Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
SMITH JAMES B
2. Issuer Name and Ticker or Trading Symbol
TIDELANDS OIL & GAS CORP/WA [TIDE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)

1862 W. BITTERS ROAD, BLDG. #1
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2006
(Street)


SAN ANTONIO, TX 78248
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ 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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/31/2006   J4 500,000 (1) D $ 0 (1) 0 I By Limited Partnership
Common Stock             39,000 I By IRA
Common Stock             1,150,000 D  
Common Stock             360,000 (2) I By Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-recourse note with cap feature (1) (2) $ 0.8777 12/31/2006   J4   1 12/31/2006 12/31/2006 Common Stock
130,600 (2)
(1) 2 (2)
I
By Limited Partnership
Non-recourse note with cap feature (1) (2) $ 0.804 12/31/2006   J4   1 12/31/2006 12/31/2006 Common Stock
134,500 (2)
(1) 1 (2)
I
By Limited Partnership
Non-recourse note with cap feature (1) (2) $ 0.7888 12/31/2006   J4   1 12/31/2006 12/31/2006 Common Stock
234,900 (2)
(1) 0 (2)
I
By Limited Partnership

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMITH JAMES B
1862 W. BITTERS ROAD
BLDG. #1
SAN ANTONIO, TX 78248
  X     President and CEO  

Signatures

/s/ James B. Smith 01/29/2007
**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) A limited partnership holding 500,000 shares of the issuer previously pledged such shares in connection with a non-recourse loan in the aggregate amount of $289,000. The loan was funded in three separate advances at 85% of the market value of the shares on the date of each advance. The per-share loan amounts were $0.6214 (for the advance made on 11/10/2004), $0.5695 (for the advance made on 11/17/2004), and $0.5588 (for the advance made on 11/27/2004). The non-recourse loan included a "cap" feature which is described in more detail in the Reporting Person's Form 5/A filed on June 20, 2006 for the period ended December 31, 2004. On December 31, 2006, the liquidation price of the pledged shares was below each of the respective loan amounts, and therefore, the limited partnership chose to surrender the pledged shares to the lender with no further obligation.
(2) The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, if any.

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