Item
4.01 Change in
Registrant’s Certifying Accountant
(a)
On
June 28, 2007, the Board of Directors of Tidelands Oil and Gas Corporation
(the
“Company”) made the decision to change accountants from Baum & Company, P.A.
to RBSM, LLP, a member firm of Russell Bedford International with offices
in New
York, NY, Washington, DC and Philadelphia, PA . The reports of Baum &
Company, P.A. dated April 13, 2007 and April 14, 2006, on our condensed
consolidated financial statements for the years ended December 31, 2006 and
December 31, 2005, did not contain an adverse opinion or disclaimer of opinion,
or qualification or modification as to uncertainty, audit scope, or accounting
principles for the years ended December 31, 2006 and December 31,
2005. However, the report for the year ended December 31, 2006
contained an explanatory paragraph disclosing the uncertainty regarding the
ability of the Company to continue as a going concern.
During
the two most recent fiscal years ended December 31, 2006 and 2005, and in
the
subsequent interim period, there were no disagreements with Baum & Company,
P.A. on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedures, which, if not resolved to their
satisfaction, would have caused them to make reference to the matter in their
report.
The
Company has provided Baum & Company, P.A with a copy of this disclosure.
Exhibit 16.1 attached hereto is a copy of Baum & Company’s letter, stating
that it agrees with the above statements.
(b)
RBSM,
LLP (“RBSM”) was engaged by the Company on June 28, 2007 as our principal
accountant.
During
the fiscal years ended December 31, 2006 and 2005 and through the date hereof,
neither we nor anyone on our behalf consulted with RBSM regarding either
(i) the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered
on
our financial statements, nor has RBSM provided to us a written report or
oral
advice regarding such principles or audit opinion or (ii) any matter that
was
the subject of a disagreement or reportable events set forth in Item 304(a)(iv)
and (v), respectively, of Regulation S-K.
Item
9.01 Financial Statements
and Exhibits
Exhibit
No.
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Description
of
Exhibit
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16.1
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Letter
from Baum & Company,
P.A.
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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.