 2 to our December 31, 2005 financial
statements contained herein.

Our  disclosure  controls and  procedures  were not  effective  because  company
employees  and  accountants  lacked  accounting  knowledge and  experience  with
complex financial instruments.

To remedy this  situation,  during the quarter ended March 31, 2006, the Company
increased its accounting staff, engaged an outside accountant as a consultant to
supplement its technical resources and to provide technical support and guidance
on accounting  issues within the company.  We are providing  additional  outside
professional  educational  courses,  seminars  and  training  for members of our
accounting staff.

We believe that these remedial measures which we are  implementing,  will permit
us to conclude, as we move forward during fiscal year 2006, that our "disclosure
controls  and  procedures"  (as  such  term is  defined  in Rules  13a-15(e)  or
15d-15(e)  of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act") will be effective to provide reasonable  assurance that information we are
required to disclose in reports that we file or submit under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities  and Exchange  Commission  rules and forms.  There has been no
other change in our internal  controls over  financial  reporting  identified in
connection  with that evaluation that occurred during the period covered by this
report that has  materially  affected,  or is  reasonably  likely to  materially
affect, our internal control over financial reporting.



                                      -30-
<PAGE>

(b) Changes in Internal Control Over Financial Reporting.

     There no were changes in our  internal  control  over  financial  reporting
during the  previous  fiscal  quarter  that have  materially  affected,  or were
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

(c) Limitations.

         Our management, including our Principal Executive Officer and Principal
Financial  Officer,  does not expect  that our  disclosure  controls or internal
controls over  financial  reporting  will prevent all errors or all instances of
fraud.  However,  we believe that our  disclosure  controls and  procedures  are
designed to provide reasonable assurance of achieving this objective.  A control
system,  no matter how well designed and operated,  can provide only reasonable,
not  absolute,  assurance  that the  control  system's  objectives  will be met.
Further,  the design of a control  system  must  reflect the fact that there are
resource  constraints,  and the benefits of controls must be considered relative
to their costs.  Because of the inherent  limitations in all control systems, no
evaluation of controls can provide  absolute  assurance  that all control issues
and instances of fraud,  if any,  within our company have been  detected.  These
inherent limitations include the realities that judgments in decision-making can
be faulty,  and that  breakdowns  can occur  because of simple error or mistake.
Controls can also be  circumvented  by the individual  acts of some persons,  by
collusion of two or more people, or by management override of the controls.  The
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and any design may not succeed in achieving its
stated goals under all  potential  future  conditions.  Over time,  controls may
become  inadequate  because of changes in  conditions  or  deterioration  in the
degree of  compliance  with  policies  or  procedures.  Because of the  inherent
limitation of a  cost-effective  control system,  misstatements  due to error or
fraud may occur and not be detected.


ITEM 9B.   OTHER INFORMATION
----------------------------

None

                                    PART III


ITEM  10.  DIRECTORS and  EXECUTIVE  OFFICERS OF THE REGISTRANT
---------------------------------------------------------------

                                                            Date became director
Name                     Age    Position                    or officer
--------------------------------------------------------------------------------

Michael Ward             50     Director, President, CEO    October 21, 1998
James B. Smith, C.P.A.   52     Director, CFO, Sr. V.P.     August 16, 2003
Ahmed Karim              33     Director, Vice President    October 21, 1998
Robert Dowies            55     V.P.                        October 18, 2004
Carl Hessel              42     Director                    January 28, 2004


MICHAEL WARD: Mr. Ward is the President, Chief Executive Officer and Chairman of
our Board of Directors.  Michael Ward has served in his present capacities since
October 21, 1998. He is Vice President and Chief Executive  Officer of Tidelands
Gas Corporation.  He is a Manager and Vice President of Development of Rio Bravo
Energy, LLC. Mr. Ward has more than 25 years of diversified experience as an oil
and gas professional.  He was educated in business management and administration
at Southwest  Texas State  University and the  University of Texas.  He has wide
experience in the capacity in which he successfully  served in operating oil and
gas  companies  in the  United  States.  During  the past 20 years,  he has been
associated with Century Energy Corporation where his duties and responsibilities
were production and drilling  superintendent  and supervised 300  re-completions
and new drills in Duval County, Texas. In association with Omega Minerals, Inc.,
where he was vice president and part owner,  he operated 65 wells in 23 counties
in South and West Texas: 17 wells in Seminole and Osage Counties,  Oklahoma,  44
wells in Neosho  and  Wilson  Counties,  Kansas  and 125  wells in Brown,  Pike,
Schuyler  and Scott  Counties.  Illinois.  He was  president  and owner of Major
Petroleum Company. He drilled, completed and produced 42 wells in South and West
Texas counties. The company was sold. With Tidelands Oil Corporation, his duties
included supervising and performing remedial well work,  work-overs and economic
evaluation  of the  corporate  properties.  The primary  area of interest was in
Maverick  County,  Texas.  He  has  performed  project  financing  analysis  and
consulting of refinery acquisitions for the Yemen government.

JAMES B.  SMITH:  On August 16,  2003,  we  employed  James B. Smith to act as a
Senior Vice President and Chief Financial Officer. Mr. Smith received a Bachelor
of Science from Texas A&M  University  and a Master of  Professional  accounting
degree from the McCombs School of Business at the  University of Texas,  Austin.
He is licensed as a Certified Public Accountant in Texas and Colorado. From 1996



                                      -31-
<PAGE>

through  2001,  he directed the  financial  affairs and tax planning for several
closely held  corporations  engaged in land  development in Colorado.  From 2000
through 2003, he served as Chief Financial Officer for Starr Produce Company,  a
major produce company with significant  subsidiaries in real estate  development
and agri-business.

AHMED  KARIM:  Mr.  Karim has been a director of the Company  since  October 21,
1998.  He resigned his Vice  President  position on June 27, 2005, a position he
had held since October 21, 1998. He is a graduate of Simon Fraser University. He
holds a  degree  in  Business  Administration,  specializing  in  marketing  and
international  business.  Since 1995 his business  experience includes work with
Quest   Investments   Group  and   Interworld   Trade  and  Finance   where  his
responsibilities included marketing, finance and investor relations.

ROBERT W. DOWIES:  On October 18, 2004, we employed Robert W. Dowies as our Vice
President  of Gas Markets  and Supply.  Mr.  Dowies has 30 years  experience  in
energy marketing, ten years as the owner of a natural gas trading company and 20
years with a public  utility.  Until his  employment  with  Tidelands  Oil & Gas
Corporation,  since 1998, Mr. Dowies worked for Trebor Energy Resources, Inc. in
Houston, Texas. His principal responsibilities were the development of financial
alliances  with various energy  merchants and producers  providing a $50 million
dollar credit support for gas marketing activities,  financial trading accounts,
pipeline transportation agreements,  storage strategies and capital projects. He
developed and  implemented  marketing  strategies  which resulted in $40 million
dollars of annual  revenue.  He designed and coordinated  the  construction  and
implementation  of a natural gas gathering  system. We entered into a three year
employment  contract  paying him an annual salary of $100,000  which includes an
annual stock grant of 100,000 shares.

CARL HESSEL: On January 28, 2004, Mr. Hessel joined our board of directors.  Mr.
Hessel founded Margaux  Investment  Management  Group,  S.A. which is located in
Geneva,  Switzerland  in 2001.  Prior to 2001,  he served as Vice  President  of
Merrill  Lynch  were he was  responsible  for  creating  global  high net  worth
management  platform.  He began his career at  Goldman  Sachs and help build the
Scandinavian  ultra-high net worth market.  Mr. Hessel received his M.B.A.  from
Wharton  Business  School  and a  degree  in  Finance  and  Management  from the
University of Pennsylvania.  He was awarded the Marcus  Wallenberg  Foundation's
Scholarship.

Audit Committee and Financial Expert:

The Company has no audit committee  financial  expert,  as defined under Section
228.401, serving on its audit committee because it has no audit committee and is
not required to have an audit  committee  because it is not a listed security as
defined in Section 240.10A-3.  Accordingly, all material decisions affecting the
Company's audited financial statements, periodic disclosure with the SEC and its
relationship with its auditors are addressed by the entire Board of Directors.


Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
directors  and  executive  officers,  and  persons  who own more than 10% of the
Company's  Common Stock,  to file with the  Securities  and Exchange  Commission
initial  reports of  beneficial  ownership  and reports of changes in beneficial
ownership of Common Stock of the Company.  Officers,  directors and greater than
10%  shareholders  are required by the  Securities  and Exchange  Commission  to
furnish the Company with copies of all section  16(a)  reports they file.  Based
solely  on  copies  of such  forms  furnished  as  provided  above,  or  written
representations that no Forms 5 were required,  the Company believes that during
the fiscal year ended  December 31, 2005 all Section  16(a) filing  requirements
applicable to its executive  officers,  directors and beneficial  owners of more
than 10%of its Common Stock were complied with, except as follows:

1. Michael Ward, Ahmed Karim, Carl Hessel and Robert Dowies did not file Forms 5
during 2005. 2. James Smith filed on late Form 4 on November 11, 2005 for a June
27, 2005 transaction.

ITEM 11. EXECUTIVE COMPENSATION
-------------------------------

The following table contains  compensation data for our named executive officers
for the fiscal years ended December 31, 2005, 2004 and 2003.



                                      -32-
<PAGE>
<TABLE>
<CAPTION>

Table 1.

                           SUMMARY COMPENSATION TABLE

                                   Annual Compensation            Long-Term Compensation
                                                                               Securities
  Name and          Fiscal                         Other Annual   Restricted   Underlying     All Other
  Principal          Year    Salary        Bonus   Compensation  Stock Awards  Options (#)   Compensation
 Position (1)                 ($)           ($)       ($)(2)       ($)(3)         (4)          ($)(5)
<S>                  <C>    <C>           <C>          <C>        <C>           <C>           <C>
Michael Ward         2005   252,000       10,500        --        1,230,000        --         199,500
President & CEO      2004   252,500       28,500        --         845,000         --            --
                     2003   120,000         --          --            --        500,000          --

James B. Smith       2005    68,000       19,500                      --           --         199,500
Chief Financial      2004   130,200       11,996        --            --           --            --
Officer              2003   131,333 (6)     --       525,816          --        500,000          --

Robert Dowies        2005   100,000        4,167      8,350                        --
Vice President,      2004    19,444        4,167        --                         --
Marketing            2003      --   (7)     --          --          94,900         --

Ahmed Karim, V.P.    2005      --           --          --                         --         199,500
(8)                  2004      --           --          --                         --          36,000
                     2003      --           --          --                      500,000        48,000

Royis Ward,          2005      --           --          --                         --
Sec/Treas (9)        2004      --           --          --                         --
                     2003    90,000 (9)   25,000        --                      500,000
</TABLE>

(1) During the periods  reflected,  certain of the officers  named in this table
received perquisites and other personal benefits not reflected in the amounts of
their respective annual salaries or bonuses. The dollar amount of these benefits
did not, for any individual in any year,  exceed the lesser of $50,000 or 10% of
the total  annual  salary and bonus  reported for that  individual  in any year,
unless otherwise noted.
(2) This column shows the market value of "Other Annual Compensation" awarded to
officers in that fiscal year as follows:  On January 8, 2004, the Company issued
Mr. Smith 52,800 shares of its common stock valued at $90,816 and on November 1,
2004,  issued  500,000  common  shares valued at $435,000.  Mr. Dowies  received
$10,000  shares valued at $8,350.  The shares were issued from the company Stock
Grant and Option Plan.
(3) This column shows the market value of  restricted  stock awards  granted for
performance  in that fiscal  year as follows:  Year 2005:  Mr.  Ward,  1,000,000
shares and Mr. Dowies,100,000 shares; 2004: Mr. Ward 1,000,000.
(4) This  column  shows  common  stock  options  granted on  February 5, 2003 to
Michael  Ward,  Royis Ward and Ahmed  Karim  common  stock  options to  purchase
500,000 shares each at $0.22 per share. On August 16, 2003, we granted Mr. Smith
common stock options to purchase 500,000 shares at $0.22 per share.  These stock
options were exercised on September 14, 2004.
(5) This column  shows the market value of "All Other  Compensation"  awarded to
officers in that fiscal year as follows:  During 2005, each director  received a
common stock grant of 150,000  shares.  During 2004 and 2003, Mr. Karim received
$36,000 and $48,000 respectively, as director compensation.
(6) Mr.  Smith's  annual  salary was $80,000  commencing  August 16,  2003,  his
initial  employment date. This figure represents  salary for approximately  four
months employment.
(7) Mr.  Dowies  annual  salary was $100,000  commencing  October 18, 2004,  his
initial  employment  date.  This figure  represents  approximately  three months
employment.
(8) Mr.  Karim  resigned his  position as Vice  President  on June 27, 2005.  He
remains a member of the board of  directors.  (9) Mr.  Royis Ward  resigned  his
officer  and  director  positions  on October 1, 2003 and  received  and $25,000
severance payment.


Director Compensation

On April 11, 2001, the Company agreed to compensate Ahmed Karim, a director, for
services provided at the rate of $5,000 per month until June 30, 2003 and $3,000



                                      -33-
<PAGE>
<TABLE>
<CAPTION>

per month thereafter.  For the year ended December 31, 2005, we incurred $36,000
for cash director  compensation  and issued a total of 450,000  common shares to
three  directors,  Michael  Ward,  Ahmed  Karim  and  Carl  Hessel.  We  plan to
compensate directors with an annual stock grant of 150,000 shares each.

Committees of the Board of Directors

Tidelands does not have a Compensation committee. The Board of Directors acts as
the  Compensation  Committee.  Tidelands has no  compensation  written  policies
outlining  factors  and  criteria  underlying  awards or payments in relation to
executive officers.

Employment and Consulting Agreements with Management

The Company has entered into employment agreements with the following officers:

MICHAEL WARD - Under the terms of Mr. Ward's  employment  agreement,  commencing
January 1, 2004, he was employed as the Company's  President and Chief Executive
Officer for a term of five (5) years.  His base annual  salary is $252,000.  The
annual salary may be increased  from year to year, as determined by our board of
directors acting as the Compensation  Committee,  by at least the Consumer Price
Index. As additional compensation,  Mr. Ward will be entitled to an annual stock
grant of One  Million  (1,000,000)  shares.  Stock  grant  dates are June 30 and
December 31 each year. As incentive  compensation,  Mr. Ward will be entitled to
additional  compensation equal to two percent of our net profits and one percent
of the increase in sales over a previous year's sales, effective with the fiscal
year ending 2004.  Mr. Ward is entitled to all employee  benefits as provided by
the Company. He is entitled to four weeks paid vacation and an annual automobile
allowance of $12,000.

