U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Original 8-K filed November 15, 2004
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 11, 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 9.01 Financial Statements and Exhibits
(a) Financial Statements of the Business Acquired.
----------------------------------------------
On November 1, 2004, through our subsidiary, Sonterra Energy
Corporation, we entered into an Asset Purchase and Sale Agreement with Oneok
Propane Distribution Company, a division of ONEOK Propane Company, a Delaware
corporation. We purchased the assets of this division for Two Million
($2,000,000) with the effective date of October 1, 2004. The assets consist of
propane distribution systems, including gas mains, yard lines, meters and
storage tanks including all propane inventories contained therein, serving
various residential subdivisions in the Austin, Texas area.
The following are the consolidated audited financial statements for the
year ending December 31, 2003 and the reviewed financial statements for the nine
months ended September 30, 2004, for Oneok Propane Distribution Company.
ONEOK PROPANE DISTRIBUTION CO.
Audited/Reviewed Financial Statements
September 30, 2004 (Reviewed)
December 31, 2003 (Audited)
AKIN, DOHERTY, KLEIN & FEUGE, P.C.
Certified Public Accountants
ONEOK PROPANE DISTRIBUTION CO.
Table of Contents
September 30, 2004 and December 31, 2003
Page
----
Audited/Reviewed Financial Statements
Report of Independent Accountants 1
Balance Sheets 2
Statements of Operations 3
Statements of Division Equity 4
Statements of Cash Flows 5
Notes to Audited/Reviewed Financial Statements 6
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder
ONEOK Propane Distribution Co.
Corpus Christi, Texas
We have audited the balance sheet of ONEOK Propane Distribution Co. (the
Company), a division of ONEOK Propane Company, itself wholly-owned by ONEOK Inc.
as of December 31, 2003 and the accompanying statements of operations, division
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ONEOK Propane Distribution Co.
as of December 31, 2003 and the results of its operations and its cash flows for
the year then ended, in conformity with U.S. generally accepted accounting
principles.
We have reviewed the accompanying balance sheet of ONEOK Propane Distribution
Co. as of September 30, 2004, and the related statements of operations, division
equity, and cash flows for the period of nine months then ended, in accordance
with Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All information included in
these financial statements is the representation of the management of ONEOK
Propane Distribution Co.
A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
audit in accordance with U. S. generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying 2004 financial statements in order for them to be in
conformity with U. S. generally accepted accounting principles.
Akin, Doherty, Klein & Feuge, P.C.
San Antonio, Texas
December 23, 2004
-1-
ONEOK Propane Distribution Co.
Balance Sheets
September 30, December 31,
2004 2003
------------- -------------
(Reviewed) (Audited)
ASSETS
Current Assets:
Accounts receivable:
Trade, net of allowance $ 90,537 $ 65,783
Unbilled trade at period end 50,545 126,877
Inventory, propane in storage and port 76,414 91,618
Other current assets 14,403 1,356
------------- -------------
Total current assets 231,899 285,634
Property and Equipment:
Tank and lines and other equipment 2,208,106 2,129,823
Less accumulated depreciation and impairment (499,320) (104,358)
------------- -------------
Net property and equipment 1,708,786 2,025,465
Deferred Tax Assets 104,233 20,655
------------- -------------
Total Assets $ 2,044,918 $ 2,331,754
============= =============
September 30, December 31,
2004 2003
------------- -------------
(Reviewed) (Audited)
LIABILITIES AND DIVISION EQUITY
Current Liabilities:
Accounts payable $ 68,702 $ 80,541
Due to parent 67,315 8,344
Other current liabilities 11,197 --
------------- -------------
Total current liabilities 147,214 88,885
Division Equity 1,897,704 2,242,869
------------- -------------
Total Liabilities and Division Equity $ 2,044,918 $ 2,331,754
============= =============
See report of independent accountants and notes to audited/reviewed financial
statements.
-2-
ONEOK Propane Distribution Co.
