U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 8-K/A

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                        Date of Report: December 2, 2004



                         TIDELANDS OIL & GAS CORPORATION
             (Exact Name of registrant as specified in its Charter)



       Nevada                        0-29613                      66-0549380
----------------------          ------------------            ------------------
State of Incorporation          Commission File No.           I.R.S. Employer
                                                              Identification No.

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



Registrant's telephone number, (   210   )       764      -    8642   
                               -----------  -------------   -----------



                     (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))



Item 9.01   Financial Statements and Exhibits.

         This report amends that Current Report filed on November 22, 2004.

(c)      Exhibits

Item Number       Description

10.1              Securities Purchase Agreement
10.2              7% Convertible Debenture Mercator Momentum Fund, LP
10.3              7% Convertible Debenture Mercator Momentum Fund III, LP
10.4              7% Convertible Debenture Monarch Pointe Fund, LP
10.5              Registration Rights Agreement
10.6              Warrant to Purchase  Common Stock  Mercator  Momentum Fund, LP
                  $0.87
10.7              Warrant to Purchase  Common Stock  Mercator  Momentum Fund, LP
                  $0.80
10.8              Warrant to Purchase  Common Stock Mercator  Momentum Fund III,
                  LP $0.87
10.9              Warrant to Purchase  Common Stock Mercator  Momentum Fund III,
                  LP $0.80
10.10             Warrant to Purchase  Common Stock  Monarch  Pointe Fund,  Ltd.
                  $0.87
10.11             Warrant to Purchase  Common Stock  Monarch  Pointe Fund,  Ltd.
                  $0.80
10.12             Warrant to Purchase Common Stock Mercator  Advisory Group, LLC
                  $0.87
10.13             Warrant to Purchase Common Stock Mercator  Advisory Group, LLC
                  $0.80





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: December 2, 2004


                                                  /s/ Michael Ward
                                                 -------------------------------
                                                 By: Michael Ward
                                                 Title: President