JAMES B. SMITH: Under the terms of Mr. Smith's employment agreement,  commencing
October 1, 2004,  he was employed as the  Company's  Senior Vice  President  and
Chief Financial  Officer for a term of four (4) years. His base annual salary is
$168,000. The annual salary may be increased from year to year, as determined by
our board of directors  acting as the  Compensation  Committee,  by at least the
Consumer Price Index. As additional compensation,  Mr. Smith will be entitled to
an annual stock grant of Five Hundred  (500,000)  shares.  Stock grant dates are
October 1 during the four year term. The first year stock grant was paid October
1, 2004.  As incentive  compensation,  Mr. Smith will be entitled to  additional
compensation  equal to two  percent of our net  profits  and one  percent of the
increase in sales over a previous year's sales,  effective  October 1, 2004. Mr.
Smith is entitled to all  employee  benefits as provided by the  Company.  He is
entitled  to four weeks paid  vacation  and an annual  automobile  allowance  of
$12,000. Mr. Smith joined our board of directors on June 27, 2005.

ROBERT W.  DOWIES:  We  employed  Mr.  Dowies on  October  26,  2004 as our Vice
President of Gas Markets and Supply.  His employment  agreement is for a term of
three (3) years.  His annual  salary is  $100,000.  He is  entitled to an annual
stock grant of 100,000 common  shares.  The first 50,000 shares will vest and be
payable  April 18,  2005.  Thereafter,  stock  grants will be payable  every six
months,  October 18 and April 18 for the term of the employment  agreement.  Mr.
Dowies is entitled to two (2) weeks paid  vacation and all employee  benefits as
provided by the Company.

Code of Ethical Conduct

Our board of directors  adopted a Code of Ethical  Conduct  which applies to all
our Company directors, officers and employees, including our principal executive
officer  and  principal  financial  officer,  principal  accounting  officer  or
comptroller, or other persons performing similar functions.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
--------------------------------------------------------------------------------
          RELATED STOCKHOLDER MATTERS
-------------------------------------

                             PRINCIPAL SHAREHOLDERS

The  following  table sets forth the Common Stock  ownership  information  as of
December  31,  2005,  with respect to (i) each person known to the Company to be
the beneficial  owner of more than 5% of the Company's  Common Stock;  (ii) each
director  of the  Company;  and  (iii) all  directors,  executive  officers  and
designated  stockholders  of the  Company  as a group.  This  information  as to
beneficial ownership was furnished to the Company by or on behalf of the persons
named.  Unless  otherwise  indicated,  we believe  that each has sole voting and
investment power with respect to the shares  beneficially owned. The percentages
are based on 78,495,815  shares of our common stock issued and outstanding as of
December 31, 2005.

(a) Beneficial Ownership of more than 5% based on 78,495,815 common shares.

Beneficial Ownership of 5%.

Table 1.

    (1)                (2)                        (3)                          (4)
Title of Class   Name and Address          Amount and Nature             Percent of Class
Common Stock

<S>              <C>                           <C>                       <C>
Common           Mercator Momentum             751,974                        0.957%
                 Fund, LP (1)                  Common Stock
                 555 S. Flower St.             Warrants (4)
                 Suite 4500
                 Los Angeles, CA 90071

Common           Mercator Momentum             521,928                        0.66%
                 Fund III, LP(1)               Common Stock/
                 555 S. Flower St.             Warrants (5)
                 Suite 4500
                 Los Angeles, CA 90071

Common           Monarch Pointe                1,690,462(6)                   2.15%
                 Fund, Ltd. (1)                Common Stock
                 c/o Bank of Ireland           Warrants
                 Securities Services Ltd.
                 New Century House
                 International Fin. Ser.Ctr.
                 Mayor Street Lower
                 Dublin 1
                 Republic of Ireland

Common           M.A.G. Capital, LLC(1)        3,371,710 (7)                  4.29%
                 555 S. Flower St.             Common Stock
                 Suite 4500                    Warrants
                 Los Angeles, CA 90071

                 Robinson Reed                 200,000 (8)                    0.25%
                 AV.DU Leman 8B                Common Stock
                 CH-1003-Lausanne              Warrants
                 Switzerland

                 Rhone International (2)       46,710 (9)                     0.04%
                 19 Blvd. Geoorges-Favon       Common stock
                 CH-1204 Geneva                Warrants
                 Switzerland

Common           David F. Firestone (1)        6,532,238  (1)                 8.32%
                 555 S. Flower St              Common Stock
                 Suite 4500                    Warrants
                 Los Angeles, CA 90071

Common           Impact International, LLC(3)  9,829,500                      12.52%
                 111 W. 5th St. Ste.720
                 Tulsa, OK 74103

Common           Michael Ward (10)             6,317,038                       8.04%
                 1862 W. Bitters Rd.
                 San Antonio, TX78248

Total                                          22,748,841(11)                 28.98 %
</TABLE>

Notes:

(1) Mercator  Momentum Fund, LP, Mercator  Momentum Fund III, LP, Monarch Pointe
Fund, Ltd., MAG Capital,  LLC,  formerly  Mercator Advisory Group, LLC, Robinson
Reed and David F.  Firestone  are  referred  to  "Reporting  Persons".  Mercator



                                      -34-
<PAGE>

Momentum Fund, LP, Mercator Momentum Fund III, LP, Monarch Pointe Fund, Ltd. and
MAG Capital,  LLC,  formerly Mercator Advisory Group, LLC, each hold warrants to
purchase shares of our common stock.  The right to vote and the right to dispose
of the  shares  beneficially  owned by  Mercator  Momentum  Fund,  LP,  Mercator
Momentum Fund III, LP, Monarch Pointe Fund,  Ltd. and Robinson Reed are, in each
case,  shared among either of the three funds,  as  applicable,  and both M.A.G.
Capital,  LLC and David F. Firestone.  The documentation  governing the terms of
the warrants  contain  provisions  prohibiting any exercise of the warrants that
would result in the Reporting Persons owning beneficially more than 9.99% of the
outstanding  common stock as determined  under  Section 13(d) of the  Securities
Exchange Act of 1934. The Reporting Persons have never had beneficial  ownership
of more than 9.99% of our outstanding common stock.

(2) Edward Karr has voting and dispositive control over Rhone International.

(3) Robert May has voting and dispositive  authority over Impact  International,
LLC.

(4) Mercator  Momentum  Fund,  LP is a private  investment  limited  partnership
organized under California law. MAG Capital, LLC, a California limited liability
company, formerly Mercator Advisory Group, LLC, is its general partner. David F.
Firestone is the  Managing  Member of the MAG Capital,  LLC.  Mercator  Momentum
Fund,  LP holds  common stock  warrants to purchase up to 751,974  shares of our
common  stock.  Half the  warrants are  exercisable  at $0.80 per share and half
exercisable at $0.87 per share.

(5) Mercator Momentum Fund III, LP is a private investment  limited  partnership
organized under California law. MAG Capital, LLC, a California limited liability
company,  is its general  partner.  David F. Firestone is the Managing Member of
the MAG Capital,  LLC. Mercator Momentum Fund III, LP holds warrants to purchase
up to 518,092 shares of our common stock and 3,836 shares of common stock.  Half
the warrants are  exercisable  at $0.80 per share and half  exercisable at $0.87
per share.

(6) Monarch Pointe Fund,  Ltd. is a corporation  organized  under of the British
Virgin  Islands.  Mercator  Advisory Group  controls the  investments of Monarch
Pointe  Fund.  Monarch  Pointe Fund holds  warrants to purchase up to  1,690,462
shares of our common stock. Half the warrants are exercisable at $0.80 per share
and half exercisable at $0.87 per share.

(7) MAG Capital,  LLC,  formerly Mercator Advisory Group, LLC, holds warrants to
purchase up to  3,371,710  shares of our common  stock.  Half the  warrants  are
exercisable at $0.80 per share and half exercisable at $0.87 per share.

(8) Robinson Reed holds 200,000 common stock  warrants,  100,000  exercisable at
$0.80 per share and 100,000 exercisable at $0.87 per share.

(9) Rhone International  holds 46,710 common stock warrants,  23,355 exercisable
at $0.80 per share and 23,3550 exercisable at $0.87 per share.

(10) Mr. Ward is the President, Chief Executive officer and Chairman of our
Board of Directors.

(11) This total does not reflect the  summation of the  beneficial  ownership of
Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, Monarch Pointe Fund,
Ltd., MAG Capital, LLC and Robinson Reed and David F. Firestone (Mercator).  The
total number of warrants  exerciseable the Mercator  entities hold is 6,532,238,
therefore  the total only  includes  this figure once and does not duplicate the
beneficial ownership of all entities.

(b) Security Ownership of Management. Based on 78,495,815 shares as set forth in
(a) above as of December 31, 2005.

  Table 2.

Title of Class    Name and Address         Amount and Nature    Percent of Class

Common            Michael Ward                6,317,038               8.04%
                  1862 W. Bitters Rd.
                  San Antonio, TX 78248




                                      -35-
<PAGE>

Common            James B. Smith              1,187,050(1)            1.51%
                  1862 W. Bitters Rd.
                  San Antonio, TX 78248

Common            Ahmed Karim                   502,500               0.64%
                  1532 Woods Dr.
                  N. Vancouver, B.C.
                  Canada V7R 1A9

Common            Robert W. Dowies              140,000               0.178%
                  1862 W. Bitters Rd.
                  San Antonio, TX 78248

Common            Carl Hessel (2)             2,450,000               3.12%
                  c/o Margaux Investment
                  Management Group, S.A.
                  9 Rue de Commerce
                  CH 1211 Geneva 11
                  Switzerland

   Total                                     10,596,588              13.49%


Notes:
(1) Includes  500,000  shares in the name of Aigle  Partners,  Ltd. in which Mr.
Smith  has a  partnership  interest  and  494,382  shares in the name of du Midi
Trust, in which Mr. Smith has a beneficial interest.
(2) Mr. Hessel is a partner in Margaux Investment  Management Group, S.A. and as
such  beneficial  ownership  reflects  2,000,000  common stock warrants owned by
Margaux and 450,000 shares owned personally by Mr. Hessel.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

On January 2, 2006, we issued  Michael Ward,  the Company's  President,  CEO and
member of the board of directors,  500,000 common shares  representing a partial
stock grant under his employment contract. The shares were valued at $455,000 or
$0.91 per share.

On January 3, 2006, we issued James B. Smith,  the Company's Sr. Vice President,
CFO and member of the board of directors, 500,000 common shares representing the
annual  stock grant  under his  employment  contract.  The shares were valued at
$445,000 or $0.89 per share.

On December 20, 2005,  the Company  issued 10,000 common shares valued at $8,350
and  40,000  shares  of valued  at  $33,400,to  Robert  Dowies,  a company  vice
president under the terms of his employment agreement.

On September 14, 2005,  Michael Ward,  James B. Smith and Ahmed Karim,  executed
amended  promissory  notes  to the  Company  bearing  interest  at a rate  of 5%
annually and payable in full on, or before  September  14, 2005.  The notes were
originally  executed on September  14, 2004 in  connection  with the exercise of
common stock options. The shares of stock issued previously to these individuals
remained subject to security agreements. Prior to December 31, 2005, each of the
above  individuals  paid $5,500 in interest  accrued and owing to the Company on
the original promissory note maturity date of September 14, 2005.

On July 1, 2005, the company issued  1,000,000  shares of its restricted  common
stock valued at  $1,230,000  pursuant to the  employment  contract  with Michael
Ward, Company President and CEO.

On July 1, 2005, the Company issued 50,000 shares of its restricted common stock
valued at $61,500  pursuant to an  employment  contract  with Robert  Dowies,  a
company vice president under the terms of his employment agreement.

On July 1, 2005, the Company issued 10,000 shares of its restricted common stock
valued at $12,150 Jason Jones, a Sonterra employee.

On June 27, 2005,  the Company  authorized the issuance of 150,000 shares of its
restricted  common stock valued at $199,500 to each of the three  members of the
Board of Directors, Michael R. Ward, Ahmed Karim and Carl Hessel.




                                      -36-
<PAGE>

On June 27,  2005,  the Company  authorized  the  issuance of 150,000  shares of
common stock to James B. Smith,  the Company's  Senior Vice  President,  CFO and
newly appointed member of the Board of Directors.  The transaction was valued at
$199,125.

On November 9, 2004,  we issued  500,000  common  shares to James B. Smith which
represents the annual stock grant under the terms of his employment agreement.

One November 9, 2004,  the Company  issued 500,000 common shares to Michael Ward
under the terms of his employment contract. The shares were valued at $417,000.

On October 18, 2004 we entered into an employment  agreement with Robert Dowies.
Mr .Dowies  became a Company  Vice  President.  His  annual  salary is $ 100,000
including an annual stock grant of 100,000 shares.

On October 13, 2004, we sold Four Million (4,000,000) Tidelands Oil & Gas common
shares to ACH Securities,  S.A., a company domiciled in Geneva, Switzerland, for
Two Million  ($2,000,000)  Dollars.  On October 14, 2004, in connection with the
ACH Securities  transaction,  we issued Margaux  Investment  Group,  S.A. common
stock  warrants to purchase One Million  (1,000,000)  Tidelands Oil & Gas common
shares for Fifty ($0.50) Cents per share and One Million  (1,000,000) shares for
$2.50 per share.  Mr. Carl Hessel, a company  director,  is a partner in Margaux
Investment  Management  Group,  S.A.  and, as such he has an indirect  financial
interest in the common stock warrants.

On September 14, 2004, we issued 500,000 shares of common stock to Michael Ward
under the terms of his employment agreement. The shares were valued at $427,500.

On September 14, 2004, the following individuals exercised common stock options:

On September  14, 2004,  Michael  Ward,  the  Company's  President and Director,
exercised his common stock option to purchase 500,000 common shares for $110,000
payable on a promissory note bearing  interest at the rate of 5% payable in full
on, or  before  September  14,  2005.  The  shares  are  subject  to a  security
agreement.

On September 14, 2004 Ahmed Karim,  the Company's  Vice  President and Director,
exercised his common stock option to purchase 500,000 common shares for $110,000
payable on a promissory note bearing  interest at the rate of 5% payable in full
on, or  before  September  14,  2005.  The  shares  are  subject  to a  security
agreement.

On September 14, 2005,  James Smith,  the  Company's  Chief  Financial  Officer,
exercised his common stock option to purchase 500,000 common shares for $110,000
payable on a promissory note bearing  interest at the rate of 5% payable in full
on, or  before  September  14,  2005.  The  shares  are  subject  to a  security
agreement.

On June 30, 2004, we issued 3,322 common shares to Carl Hessel for $ 4,983. Carl
Hessel was a member of our board of directors at the time of issuance.

The  Company  executed  an  agreement  in January  2004 with a related  party to
provide charter air transportation for its employees,  customers and contractors
to job sites and other  business  related  destinations.  A $300,000 5% interest
bearing  loan  due in  January  2007  was  made  by the  Company  regarding  the
transaction.  The loan  balance  is  credited  by airtime  charges  at  standard
industry  rates  offset by interest  charges  computed  on the  average  monthly
balance. At December 31, 2005, the loan balance was $288,506.

On January 8, 2004, we authorized  the issuance of 300,000 common shares to Carl
Hessel for  services  valued at $450,000.  These  shares were issued  before Mr.
Hessel joined our Board of Directors.

On January 8, 2004,  the  Company  issued  James B. Smith  52,800  shares of its
common  stock valued at $90,816 to a Company  officer  under the Stock Grant and
Option Plan.

