SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                ----------------

                                 SCHEDULE 13D
                                (Rule 13d-101)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                 RULE 13d-2(a)

                              (Amendment No. 5)(1)


                           Tidelands Oil & Gas Corp.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   886405109
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                 Robert S. May
                        6305 Waterford Blvd., Suite 300
                         Oklahoma City, Oklahoma 73118
                                 (405) 858-9800
--------------------------------------------------------------------------------
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)


                                 June 23, 2005
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box [_].


          Note:  Schedules filed in paper format shall include a signed original
     and five copies of the schedule, including all exhibits. See Rule 13d-7 for
     other parties to whom copies are to be sent.

                         (Continued on following pages)

---------------

(1)  The  remainder  of this  cover  page  shall be filled  out for a  reporting
     person's  initial  filing on this form with respect to the subject class of
     securities,  and for any subsequent amendment containing  information which
     would alter disclosures provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the  liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).



CUSIP No.886405109                   13D

________________________________________________________________________________
1    NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Impact International, L.L.C.
EIN:  05-0564752
________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)  [_]
                                                                 (b)  [_]
________________________________________________________________________________
3    SEC USE ONLY

________________________________________________________________________________
4    SOURCE OF FUNDS*

                                                                              00
________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 
     PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]

________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION

                                                                        Oklahoma
________________________________________________________________________________
               7    SOLE VOTING POWER
                    
  NUMBER OF                                                            9,199,980

   SHARES      _________________________________________________________________
               8    SHARED VOTING POWER
BENEFICIALLY        
                                                                               0
  OWNED BY          
               _________________________________________________________________
    EACH       9    SOLE DISPOSITIVE POWER
                    
  REPORTING                                                            9,199,980
                    
   PERSON      _________________________________________________________________
               10   SHARED DISPOSITIVE POWER
    WITH            
                                                                               0
________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                                                       9,199,980
________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

                                                                      [_]
________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                                                     Up to 14.9%
________________________________________________________________________________
14   TYPE OF REPORTING PERSON*

                                                                              00
________________________________________________________________________________


________________________________________________________________________________
Item 1. Security and Issuer.

     This Schedule 13D relates to common stock ("Common Stock") of Tidelands Oil
& Gas Corporation,  a Nevada  corporation  (the "Issuer"),  including the Common
Stock that Impact International, L.L.C. ("Impact).
________________________________________________________________________________
Item 2. Identity and Background.

     (a)  Name: This Schedule 13D is filed by Impact  International,  L.L.C., an
          Oklahoma limited liability company.

     (b)  Principal business address: The principal business address and address
          of the principal  officers of Impact is 6305  Waterford  Blvd.,  Suite
          300, Oklahoma City, Oklahoma 73118.

     (c)  Criminal  convictions:  Impact  has not been  convicted  in a criminal
          proceeding  (excluding  traffic violation or similar  misdemeanors) in
          the last five years.

     (d)  Civil  Proceedings:  Impact has not been a party to a civil proceeding
          of a judicial or administrative body of competent  jurisdiction in the
          last five years as a result of which such  person was or is subject to
          a judgment,  decree or final order enjoining future  violations of, or
          prohibiting  or  mandating  activities  subject  to  federal  or state
          securities laws, or finding any violation with respect to such laws.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.

     Impact was the holder of the Warrant which was  originally  issued on April
26, 2003.  The Warrant was amended  effective May 26, 2004 in connection  with a
transaction  by  which  Impact  sold  its  seventy-two   percent  (72%)  limited
partnership interest in Reef Ventures, L.P. to the Issuer pursuant to a Purchase
and  Sale  Agreement  effective  as of May 25,  2004  (the  "Purchase  and  Sale
Agreement").  The final conditions to closing of the Purchase and Sale Agreement
were satisfied on June 18, 2004.

     Under the amended terms of the Warrant, 7,500,000 shares of Common Stock of
the Issuer  ("Shares")  remained issuable under the Warrant at an exercise price
is $0.335 per Share. Pursuant to the terms of the Warrant as amended, the Issuer
agreed  to  use  its  best  efforts  to  file  a  registration   statement  (the
"Registration  Statement") with the Securities and Exchange Commission under the
Registration  Rights  Agreement  between  the Issuer and Impact  dated April 16,
2003, as amended  relating to the Shares acquired by Impact under the Warrant as
amended. On December 17, 2004, the Issuer filed a Registration Statement on Form
SB-2,  which was  subsequently  amended  on April  20,  2005.  The  Registration
Statement  became  effective  on April 15,  2005.  Pursuant  to the terms of the
Warrant,  after the Registration Statement became effective Impact exercised the
Warrant  for  $7,500,000  shares  Impact  tendered  payment  in  the  form  of a
promissory note in the amount of $2,512,000. The note will reduce and offset the
principal  balance  owed to Impact by the  Issuer  under the  Purchase  and Sale
Agreement.
________________________________________________________________________________
Item 4. Purpose of Transaction.

     No change.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.

     (a)  As of June 23, 2005,  Impact owned an  aggregate  principal  amount of
          9,199,980 shares of the Issuer's Common Stock.

     (b)  Impact  has the sole power to direct  the  disposition  and direct the
          vote of all 9,199,980 shares of Common Stock that it owns.

     (c)  Impact has effected the following  transactions in the Issuer's Common
          Stock in the last sixty (60) days:

           (i) On May 9, 2005,  Impact was issued 500,000 shares of the Issuer's
               Common Stock on a net issue basis (i.e., without payment of cash)
               pursuant to the terms of the Warrant.

          (ii) On June 3, 2005, Impact sold 32,000 shares at prices ranging from
               $1.67 to $1.75 per share.

         (iii) On June 6, 2005, Impact sold 4,000 shares at prices ranging from
               $1.62 to $1.68 per share.

          (iv) On June 7, 2005,  Impact sold 2,500 shares at prices ranging from
               $1.60 to $1.67 per share. (v) On June 8, 2005,  Impact sold 1,000
               shares at $1.63 per share.

     (d)  None.

     (e)  None.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
        Securities of the Issuer.

     No change.

________________________________________________________________________________
Item 7. Materials to be Filed as Exhibits.

     None
________________________________________________________________________________

                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                                          IMPACT INTERNATIONAL, L.L.C.


                                          By:  JERRY L. WILLIAMS
                                               Jerry L. Williams, Manager