Statements of Operations
Nine Months
Ended Year Ended
September 30, December 31,
2004 2003
------------- -------------
(Reviewed) (Audited)
Revenues from Propane Sales $ 776,209 $ 935,969
Other 48,092 78,129
------------- -------------
Total revenues 824,301 1,014,098
Cost of propane reserves and other 408,743 441,992
------------- -------------
Gross profit 415,558 572,106
Other Costs and Expenses:
Operating and maintenance 172,862 224,680
General and administrative 120,295 134,864
Corporate overhead charges 205,756 31,612
Other costs and expenses 57,279 72,574
Depreciation 81,962 104,358
Impairment 313,000 --
------------- -------------
951,154 568,088
------------- -------------
Net income (loss) before taxes (535,596) 4,018
Income tax expense (benefit) (190,431) 1,524
------------- -------------
Net Income (Loss) $ (345,165) $ 2,494
============= =============
See report of independent accountants and notes to audited/reviewed financial
statements.
-3-
ONEOK Propane Distribution Co.
Statements of Division Equity
Balance at January 1, 2003 (audited) $ --
Contribution from parent (audited) 2,240,375
Net income for the year (audited) 2,494
-----------
Balance at December 31, 2003 (audited) 2,242,869
Net loss for the nine months (reviewed) (345,165)
-----------
Balance at September 30, 2004 (reviewed) $ 1,897,704
===========
See report of independent accountants and notes to audited/reviewed financial
statements.
-4-
ONEOK Propane Distribution Co.
Statements of Cash Flows
Nine Months
Ended Year Ended
September 30, December 31,
2004 2003
------------- -------------
(Reviewed) (Audited)
Operating Activities
Net income (loss) $ (345,165) $ 2,494
Adjustments to reconcile net income to net
cash provided by operating activities:
Deferred taxes (83,578) (20,655)
Depreciation 81,962 104,358
Impairment 313,000 --
Changes in operating assets and liabilities:
Receivables 51,578 (11,010)
Inventory 15,204 (91,618)
Other current assets (13,047) (1,356)
Accounts payable and accrual expenses (11,839) 80,541
Other current liabilities 11,197 --
------------- -------------
Net Cash Provided by Operating Activities 19,312 62,754
Investing Activities
Purchases of property and equipment (78,283) (71,098)
------------- -------------
Net cash (used) by investing activities (78,283) (71,098)
Financing Activities
Due from parent 58,971 8,344
------------- -------------
Net Cash Provided by Financing Activities 58,971 8,344
------------- -------------
Change in cash and cash equivalents -- --
Cash at beginning of year -- --
------------- -------------
Cash at End of Year $ -- $ --
============= =============
Supplemental Disclosure of Cash Flow Information
Interest paid in cash $ -- $ --
Federal income taxes paid in cash -- --
See report of independent accountants and notes to audited/reviewed financial
statements.
-5-
ONEOK Propane Distribution Co.
Notes to Financial Statements
September 30, 2004 (Reviewed) and December 31, 2003 (Audited)
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization: ONEOK Propane Distribution Co. (the Division) was a division of
ONEOK Propane Company, itself wholly-owned by ONEOK, Inc. (the Parent),
headquartered in Tulsa, Oklahoma, through September 30, 2004. See Note B. The
Division provides propane to approximately 950 retail customers located
primarily in northwest Travis County (northwest Austin), Texas.
The Division generally places a propane storage tank near the neighborhood it
serves, then runs transmission lines underground to each customer's (home)
location. Each customer has a meter on their location and is billed monthly for
the actual amount of propane used.
Cyclical Operation: The Company's gross revenues are significantly higher in the
winter months. Most customers use propane for their heating source, but use
electricity for air conditioning. Accordingly, the `average' billings are
generally highest from December through March and lowest from June through
September.
Revenue and Cost Recognition: Customers are billed monthly based on actual usage
of propane. Cost of propane is the actual quantities used by customers, with
cost determined on a first-in, first-out basis, plus shrinkage. Revenues and
costs are estimated from the customers billing date to period end and reported
as "unbilled" in the balance sheet.
Cash and Cash Equivalents: Cash and cash equivalents consist of demand deposits
held by financial institutions. The Division generally maintains a $ -0- cash
balance, with any cash requirements being borrowed daily from the Parent, and
any cash excess being transferred to the Parent.
