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Edgar Filing: TIDELANDS OIL & GAS CORP/WA - Form 10-K - page 9 / 83

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Edgar Filing: TIDELANDS OIL & GAS CORP/WA - Form 10-K

o

operating

results

that

vary

from

the

expectations

of

o

securities analysts and investors; changes in expectations as to performance, including financial analysts and investors;

our

future

estimates

by

financial securities

o

the operations,

regulatory,

market and other risks discussed

o

in this section; announcements

by

us

or

our

competitors

of

significant

contracts,

acquisitions,

strategic

partnerships,

joint

o

o

ventures or capital commitments; announcements by third parties proceedings against us; and future sales of our common stock.

of

significant

claims

or

In additio

n,

the market for our stock has from time to time experienced extreme

price and volume fluctuations. These broad market affect the market price of our common stock.

fluctuations

may adversely

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION.

Our

common

stock

is

subject

to

regulations

of

the

Securities

and

Exchange

Commission

relating to the market

for penny stocks. The Securities

and

Penny

disclosure

Stock

Reform

Act

in

connection

of

1990

with

any

(the

"Reform

Act")

trades

involving

a

also

stock

requires

defined

a market

price of less

than

$5.00

including

the delivery,

prior

to any

stock"

(generally,

according to recent

regulations

adopted

by the

any

equity

security

that has

subject

to

certain

exceptions),

Enforcement additional as a "penny Commission, per share, penny stock

transaction, of risks associated

a disclosure schedule explaining the penny stock

therewith.

These

regulations

generally

require

market and the broker-dealers

who sell penny stocks to persons other than established customers and investors to deliver a disclosure schedule explaining the penny stock

accredited market and

the risks

associated with that

sales

practice

requirements

on

market. These broker-dealers.

regulations also The regulations

impose various that apply to

penny stocks may that could limit

severely affect the your ability to sell

market

liquidity for our

securities

and

your

securities

in

the

secondary

market.

RISKS RELATING TO LOW-PRICE STOCKS.

Because

our

stock

is

quoted

on

the

NASD

OTC

Electronic

Bulletin

Board and

Company's

securities.

The regulations

gover

limit the

ability of

broker-dealers

to se

subject dispose

to the Penny Stock of, or to obtain

ll

the

Company's

securities

and

thus

Regulations, a

n investor may

accurate quotat

ions as to the

ning low-priced

or

penny

stocks

could

find it

difficult to

market

value of, our

the ability of the secondary market.

purchasers

of

this

Offe

ring

to

sell

their

securities

in

the

WE MAY NOT HAVE ENOUGH FUNDING TO COMPLETE

OUR BUSINESS PLAN.

additional

financing

to full

any

assurance

that this

additi

We will need

cannot

give

We of

y

implement

our business

plan.

onal

financing

could

be

obtained

attractive through a

terms or at all. In addition,

private

placement

may

be

rest

sell

securities simila

time

that

offering is

not

have

a sufficient

Additionally,

we

may

company's

ability to

offering

before the

all

of

the

warrants

are

exercised

and

deb

our

ability

to

raise

additional

funds

ricted by

SEC rules

which limit a

r to those

being sold

in a registered

completed

or otherwise

terminated.

quantity of common

stock capital

if

entures

converted.

We would have

to

amend our articles of

incorporation

capital. Lack operations.

of

funding

could

force

and increase our

authorized

us

to

curtail

substantially

common stock or cease our

FUTURE CAPITAL NEEDS COULD RESULT IN DILUTION TO INVESTORS; ADDITIONAL FINANCING COULD BE UNAVAILABLE OR HAVE UNFAVORABLE TERMS.

Our Company's future capital requirements will depend on many

factors, including

cash flow from developments,

operations,

progress in its

and

the

Company's

ability

gas

operations,

to

market its

competing

proposed

market

products

9

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