During 2004, the Company had four  executive  officers,  Michael Ward,  James B.
Smith, Robert Dowies and Ahmed Karim.  Michael Ward's annual salary is $252,000.
James B.  Smith's  annual  salary was  $168,000.  Mr.  Dowies  annual  salary is
$100,000.



                                      -37-
<PAGE>

On February 5, 2003, we granted Michael Ward,  Royis Ward and Ahmed Karim common
stock options to purchase  500,000 shares each at $0.22 per share. On August 16,
2003, we granted James B. Smith common stock options to purchase  500,000 shares
at $0.22 per share. The options were exercised on September 14, 2004 and payment
was made by  promissory  note.  Each  grantee  delivered a  promissory  note for
$110,000 bearing interest at the annual rate of Five percent. Presently, Michael
Ward,  our President and director,  James B. Smith,  our Sr. V.P and CFO,  Ahmed
Karim,  a member  of our board of  directors,  and Royis  Ward,  former  company
officer  and father of Michael  Ward,  are  indebted  to the company as outlined
above.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
-----------------------------------------------

         The Company paid or accrued the following fees in each of the prior two
fiscal years to its principal  accountant,  Baum & Co.,  P.A. of Coral  Springs,
Florida.

                                                        Year End        Year End
                                                        12-31-04        12-31-05

(1)      Audit Fees                                     $53,860         $102,553
(2)      Audit-related Fees                                 -0-              -0-
(3)      Tax Fees                                           -0-              -0-
(4)      All other fees                                     -0-              -0-
            Total Fees                                  $53,860         $102,553

The Company's  principal  accountant,  Baum & Co., P.A. did not engage any other
persons or firms  other than the  principal  accountant's  full-time,  permanent
employees.

AUDIT FEES. Audit fees consist of fees billed for professional services rendered
for the audit of the Company's  consolidated  financial statements and review of
the interim consolidated  financial statements included in quarterly reports and
services that are normally  provided by the Company's  principal  accountants in
connection with statutory and regulatory filings or engagements.

AUDIT-RELATED FEES. Audit related fees consist of fees billed for assurance and
related services that are reasonably related to the performance of the audit or
review of the Company's consolidated financial statements and are not reported
under "Audit Fees."

TAX FEES. Tax fees are fees billed for professional services for tax compliance,
tax advice and tax planning.

ALL OTHER FEES. All other fees include fees for products and services other than
the  services  reported  above.  There were no  management  consulting  services
provided in fiscal 2005 or 2004.

Policy  on Audit  Committee  Pre-Approval  of Audit  and  Permissible  Non-Audit
Services of Independent Auditors

The Company  currently does not have a designated Audit Committee.  However,  as
defined in  Sarbanes-Oxley  Act of 2002,  the entire  Board of  Directors is the
Company's defacto audit committee.

Accordingly,  the Company's  Board of Directors'  policy is to  pre-approve  all
audit and permissible  non-audit services provided by the independent  auditors.
These services may include audit services,  audit-related services, tax services
and other services.  Pre-approval  is generally  provided for up to one year and
any  pre-approval  is  detailed  as to the  particular  service or  category  of
services and is generally subject to a specific budget. The independent auditors
and management  are required to  periodically  report to the Company's  Board of
Directors regarding the extent of services provided by the independent  auditors
in accordance with this pre-approval, and the fees for the services performed to
date.  The Board of  Directors  may also  pre-approve  particular  services on a
case-by-case basis.



                                      -38-
<PAGE>
<TABLE>
<CAPTION>

                                     PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit                    Description                                          Location of Exhibit
<C>                        <C>                                                  <C>

2.0      Amendment No. 2 to the Asset Purchase and Sale  and between            Incorporated by reference to
         Sonterra Energy Corporation and Oneok Propane Distribution             Exhibit 10.1
         Company.                                                               8-K filed November 15, 2004
2.1      Amendment No. 1 to the Asset Purchase and Sale  and between
         Sonterra Energy Corporation and Oneok Propane Distribution             Incorporated by reference to
         Company.                                                               Exhibit 10.2
                                                                                8-K filed November 15, 2004

2.3      Asset Purchase and Sale Agreement by and between Sonterra Energy       Incorporated by reference to
         Corporation and Oneok Propane Distribution Company.                    Exhibit 10.3
                                                                                8-K filed November 15, 2004

2.4      Purchase and Sale Agreement for Reef Ventures, L.P. by and             Incorporated by reference
         between Impact International, LLC ("Impact") and Coahuila              Exhibit 10 to 8-K filed
         Pipeline, LLC, ("Coahuila"), (jointly "Seller") and Tidelands          June 25, 2004
         Oil & Gas Corporation ("Tidelands") and Arrecefe
         Management, LLC ("Arrecefe"), (jointly "Buyer") dated
         May 25, 2004 with Exhibits.

2.5      Purchase and Sale Agreement for Reef Marketing, L.L.C.                 Incorporated by reference
         and  Reef International, L.L.C. by and between Tidelands               Exhibit 10.1 to 8-K filed
         Oil & Gas Corporation and Impact International, L.L.C.                 May 8, 2003
         and Coahuila Pipeline, L.L.C. dated April 16, 2003.

2.6      Agreement of Limited Partnership of Reef Ventures, L.P.                Incorporated by reference
                                                                                to Exhibit 10.2 to 8-K filed
                                                                                on May 8, 2003

3.0      Certificate of Amendment to Articles of Incorporation                  Incorporated by reference to
                                                                                Exhibit 3.0 to 8-K filed on
                                                                                April 24, 2006

3.1      Restated Articles of Incorporation of Tidelands Oil                    Incorporated by reference to
         & Gas Corporation., a Nevada corporation.                              Exhibit 3.0 to SB-2 filed
                                                                                on December 17, 2004

3.2      Restated Bylaws of Tidelands Oil & Gas Corporation.                    Incorporated by reference to
                                                                                Exhibit 3.1 to SB-2 filed
                                                                                on December 17, 2004

4.0      Form of Original Issue Discount Convertible Debentures                 Incorporated by reference to
         with Palisades Master Fund, Crescent International, Ltd.,              Exhibit 10.2 to 8-K filed on
         Double U Master Fund, LP, JGB Capital, LP, Nite                        January 25, 2006
         Capital, LP and RHP Master Fund, Ltd

4.1      7% Convertible Debenture Mercator Momentum Fund, LP                    Incorporated by reference to
                                                                                Exhibit 10.2 to 8-K filed on
                                                                                December 3, 2004

4.2      7% Convertible Debenture Mercator Momentum Fund III, LP                Incorporated by reference to
                                                                                Exhibit 10.3 to 8-K filed on
                                                                                December 3, 2004

4.3      7% Convertible Debenture Monarch Pointe Fund, LP                       Incorporated by reference to
                                                                                Exhibit 10.4 to 8-K filed on
                                                                                December 3, 2004


10.0     Form of Securities Purchase Agreement with                             Incorporated by reference to
         Palisades Master Fund, Crescent International, Ltd.,                   Exhibit 10.2 to 8-K filed on
         Double U Master Fund, LP, JGB Capital, LP, Nite                        January 25, 2006
         Capital, LP and RHP Master Fund, Ltd.



                                      -39-
<PAGE>

10.1     Form of Series "A" Common Stock Purchase Warrant                       Incorporated by reference to
         Palisades Master Fund, Crescent International, Ltd.,                   Exhibit 10.4 to 8-K filed on
         Double U Master Fund, LP, JGB Capital, LP, Nite                        January 25, 2006
         Capital, LP and RHP Master Fund, Ltd.

10.2     Form of Series "B" Common Stock Purchase Warrant                       Incorporated by reference to
         Palisades Master Fund, Crescent International, Ltd.,                   Exhibit 10.5 to 8-K filed on
         Double U Master Fund, LP, JGB Capital, LP, Nite                        January 25, 2006
         Capital, LP and RHP Master Fund, Ltd.

10.3     Form of Registration Rights Agreement with                             Incorporated by reference to
         Palisades Master Fund, Crescent International, Ltd.,                   Exhibit 10.2 to 8-K filed on
         Double U Master Fund, LP, JGB Capital, LP, Nite                        January 25, 2006
         Capital, LP and RHP Master Fund, Ltd.

10.1     Employment Agreement with Michael Ward                                 Incorporated by reference to
                                                                                Exhibit 10.0 of SB-2 filed
                                                                                December 17, 2004

10.2     Employment Agreement with James B. Smith                               Incorporated by reference to
                                                                                Exhibit 10.1 of SB-2 filed
                                                                                December 17, 2004

10.3     Employment Agreement with Robert Dowies                                Incorporated by reference to
                                                                                Exhibit 10.2 of SB-2 filed
                                                                                December 17, 2004

10.4     2003 Non-Qualified Stock Grant and Option Plan                         Incorporated by reference to
                                                                                Form S-8 filed on June 11, 2003
10.5     Securities Purchase Agreement                                          Incorporated by reference to

10.6     Warrant Margaux                                                        Incorporated by reference to
                                                                                Exhibit 10.5 of SB-2 filed
                                                                                December 17, 2004

10.7     Warrant Margaux                                                        Incorporated by reference to
                                                                                Exhibit 10.6 of SB-2 filed
                                                                                December 17, 2004

10.6     Stock Purchase Warrant Impact                                          Incorporated by reference to
                                                                                Exhibit 10.3 to 8-K
                                                                                filed on May 8, 2003.

10.7     Registration Rights Agreement Impact                                   Incorporated by reference to
                                                                                Exhibit 10.4 to 8-K filed on
                                                                                May 8, 2003.

10.8     Amended Stock Purchase Warrant Impact International                    Incorporated by reference
                                                                                Exhibit 10 to 8-K filed
                                                                                June 25, 2004

10.9     Registration Rights Agreement with Mercator Group                      Incorporated by reference to
                                                                                Exhibit 10.5 to 8-K filed on
                                                                                December 3, 2004

10.10    Warrant to Purchase Common Stock Mercator Momentum                     Incorporated by reference to
         Fund, LP. $0.87                                                        Exhibit 10.6 to 8-K filed on
                                                                                December 3, 2004

10.11    Warrant to Purchase Common Stock Mercator Momentum                     Incorporated by reference to
         Fund, LP $0.80                                                         Exhibit 10.7 to 8-K filed on
                                                                                December 3, 2004

10.12    Warrant to Purchase Common Stock Mercator Momentum                     Incorporated by reference to
         Fund, III, LP $0.87                                                    Exhibit 10.8 to 8-K filed on
                                                                                December 3, 2004



                                      -40-
<PAGE>

10.13    Warrant to Purchase Common Stock Mercator Momentum                     Incorporated by reference to
         Fund III, LP $0.80                                                     Exhibit 10.9 to 8-K filed on
                                                                                December 3, 2004

10.14    Warrant to Purchase Common Stock Monarch Pointe                        Incorporated by reference to
         Fund, LP $0.87                                                         Exhibit 10.10 to 8-K filed on
                                                                                December 3, 2004

10.15    Warrant to Purchase Common Stock Monarch Pointe                        Incorporated by reference to
         Fund, LP $0.80                                                         Exhibit 10.11 to 8-K filed on
                                                                                December 3, 2004

10.16    Warrant to Purchase Common Stock Mercator Advisory                     Incorporated by reference to
         Group, LLC. $0.87                                                      Exhibit 10.12 to 8-K filed on
                                                                                December 3, 2004

10.17    Warrant to Purchase Common Stock Mercator Advisory                     Incorporated by reference to
         Group, LLC $0.80                                                       Exhibit 10.13 to 8-K filed on
                                                                                December 3, 2004


10.18    Promissory Note for Aircraft Prepaid Lease                             Incorporated by reference to
                                                                                Exhibit 10.4 to 10-Q filed on
                                                                                August 21, 2006

10.19    Aircraft Prepaid Lease/Use Agreement                                   Incorporated by reference to
                                                                                Exhibit 10.3 to 10-Q filed on
                                                                                August 21, 2006

21       List of Subsidiaries                                                   Previously filed on form 10-K
                                                                                filed on August 23, 2006


31.1     Chief Executive Officer-Section 302 Certification pursuant             Included with this filing
         to Sarbanes- Oxley Act.
31.2     Chief Financial Officer- Section 302 Certification pursuant            Included with this filing
         to Sarbanes-Oxley Act.
32.1     Chief Executive Officer-Section 906 Certification pursuant             Included with this filing
         to Sarbanes-Oxley Act.
32.2     Chief Financial Officer- Section 906 Certification pursuant            Included with this filing
         to Sar Sarbanes-Oxley Act.
</TABLE>



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-K/A Report for the period
ending  December  31,  2005  to be  signed  on its  behalf  by the  undersigned,
thereunto duly authorized on this 14th day of September, 2006.

                                      TIDELANDS OIL & GAS CORPORATION


                                      BY: /s/ Michael 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:  September 14, 2006              /s/ Michael Ward
                                      ------------------------------------------
                                      Michael Ward, President, Director


                                       /s/ James B. Smith
                                      ------------------------------------------
                                      James B. Smith, Senior Vice President, CFO
                                      Principal Accounting Officer

                                       /s/ Ahmed Karim
                                      ------------------------------------------
                                      Ahmed Karim
                                      Director



                                      -41-






<PAGE>













                         TIDELANDS OIL & GAS CORPORATION
                        CONSOLIDATED FINANCIAL STATEMENTS
             YEARS ENDED DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


































<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                        CONSOLIDATED FINANCIAL STATEMENTS
             YEARS ENDED DECEMBER 31, 2005, 2004 (RESTATED) AND 2003




                                TABLE OF CONTENTS





INDEPENDENT AUDITOR'S REPORT..........................................         3

CONSOLIDATED FINANCIAL STATEMENTS:

     Consolidated Balance Sheets......................................         4

     Statements of Consolidated Stockholders' Equity..................       5-6

     Statements of Consolidated Operations ...........................         7

     Statements of Consolidated Cash Flows ...........................       8-9

     Notes to Consolidated Financial Statements.......................     10-30
















<PAGE>

                              BAUM & COMPANY, P.A.
                        1515 UNIVERSITY DRIVE, SUITE 209
                          CORAL SPRINGS, FLORIDA 33071



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
Tidelands Oil & Gas Corporation
San Antonio, Texas

We have audited the accompanying  consolidated balance sheets of Tidelands Oil &
Gas Corporation as of December 31, 2005, and 2004, and the related statements of
consolidated  stockholders'  equity,  operations,  and cash  flows for the years
ended December 31, 2005, 2004 and 2003. These consolidated  financial statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Tidelands  Oil & Gas  Corporation  as of  December  31,  2005 and 2004,  and the
results of their  consolidated  operations and their consolidated cash flows for
the years ended December 31, 2005,  2004 and 2003 in conformity  with accounting
principles generally accepted in the United States of America.

As more fully described in Note 2 to the financial statements,  the accompanying
consolidated balance sheets and related statements of consolidated shareholders'
equity,  operations  and cash flows  have been  restated  to reflect  the proper
accounting  for  certain  transactions  which  occurred  during  the year  ended
December 31, 2004. In our original  report dated April 13, 2005, we expressed an
unqualified opinion on the consolidated financial statements, and our opinion on
the revised statements, as expressed herein, remains unqualified.

