UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number: 3235-0101

Washington, D.C. 20549

Expires: August 31, 2000

Estimated average burden

FORM 144

Hours per response…..2.0

SEC USE ONLY

NOTICE OF PROPOSED SALE OF SECURITIES

DOCUMENT SEQUENCE NO.

PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

CUSIP NUMBER

ATTENTION:  Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

WORK LOCATION

1(a) NAME OF ISSUER (PLEASE PRINT)

(b) IRS IDENT. NO.

(c) S.E.C. FILE NO.

Tidelands Oil & Gas Corporation

    66-0549380

      000-29613

1(d) ADDRESS OF ISSUER            STREET                                                                       

CITY

STATE

ZIP CODE

(e) TELEPHONE NO.

1862 West Bitters Road,

San Antonio,

Texas

78248

AREA CODE

NUMBER

210

764-8642

2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE SOLD

(b) IRS IDENT. NO.

(c) RELATIONSHIP TO ISSUER

(d) ADDRESS STREET  CITY  STATE   ZIP CODE

L L Capital Group LLC

Shareholder

11 Whippoorwill Lane, Quogue, New York 11959

3(a)

Title of the Class of Securities

To Be Sold

(b)

Name and Address of Each Broker Through Whom The Securities are to be Offered or Each Market Maker

who is Acquiring the Securities

SEC USE ONLY

Broker-Dealer

File Number

(c)

Number of Shares or Other Units

To Be Sold

(See instr. 3(c)

(d)

Aggregate Market Value

(See instr. 3(c)

(e)

Number of Shares or Other Units Outstanding

(See instr. 3(c)

(f)

Approximate Date of Sale

(See instr. 3(c)

(MO  DAY  YR.)

(g)

Name of Each Securities Exchange

(See instr. 3(c)

Common Stock

Prestige Financial Center, Inc.

1501 Broadway, Suite 2004, N.Y., N.Y.10036

595,834

524,334

79,495,815

3/7/06

OTCBB

INSTRUCTIONS:

1.

(a)

Name of issuer

(b)

Issuer’s I.R.S. Identification Number

(c)

Issuer’s S.E.C. file number, if any

(d)

Issuer’s address, including zip code

(f)

Issuer’s telephone number , including are code

2.

(a)

Name of person for whose account the securities are to be sold

(b)

Such person’s I.R.S. identification number, if such person is an entity

(c)

Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder or member of immediate family of any of the foregoing)

(d)

Such person’s address, including zip code

3.

(a)

Title of the class of securities to be sold

(b)

Name and address of each broker through whom the securities are intended to be sold

(c)

Number of shares or other units to be sold as of a specified date within 10 days prior to the filing of this notice

(d)

Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice

(e)

Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer

(f)

Approximate date on which the securities are to be sold

(g)

Name of each securities exchange, if any, on which the securities are intended to be sold

Potential persons who are to 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

Title of

the Class

Date you

Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired

(If gift, also give date donor acquired)

Amount of

Securities Acquired

Date of

Payment

Nature of Payment

Common Stock

8/11/04

Compensation pursuant to

Consulting Agreement dated

August 11, 2004

Tidelands Oil & Gas Corporation

715,000 as per

Settlement

Agreement

August 11, 2004

Services Rendered

INSTRUCTIONS: 1.

The securities were purchased and full payment therefore was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given.  If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

2.

If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d)(3) of Rule 144, furnish full information with respect thereto.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of

Securities Sold

Gross Proceeds

LL Capital Group LLLC and/or Larry Simon

100% Owner of LL Capital Group LLC

Common Stock

12/2/05 to 3/8/06

22,083

$20,362

REMARKS:

INSTRUCTIONS:

See the definition of “person” in paragraph (a) Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition.  In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.  

LL Capital Group LLC

March 8, 2006

By:  /s/ Larry Simon

DATE OF NOTICE

Larry Simon (SIGNATURE)

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)