U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                        Under the Securities Act of 1933


                         TIDELANDS OIL & GAS CORPORATION
               (Exact Name of Registrant as specified in charter)



        Nevada                                             66-0549380        
------------------------                       ---------------------------------
(State of Incorporation)                       (IRS Employer Identification No.)



                  1862 West Bitters Rd., San Antonio, TX 78248
                    (Address of principal executive offices)


                               1862 W. Bitters Rd.
                              San Antonio, TX 78248
                                 (210) 764-8642

                 2004 Non-Qualified Stock Grant and Option Plan
                            (Full Title of the Plan)

                             Michael Ward, President
                               1862 W. Bitters Rd.
                              San Antonio, TX 78248
                                 (210) 764-8642
                                                                              
                     (Name and Address of agent for Service

                                 (210) 764-8642
                                                                              
          (Telephone number, including area code for agent for service)



                         CALCULATION OF REGISTRATION FEE


                                  Proposed         Proposed
Title of        (1)               maximum          maximum
securities      Securities        offering         aggregate        Amount of
to be           to be             price per        offering         Registration
registered      registered        share (2)        price (2)        Fee (3)
----------      ----------        -----            ---------        ---
Common          5,000,000         $0.87            $4,350,000       $551.15
$.001 par       shares                                                     
value           


(1) Includes an  indeterminate  number of additional  shares which may be issued
pursuant  to the  above  plan as a  result  of any  future  stock  split,  stock
dividend, or similar adjustment.

(2)  Estimated  pursuant to Rule 457(c) solely for purposes of  calculating  the
amount of the  registration  fee,  based  upon the  average  of the high and low
prices reported on November 1, 2004 as reported on the NASD OTC Bulletin Board.




                                EXPLANATORY NOTE

         In  accordance  with  the  instructional  Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
in Part I of Form S-8 has been omitted from this Registration  Statement on Form
S-8 for offers of Common Stock pursuant to the Plan.


                                     PART II

Item 3.  Incorporation of Documents by Reference

         The  following  documents,  which are on file with the  Securities  and
Exchange  Commission (the  "Commission"),  are incorporated in this registration
statement by reference:

(a)      All reports  filed  pursuant to Section  13(a) or 15(d) of the Exchange
         Act,  including but not limited to the Company's  Annual Report on Form
         10-KSB for the year ending December 31, 2003, interim quarterly reports
         on Form 10-QSB for the periods  ending March 31, 2004 and June 30, 2004
         and Current Reports of Forms 8-K.

         In addition,  all  documents  subsequently  filed  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing  of a  post-effective  amendment  to  the  registration  statement  which
indicates that all of the shares of common stock offered have been sold or which
de-registers  all of the  shares  then  remaining  unsold,  will be deemed to be
incorporated by reference in the registration  statement and to be a part hereof
from the date of filing of the documents.  Any statement contained in a document
incorporated or superceded for purposes of this registration  statement,  to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supercedes  such  statement.  Any such  statement  so  modified or
superceded  will  not  be  deemed,  except  as so  modified  or  superceded,  to
constitute a part of this registration statement.


Item 4. DESCRIPTION OF SECURITIES

         Not  applicable,  the class of  securities  to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.


Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters in connection  with this  registration  statement
will be passed upon for Tidelands Oil & Gas  Corporation  by Wilson Law Offices.
Mr. Wilson is a shareholder of the Company. This plan registers shares which may
be issued for legal services rendered to the company in the future.


Item 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         Article Twelve of the Company's Articles of Incorporation provides that
the Company's directors and officers will not have any personal liability to the
Company  or its  stockholders  for  damages  for breach of  fiduciary  duties as
directors or officers.  This provision does not alleviate or limit any liability
of an  officer or  director  for acts or  omissions  which  involve  intentional
misconduct,  fraud or a knowing violation of the law or the payment of dividends
in violation of the Nevada Revised  Statutes.  This article does not provide for
the  Company  to   indemnify   the   officers  or   directors,   however,   such
indemnification may be implied. Sections 78.751 and 78.752 of the Nevada General
Corporation  Law authorize a corporation to indemnify its  directors,  officers,
employees,  or agents in terms sufficiently broad to permit such indemnification
under certain  circumstances for liabilities  (including  provisions  permitting
advances for expenses incurred) arising under the 1933 Act.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.





Item 8. EXHIBITS.

         The  following   documents  are  incorporated  by  reference  from  the
Company's  Periodic  Report  filings,  SEC File #  0-29613,  as  filed  with the
Securities & Exchange Commission.

Exhibit Number             Description

    (3.1)*                 Articles  of  Incorporation  of  Tidelands  Oil & Gas
                           Corporation, formerly C2 Technologies, Inc.
    (3.2)*                 Certificate of Amendment of Articles of Incorporation
                           of  Tidelands  Oil &  Gas  Corporation,  formerly  C2
                           Technologies, Inc. 
    (3.3)*                 By-Laws  
    (5.0)                  Opinion  of Counsel  regarding  the  legality  of the
                           securities   registered   under   this   Registration
                           Statement   
    (10)                   2004 Non-Qualifed Stock Grant and Option Plan   
    (23.0)                 Consent of Independent Certifying Public Accountant

-------------------
* Previously filed.


Item 9. UNDERTAKINGS.

        The undersigned registrant hereby undertakes:

         (1) To file,  during  any  period in which  offers  and sales are being
made, a post-effective  amendment to this registration  statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (4)  That,  for  purposes  of  determining   any  liability  under  the
Securities Act of 1933, each filing of the  registrant's  annual report pursuant
to Section 13(a) or Section 15(d) of the  Securities  Exchange Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (5) Insofar as indemnification for liabilities under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the Act, and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

       




                            SIGNATURES


         In accordance  with Section 12 of the Securities  Exchange Act of 1934,
the registrant caused this registration  statement to be signed on its behalf by
the undersigned, who are duly authorized.

Dated: November 2, 2004

                                           TIDELANDS OIL & GAS CORPORATION
                                                     a Nevada corporation


                                            /s/ Michael Ward 
                                           -------------------------------------
                                           Michael Ward
                                           President, Director


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: November 2, 2004                      /s/ Michael Ward               
                                           -------------------------------------
                                           Michael Ward, President, Director



                                            /s/ Ahmed Karim 
                                           -------------------------------------
                                           Ahmed Karim, Vice President, Director