Baum & Company, P.A.
Coral Springs, Florida
April 14, 2006



                                       -3-


<PAGE>
<TABLE>
<CAPTION>

                         TIDELANDS OIL & GAS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                                   YEARS ENDED

                                     ASSETS
                                     ------

                                                      December 31,    December 31,
                                                          2005            2004
                                                      ------------    ------------
                                                                       (Restated)
<S>                                                   <C>             <C>
Current Assets:
   Cash                                               $  1,113,911    $  5,459,054
   Accounts and Loans Receivable                           468,458         516,387
   Inventory                                               142,204          82,523
   Prepaid Expenses                                        183,938         487,488
                                                      ------------    ------------
      Total Current Assets                               1,908,511       6,545,452
                                                      ------------    ------------

Property Plant and Equipment, Net                       10,042,088       9,086,313
                                                      ------------    ------------

Other Assets:
   Deposits                                                 14,004           4,108
   Cash Restricted                                          76,803          25,000
   Deferred Charges                                              0         116,250
   Note Receivable                                         288,506         286,606
   Goodwill                                              1,158,937       6,358,937
                                                      ------------    ------------
      Total Other Assets                                 1,538,250       6,790,901
                                                      ------------    ------------

      Total Assets                                    $ 13,488,849    $ 22,422,666
                                                      ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities:
   Current Maturities - Note Payable                  $    225,000    $          0
   Accounts Payable and Accrued Expenses                 1,225,554         574,224
                                                      ------------    ------------

      Total Current Liabilities                          1,450,554         574,224

Long-Term Debt                                           4,271,768      11,731,883
                                                      ------------    ------------

      Total Liabilities                                  5,722,322      12,306,107
                                                      ------------    ------------

Commitments and Contingencies
   Derivative Liability                                          0       5,168,000
                                                      ------------    ------------

Stockholders' Equity:
   Common Stock, $.001 Par Value per Share,
     100,000,000 Shares Authorized, 78,495,815
     and 61,603,359 Shares Issued and
     Outstanding at 2005 and 2004 Respectively              78,497          61,604
   Additional Paid-in Capital                           40,818,174      30,354,195
   Subscriptions Receivable                               (550,000)       (550,000)
   Minority Interest                                          --              --
   Accumulated (Deficit)                               (32,580,144)    (24,917,240)
                                                      ------------    ------------
      Total Stockholders' Equity                         7,766,527       4,948,559
                                                      ------------    ------------

      Total Liabilities and Stockholders' Equity      $ 13,488,849    $ 22,422,666
                                                      ============    ============
</TABLE>



        See Accompanying Notes to Consolidated Financial Statements

                                    -4-

<PAGE>
<TABLE>
<CAPTION>

                        TIDELANDS OIL AND GAS CORPORATION
                 STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
             YEARS ENDED DECEMBER 31, 2005, 2004 (RESTATED) AND 2003

                                                  Stock
                                               Additional                                       Total
                                  Common          Stock        Paid-In       Subscription    Accumulated     Stockholders'
                                  Shares         Amount        Capital        Receivable      (Deficit)         Equity
                               ------------   ------------   ------------    ------------    ------------    ------------
<S>                            <C>            <C>            <C>             <C>             <C>             <C>
Balance
  January 1, 2003                33,683,329   $     33,684   $  6,715,108    $    (18,000)   $ (9,266,722)   $ (2,535,930)

Common Stock Issued
  for Cash                          781,395            781      1,049,219            --              --         1,050,000

Common Stock Issued
  for Services re: $1M
  Sale of Common Stock              300,000            300        335,700            --              --           336,000

Fee for Services re: Sale
  of Common Stock                      --             --         (336,000)           --              --          (336,000)

Issuances of Common Stock
  for Services                    4,323,500          4,324      2,187,273            --              --         2,191,597

Issuances of Common Stock
  for Conversion of Deferred
  Officers' Salaries              3,596,169          3,596        787,561            --              --           791,157

Issuance of Common Stock
  for Conversion of Deferred
  Director's Fees                   340,909            341         74,659            --              --            75,000

Issuance of Common Stock
  for Conversion of Accrued
  Legal Fees                        500,000            500         62,000            --              --            62,500

Issuance of Common Stock
  for Conversion of Notes
  Payable                         1,300,000          1,300        197,467            --              --           198,767

Net Loss                               --             --             --              --        (1,348,481)     (1,348,481)
                               ------------   ------------   ------------    ------------    ------------    ------------


Balance
  December 31, 2003              44,825,302   $     44,826   $ 11,072,987    $    (18,000)   $(10,615,203)   $    484,610

Common Stock Issued
  for Cash                        6,725,545          6,725      6,081,592            --              --         6,088,317

Common Stock Issued
  for Services Regarding
  $4,083,335 Sale of Stock          300,000            300        449,700            --              --           450,000

Fee for Services
  Regarding Sale of
  Common Stock                         --             --         (450,000)           --              --          (450,000)

Issuance of Common
  Stock for Services              6,602,800          6,603      9,321,213            --              --         9,327,816

Issuance of Common
  Stock for Subscription          2,500,000          2,500        547,500        (550,000)           --              --

Issuance of Common
  Stock for Conversion of
  Note Payable and
  Accrued Interest                   75,000             75        113,236            --              --           113,311

Beneficial Conversion
 Feature - Convertible
 Debentures                            --             --        3,092,105            --              --         3,092,105

Write Off Stock
  Subscription Receivable              --             --             --            18,000            --            18,000




           See Accompanying Notes to Consolidated Financial Statements

                                       -5-


<PAGE>

                        TIDELANDS OIL AND GAS CORPORATION
                 STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
             YEARS ENDED DECEMBER 31, 2005, 2004 (RESTATED) AND 2003
                                   (CONTINUED)

                                                   Stock
                                                Additional                                        Total
                                  Common           Stock         Paid-In       Subscription    Accumulated     Stockholders'
                                  Shares          Amount         Capital        Receivable      (Deficit)         Equity
                               ------------    ------------    ------------    ------------    ------------    ------------

Issuance of Common Stock
  to Acquire 50% of
  Sonterra Energy Corp.             574,712             575         125,862            --              --           126,437

Net Loss                               --              --              --              --       (14,302,037)    (14,302,037)
                               ------------    ------------    ------------    ------------    ------------    ------------

Balance
  December 31, 2004              61,603,359    $     61,604    $ 30,354,195    $   (550,000)   $(24,917,240)   $  4,948,559

Issuance of Common
  Stock for Services              2,970,000           2,971       4,019,554            --              --         4,022,525

Issuance of Common
  Stock for Conversion of
  Convertible Debentures          6,707,456           6,707       4,993,293            --              --         5,000,000

Beneficial Conversion
  Feature -Convertible
  Debentures                           --              --          (756,328)           --              --          (756,328)

Cancellation of Stock
  Previously Issued for
  Services per Litigation
  Settlement                       (285,000)           (285)       (297,540)           --              --          (297,825)

Exercise of Stock
  Purchase Warrants               7,500,000           7,500       2,505,000            --              --         2,512,500

Net Loss                               --              --              --              --        (7,662,904)     (7,662,904)
                               ------------    ------------    ------------    ------------    ------------    ------------

Balance
December 31, 2005                78,495,815    $     78,497    $ 40,818,174    $   (550,000)   $(32,580,144)   $  7,766,527
                               ============    ============    ============    ============    ============    ============
</TABLE>




















           See Accompanying Notes to Consolidated Financial Statements

                                       -6-


<PAGE>
<TABLE>
<CAPTION>

                         TIDELANDS OIL & GAS CORPORATION
                      STATEMENTS OF CONSOLIDATED OPERATIONS
                                   YEARS ENDED




                                            December 31,    December 31,    December 31,
                                                2005            2004            2003
                                            ------------    ------------    ------------
                                             (Restated)      (Restated)
<S>                                         <C>             <C>             <C>
Revenues:
   Gas Sales and Pipeline Fees              $  1,725,756    $  1,800,863    $          0
   Construction Service                          135,567          82,975               0
   Other                                               0               0         178,856
                                            ------------    ------------    ------------
        Total Revenues                         1,861,323       1,883,838         178,856
                                            ------------    ------------    ------------

Expenses:
   Cost of Sales                               1,003,386       1,508,891               0
   Operating Expenses                            202,766          99,665          27,767
   Depreciation                                  485,481         244,889          43,006
   Interest                                      611,363         300,566          53,163
   Beneficial Conversion Feature Interest       (756,329)      3,092,105               0
   Sales, General and Administrative           8,033,249      11,022,019       2,937,132
   Impairment Losses - Long-Lived Assets         392,000               0               0
   Impairment Losses - Goodwill                5,200,000      15,358,000               0
                                            ------------    ------------    ------------

      Total Expenses                          15,171,916      31,626,135       3,061,068
                                            ------------    ------------    ------------


(Loss) from Operations                       (13,310,593)    (29,742,297)     (2,882,212)
Gain on Sale of Subsidiary                             0               0       1,533,731
Gain on Reduction of Derivative Liability      5,168,000      15,390,000               0
Loss on Equipment Sale                            (3,167)              0               0
Other Income                                      61,956               0               0
Interest and Dividend Income                     123,075          50,260               0
Minority Interest                                   --              --              --
Litigation Settlement                            297,825               0               0
                                            ------------    ------------    ------------
  Net (Loss)                                $ (7,662,904)   $(14,302,037)   $ (1,348,481)
                                            ============    ============    ============

Net (Loss) Per Common Share:
   Basic and Diluted                        $      (0.11)   $      (0.27)   $      (0.03)
   -----------------                        ============    ============    ============

Weighted Average Number of Common
   Shares Outstanding -
   Basic and Diluted                          70,049,587      53,214,230      39,254,316
   -----------------                        ============    ============    ============
</TABLE>











             Accompanying Notes to Consolidated Financial Statements

                                       -7-


<PAGE>
<TABLE>
<CAPTION>

                         TIDELANDS OIL & GAS CORPORATION
                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                                   YEARS ENDED




                                                    December 31,    December 31,    December 31,
                                                        2005            2004            2003
                                                    ------------    ------------    ------------
                                                                     (Restated)
<S>                                                 <C>             <C>             <C>

Cash Flows Provided (Required) By
  Operating Activities:
    Net (Loss)                                      $ (7,662,904)   $(14,302,037)   $ (1,348,481)
   Adjustments to Reconcile Net (Loss)
      To Net Cash Provided (Required) By
      Operating Activities:

    Depreciation                                         485,481         244,889          43,006
    Goodwill                                                   0      (5,200,000)              0
    Impairment Losses                                  5,592,000      15,358,000               0
    Change in Derivative Instrument                   (5,168,000)    (10,222,000)              0
    Loss on Disposal of Equipment                          3,167               0               0
    Issuance of Common Stock:
     For Services Provided                             4,022,525       9,327,816       2,191,597
     Beneficial Conversion Feature - Interest           (756,329)      3,092,105               0
       Return of Issued Stock
         Litigation Settlement                          (297,825)              0               0
       Changes In:
         Accounts Receivable                              47,929        (516,159)         16,078
         Inventory                                       (59,681)        (82,523)         12,155
         Prepaid Expenses                                303,550        (465,279)         21,392
         Other Assets                                          0               0          (1,805)
         Deferred Charges                                116,250        (116,250)              0
         Deposits                                        (61,699)        (25,308)              0
         Accounts Payable and Accrued Expenses
                                                         651,330        (201,370)       (492,815)
                                                    ------------    ------------    ------------


Net Cash (Required)
   By Operating Activities                            (2,784,206)     (3,108,116)        441,127
                                                    ------------    ------------    ------------

Cash Flows Provided (Required)
  By Investing Activities:
      (Increase) In Investments                                0        (901,871)        (98,629)
      Acquisitions of Property, Plant & Equipment     (1,837,222)     (8,727,010)       (134,505)
      Disposals of Oil and Gas Properties                      0               0         598,924
      Disposals of Equipment                                 800               0               0
                                                    ------------    ------------    ------------


   Net Cash (Required)
        By Investing Activities                       (1,836,422)     (9,628,881)        365,790
                                                    ------------    ------------    ------------
</TABLE>











             Accompanying Notes to Consolidated Financial Statements

                                       -8-


<PAGE>
<TABLE>
<CAPTION>

                         TIDELANDS OIL & GAS CORPORATION
                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                                   (CONTINUED)
                                   YEARS ENDED



                                                     December 31,    December 31,    December 31,
                                                         2005            2004            2003
                                                     ------------    ------------    ------------
                                                                      (Restated)
<S>                                                  <C>             <C>             <C>

Cash Flows Provided (Required)
   By Financing Activities:
      Proceeds from Issuance of Common Stock                    0       6,088,317       1,050,000
      Proceeds from Long-Term Loans                       277,385       6,731,883               0
      Proceeds from Issuance Of
        Convertible Debentures                                  0       5,000,000               0
      Repayment of Short-Term Loans                             0        (250,000)              0
      Reduction of Stock Subscription Receivable                0          18,000               0
      Repayment of Loan Due to Related Parties                  0               0        (933,554)
      Proceeds of Loans From Related Parties                    0               0          80,349
      Loan to Related Party                                (1,900)       (286,606)              0
      Repayment of current Maturities of Long-Term
        Debt                                                    0               0        (302,924)
                                                     ------------    ------------    ------------

Net Cash Provided By
  Financing Activities                                    275,485      17,301,594        (106,129)
                                                     ------------    ------------    ------------

Net Increase (Decrease) in Cash                        (4,345,143)      4,564,597         700,788
Cash at Beginning of Period                             5,459,054         894,457         193,669
                                                     ------------    ------------    ------------

Cash at End of Period                                $  1,113,911    $  5,459,054    $    894,457
                                                     ============    ============    ============

Supplemental Disclosures of
   Cash Flow Information:
      Cash Payments for Interest                     $    356,504    $     38,320    $     38,773
                                                     ============    ============    ============


      Cash Payments For Income Taxes                 $          0    $          0    $          0
                                                     ============    ============    ============

Non-Cash Financing Activities:
Return of Issued Stock For
  Beneficial Conversion Feature - Interest           $   (756,329)   $  3,092,105    $          0
Litigation Settlements                                   (297,825)              0               0
Increase of Stock Subscription Receivable                       0         550,000               0
Issuance of Common Stock:
    Repayment of Notes                                  2,512,500          75,000         198,767
    Conversion of Debentures                            5,000,000               0               0
    Payment of Accounts Payable                                 0          38,311          62,500
    Repayment of Loans From Related Parties                     0               0         866,157
    Acquisition Cost                                            0         126,437               0
                                                     ------------    ------------    ------------


      Total Non-Cash Financing Activities            $  6,458,346    $  3,881,853    $  1,127,424
                                                     ============    ============    ============
</TABLE>










           See Accompanying Notes to Consolidated Financial Statements

                                       -9-


<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------   ------------------------------------------

         This summary of significant  accounting policies is presented to assist
         in  understanding   these  consolidated   financial   statements.   The
         consolidated  financial  statements  and notes are  representations  of
         management who is responsible for their integrity and objectivity.  The
         accounting  policies  used conform to accounting  principles  generally
         accepted  in the United  States of America  and have been  consistently
         applied in the preparation of these consolidated financial statements.

