UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D. C.
20549













FORM
10-K /A










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


EXCHANGE
ACT OF 1934




For the year ended:December
31, 2007




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
              incorporation or
      organization)
            (I.
      R. S. Employer Identification
No.)





1862 West Bitters
Rd.,San
Antonio,TX78248


(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 o   No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d)  Yes o   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
o




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K 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.o




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   oAccelerated
filer   o 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 o  No x




The
aggregate market value of the issuer's common stock held by non-affiliates was
$7,227,149 based on the closing sales price as reported by the NASD OTC
Electronic Bulletin Board on April 1, 2008.




As of April 1, 2008, there were
178,739,345 shares of the issuer's common stock outstanding.





Documents
Incorporated By Reference: None











TIDELANDS
OIL & GAS CORPORATION
 
 FORM
10-K/A
  
 Explanatory
Note
  Tidelands Oil &
Gas, Inc. is filing this Amendment No. 1 on Form 10-K/A to its Form 10-K for the
year ended December 31, 2007 to include as an exhibit the consent of Baum &
Co. P.A.
 
 This
Form 10-K/A does not otherwise amend the Company’s original Form
10-K.
 
 
 ITEM
15.                      EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
  The
following exhibits are to be filed as part of this 10-K/A:
 
 EXHIBIT NO.
              
              DESCRIPTION OF EXHIBIT
              
              LOCATION OF EXHIBIT23.2
              
              Consent
      of Baum & Co. P.A.
              
              Included
      with this filing31.1
              
              Chief
      Executive Officer and Chief Financial Officer Section 302 Certification
      pursuant to Sarbanes - Oxley Act
              
              Included
      with this filing32.1
              
              Chief
      Executive Officer and Chief Financial Officer -Section 906 Certification
      pursuant to Sarbanes-Oxley Act
              
              Included
      with this filing




SIGNATURES
 
 In
accordance with the Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, as of April 18, 2008.
 
 Tidelands Oil & Gas
Corporation
 
 
 By: /s/ James B.
Smith
 James
B. Smith
 President
CEO, CFO and Director
 ___________________________
 
 Pursuant
to the requirements of the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
  Signature
                
                Title
                
                Date/s/ James B.
      Smith
                
                President,
      CEO, CFO and Director
                
                April
      18, 2008James
      B. Smith/s/ Ahmed
      Karim
                
                Director
                
                April
      18, 2008Ahmed
      Karim/s/ Carl
      Hessel
                
                Director
                
                April
      18, 2008Carl
      Hessel