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: June 22, 2005



                         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 8.01         Other Events

MERCATOR PARTIAL DEBENTURE CONVERSION

         On June 14, 2005,  Mercator Momentum Fund, L.P., Mercator Momentum Fund
III,  L.P. and Monarch  Pointe Fund,  Ltd.  (the  "Funds")  notified us of their
intent to convert a portion of their 7% Debentures into common stock as follows:

     o    Mercator  Momentum Fund converted  $380,000  Dollars of 7% Convertible
          Debentures  into 500,000 common shares at the "Ceiling Price" of $0.76
          per share.  The principal  balance of the Debenture after this partial
          debenture conversion is $763,000 Dollars.

     o    Mercator   Momentum  Fund  III  converted   $273,000   Dollars  of  7%
          Convertible  Debentures  into  360,000  common  shares at the "Ceiling
          Price" of $0.76 per share.  The  principal  balance  of the  Debenture
          after this partial debenture conversion is $513,900 Dollars.

     o    Monarch  Point  Fund  converted  $866,400  Dollars  of 7%  Convertible
          Debentures  into  1,140,000  common  shares at the "Ceiling  Price" of
          $0.76 per share.  The principal  balance of the  Debenture  after this
          partial debenture conversion is $1,703,100 Dollars.

         On June 22, 2005, we issued these common shares to the Funds.

IMPACT INTERNATIONAL, LLC

         On June 23, 2005, we 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 $2,512,000.  The note will reduce and offset
our principal  balance owed under the Purchase and Sale Agreement  dated May 25,
2004 whereby we acquired the Eagle Pass pipeline.

         The  Mercator  and Impact  shares  were  included  in our  registration
statement  filed on Form SB-2 which was declared  effective by the  Securities &
Exchange Commission on May 27, 2005.


        

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: June 23, 2005


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