         Organization
         ------------

         Tidelands  Oil  and  Gas  Corporation  (the  Company  and  formerly  C2
         Technologies,  Inc.),  was  incorporated  in the  state  of  Nevada  on
         February  25,  1997.  On December 1, 2000,  the Company  completed  its
         acquisition  of Rio  Bravo  Energy,  LLC,  and their  related  entities
         thereby making Rio Bravo Energy, LLC, a wholly-owned  subsidiary of the
         Company. During 2004, the Company acquired all of the stock of Sonterra
         Energy Corporation (Sonterra) and through this wholly-owned subsidiary,
         the  Company  purchased  all  of  the  assets  of  a  gas  distribution
         organization (see Note 15-Acquisitions). The Company also, during 2004,
         increased its ownership interest from 25% to 98% in Reef Ventures,  LP,
         and their wholly-owned  subsidiaries (Reef International,  LLC and Reef
         Marketing, LLC) (see Note 15-Acquisitions).

         Nature of Operations
         --------------------

         The Company  currently  operates a natural gas pipeline  between  Eagle
         Pass,  Texas and  Piedras  Negras,  Mexico  and a propane  distribution
         system  serving  residential  customers in the Austin,  Texas area.  In
         addition,  the  Company is engaged in the  development  of natural  gas
         storage  facilities in Mexico and other  natural gas pipelines  between
         the United States and Mexico.

         Principles of Consolidation
         ---------------------------

         The  consolidated  financial  statements  include  the  accounts of the
         Company   and   its   wholly-owned   subsidiaries.    All   significant
         inter-company accounts and transactions have been eliminated.

         Fair Value of Financial Instruments
         -----------------------------------

         Statement of Financial  Accounting  Standards No. 107 "Disclosure About
         Fair Value of Financial  Instruments,"  requires the  disclosure of the
         fair value of off-and-on  balance sheet financial  instruments.  Unless
         otherwise  indicated,  the fair  values  of all  reported  consolidated
         assets  and  consolidated   liabilities,   which  represent   financial
         instruments (none of which are held for trading purposes),  approximate
         the carrying values of such amounts.


                                      -10-

<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------   ------------------------------------------------------

         Use of Estimates
         ----------------

         The preparation of consolidated financial statements in accordance with
         accounting  principles  generally  accepted  in the  United  States  of
         America  requires  management to make  estimates and  assumptions  that
         affect certain reported amounts and  disclosures.  Accordingly,  actual
         results could differ from those estimates.

         Property, Plant and Equipment
         -----------------------------

         Property,   plant  and  equipment  are  recorded  at  historical  cost.
         Depreciation  of  property,  plant and  equipment  is  provided  on the
         straight-line  method over the  estimated  useful  lives of the related
         assets.  Maintenance  and repairs are charged to operations.  Additions
         and  betterments,  which  extend the useful  lives of the  assets,  are
         capitalized.  Upon  retirement or disposal of the  property,  plant and
         equipment,  the cost and accumulated  depreciation  are eliminated from
         the  accounts,   and  the  resulting  gain  or  loss  is  reflected  in
         operations.

         Long-Lived Assets
         -----------------

         Statement of Financial  Accounting Standards 144 (SFAS 144) "Accounting
         for the  Impairment  or Disposal of  Long-Lived  Assets"  requires that
         long-lived  assets to be held and used by the Company be  reviewed  for
         impairment  whenever events or changes in  circumstances  indicate that
         the related  carrying  amount may not be  recoverable.  When  required,
         impairment losses on assets to be held and used are recognized based on
         the fair value of the asset,  and  long-lived  assets to be disposed of
         are reported at the lower of carrying amount or fair value less cost to
         sell.

         The requirements of SFAS 144 and the evaluation by the Company resulted
         in impairment  losses of $392,000,  all of which is attributable to the
         Rio Bravo Energy, LLC, Consolidated Group.

         Income Taxes
         ------------

         The Company  accounts for income taxes in accordance  with Statement of
         Financial  Accounting  Standards 109 (SFAS 109)  "Accounting for Income
         Taxes,"  which  requires the  establishment  of a deferred tax asset or
         liability for the  recognition of future  deductions of taxable amounts
         and operating loss carry  forwards,  deferred tax expense or benefit is
         recognized as a result of the change in the deferred asset or liability
         during the year. If necessary,  the Company will  establish a valuation
         allowance  to reduce any  deferred  tax asset to an amount  which will,
         more likely than not, be realized.



                                      -11-


<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------   ------------------------------------------------------

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

         The  Company  accounts  for net  (loss)  per share in  accordance  with
         Statement of Financial Accounting Standard 128 (SFAS 128) "Earnings Per
         Share".  Basic (loss) per share is based upon the net (loss) applicable
         to the weighted average number of common shares  outstanding during the
         period.  Diluted  (loss) per share  reflects  the effect of the assumed
         conversions  of  convertible  securities  and exercise of stock options
         only in the periods in which such affect would have been dilutive.

         Goodwill
         --------

         Goodwill represents the excess of purchase price and related costs over
         the value  assigned  to the net  tangible  and  identifiable  assets of
         businesses  acquired.  Statement of Financial  Accounting Standards No.
         142  (SFAS  142),  "Goodwill  and  Other  Intangible  Assets"  requires
         goodwill  to be tested for  impairment  on an annual  basis and between
         annual tests in certain circumstances,  and written down when impaired,
         rather than being amortized as previous accounting  standards required.
         Furthermore,  SFAS 142 requires purchased  intangible assets other than
         goodwill to be amortized over their useful lives unless these lives are
         determined to be indefinite. As the result of an acquisition during the
         second quarter of 2004, the Company recorded  goodwill in the amount of
         $20,561,800.  The Company evaluates the carrying value of goodwill on a
         quarterly  basis. As part of the evaluation,  the company  compares the
         carrying value of the intangible asset with its fair value to determine
         whether  there  has  been  impairment.  As  a  result  of  management's
         impairment  review  of  goodwill  during  2004 and  2005,  the  Company
         recognized  impairment losses of $15,358,000 and $5,200,000 in 2004 and
         2005 respectively.

         Revenue Recognition
         -------------------

         The Company's revenues for 2005 were derived principally (80%) from the
         sale of  propane  gas to  residential  customers,  as  well as  charges
         generated from  transportation  fees (13%).  During 2004, the Company's
         main source of revenue  (71%) was derived  from the sale of natural gas
         to  commercial  accounts,  as  well  as  the  sale  of  propane  gas to
         residential  customers  (21%) and the charging of  transportation  fees
         (4%).  Additional  revenues,  7% and 4% in 2005 and 2004  respectively,
         were the  result of  construction  services  performed  in the  various
         subdivisions which were the recipients of the propane gas hook-ups.

         Revenues are recognized at the time of monthly  billings based on meter
         readings provided by independent contractors.


                                      -12-


<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------   ------------------------------------------------------

         New Accounting Standards
         ------------------------

         In  June  2001,   Statement  of  Financial  Accounting  Standards  143,
         "Accounting for Asset  Retirement  Obligations",  (SFAS 143) was issued
         and is effective for fiscal years  beginning  after June 15, 2002. SFAS
         143  addresses  financial  accounting  and  reporting  for  obligations
         associated  with the retirement of tangible  long-lived  assets and the
         associated  asset  retirement  costs. The adoption of SFAS 143 does not
         have a material effect on our consolidated financial statements.

         In July 2002,  Statement of  Financial  Accounting  Standards  No. 146,
         "Accounting  for Costs  Associated  with Exit or Disposal  Activities",
         (SFAS 146) was issued and is  effective  for  periods  beginning  after
         December 31, 2002.  SFAS 146 requires,  among other things,  that costs
         associated with an exit activity (including  restructuring and employee
         and contract termination costs) or with a disposal of long-lived assets
         be recognized  when the liability has been incurred and can be measured
         at fair  value.  Companies  must  record in  earnings  from  continuing
         operations costs associated with an exit or disposal activity that does
         not involve a discontinued operation. Costs associated with an activity
         that involves a discontinued operation would be included in the results
         of discontinued  operations.  The  implementation  of the provisions of
         SFAS  No.  146  does not have a  material  effect  on the  consolidated
         financial statements.

         In December 2002,  Statement of Financial Accounting Standards No. 148,
         "Accounting  for Stock-Based  Compensation",  (SFAS No. 148) was issued
         and is effective for fiscal years  beginning  after  December 15, 2002.
         SFAS No.  148  amends  the  disclosure  requirements  of SFAS No.  123,
         "Accounting  for Stock-Based  Compensation",  (SFAS No. 123) to require
         prominent  disclosures in both interim and annual financial  statements
         about the method of accounting for  stock-based  employee  compensation
         and the effect of the method  used on  reported  results.  SFAS No. 148
         also amends SFAS No. 123 to provide  alternative  methods of transition
         for a voluntary change to the fair value based method of accounting for
         stock-based  employee  compensation.  The  Company  had  decided not to
         voluntarily  adopt the SFAS No. 123 fair value method of accounting for
         stock-based  employee  compensation.   Therefore,  the  new  transition
         alternatives  allowed in SFAS No. 148 will not affect the  consolidated
         financial statements.








                                      -13-


<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
------   ------------------------------------------------------

         New Accounting Standards (Continued)
         ------------------------------------

         In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of Statement
         133 On Derivative  Instruments  And Hedging  Activities".  SFAS No. 149
         amends and clarifies accounting for derivative  instruments,  including
         certain  derivative  instruments  embedded in other contracts,  and for
         hedging  activities  under  SFAS No.  133.  SFAS No.  149 is  generally
         effective  for contracts  entered into or modified  after June 30, 2003
         and for hedging  relationships  designated  after June 30, 2003. In May
         2003, the FASB issued SFAS No. 150,  "Accounting For Certain  Financial
         Instruments With Characteristics Of Both Liabilities And Equity".  SFAS
         No. 150 improves the accounting for certain financial  instruments that
         previously  might  have been  accounted  for as  equity.  SFAS No.  150
         required  that  those  instruments  be  classified  as  liabilities  in
         statements  of  financial  position.  SFAS  No.  150 is  effective  for
         financial  instruments entered into or modified after May 31, 2003. The
         Company  adopted  both SFAS 149 and SFAS 150 in 2003.  The  adoption of
         these standards have resulted in beneficial  conversion feature charges
         (credits) of $3,092,105 and ($756,329) in 2004 and 2005 respectively.

NOTE 2 - SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS
------   ------------------------------------------------------

         During  the  fourth  quarter  of  2005,   management   reevaluated  its
         accounting  treatment for several complex  transactions  which occurred
         during the year ended December 31, 2004. After considerable  review and
         outside  consultation,  management determined that their interpretation
         of the accounting  guidelines for these involved issues was not correct
         and thereby  their  recording of the initial  transaction  needed to be
         restated.  Accordingly,  management  has chosen to restate in this note
         the consolidated  financial  statements for the year ended December 31,
         2004, as well as the interim  reports for the quarters  ended March 31,
         June 30, and September 30, 2005.  Following are the transactions  which
         precipitated the restatements:

         (A) Goodwill associated with the acquisition of Reef Ventures, LP, (May
             2004), and the related derivative  liability for warrants issued as
             part of the purchase price. Management,  after their review of EITF
             00-19 "Accounting For Derivative Financial  Instruments Indexed To,
             and Potentially  Settled In, A Company's Own Stock",  has concluded
             that it is  necessary  to  account  for  goodwill  and the  related
             derivative  liability associated with the May 2004 acquisition (see
             Note 15). At December 31, 2004,  the net effect of this  adjustment
             results in an increase in  goodwill of  $5,200,000,  an increase in
             the derivative liability of $5,168,000,  a gain on reduction of the
             derivative  liability of $15,390,000 and a goodwill impairment loss
             of $15,358,000.


                                      -14-


<PAGE>
<TABLE>
<CAPTION>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


NOTE 2 - SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------   -----------------------------------------------------------------

         (B) Issuance of convertible  debentures with freestanding  warrants and
             embedded  beneficial   conversion   features.   Management,   after
             reviewing  SFAS  133  and  EITF  00-19,  has  determined  that  the
             convertible  debentures  issued  in  November,   2004,  contain  an
             embedded beneficial  conversion feature.  Accordingly,  at December
             31, 2004,  this charge to the statement of  operations  amounted to
             $3,092,105.

         (C) Valuation  of  stock  issued  for  services  and  financing  costs.
             Management  reviewed all stock  issued for  services and  financing
             costs in 2004, and in accordance  with the  provisions  outlined in
             EITF  96-18  and  SFAS  123,   management   increased  the  charges
             associated with these stock issuances by $4,724,750 at December 31,
             2004.

         All of the  transactions  referred to above relate to non-cash  charges
         and do not affect the Company's revenues, cash flows from operations or
         liquidity.


