U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: September 20, 2004
TIDELANDS OIL & GAS CORPORATION
(Exact Name of registrant as specified in its Charter)
Nevada 0-29613 66-0549380
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State of Incorporation Commission File No. I.R.S. Employer
Identification No.
1862 West Bitters Rd. San Antonio, TX 78248
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, ( 210 ) 764 - 8642
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(Registrant's former name and address)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions below:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17CFR 240-14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240-13e-4(c))
SECTION 3- SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
On September 14, 2004, the following individuals exercised common stock
options:
(1) Michael Ward, the Company's President and Diretor, 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. Additionally,
Michael Ward was issued 500,000 common shares as additional
compensation under his employment agreement. This was a
restricted stock grant valued at Thirty-two cents per share or
$160,000.
(2) 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.
(3) 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.
(4) Samuel Simon 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.
(5) Royis Ward exercised his common stock option to purchase
500,000 common shares for $110,000 payable in full on, or
before September 14, 2005. The shares are subject to a
security agreement.
We believe these transactions are exempt under Section 4(2) of the
Securities Act of 1933, as amended. These are restricted securities under Rule
144 and may not be publicly resold unless registered for resale pursuant to an
effective registration statement or exempt from registration requirements of the
Securities and Exchange Commission. Presently, no public resale exemtpion is
available.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TIDELANDS OIL & GAS CORPORATION
Dated: September 20, 2004
/s/Michael Ward
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By: Michael Ward
Title: President