Amendment No. 1 to Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V+CpWDhshIVxUho42nuPydPna6zgqWGpoV661CEZCzHYND863rfwRxC0LT05I+Tc ehSccFOv7Jv2yWgJ4yEEIw== 0001193125-03-069387.txt : 20031029 0001193125-03-069387.hdr.sgml : 20031029 20031029165014 ACCESSION NUMBER: 0001193125-03-069387 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031029 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IMPACT INTERNATIONAL L L C CENTRAL INDEX KEY: 0001231623 IRS NUMBER: 050564752 STATE OF INCORPORATION: OK FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 SOUTH BOULDER CITY: TULSA STATE: OK ZIP: 74119 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIDELANDS OIL & GAS CORP CENTRAL INDEX KEY: 0001088881 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 660549380 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79032 FILM NUMBER: 03964242 BUSINESS ADDRESS: STREET 1: P O BOX 270234 CITY: CORPUS CHRISTI STATE: TX ZIP: 78409 BUSINESS PHONE: 3612417748 MAIL ADDRESS: STREET 1: P O BOX 270234 CITY: CORPUS CRISITI STATE: TX ZIP: 78247 SC 13D/A 1 dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Tidelands Oil & Gas Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

886405109

(CUSIP Number)

Don Jacobsen, 111 West 5^th Street, Suite 720, Tulsa, Oklahoma 74103

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 16, 2003

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.

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 (“Act”) 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 1746(11-02)

CUSIP No. 886405109


1.	Names 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 (See Instructions) (a) ¨ The Reporting Person disclaims membership in a group. (b) ¨

3.	SEC Use Only See Item 3: Source and Amount of Funds or other condition.

4.	Source of Funds (See Instructions) See Item 3: Source and Amount of Funds

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization Oklahoma

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

The number of Shares for which the Warrant may be exercised, subject to adjustment as set forth therein, initially shall be 6,830,000, representing 19% of the issued and outstanding Common Stock of the Company on the date hereof.

8. Shared Voting Power

9. Sole Dispositive Power

10. Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person The number of Shares for which the Warrant may be exercised, subject to adjustment as set forth therein, initially shall be 6,830,000, representing 19% of the issued and outstanding Common Stock of the Company on the date hereof.

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11) up to 19%

14.	Type of Reporting Person (See Instructions) 00 (limited liability company)

CUSIP No. 886405109

Page 3

Item 1.

Security and Issuer.

This Amended Statement relates to the Common Stock of Tidelands Oil & Gas Corporation, a Nevada corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 1862 West Bitters Building #1.

Item 2.

Identity and Background.

This Amended Statement is filed by Impact International, L.L.C., an Oklahoma limited liability company (“Impact”). Impact maintains its principal office at 111 West 5^th Street, Suite 720, Tulsa, Oklahoma 74103. The principal business of Impact is the marketing, gathering and transportation of natural gas and natural gas liquids.

Impact is owned sixty-eight percent (68%) by Impact Energy Services, L.L.C., an Oklahoma limited liability company (“Impact Energy”), and thirty-two percent (32%) by Ramiiilaj, A Limited Partnership (“Ramiiilaj”). However, pursuant to the Operating Agreement of Impact (the “Operating Agreement”), as amended effective for all purposes as of April 16, 2003, the net proceeds of the Warrant received by Impact upon exercise of the Warrant will be allocated to the capital account of Impact Energy. Impact Energy is owned in equal shares by Impact Partners, LLC, an Oklahoma limited liability company (“Impact Partners”) and Potato Pipeline Company, LLC, an Oklahoma limited liability company (“Potato Pipeline”). Impact Partners is owned in forty-five percent (45%) by Donald T. Jacobsen, twenty-three percent (23%) by Larry D. Woodson, fourteen percent (14%) by Gregory L. Brooks, nine percent (9%) by Robert W. Shain, and nine percent (9%) by Chris K. Corcoran. Each of the foregoing ownership percentages has been rounded up or down to the nearest percent. The Robert A. Hefner Trust No. 1 and The Eva Hefner Trust No. 1 each own a fifty percent (50%) interest in Potato Pipeline. Impact Energy, Impact Partners, Potato Pipeline, Mr. Jacobsen, Mr. Woodson, The Robert A. Hefner Trust No. 1 and the Eva Hefner Trust No. 1 are referred to herein as the “Additional Persons.” The address for each of the Additional Persons is as set forth above for Impact.

Neither Impact nor any of the Additional Persons has been convicted in a criminal proceeding in the last five years, and during the last five years, none of them have been made a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

Item 3

Source and Amount of Funds or Other Consideration.

On April 16, 2003, Impact entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with the Issuer and Coahuilla Pipeline, L.L.C. (“Coahuilla”) whereby Impact and Coahuilla purchased from the Issuer, in the proportions of ninety-nine percent (99%) and one percent (1%) respectively, an undivided seventy-five percent (75%) membership interest in each of Reef International, L.L.C. and Reef Marketing, L.L.C. (the “Reef Entities”) for a purchase price of $1,960,867. Reef International, L.L.C. is the holder of United States, Texas and Mexico permits for the construction, ownership, operation and maintenance of a twelve inch (12”) natural gas line and a six inch (6”) liquids line (together with loading and unloading facilities) from Eagle Pass, Texas to Piedras

CUSIP No. 886405109

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Negras, Mexico. Reef Marketing, L.L.C. is engaged in the marketing, gathering and transportation of natural gas and natural gas liquids from Eagle Pass, Texas to Piedras Negras, Mexico.