                    SUMMARY OF RESTATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2004
                                -----------------

                                       Previously        Restatement       Restated
                                        Reported          Adjustment         Total
<S>                                   <C>                <C>             <C>
Consolidated Balance Sheets:
   Total Assets                       $ 17,222,666 (1)   $  5,200,000    $ 22,422,666
   Total Liabilities                    12,306,107 (2)      5,168,000      17,474,107
                                      ------------       ------------    ------------
   Stockholders' Equity               $  4,916,559       $     32,000    $  4,948,559
                                      ============       ============    ============

Consolidated Results of Operations:
   Revenues                              1,883,838                  0       1,883,838
   Expenses                              8,451,280 (3,4)   23,174,855      31,626,135
                                      ------------       ------------    ------------
Net (Loss) from Operations              (6,567,442)       (23,174,855)    (29,742,297)

   Derivative Gain                               0 (5)     15,390,000      15,390,000
   Other Income                             50,260                  0          50,260
                                      ------------       ------------    ------------

Net (Loss)                            $ (6,517,182)      $ (7,784,855)   $(14,302,037)
                                      ============       ============    ============

Net (Loss) per Common Share:
    Basic and Diluted                 $      (0.12)                      $      (0.27)
                                      ============                       ============

Weighted Average Number of Common
    Shares Outstanding:
    Basic and Diluted                   53,214,230                         53,214,230
                                      ============                       ============
</TABLE>



                                      -15-


<PAGE>
<TABLE>
<CAPTION>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 2 - SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------   -----------------------------------------------------------------

                   SUMMARY OF RESTATED INTERIM REPORTS - 2005

                                     MARCH 31, 2005                                 JUNE 30, 2005
                     --------------------------------------------    --------------------------------------------
                      Previously      Restatement     Restated        Previously     Restatement      Restated
                       Reported       Adjustment        Total          Reported       Adjustment        Total
<S>                  <C>                             <C>             <C>                             <C>
ASSETS
Current Assets:
  Cash and Cash
   Equivalents       $  4,623,198            --      $  4,623,198    $  3,468,839            --      $  3,468,839
  Accounts and
   Loans Receivable       404,488            --           404,488         309,323            --           309,323
  Inventory                60,159            --            60,159          75,573            --            75,573
  Prepaid Expenses        418,362            --           418,362         302,531            --           302,531
                     ------------    ------------    ------------    ------------    ------------    ------------
    Total Current
     Assets             5,506,207            --         5,506,207       4,156,266            --         4,156,266
                     ------------    ------------    ------------    ------------    ------------    ------------
Property, Plant
 and Equipment, Net     9,245,326            --         9,245,326       9,630,591            --         9,630,591
                     ------------    ------------    ------------    ------------    ------------    ------------
Other Assets:
  Deposits                  6,608            --             6,608           6,608            --             6,608
  Deferred Charges         38,750            --            38,750               0            --                 0
  Restricted Cash          75,000            --            75,000          75,846            --            75,846
  Note Receivable         287,170            --           287,170         286,114            --           286,114
  Goodwill              1,158,937   (1) 5,200,000       6,358,937       1,158,937            --         1,158,937
                     ------------    ------------    ------------    ------------    ------------    ------------
    Total Other
     Assets             1,566,465       5,200,000       6,766,465       1,527,505            --         1,527,505
                     ------------    ------------    ------------    ------------    ------------    ------------
    Total Assets     $ 16,317,998    $  5,200,000    $ 21,517,998    $ 15,314,362    $          0    $ 15,314,362
                     ============    ============    ============    ============    ============    ============
LIABILITIES AND
 STOCKHOLDERS' EQUITY
Current
 Liabilities:
  Current
   Maturities of
   Note Payable      $    225,000    $       --      $    225,000    $    112,500    $       --      $    112,500
  Convertible
   Debenture Payable    5,000,000            --         5,000,000       2,480,000            --         2,480,000
  Accounts
   Payable and
   Accrued Expenses       438,830            --           438,830         656,302            --           656,302
  Derivative
   Liability                    0   (2) 8,062,500       8,062,500               0            --                 0
                     ------------    ------------    ------------    ------------    ------------    ------------
    Total Current
     Liabilities        5,663,830       8,062,500      13,726,330       3,248,802            --         3,248,802
                     ------------    ------------    ------------    ------------    ------------    ------------
Long-Term Debt:
Note Payable,
 less Current
 Maturities             6,592,301            --         6,592,301       4,255,990            --         4,255,990
                     ------------    ------------    ------------    ------------    ------------    ------------
    Total
     Liabilities       12,256,131       8,062,500      20,318,631       7,504,792            --         7,504,792
                     ------------    ------------    ------------    ------------    ------------    ------------
Stockholders' Equity:
  Common Stock             62,364          62,364          74,281          74,281          77,157          77,157
  Additional
   Paid-in Capital     22,918,580      13,151,198      36,069,778      28,655,789       9,531,144      38,186,933
  Subscriptions
   Receivable            (550,000)       (550,000)       (550,000)       (550,000)       (550,000)       (550,000)
  Minority Interest          --              --              --              --              --              --
  Accumulated
   Deficit            (18,369,077)    (16,013,698)    (34,382,775)    (20,370,500)     (9,531,144)    (29,901,644)
                     ------------    ------------    ------------    ------------    ------------    ------------
    Total
     Stockholders'
     Equity             4,061,867      (2,862,500)      1,199,367       7,809,570            --         7,809,570
                     ------------    ------------    ------------    ------------    ------------    ------------
Total Liabilities
 and Stockholders'
 Equity              $ 16,317,998    $  5,200,000    $ 21,517,998    $ 15,314,362    $          0    $ 15,314,362
                     ============    ============    ============    ============    ============    ============
</TABLE>
                                      -16-

<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 2 - SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------   -----------------------------------------------------------------

                   SUMMARY OF RESTATED INTERIM REPORTS - 2005


                                  SEPTEMBER 30, 2005
                     --------------------------------------------
                      Previously      Restatement
                       Reported       Adjustment         Total
ASSETS
Current Assets:
  Cash and Cash
   Equivalents       $  2,336,430            --      $  2,336,430
  Accounts and
   Loans Receivable       208,668            --           208,668
  Inventory                90,332            --            90,332
  Prepaid Expenses        208,879            --           208,879
                     ------------    ------------    ------------
    Total Current
     Assets             2,844,309            --         2,844,309
                     ------------    ------------    ------------
Property, Plant
 and Equipment, Net    10,097,779            --        10,097,779
                     ------------    ------------    ------------
Other Assets:
  Deposits                  6,708            --             6,708
  Deferred Charges              0            --                 0
  Restricted Cash         101,471            --           101,471
  Note Receivable         284,944            --           284,944
  Goodwill              1,158,937            --         1,158,937
                     ------------    ------------    ------------
    Total Other
     Assets             1,552,060            --         1,552,060
                     ------------    ------------    ------------
    Total Assets     $ 14,494,148    $          0    $ 14,494,148
                     ============    ============    ============
LIABILITIES AND
 STOCKHOLDERS' EQUITY
Current
 Liabilities:
  Current
   Maturities of
   Note Payable      $    168,750    $       --      $    168,750
  Convertible
   Debenture Payable      980,000            --           980,000
  Accounts
   Payable and
   Accrued Expenses       642,457            --           642,457
  Derivative
   Liability                    0            --                 0
                     ------------    ------------    ------------
    Total Current
     Liabilities        1,791,207            --         1,791,207
                     ------------    ------------    ------------
Long-Term Debt:
Note Payable,
 less Current
 Maturities             4,252,304            --         4,252,304
                     ------------    ------------    ------------
    Total
     Liabilities        6,043,511            --         6,043,511
                     ------------    ------------    ------------
Stockholders' Equity:
  Common Stock
  Additional
   Paid-in Capital     30,369,493       9,682,940      40,052,433
  Subscriptions
   Receivable
  Minority Interest
  Accumulated
   Deficit            (21,446,013)     (9,682,940)    (31,128,953
                     ------------    ------------    ------------
    Total
     Stockholders'
     Equity             8,450,637            --         8,450,637
                     ------------    ------------    ------------
Total Liabilities
  and Stockholders'
  Equity             $ 14,494,148    $          0    $ 14,494,148
                     ============    ============    ============


                                      -17-
<PAGE>
<TABLE>
<CAPTION>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 2 - SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------   -----------------------------------------------------------------

             SUMMARY OF RESTATED INTERIM REPORTS - 2005 (CONTINUED)



                                  Three Months Ended March 31, 2005                 Six Months Ended June 30, 2005
                            --------------------------------------------    --------------------------------------------
                             Previously                       Restated       Previously                      Restated
                              Reported       Restatement        Total         Reported       Restatement       Total
                            ------------    ------------    ------------    ------------    ------------    ------------
<S>                         <C>             <C>             <C>             <C>             <C>             <C>
Revenues:
  Gas Sales and
   Pipeline Fees            $    586,949    $       --      $    586,949    $    849,490    $       --      $    849,490
  Construction Services           41,126            --            41,126         119,121            --           119,121
                            ------------    ------------    ------------    ------------    ------------    ------------
    Total Revenues               628,075            --           628,075         968,611            --           968,611
                            ------------    ------------    ------------    ------------    ------------    ------------
Expenses:
    Cost of Sales                284,679            --           284,679         415,248            --           415,248
    Operating Expenses            66,774            --            66,774         129,137            --           129,137
    Depreciation                 115,441            --           115,441         236,395            --           236,395
    Interest                     209,787            --           209,787         393,860            --           393,860
    Beneficial Conversion
     Feature Interest                  0   (3) 4,736,843       4,736,843               0  (3)    135,789         135,789
    Sales, General
     and Administrative        1,220,911   (4)   597,500       1,818,411       3,098,570  (4)  1,578,500       4,677,070
    Impairment
     Losses                            0               0               0               0  (1)  5,200,000       5,200,000
                            ------------    ------------    ------------    ------------    ------------    ------------
    Total Expenses             1,897,592       5,334,343       7,231,935       4,273,210       6,914,289       11,187,49
                            ------------    ------------    ------------    ------------    ------------    ------------
(Loss) from
 Operations                   (1,269,517)     (5,334,343)     (6,603,860)     (3,304,599)     (6,914,289)    (10,218,888)

    Derivative Gain
     (Loss)                         --     (5)(2,894,500)     (2,894,500)           --    (5)  5,168,000       5,168,000
    Gain (Loss) on
     Equipment Sale               (3,167)           --            (3,167)         (3,167)           --            (3,167)
    Interest and
     Dividend Income              35,992            --            35,992          69,651            --            69,651
    Minority Interest               --              --              --              --              --              --
    Litigation
     Settlement                        0            --                 0               0            --                 0
                            ------------    ------------    ------------    ------------    ------------    ------------
Net (Loss)                  $ (1,236,692)   $ (8,228,843)   $ (9,465,535)    $(3,238,11)    $ (1,746,289)    $(4,984,40)
                            ============    ============    ============    ============    ============    ============
Net (Loss) Per
 Common Share,
 Basic and Diluted:         $      (0.02)   $       --      $      (0.15)   $      (0.05)   $       --      $      (0.07)
                            ============    ============    ============    ============    ============    ============
Weighted Average
 Number of Common
 Shares Outstanding:
   Basic and Diluted          61,893,359            --        61,893,359      67,941,251            --        67,941,251
                            ============    ============    ============    ============    ============    ============
</TABLE>



                                      -18-
<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2005 AND 2004

NOTE 2 - SUMMARY OF RESTATED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
------   -----------------------------------------------------------------

             SUMMARY OF RESTATED INTERIM REPORTS - 2005 (CONTINUED)



                                Nine Months Ended September 30, 2005
                            --------------------------------------------
                             Previously
                              Reported       Restatement       Total
                            ------------    ------------    ------------
Revenues:
  Gas Sales and
   Pipeline Fees            $  1,097,505    $       --      $  1,097,505
  Construction Services          119,121            --           119,121
                            ------------    ------------    ------------
    Total Revenues             1,216,626            --         1,216,626
                            ------------    ------------    ------------
Expenses:
    Cost of Sales                635,113            --           635,113
    Operating Expenses           210,545            --           210,545
    Depreciation                 360,817            --           360,817
    Interest                     503,950            --           503,950
    Beneficial Conversion
     Feature Interest                  0  (3)   (501,659)       (501,659)
    Sales, General
     and Administrative        4,022,271  (4)  2,556,200       6,578,471
    Impairment
     Losses                            0  (1)  5,200,000       5,200,000
                            ------------    ------------    ------------
    Total Expenses             5,732,696       7,254,541      12,987,237
                            ------------    ------------    ------------
(Loss) from
 Operations                   (4,516,070)     (7,254,541)    (11,770,611)

    Derivative Gain
     (Loss)                         --    (5)  5,168,000       5,168,000
    Gain (Loss) on
     Equipment Sale               (3,167)           --            (3,167)
    Interest and
     Dividend Income              96,240            --            96,240
    Minority Interest
    Litigation
     Settlement                  109,369  (4)    188,456         297,825
                            ------------    ------------    ------------
Net (Loss)                  $ (4,313,62)    $ (1,898,085)   $ (6,211,713)
                            ============    ============    ============
Net (Loss) Per
 Common Share,
 Basic and Diluted:         $      (0.06)   $       --      $      (0.09)
                            ============    ============    ============
Weighted Average
 Number of Common
 Shares Outstanding:
   Basic and Diluted          69,378,850            --        69,378,850
                            ============    ============    ============


(1)      Adjust goodwill to period ending balances.

(2)      Adjust to recognize fair value of derivative  financial  instruments as
         liabilities  at  December  31,  2004  ($5,168,000)  and  first  quarter
         adjustment  ($2,894,500)  necessitated  by  marking  to market the fair
         value of the derivative.

(3)      Adjustments associated with the issuance of convertible debentures.

(4)      Adjustments  to  recognize  the fair  value  of  services  and  related
         expenses paid for by the issuance of stock.

(5)      Adjustments to recognize the gain / (loss) on changes in the derivative
         liability when the conversion price became variable.


                                      -19-

<PAGE>
<TABLE>
<CAPTION>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003

NOTE 3 - PREPAID EXPENSES
------   ----------------

         A summary of prepaid  expenses at December  31, 2005 and  December  31,
         2004 is as follows:

                                            December 31,   December 31,
                                                2005           2004
                                            ------------   ------------

         Prepaid Expenses-Other              $     2,741   $      4,802
         Prepaid Insurance                        88,340         82,318
         Prepaid License Fee                      84,270         79,500
         Prepaid Financing                             0        310,000
         Prepaid Rent                              7,500          8,301
         Prepaid Interest                          1,087          2,567
                                            ------------   ------------
                                             $   183,938   $    487,488
                                            ============   ============

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT
------   -----------------------------

         A summary of  property,  plant and  equipment  at December 31, 2005 and
         December 31, 2004 is as follows:


                                                                             Estimated
                                               December 31,   December 31,    Economic
                                                   2005           2004          Life
                                               ------------   ------------   ---------
<S>                                            <C>            <C>            <C>
Pre-Construction Costs:
    International Crossings to Mexico          $    540,880   $     27,601   N/A
       Mexican Gas Storage Facility
           and Related Pipelines                  1,926,616        928,232   N/A
        Domestic LNG System                          18,319              0
       Propane Distribution Systems                       0        207,415   N/A
                                               ------------   ------------
             Total                                2,485,815      1,163,248
Office Furniture, Equipment and
  Leasehold Improvements                            174,412         46,141    5 Years
Pipelines - Domestic                                      0        431,560   15 Years
Pipeline - Eagle Pass, TX to Piedras
  Negras, Mexico                                  6,106,255      6,106,255   20 Years
Gas Processing Plant                                      0        186,410   15 Years
Tanks & Lines - Propane Distribution
  System                                          1,895,494      1,596,439    5 Years
Machinery and Equipment                              66,493         57,180    5 Years
Trucks, Autos and Trailers                          136,940         63,175    5 Years
                                               ------------   ------------

            Total                                10,865,409      9,650,408
Less:  Accumulated Depreciation                     823,321        564,095
                                               ------------   ------------

           Net Property, Plant and Equipment   $ 10,042,088   $  9,086,313
                                               ============   ============
</TABLE>

         Depreciation  expense for the years ended  December 31, 2005,  December
         31, 2004 and  December  31,  2003 was  $485,581,  $244,889  and $43,006
         respectively.

NOTE 5 - RESTRICTED CASH
------   ----------------

         Restricted  cash consists of  certificates of deposit to secure letters
         of credit issued to the Railroad Commission of Texas.



                                      -20-
<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003



NOTE 6 - LONG-TERM DEBT
------   --------------

         A summary of long-term  debt at December 31, 2005 and December 31, 2004
         is as follows:

                                                   December 31,   December 31,
                                                       2005           2004
                                                   ------------   ------------

         Note Payable, Secured, Interest Bearing
           at 2% Over Prime Rate, Maturing
              May 25, 2008                         $  4,496,468   $  6,731,883

         Convertible Debentures, Unsecured,
            7% Interest Bearing,
               Maturing May 18, 2006                          0      5,000,000
                                                   ------------   ------------
                                                      4,496,468     11,731,883

         Less:  Current Maturities                      225,000              0
                                                   ------------   ------------

                   Total Long-Term Debt            $  4,271,468   $ 11,731,883
                                                   ============   ============

NOTE 7 - INCOME TAXES
------   ------------

         The Company files a consolidated federal income tax return. At December
         31,  2005,  the  Company  had a net  operating  loss  carry  forward of
         approximately  $24,200,000  available to offset future federal  taxable
         income through 2025.