Accounts Receivable: Accounts receivable are reported at outstanding principal
net of an allowance for doubtful accounts of $41,318 at September 30, 2004 and
$58,203 at December 31, 2003. The Division does not charge interest on past due
accounts. The allowance for doubtful accounts is generally determined based on
an account-by-account review. Accounts are charged off when collection efforts
have failed and the account is deemed uncollectible.
Property and Equipment: Property and equipment are stated on the basis of cost.
Major renewals and betterments are charged to the property accounts while
replacements, maintenance and repairs which do not improve or extend the lives
of the respective assets are expensed. Depreciation is provided at amounts
calculated to amortize the cost of the assets over their estimated useful
economic lives (generally three to seven years for furniture, fixtures and
equipment, and 30 to 40 years for buildings) using the straight-line and
accelerated methods of depreciation. Management periodically reviews for
impairment, and during the period ended September 30, 2004 an impairment charge
of $313,000 was taken as a result of the proposed sale of assets. See note B.
Federal Income Taxes: The Division includes its operations in that of its parent
for federal tax purposes. Federal income taxes have been estimated at the
division level as if it were a separately reporting company.
Concentrations of Credit Risk: Financial instruments that potentially subject
the Division to concentrations of credit risk consist principally of temporary
cash investments and trade accounts receivables. The Division places its
temporary cash investments with financial institutions and limits the amount of
credit exposure to any one financial institution. On occasion, deposits may
exceed the FDIC insured amount. Concentrations of credit risk with respect to
trade receivables are limited due to the Division generally having a large
number of smaller balances.
Advertising: Advertising costs are expensed as incurred, and were not
significant in 2004 or 2003.
Use of Estimates: The preparation of financial statements in conformity with U.
S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
-6-
ONEOK Propane Distribution Co.
Notes to Financial Statements
September 30, 2004 (Reviewed) and December 31, 2003 (Audited)
NOTE B - ACQUISITIONS
Prior to 2003, the Division (previously known as Southern Union Company Propane)
was owned and operated by Southern Union Company, headquartered in Austin,
Texas. Effective January 1, 2003, ONEOK, Inc. purchased substantially all Texas
assets of Southern Union Company, which included the propane assets in the
Division. The Division being reported was renamed ONEOK Propane Distribution
Co., and through September 30, 2004 was operated as a division of ONEOK Propane
Company, a wholly-owned subsidiary of ONEOK, Inc. The purchase price from
Southern Union Company by ONEOK, Inc. allocated to the Division assets acquired
totaled $2,240,375, with $2,058,725 being allocated to property and equipment
based on an independent 3rd party appraisal of such assets obtained by ONEOK,
Inc. as of January 1, 2003.
Tidelands Oil & Gas Corporation, through its wholly owned subsidiary Sonterra
Energy Corporation, purchased the assets of ONEOK Propane Distribution Co. from
ONEOK Propane Company, a wholly-owned subsidiary of ONEOK, Inc. This transaction
closed on November 1, 2004 with an effective date of October 1, 2004. It is
anticipated the Division will retain substantially all of its current operations
and seek growth in similar markets in Travis and surrounding counties in Texas.
NOTE C - PARENT COMPANY TRANSACATIONS
The Division has transactions with its Parent on a daily basis. Most of these
transactions are related to the transfer of cash between the Division and the
Parent, as the Division's operating cash is generally maintained at a $ -0-
level. 100% of the Division's propane sales are with 3rd parties, and a
substantial portion of other revenues are with 3rd parties.
The balance in "Due to Parent" at period end represents the net of these cash
transfers, together with any amount due to or from the Parent for the current
income tax impact related to the Division.
NOTE D - FEDERAL INCOME TAXES
A reconciliation of expected federal income taxes to actual total federal tax
expense is as follows:
Nine Months
Ended Year Ended
September 30, December 31,
2004 2003
------------- -------------
Income (loss) before taxes $ (535,596) $ 4,018
Expected corporate rates 34% 34%
------------- -------------
Total expected federal tax expense (benefit) (182,103) 1,366
Adjustments and credits (8,328) 158
------------- -------------
Actual total federal tax expense (benefit) $ (190,431) $ 1,524
============= =============
-7-
ONEOK Propane Distribution Co.