Immediately after the execution of the Purchase and Sale Agreement, Coahuilla, Impact, the Issuer and Blackrock Capital Corporation entered into an Agreement of Limited Partnership (the “Partnership Agreement”) for Reef Ventures, L.P., a Texas limited partnership (the “Partnership”). The Partnership was formed to install, develop and operate a twelve inch (12”) pipeline for transporting natural gas from Eagle Pass, Texas to Piedras Negras, Mexico (the “Project”). Pursuant to the Partnership Agreement, Impact, the Issuer and Coahuilla conveyed their respective ownership in the Reef Entities to the Partnership. Pursuant to the provisions of the Partnership Agreement, Impact and Coahuilla also agreed to make additional project contributions of up to $3,315,907 and certain overhead contributions as well. The parties may also proceed with an additional phase beyond the Project, which relates to the installation and operation of a six inch (6”) pipeline for the transportation of gas liquids and the construction and operation of loading and unloading facilities, all on terms yet to be finalized.

As part of the foregoing transaction, Impact received a stock purchase warrant for the purchase of the Issuer’s Common Stock (the “Warrant”). The number of Shares for which the Warrant may be exercised, subject to adjustment as set forth therein, initially shall be 6,830,000, representing 19% of the issued and outstanding Common Stock of the Company on the date hereof. The source and amount of funds or other consideration to be used in making a purchase of Common Stock pursuant to the Warrant will be determined at the time of exercise. At the time of exercise, Impact would pay an amount equal to the Warrant Price in effect on the date of its exercise multiplied by the number of shares of Common Stock with respect to which the Warrant is being exercised. The Warrant Price is equal to the average of the closing price of the Common Stock on the over the counter market, averaged over a period of ten (10) business days following the date of the execution of the Warrant, April 16, 2003, but not to exceed $0.35 per share. Impact calculates the current Warrant Price to be $0.3335 per share. The Warrant allows for a cash-less exercise and contains anti-dilution protections. Additionally, Impact was granted certain registration rights pursuant to a Registration Rights Agreement.

Item 4

Purpose of Transaction.

The purpose of Impact’s potential acquisition of the foregoing shares of the Issuer’s Common Stock is to obtain an equity interest in the Issuer as an investment. Impact may exercise its rights under the Warrant at such times depending on Impact’s evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s Common Stock, other opportunities, general economic developments and may, depending on the same factors, sell all or part of any shares acquired pursuant to its exercise of its rights under the Warrant. Impact has no present plans or proposals relating to or that would result in any extraordinary corporate transaction such as a merger, reorganization or liquidation involving the Issuer; any sale or transfer of a material amount of assets of the Issuer; any change in the board of directors or management of the Issuer or in the number or term of directors of the Issuer or to fill any existing vacancies on the Board; any material change in the capitalization or dividend policy of the Issuer; any other material change in the Issuer’s business or corporate structure; or any change in the Issuer’s certificate of incorporation, by laws, or other actions that may impede the acquisition of control of the Issuer by any person. Furthermore, Impact has no plans to cause any class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association or to

CUSIP No. 886405109

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become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended. However, Impact reserves the right to consider from time to time the desirability of any of the actions described in this paragraph, depending upon future business and financial considerations.

Item 5

Interest in Securities of the Issuer.

(a) The number of Shares for which the Warrant may be exercised, subject to adjustment as set forth therein, initially shall be 6,830,000, representing 19% of the issued and outstanding Common Stock of the Company on the date hereof.

(b) Upon exercise of the Warrant, Impact will have sole power to vote or direct the vote and to dispose or to direct the disposition of the foregoing shares of Common Stock.

(c) Except as described herein, Impact has not, during the sixty (60) days prior to its acquisition of the aforesaid Warrant, effected any transaction in shares of the Issuer’s Common Stock.

(d) Except for the matters described in Item 2 above, Impact does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Issuer’s Common Stock Impact may acquire pursuant to exercise of the Warrant

(e) Not applicable.

Item 6

Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

Other than as described in Item 2 above, there is no contract, arrangement, understanding or relationship (legal or otherwise) among Impact and any person with respect to any securities of the Issuer, including, but not limited to, agreements relating to the transfer or voting of any securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, or the giving or withholding of proxies.

Item 7

Material to be Filed as Exhibits.

Stock Purchase Warrant for purchase of common stock in Tidelands Oil & Gas Corporation by Impact International, L.L.C. (previously filed)

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Amended Statement is true, complete and correct.

CUSIP No. 886405109

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DATED as of the 27 day of OCTOBER, 2003.

Impact International, L.L.C.

By:		Impact Energy Services, L.L.C., Manager

By:		/s/ Don Jacobsen, Manager
		Don Jacobsen, Manager

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