         The components of the deferred tax assets and  liabilities  accounts at
         December 31, 2005 are as follows:

                  Total Deferred Tax Assets          $ 8,470,000
                  Less:  Valuation Allowance           8,470,000
                                                     -----------
                  Deferred Tax Asset (Liability)     $         0
                                                     ===========

NOTE 8 - COMMON STOCK TRANSACTIONS
------   -------------------------

         On January 3, 2005,  the company  issued  200,000  shares of its common
         stock for 2005 legal fees valued at $100,000 under the 2004 Stock Grant
         and Option Plan.

         On  February  1,  2005,  the  company  issued  500,000  shares  of  its
         restricted common stock valued at $797,500 to Impact International, LLC
         pursuant to the terms of the purchase of Reef Ventures, L.P.

         On February  25,  2005,  the Company  approved  the  issuance of 60,000
         shares of its  restricted  common  stock valued at $82,000 for investor
         public relations services.

         On May 1, 2005,  the Company  issued  500,000  shares of its restricted
         common stock valued at $900,000 to Impact  International,  LLC pursuant
         to the terms of the purchase of Reef Ventures, L.P.




                                      -21-
<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


NOTE 8 - COMMON STOCK TRANSACTIONS (CONTINUED)
------   -------------------------------------

         On June 23, 2005,  the Company issued Impact  International,  LLC Seven
         Million Five Hundred Thousand  (7,500,000) common shares in response to
         Impact's  exercise of their  common  stock  purchase  warrants.  Impact
         tendered  payment  in the form of a  promissory  note in the  amount of
         $2,512,500.  The note will reduce and offset the principal balance owed
         by the Company under the Purchase and Sale Agreement dated May 25, 2004
         whereby it acquired the Eagle Pass pipeline by purchasing an additional
         73% of Reef Ventures, LP.

         On June 27, 2005, the Company authorized the issuance of 150,000 shares
         of its restricted  common stock valued at $199,500 to each of the three
         members of the Board of  Directors,  Michael R. Ward,  Ahmed  Karim and
         Carl Hessel.

         On June 27, 2005, the Company authorized the issuance of 150,000 shares
         of common stock under a 2004 non-qualified  stock grant and option plan
         which was  registered  on Form S-8,  November 5, 2004.  The shares were
         valued at $199,125  and were issued to James B.  Smith,  the  Company's
         Senior Vice President,  CFO and newly appointed  member of the Board of
         Directors.

         On July 1, 2005, the company issued  1,000,000 shares of its restricted
         common stock valued at $1,230,000  pursuant to an  employment  contract
         with an officer of the Company.

         On July 1, 2005,  the Company  issued 50,000  shares of its  restricted
         common stock valued at $61,500 pursuant to an employment  contract with
         an officer of the Company.

         On July 1, 2005,  the Company  issued 10,000  shares of its  restricted
         common stock valued at $12,150 to an employee of the Company.

         On August 18,  2005,  Tidelands  settled the legal  dispute  with L. L.
         Capital Group,  LLC whereby L. L. Capital Group,  LLC canceled  285,000
         shares of the 1,000,000 shares of the Company's restricted common stock
         which it had  received  for a one  year  consulting  contract  executed
         August 4, 2004. The 285,000 shares canceled were valued at $297,825.

         On December 20, 2005,  the Company  issued  10,000 shares of its common
         stock  valued at $8,350  under the 2004  Stock  Grant and  Option  Plan
         pursuant to an employment contract with an officer of the Company.

         On  December  20,  2005,  the  Company  issued  40,000  shares  of  its
         restricted  common  stock valued at $33,400  pursuant to an  employment
         contract with an officer of the Company.




                                      -22-
<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


NOTE 8 - COMMON STOCK TRANSACTIONS (CONTINUED)
------   -------------------------------------

         On June 14, 2005,  June 27,  2005,  July 5, 2005,  September  19, 2005,
         September  29, 2005 and November 2, 2005,  Mercator  Momentum Fund III,
         L.P., Monarch Pointe Fund, Ltd (the "Funds") and Robinson Reed, Inc. (a
         managed account of the "Funds") notified the Company of their intent to
         convert  portions of their  remaining 7%  convertible  debentures  into
         common stock which were converted as follows:

                                                           Price
                                                            Per      Number of
            Entity                              Amount     Share      Shares
            ------                              ------     -----      ------

         June 14, 2005
         -------------
         Mercator Momentum Fund, III, L.P.   $  273,600   $0.76      360,000
         Mercator Momentum Fund, L.P.           380,000    0.76      500,000
         Monarch Pointe Fund, Ltd               866,400    0.76    1,140,000

         June 27, 2005
         -------------
         Mercator Momentum Fund, III, L.P.      175,000    0.76      230,263
         Mercator Momentum Fund, L.P.           250,000    0.76      328,947
         Monarch Pointe Fund, Ltd               575,000    0.76      756,579

         July 5, 2005
         ------------
         Robinson Reed, Inc.                    200,000    0.76      263,158

         September 19, 2005
         ------------------
         Mercator Momentum Fund, L.P.            92,000    0.70      131,429
         Mercator Momentum Fund III, L.P.        60,000    0.70       85,714
         Monarch Pointe Fund, Ltd.              196,000    0.70      280,000
         Robinson Reed, Inc.                     52,000    0.70       74,286

         September 29, 2005
         ------------------
         Mercator Momentum Fund, L.P.           207,000    0.71      291,549
         Mercator Momentum Fund, III, L.P.      144,000    0.71      202,817
         Mercator Momentum Fund, Ltd.           459,000    0.71      646,479
         Robinson Reed, Inc.                     90,000    0.71      126,761

         November 2, 2005
         ----------------
         Mercator Momentum Fund, L.P.           214,000    0.76      261,579
         Mercator Momentum Fund, III, L.P.      134,900    0.76      177,500
         Monarch Pointe Fund, LTD               473,100    0.76      622,500
         Robinson Reed, Inc.                    158,000    0.76      217,895
                                             ----------           ----------
                                             $5,000,000            6,687,456
                                             ==========           ==========

         The "Funds" shares and the "Impact"  shares issued were all included in
         the  Company's  registration  statement  filed on Form  SB-2  which was
         declared  effective by the Securities & Exchange  Commission on May 27,
         2005.


                                      -23-
<PAGE>
<TABLE>
<CAPTION>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


NOTE 9 - STOCK  OPTIONS,  STOCK  WARRANTS AND SHARES  RESERVED  FOR  CONVERTIBLE
------   DEBENTURES
         -----------------------------------------------------------------------

         The  following  table  presents the activity for options,  warrants and
         shares reserved for issuance upon conversion of outstanding convertible
         debentures for the year ending December 31, 2005 and 2004:

                                                              Shares Reserved    Weighted
                                     Stock          Stock     for Convertible     Average
                                    Options        Warrants     Debentures     Exercise Price
                                  -----------    -----------    -----------    --------------
<S>                               <C>            <C>            <C>            <C>
Outstanding - December 31, 2003     2,500,000      8,516,807              0         $0.31
Granted / Issued                      250,000     10,562,141     11,111,111          0.69
Exercised                          (2,500,000)    (1,500,000)             0          0.14
                                  -----------    -----------    -----------         -----

Outstanding - December 31, 2004       250,000     17,578,948     11,111,111         $0.50
                                  -----------    -----------    -----------         -----
Granted / Issued                            0              0              0           -
Exercised / Converted                       0     (8,500,000)    (6,687,456)         0.49
Expired                                     0              0              0           -
Cancelled                                   0        (50,000)    (4,423,655)            0
                                  -----------    -----------    -----------         -----
Outstanding - December 31, 2005       250,000      9,028,948              0         $1.01
                                  ===========    ===========    ===========         =====
</TABLE>

The  2004  Non-Qualified  Stock  Grant  and  Option  Plan has  4,350,872  shares
remaining available for future issuance.

On November 18, 2004, the Company entered into a Securities  Purchase  Agreement
with Mercator  Momentum Fund, LP, Mercator Momentum Fund III, LP, Monarch Pointe
Fund,  LP,  (collectively,  "the  Funds")  and M.A.G.  Capital,  LLC  ("M.A.G.")
(formerly  Mercator Advisory Group, LLC). In exchange for $5,000,000 the Company
issued to the Funds,  7% convertible  debentures with a maturity date of May 18,
2006. As of November 2, 2005,  the  $5,000,000  of  convertible  debentures  was
converted for 6,587,456 shares of the Company's common stock.

In connection  with this  financing the Company  issued  6,578,948  common stock
warrants which expire  November 18, 2007. The warrants are exercisable at prices
ranging  from  $0.80  to  $0.87.  The  Company  granted  the  Funds  and  M.A.G.
registration rights on both groups of securities; such registration was declared
effective May 27, 2005.

                     Accounting for Stock-Based Compensation

As allowed by Statement of Financial  Accounting  Standards No. 123, "Accounting
for   Stock-Based   Compensation",   the   Company  has  elected  to  apply  the
intrinsic-value-based  method of  accounting.  Under this  method,  the  Company
measures  stock-based  compensation for option grants to employees assuming that
options  granted at market price at the date of grant have no  intrinsic  value.
Restricted  stock  awards  were valued  based on the market  price of a share of
non-restricted  stock on the  date  earned.  No  compensation  expense  has been
recognized  for  stock-based   incentive   compensation  plans  other  than  for
restricted stock awards pursuant to executive employment agreements.





                                      -24-
<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


NOTE 10 - COMMITMENT FOR SUITE LICENSE AGREEMENT
-------   --------------------------------------

         On June 4, 2004,  the Company  entered into a Suite  License  Agreement
         with the San Antonio Spurs, L.C.C. commencing July 1, 2004 for a period
         of five  years.  The annual  license fee for the first year is $159,000
         and is  subject  to a 6% per annum  price  escalation  thereafter.  The
         annual fee is payable in installments as indicated in the agreement.

         The future annual license fee commitments are as follows:

                2005                         $168,540
                2006                          178,652
                2007                          189,371
                2008                          200,733
                                             --------
                                             $737,296
                                             ========

NOTE 11 - RELATED PARTY TRANSACTION
-------   -------------------------

         The Company  executed an agreement in January 2004 with a related party
         to provide charter air transportation for its employees,  customers and
         contractors to job sites and other  business  related  destinations.  A
         $300,000 5% interest  bearing  loan due in January 2007 was made by the
         Company  regarding  the  transaction.  The loan  balance is credited by
         airtime charges at standard  industry rates offset by interest  charges
         computed on the average monthly balance. At December 31, 2005, the loan
         balance was $288,506.

NOTE 12 - LEASES
-------   ------

         The Company  entered into an operating  lease on August 1, 2003 for the
         rental  of its  executive  office at a monthly  rent of  $3,400,  which
         expired November 30, 2005.

         The Company retained  tenancy in the building under the  month-to-month
         clause until February 1, 2006. On February 1, 2006, the Company renewed
         the lease until December 31, 2007 at the same $3,400 per month rental.

         The Company's  wholly-owned  subsidiary,  Sonterra Energy  Corporation,
         entered  into a sublease  agreement  for its  executive  officers in an
         adjacent  building  for $2,500 per month  until its  renewal in October
         2005 at which  time the  monthly  rent  increased  to $3,000  per month
         through March 31, 2006.  However,  on February 1, 2006, Sonterra Energy
         Corporation  entered  into a direct  operating  lease with the building
         owner at a monthly  rental of $3,300  for a term  ending  December  31,
         2007.





                                      -25-
<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


 NOTE 12 - LEASES (CONTINUED)
--------   ------------------

         Sonterra  Energy  Corporation  previously had entered into an operating
         lease  beginning  October 1, 2004 for a propane  tank site at an annual
         rent of $10,000 expiring September 30, 2019.

         Future commitments under the operating leases are as follows:

                                 Year Ending                Total
                                -----------              ---------
                                  2006                   $  83,400
                                  2007                      90,400
                                  2008 - 2019              107,500
                                                         ---------
                          Total Minimum Lease Payments   $ 281,300
                                                         =========

         Rent expense for the years ended December 31, 2005 and 2004 was $82,300
         and $43,300, respectively.

NOTE 13 - COMMITMENTS AND CONTINGENCIES
-------   -----------------------------

         The  Company  is subject to the laws and  regulations  relating  to the
         protection  of the  environment.  The  Company's  policy  is to  accrue
         environmental and related cleanup costs of a non-capital nature when it
         is both probable that a liability has been incurred and when the amount
         can be  reasonably  estimated.  Although it is not possible to quantify
         with any degree of  certainty  the  financial  impact of the  Company's
         continuing   compliance   efforts,   management   believes  any  future
         remediation or other compliance  related costs will not have a material
         adverse  effect on the  consolidated  financial  condition  or reported
         results of consolidated operations of the Company.

NOTE 14 - LITIGATION
--------  ----------

         On January 6, 2003,  we were  served as a third  party  defendant  in a
         lawsuit titled  Northern  Natural Gas Company vs. Betty Lou Sheerin vs.
         Tidelands Oil & Gas Corporation, ZG Gathering, Ltd. and Ken Lay, in the
         150th  Judicial  District  Court,  Bexar  County,  Texas,  Cause Number
         2002-C1-16421.  The lawsuit was initiated by Northern  Natural Gas when
         it sued Betty Lou Sheerin  for her  failure to make  payments on a note
         she executed  payable to Northern in the original  principal  amount of
         $1,950,000.  Northern's  suit was filed on November 13,  2002.  Sheerin
         answered  Northern's  lawsuit  on January  6,  2003.  Sheerin's  answer
         generally denied Northern's claims and raised the affirmative  defenses
         of fraudulent inducement by Northern,  estoppel, waiver and the further
         claim that the note does not comport with the legal requirements of a







                                      -26-
<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


NOTE 14 - LITIGATION (CONTINUED)
--------  ----------------------

         negotiable instrument. Sheerin seeks a judicial ruling that Northern be
         denied  any  recovery  on  the  note.   Sheerin's   answer  included  a
         counterclaim  against  Northern,  ZG  Gathering,  and Ken Lay generally
         alleging, among other things, that Northern, ZG Gathering, Ltd. and Ken
         Lay, fraudulently induced her execution of the note. Northern has filed
         a general denial of Sheerin's counterclaims.  Sheerin's answer included
         a third party cross claim against Tidelands. She alleges that Tidelands
         entered into an agreement to purchase the Zavala  Gathering System from
         ZG  Gathering  Ltd.  and that,  as a part of the  agreement,  Tidelands
         agreed to satisfy  all of the  obligations  due and owing to  Northern,
         thereby relieving Sheerin of all obligations she had to Northern on the
         $1,950,000 promissory note in question. Tidelands and Sheerin agreed to
         delay the  Tidelands'  answer date in order to allow time for mediation
         of the case.  Tidelands  participated in a mediation on March 11, 2003.
         The case was not settled at that time.  Tidelands  answered the Sheerin
         suit on March 26,  2003.  Tidelands'  answer  denies  all of  Sheerin's
         allegations.