Notes to Financial Statements
September 30, 2004 (Reviewed) and December 31, 2003 (Audited)
NOTE D - FEDERAL INCOME TAXES-continued
Actual federal income tax expense (benefit) consists of the following:
Nine Months
Ended Year Ended
September 30, December 31,
2004 2003
------------- -------------
Current expense (benefit) $ (106,853) $ 22,179
Deferred expense (benefit) (83,578) (20,655)
------------- -------------
Actual federal tax expense (benefit) $ (190,431) $ 1,524
============= =============
Current taxes due or receivable are included in the "due to parent" amount on
the balance sheet at September 30, 2004 and December 31, 2003.
Deferred federal income tax assets and liabilities result from the following
significant components:
September 30, December 31,
2004 2003
------------- -------------
Deferred tax assets
Accounts receivable $ 14,000 $ 20,000
Property and equipment 93,596 4,700
------------- -------------
Gross deferred tax assets 107,596 24,700
Deferred tax liabilities:
Various items (3,363) (4,045)
------------- -------------
Gross deferred tax liabilities (3,363) (4,045)
------------- -------------
Net deferred tax asset (liability) $ (104,233) $ 20,655
============= =============
NOTE E - CONTINGENCIES
The Company is involved in certain litigation and disputes which management
asserts are in the ordinary course of business. Tidelands Oil & Gas Corporation
and Sonterra Energy Corporation have been indemnified against loss from this
litigation and disputes through its acquisition agreement with ONEOK, Inc.
Accordingly, no amounts have been accrued in these financial statements for any
such litigation or disputes.
Management is not aware of any litigation or disputes arising since the
effective date of the acquisition with respect to the operations of ONEOK
Propane Distribution Co.
-8-
(b) Pro Forma Financial Information.
--------------------------------
The following unaudited proforma combined financial statements includes
Tideland's financial information and proforma adjustments. The balance sheet has
been presented as of September 30, 2004, reflects the acquisition of inventory
and equipment assets of Oneok Propane Distribution Company.
The proforma financial statements have been prepared utilizing the historical
financial statements of Oneok Propane Distribution Company and Tidelands Oil and
Gas Corporation and should be read in conjunction with the separate historical
periods present. The unaudited proforma balance sheet has been presented as of
September 30, 2004. The unaudited proforma statements of operations have been
presented for December 31, 2003, and September 30, 2004.
The proforma financial information is based on the purchase method of
accounting. The proforma combined statements of operation assume the acquisition
of inventory and equipment assets of Oneok Propane Distribution Company had
occurred at the beginning of the period presented in the statements. All
inter-company accounts and transactions have been eliminated.
The proforma combined financial statements do not purport to be indicative of
the financial positions and results of operations which actually would have been
obtained if the acquisition had occurred on the date indicated or the results
which may be obtained in the future. The purpose of the proforma financial
statements is to report the effect of the subsequent acquisitions and the effect
upon the reporting history of the registrant. The proforma financial statement
should be read in conjunction with audited financial statements and related
notes for the companies.
Tidelands Oil & Gas Corporation, Inc., and Oneok Propane Distribution Co.
