Edgar Filing: TIDELANDS OIL & GAS CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

IMPACT INTERNATIONAL L L C

2. Issuer Name and Ticker or Trading Symbol
TIDELANDS OIL & GAS CORP [TIDE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

6305 WATERFORD BOULEVARD, S. 300

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2005

(Street)

OKLAHOMA CITY, OK 73118

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/03/2005		S		11,000	D	$ 1.75	$ 19,249.19	D ⁽¹⁾ ⁽²⁾
Common Stock	06/03/2005		S		2,000	D	$ 1.73	$ 3,459.85	D ⁽¹⁾ ⁽²⁾
Common Stock	06/03/2005		S		12,000	D	$ 1.72	$ 20,639.13	D ⁽¹⁾ ⁽²⁾
Common Stock	06/03/2005		S		2,000	D	$ 1.71	$ 3,419.85	D ⁽¹⁾ ⁽²⁾
Common Stock	06/03/2005		S		5,000	D	$ 1.67	$ 8,309.65	D ⁽¹⁾ ⁽²⁾
Common Stock	06/06/2005		S		500	D	$ 1.62	$ 809.96	D ⁽¹⁾ ⁽²⁾
Common Stock	06/06/2005		S		500	D	$ 1.63	$ 814.96	D ⁽¹⁾ ⁽²⁾
Common Stock	06/06/2005		S		500	D	$ 1.64	$ 819.96	D ⁽¹⁾ ⁽²⁾
Common Stock	06/06/2004		S		1,000	D	$ 1.65	$ 1,649.92	D ⁽¹⁾ ⁽²⁾
Common Stock	06/06/2005		S		500	D	$ 1.66	$ 829.96	D ⁽¹⁾ ⁽²⁾
Common Stock	06/06/2005		S		500	D	$ 1.67	$ 834.96	D ⁽¹⁾ ⁽²⁾
Common Stock	06/06/2005		S		500	D	$ 1.68	$ 839.96	D ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
IMPACT INTERNATIONAL L L C 6305 WATERFORD BOULEVARD, S. 300 OKLAHOMA CITY, OK 73118		X
HEFNER ROBERT A III 6305 WATEFORD BLVD SUITE 300 OKLAHOMA CITY, OK 73118		X
RAMIIILAJ A LIMITED PARTNERSHIP 6305 WATERFORD BLVD SUITE 300 OKLAHOMA CITY, OK 73118		X
HEFNER INVESTMENT CO 6305 WATERFORD BLVD SUITE 300 OKLAHOMA CITY, OK 73118		X
MAY ROBERT S 6305 WATERFORD BLVD SUITE 300 OKLAHOMA CITY, OK 73118		X

Signatures

IMPACT INTERNATIONAL, LLC by Ramiiilaj A Limited Partnership, Manager, by Hefner Investment Company, General Partner, by ROBERT S. MAY		06/07/2005
^**Signature of Reporting Person		Date
ROBERT A. HEFNER		06/07/2005
^**Signature of Reporting Person		Date
RAMIIILAJ A LIMITED PARTNERSHIP by ROBERT S. MAY		06/07/2005
^**Signature of Reporting Person		Date
HEFNER INVESTMENT COMPANY by ROBERT S. MAY		06/07/2005
^**Signature of Reporting Person		Date
ROBERT S. MAY		06/07/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Impact International is the beneficial owner as that term is used in Section 4(b)(v) of the General Instructions for filing of Form 4. Impact International is owned sixty-eight perent (68%) by Impact Partners, L.L.C., an Oklahoma limited liability company ("Impact Partners"), and thirty-two percent (32%) by Ramiiilaj, A Limited Partnership ("Ramiiilaj"). Impact Partners acquired its ownership in Impact International from Impact Energy, LLC effective December 31, 2004. With certain exceptions, the owners of Impact International have agreed that all net proceeds of the Warrant and underlying Common Stock received by Impact International will be allocated and distributed to Ramiiilaj until it receives repayment of certain loans it has made to Impact International and thereafter will be allocated and distributed 75% to Ramiiilaj and 25% to Impact Partners.
(2)	The right of Impact Partners to receive future allocations and distributions has been assigned to the following individuals in the percentages shown: Donald T. Jacobson - forty-five percent (45%), Larry D. Woodson - twenty-three percent (23%), Gregory L. Brooks - fourteen percent (14%), Robert A. Shain - nine percent (9%), and Chris K. Corcoran - nine percent (9%). Each of the foregoing percentages has been rounded up or down to the nearest percent. Ramiiilaj is owned 99.7% by Robert A. Hefner III. The address for each of the foregoing persons is as set forth above for Impact.
Remarks: Ramiiilaj is the Manager of Impact International. Hefner Investment Company is the General Partner of Ramiiilaj and Robert A. Hefner III and Robert S. May are executive officers of Hefner Investment Company. Ramiiilaj, Hefner Investment Company, Mr. Hefner and Mr. May are deemed to be beneficial owners of the securities owned by Impact Internatinal due to their positions with either Impact, Ramiiilaj or Hefner Investment Company. Each of Ramiiilaj, Hefner Investment Company, Mr. Hefner and Mr. May disclaims any beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein.

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