tide-8k592008.htm
UNITED
STATES
SECURITIES
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 9,
2008
TIDELANDS
OIL & GAS CORPORATION
(Exact
name of registrant as specified in its charter)
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Nevada
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000-29613
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66-0549380
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(State
of organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1862
West Bitters Rd.
San Antonio, TX
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78248
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
Telephone Number, including area code: (210) 764
- 8642
Former
name or former address, if changed since last report:
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a- 12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement
Effective May 9, 2008, Tidelands Oil
& Gas, Inc. (“Company”) entered into a Securities Purchase Agreement
(“Purchase Agreement”) with Golden Gate Investors Inc. (“Golden Gate”) which
provided for the issuance and sale by the Company of up to $3 million of 6%
convertible debentures, with the initial issuance of a $1 million debenture
(“Debenture”) and the payment of cash by Golden Gate of $200,000 and issuance by
Golden Gate to the Company of a $800,000 promissory note (“Note”). The Purchase
Agreement provides Golden Gate with the right to lend, in two separate $1
million fundings, an additional $2 million to the Company through advancing cash
of $200,000 and issuing a note for the balance, similar to the Note. The Company
has the right until August 8, 2008, to redeem, at a price equal to the principal
and accrued interest, the Debenture provided that no event of default has
occurred. The Debenture is unsecured and bears interest at the annual rate of
6%, payable monthly, with the principal amount due on May 9, 2011. The Debenture
is convertible at a per share equal to the lesser of $.50 or 80% of the average
of the three lowest volume weighted average prices during the twenty trading
days prior to Golden Gate’s election to convert. The Note is secured and bears
interest at the annual rate of 6.25%, payable monthly, with the principal
amount due on May 31, 2011. Golden Gate has the option to prepay this note,
subject to the satisfaction of certain conditions.
Item
3.02 Unregistered
Sales of Equity Securities
As more
fully described in Item 1.01, the Debenture is convertible into Company common
stock, the amount of which can’t be predicted at this time. The Company received
gross proceeds of $200,000; there were no sales commissions paid. The
offer and sale was made without registration under the Act, or the
securities laws of certain states, in reliance on an exemption provided by
Section 4(2) of Act and Regulation D under the Act and in reliance on a
similar exemption under applicable state law.
Item
8.01 Other
Events
On May
12, 2008, in exchange for prior advances, the Company issued to James B. Smith,
the Company’s President, an unsecured promissory note in the principal amount of
$150,000, bearing interest at the rate of 8% per annum, which amount is due upon
demand, and if no demand is made, on August 31, 2008.
Item
9.01 Financial
Statements and Exhibit
(c) Exhibits
The
following exhibits are to be filed as part of this 8-K:
EXHIBIT
NO. IDENTIFICATION
OF EXHIBIT
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.
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TIDELANDS
OIL & GAS CORPORATION
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Date:
May 14, 2008
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By:
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/s/ James B.
Smith
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James
B. Smith, |
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President
& Chief Executive Officer |
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EXHIBIT
INDEX
EXHIBIT
NO. IDENTIFICATION
OF EXHIBIT