Unaudited Proforma Consolidated Balance Sheet
September 30, 2004
Tidelands Oil Oneok Propane Proforma Proforma
& Gas Corp. Distribution Co. Adjustments Consolidated
---------------- ---------------- ---------------- ----------------
ASSETS:
Current Assets:
Cash $ 1,284,241 $ 0 $ 0 $ 1,284,241
Cash - Restricted 1,025,000 0 0 1,025,000
Accounts Receivable
Trade, Net of Allowance 9,600 90,537 (90,537) 9,600
Unbilled trade at Period End 0 50,545 (50,545) 0
Other 30,290 0 30,290
Stock Subscription Receivable 2,000,000 0 (2,000,000) 0
Inventory 0 76,414 0 76,414
Other Current Assets 144,891 14,403 (14,403) 144,891
---------------- ---------------- ---------------- ----------------
Total Current Assets 4,494,022 231,899 (2,155,485) 2,570,436
---------------- ---------------- ---------------- ----------------
Property, Plant and Equipment (Net) 7,004,041 1,708,786 0 8,712,827
---------------- ---------------- ---------------- ----------------
Other Assets:
Goodwill 673,992 0 214,800 888,792
Deposits 4,108 0 0 4,108
Deferred Charges 245,600 104,233 (104,233) 245,600
---------------- ---------------- ---------------- ----------------
Total Other Assets 923,700 104,233 110,567 1,138,500
---------------- ---------------- ---------------- ----------------
Total Assets $ 12,421,763 $ 2,044,918 $ (2,044,918) $ 12,421,763
================ ================ ================ ================
LIABILTIES, STOCKHOLDERS' EQUITY AND
PARTNERSHIP CAPITAL:
Current Liabilities:
Accounts Payable and Accrued Expenses $ 388,563 $ 68,702 $ (68,702) $ 388,563
Due to Parent 0 67,315 (67,315) 0
Other Current Liabilities 0 11,197 (11,197) 0
Current Maturities of Long-Term Debt 150,000 0 0 150,000
---------------- ---------------- ---------------- ----------------
Total Current Liabilities 538,563 147,214 (147,214) 538,563
---------------- ---------------- ---------------- ----------------
Long-Term Debt 6,523,773 0 0 6,523,773
---------------- ---------------- ---------------- ----------------
Total Liabilities 7,062,336 147,214 (147,214) 7,062,336
---------------- ---------------- ---------------- ----------------
STOCKHOLDERS' EQUITY AND PARTNERSHIP CAPITAL:
Common Stock and Division Equity 59,029 2,240,375 (2,240,375) 59,029
Additional Paid-in Capital 21,557,478 0 0 21,557,478
Subscriptions Receivable (550,000) 0 0 (550,000)
Accumulated (Deficit) (15,707,080) (342,671) 342,671 (15,707,080)
---------------- ---------------- ---------------- ----------------
Total Stockholders' Equity &
Partnership Capital: 5,359,427 1,897,704 (1,897,704) 5,359,427
---------------- ---------------- ---------------- ----------------
TOTAL LIABILTIES, STOCKHOLDERS' EQUITY
AND PARTNERSHIP CAPITAL $ 12,421,763 $ 2,044,918 $ (2,044,918) $ 12,421,763
================ ================ ================ ================
SEE ACCOMPANYING NOTES TO UNAUDITED PROFORMA CONSOLIDATED FINANCIAL STATEMENTS
Tidelands Oil & Gas Corporation, Inc., and Oneok Propane Distribution Co.
Unaudited Proforma Consolidated Statement of Operations
For the Nine Months Ended September 30, 2004
Tidelands Oil Oneok Propane Proforma Proforma
& Gas Corp. Distribution Co. Adjustments Consolidated
---------------- ---------------- ---------------- ----------------
Revenues: $ 1,332,560 $ 824,301 $ 0 $ 2,156,861
Cost of Goods Sold 1,299,518 408,743 0 1,708,261
---------------- ---------------- ---------------- ----------------
Gross Profit 33,042 415,558 0 448,600
---------------- ---------------- ---------------- ----------------
Other Costs and Expenses:
Operating and Maintenance 18,416 172,862 0 191,278
General and Administrative 4,323,313 120,295 0 4,443,608
Corporate Overhead Charges 0 205,756 0 205,756
Other Costs and Expenses 0 57,279 0 57,279
Depreciation 136,529 81,962 0 218,491
Interest 149,418 0 0 149,418
Officers and Directors Salaries & Fees 513,983 0 0 513,983
Impairment 0 313,000 0 313,000
---------------- ---------------- ---------------- ----------------
Total Other Costs and Expenses 5,141,659 951,154 0 6,092,813
---------------- ---------------- ---------------- ----------------
Loss from Operations (5,108,617) (535,596) 0 (5,644,213)
Interest Income 16,740 0 0 16,740
---------------- ---------------- ---------------- ----------------
Net Loss before Taxes (5,091,877) (535,596) 0 (5,627,473)
Income Taxes ( Benefit) 0 (190,431) 0 (190,431)
---------------- ---------------- ---------------- ----------------
Net Loss $ (5,091,877) $ (345,165) $ -- $ (5,437,042)
================ ================ ================ ================
Net (Loss) Per Common Share:
Basic $ (0.10)
================
Weighted Average Number of Common Shares
Outstanding, Basic 51,926,974
================
Net (Loss) Per Common Share:
Diluted $ (0.09)
================
Weighted Average Number of Common Shares
Outstanding, Diluted 63,310,378
================
SEE ACCOMPANYING NOTES TO UNAUDITED PROFORMA CONSOLIDATED FINANCIAL STATEMENTS
Tidelands Oil & Gas Corporation, Inc., and Oneok Propane Distribution Co.