         On May 24 and June 16, 2004  respectively,  Betty Lou Sheerin filed her
         first and second amended original answer, affirmative defenses, special
         exceptions and second  amended  original  counterclaim,  second amended
         original  third party  cross-actions  and requests for  disclosure.  In
         these amended  pleadings,  she sued Michael Ward,  Royis Ward, James B.
         Smith, Carl Hessel and Ahmed Karim in their individual capacities.  Her
         claims  against these  individuals  are for fraud,  breach of contract,
         breach of the Uniform Commercial Code, breach of duty of good faith and
         fair  dealing and  conversion.  Sheerin has now  non-suited  her claims
         against Michael Ward, Royis Ward, and James B. Smith.

         In  September  2002,  as a  pre-closing  deposit to the purchase of the
         Zavala Gathering  System,  the Company  executed a $300,000  promissory
         note to Betty L. Sheerin, a partner of ZG Gathering,  Ltd. In addition,
         the  Company  issued  1,000,000  shares of its common  stock to various
         partners of ZG  Gathering,  Ltd. On December 3, 2003,  Sheerin  filed a
         separate lawsuit against Tidelands in the 150th District Court of Bexar
         County,  Texas on this  promissory  note  seeking  a  judgment  against
         Tidelands  for the  principle  amount of the note,  plus  interest.  On
         December 29th, 2003,  Tidelands answered this lawsuit denying liability
         on the note.  On April 1,  2004,  Tidelands  filed a plea in  abatement
         asking the court to dismiss or abate Sheerin's  lawsuit on the $300,000
         promissory  note as it was related to and its outcome was  dependent on
         the outcome of the Sheerin third party cross action  against  Tidelands
         in Cause Number 2002-C1-16421. The Company believes that the promissory
         note and  shares of common  stock  should be  cancelled  based upon the
         outcome of the litigation described above.  Accordingly,  our financial
         statements reflect this belief.





                                      -27-
<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


NOTE 14 - LITIGATION (CONTINUED)
-------   ----------------------

         On  September  15,  2004 and again on October  15,  2004  respectively,
         Sheerin  amended her  pleadings  to include a third and fourth  amended
         third  party  cross  action  against  Tidelands  adding a claim for the
         $300,000  promissory  note.  In these amended  pleadings,  Sheerin also
         deleted her claims  against Carl Hessel and Ahmed  Karim.  After adding
         the claim on the $300,000  promissory note to the third party claims of
         Sheerin against Tidelands in Cause No. 2002-C1-16421, Sheerin dismissed
         Cause Number 2002-C1-16421.

         Tidelands won a partial summary  judgment  against Sheerin as to all of
         her tort claims pled against Tidelands,  save and except only her claim
         for conversion of 500,000 shares of Tidelands stock.

         Sheerin  seeks  damages  against  Tidelands  for indemnity for any sums
         found to be due from her to Northern  Natural Gas Company,  unspecified
         amounts of actual damages,  statutory damages,  unspecified  amounts of
         exemplary  damages,  attorneys fees, costs of suit, and prejudgment and
         post judgment interest.

         On August 5,  2005,  Northern  Natural  Gas  Company  filed its  Fourth
         Amended Original Petition which, for the first time, named Tidelands as
         a  defendant  to  Northern.  Northern  seeks  to  impose  liability  on
         Tidelands  for  $1,950,000  promissory  note  signed  by  McDay  Energy
         Partners, Ltd. (the predecessor to ZG Gathering,  Ltd.) and Sheerin and
         the $1,700,000  promissory note signed by McDay only. Northern contends
         that Tidelands is alternatively  liable to Northern for payment of both
         such  promissory  notes  totaling   $3,709,914  plus  interest  because
         Northern is a third-party beneficiary under a December 3, 2001 purchase
         and sale  agreement  between  ZG and  Tidelands  claiming  that in such
         agreement  Tidelands  agreed to assume and satisfy all indebtedness due
         and owing  Northern by Sheerin and ZG.  Northern also claims that it is
         entitled  to  foreclosure  of a lien on the gas  gathering  system  and
         pipeline that was the subject of the promissory notes in question.

         On March 6,  2006,  Tidelands  won a summary  judgment  motion it filed
         against  Northern  and the court has now  dismissed  Northern's  claims
         against Tidelands.

         On November 28, 2005,  ZG  Gathering,  Ltd. and ZG Pipeline  Management
         ("ZG")  filed its answer to  Northern's  Fifth  Amended  Petition,  its
         counter-claim against Northern,  and its answer and cross claim against
         Tidelands.  ZG  contends  that  the  promissory  notes  given by ZG and
         Sheerin  to   Northern   were   procured   by   Northern's   fraudulent
         misrepresentations and it claims unspecified amounts of damages against
         Northern.  ZG's cross action against Tidelands claims Tidelands entered
         into an agreement to purchase the Zavala  Gathering  System from ZG and
         that,  as part of that  agreement,  Tidelands  agreed  to  satisfy  the
         $3,700,914  Northern indebtedness of ZG, and  to defend, indemnify, and




                                      -28-
<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003

NOTE 14 - LITIGATION (CONTINUED)
-------   ----------------------

         hold  ZG and  Sheerin  harmless  from  such  indebtedness  to pay off a
         Sheerin  loan of $300,000,  and to issue 1 million  shares of Tidelands
         stock, of which 500,000 was to be free-trading  shares.  ZG claims that
         Tidelands  breached  this  agreement by failing to satisfy the Northern
         indebtedness,  failing  to defend  and  indemnify  it from  such  debt,
         failing to pay off the $300,000 note, failing to issue the free-trading
         shares  in  Tidelands,  and by  placing  a stop  transfer  order on the
         restricted  stock  that was  issued  by  Tidelands.  ZG seeks  specific
         performance  of the  agreement,  recovery of an  unspecified  amount of
         damages, and its attorney's fees.

         Much of the  discovery  has  been  completed  at this  time.  Based  on
         investigation,  and  discovery  to date,  Tidelands  appears  to have a
         number of  potential  defenses to the claims of Sheerin  and  Northern.
         Tidelands intends to aggressively defend these lawsuits. The complexity
         of the issues in this case and the inherent uncertainties in litigation
         of this kind  prevent a more  definitive  evaluation  of the  extent of
         Tidelands' liability exposure.

         During April and May, 2005, three separate legal actions were initiated
         against  Sonterra  Energy   Corporation   (Sonterra),   a  wholly-owned
         subsidiary of the Company.  Two of the actions  concern  claims made by
         developers  against Sonterra for their failure to pay rent and easement
         use fees as a  result  of  their  asset  purchase  from  Oneok  Propane
         Distribution  Company on November 1, 2004. The third action  involves a
         claim made by a builder that Sonterra  does not have a proper  easement
         for the current use of certain property.  The Company believes that the
         three actions  filed are without merit and intend to vigorously  defend
         itself.  Litigation  regarding  these three  actions are still in their
         early stages, therefore, potential financial impacts, if any, cannot be
         determined at this time.

         In accordance with Statement of Financial  Accounting  Standards No. 5,
         "Accounting for  Contingencies,"  management has reached the conclusion
         that   there  is  a  remote   possibility   that  any  or  all  of  the
         aforementioned  claims would be upheld at trial and has also determined
         that  the  amount  of  the  claims  cannot  be  reasonably   estimated.
         Accordingly, the Company's financial statements reflect no accrual of a
         loss contingency with response to the above legal matters.

NOTE 15 - ACQUISITIONS
-------   -------------

         REEF VENTURES, L.P. TRANSACTION
         -------------------------------

         On May 25, 2004, the Company entered into a Purchase and Sale Agreement
         for Reef  Ventures,  L.P.  by and  between  Impact  International,  LLC
         ("Impact") and Coahuila Pipeline, LLC. ("Coahuila"), (jointly "Seller")
         and  Tidelands  Oil  &  Gas  Corporation   ("Tidelands")  and  Arrecefe
         Management, LLC ("Arrecefe"), (jointly "Buyer"). The transaction closed
         on June 18, 2004.





                                      -29-
<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


NOTE 15 - ACQUISITIONS (CONTINUED)
-------   ------------------------

         Purchase and Sale Agreement - Background

         Reef  Ventures,  L.P. was formed in Texas on April 16,  2003.  Coahuila
         owned one  percent  (1%) of Reef  Ventures,  L.P.  Impact was a limited
         partner of Reef  Ventures and owned  seventy-two  percent (72%) of Reef
         Ventures,  L.P. Tidelands formed Arrecefe  Management,  L.L.C., a Texas
         limited  liability  company,  to act as the  general  partner  for Reef
         Ventures, L.P. Tidelands had already owned twenty-five percent (25%) of
         Reef Ventures, L.P.

         Summary of Purchase and Sale Agreement

         The Company and Arrecefe  purchased  Impact's and  Coahuila's  units of
         interest in Reef Ventures, L.P., respectively. Impact financed the sale
         of the Reef interests by taking back a promissory  note (the "Tidelands
         Note") in the amount of $6,523,773 payable as follows:

         (a) The "Tidelands Note" bears interest at prime plus two (2%) percent.
         The note calls for quarterly interest payments during the first fifteen
         (15)  months,  and  thereafter,  principal  and  interest  would be due
         quarterly amortized over twenty (20) years, but not to exceed an amount
         equal to One  Hundred  (100%)  percent  of Reef's  net cash  flow.  All
         quarterly  interest  payments  due which are  limited by the amounts of
         Reef's net cash flow have been and will be added to the note balance if
         applicable.  The unpaid  balance of the note would be due at the end of
         the fourth year.

         (b) The Tidelands' note is secured by (i) a deed of trust (the "Deed of
         Trust")  from the  Partnership  to Impact,  covering  the  pipeline and
         related  facilities,  easements,  rights-of-way  and the Gas  Contracts
         which  comprise the project,  being that 12-inch  pipeline  Project for
         transporting  natural  gas from Eagle  Pass  Texas to  Piedras  Negras,
         Mexico, defined in the Partnership  Agreement.  The Deed of Trust would
         include a present assignment of Reef's rights to receive cash flow from
         the Gas Project which would be  exercisable by Impact only upon default
         under the Tidelands' Note, Reef guarantee,  or Reef Deed of Trust. (ii)
         a  guaranty  of  payment  and  performance  from the  Partnership  (the
         "Partnership  Guaranty"),  and  (iii) a pledge  agreement  whereby  the
         Partnership pledges to Impact its 98% membership interest in Reef.

         Minority Interest

         The  remaining  two percent (2%) of Reef  Ventures,  LP, is owned by an
         unaffiliated  third party. No value or allocation of net income or loss
         will be attributed until the total investment by existing ownership has
         been recovered.





                                      -30-
<PAGE>
<TABLE>
<CAPTION>

                         TIDELANDS OIL & GAS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003

NOTE 16 - SEGMENT REPORTING
-------   -----------------

The  following  table is a  summary  of the  results  of  operations  and  other
financial information by major segment:

2005               Propane Sales      Pipeline
                    and Related    Transportation    All Other
                     Services           Fees       and Corporate       Total

Revenue            $  1,630,246    $    231,077    $       --      $  1,861,323
Depreciation       $    116,853    $    305,313    $     63,315    $    485,481
Interest           $      2,514    $       --      $    608,849    $    611,363
Operating (Loss)   $   (380,900)   $   (164,523)   $(12,765,170)   $(13,310,593)
Total Assets       $  2,997,001    $  5,621,536    $  4,870,312    $ 13,488,849


2004                                      Natural Gas
                                           Sales and
                          Propane Sales     Pipeline
                           and Related   Transportation    All Other
                            Services         Fees        and Corporate       Total
<S>                       <C>            <C>             <C>             <C>
Revenue                   $    438,611   $  1,400,227    $       --      $  1,838,838
Depreciation              $     20,158   $    178,099    $     46,632    $    244,889
Interest                  $        300   $       --      $    300,266    $    300,566
Operating Income (Loss)   $     98,229   $   (141,502)   $(29,699,024)   $(29,742,297)
Total Assets              $  2,775,281   $  5,881,774    $ 13,765,611    $ 22,422,666
</TABLE>

2003

There was no segment reporting in 2003.


NOTE 17 - SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
-------   ----------------------------------------------------

             (Dollars in thousands, except share and per share data)

The following tables present our selected consolidated  financial information as
of the end of the periods  indicated.  The  information  below is from unaudited
consolidated financial statements.


Year Ended December 31, 2005          Mar         June       Sept        Dec
----------------------------           31          30         30          31
                                    --------    --------   --------    --------
  Revenues                          $    628    $    341   $    248    $    644
  Cost of Goods Sold                     285         130        220         368
                                    --------    --------   --------    --------
  Gross Margin                           343         211         28         276
  Operating Expenses                   6,947       3,825      1,580       1,817
  Other Income (Expense), Net         (2,862)      8,096        324          90
                                    --------    --------   --------    --------
  Net earnings (loss)               $ (9,466)   $  4,482   $ (1,228)   $ (1,451)
                                    ========    ========   ========    ========
  Basic income (loss) per share     $  (0.15)   $   0.08   $  (0.02)   $  (0.11)
  Diluted income (loss) per share   $  (0.15)   $   0.08   $  (0.02)   $  (0.11)

Year Ended December 31, 2004
----------------------------
  Revenues                          $      0    $    508   $    825    $    551
  Cost of Goods Sold                       0         498        802         209
                                    --------    --------   --------    --------
  Gross Margin                             0          10         23         342
  Operating Expenses                   1,538       4,209      3,545      20,825
  Other Income (Expense), Net              4      15,397          6          33
                                    --------    --------   --------    --------
  Net earnings (loss)               $ (1,534)   $ 11,198   $ (3,516)   $(20,450)
                                    ========    ========   ========    ========
  Basic (loss) per share            $  (0.03)   $   0.18   $  (0.02)   $  (0.34)
  Diluted (loss) per share          $  (0.03)   $   0.18   $  (0.02)   $  (0.34)





                                      -31-
<PAGE>

                         TIDELANDS OIL & GAS CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   DECEMBER 31, 2005, 2004 (RESTATED) AND 2003


NOTE 18 - SUBSEQUENT EVENTS
-------   -----------------

         During  January,  2006,  the Company  completed a private  placement of
         $6,569,750 of securities  with several  institutional  investors led by
         Palisades Master Fund, L.P. The private placement  consists of Original
         Issue Discount Convertible Debentures, convertible into common stock of
         the Company at a  conversion  price of $0.87 per share.  The  investors
         will also receive  three-year  warrants to purchase,  in the aggregate,
         2,491,975  shares of common stock of the Company at a conversion  price
         of $0.935 per share. Additional 13 month callable warrants to purchase,
         in the aggregate, 7,551,432 shares were issued to the investors with an
         exercise  price of $1.275  which  warrants  include  a forced  exercise
         provision  by the Company if certain  price and equity  conditions  are
         met.  The Company  will  receive net  proceeds of  $4,964,410  from the
         transactions.

































                                      -30-