Unaudited Proforma Consolidated Statement of Operations
For the Year Ended December 31, 2003
Tidelands Oil Oneok Propane Proforma Proforma
& Gas Corp. Distribution Co. Adjustments Consolidated
---------------- ---------------- ---------------- ----------------
Revenues: $ 178,856 $ 1,014,098 $ 0 $ 1,192,954
Cost of Goods Sold 0 441,992 0 441,992
---------------- ---------------- ---------------- ----------------
Gross Profit 178,856 572,106 0 750,962
---------------- ---------------- ---------------- ----------------
Other Costs and Expenses:
Operating and Maintenance 27,767 224,680 0 252,447
General and Administrative 2,624,132 134,864 0 2,758,996
Corporate Overhead Charges 0 31,612 0 31,612
Other Costs and Expenses 0 72,574 0 72,574
Depreciation 43,006 104,358 0 147,364
Interest 53,163 0 0 53,163
Officers and Directors Salaries & Fees 313,000 0 0 313,000
---------------- ---------------- ---------------- ----------------
Total Other Costs and Expenses 3,061,068 568,088 0 3,629,156
---------------- ---------------- ---------------- ----------------
Income (Loss) From Operations (2,882,212) 4,018 0 (2,878,194)
Gain of Partial Sale of Subsidiary 1,533,731 0 0 1,533,731
---------------- ---------------- ---------------- ----------------
Net Income / (Loss) Before Taxes (1,348,481) 4,018 0 (1,344,463)
Income Taxes ( Benefit) 0 1,524 0
1,524
---------------- ---------------- ---------------- ----------------
Net Income / (Loss) $ (1,348,481) $ 2,494 $ 0 $ (1,345,987)
================ ================ ================ ================
Net (Loss) Per Common Share:
Basic
(Loss) from Operations $ (0.07)
Gain-Extraordinary Item 0.04
----------------
Total $ (0.03)
================
Weighted Average Number of Common Shares
Outstanding, Basic 39,254,316
================
Net (Loss) Per Common Share:
Diluted
(Loss) from Operations $ (0.06)
Gain-Extraordinary Item 0.03
----------------
Total $ (0.03)
================
Weighted Average Number of Common Shares
Outstanding, Diluted 44,764,219
================
SEE ACCOMPANYING NOTES TO UNAUDITED PROFORMA CONSOLIDATED FINANCIAL STATEMENTS
Tidelands Oil & Gas Corporation, Inc., and Oneok Propane Distribution Co.
Notes to Unaudited Proforma
Consolidated Financial Statements
NOTE 1 - PROFORMA ADJUSTMENTS
Subsequent to September 30, 2004, Tidelands Oil & Gas Corporation, Inc.,
collected the $2,000,000 stock subscription receivable. These funds were
utilized for the transaction to acquire the inventory and property and equipment
assets of Oneok Propane Distribution Co. which was effective as of October 1,
2004, although closed in early November.
The Book Value of the assets acquired as of the effective date was as follows:
Inventory $ 76,414
Property and Equipment 1,708,786
----------
$1,785,200
Add Goodwill 214,800
----------
Total $2,000,000
==========
All other assets, all liabilities, division capital and accumulated deficit of
the Oneok Propane Distribution Co. were eliminated.
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: January 11, 2005
/s/ Michael Ward
-------------------------------
By: Michael Ward
Title: President