SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 1, 2004
SARATOGA RESOURCES, INC.
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(Exact name of registrant as specified in Charter)
Texas 000-27563 76-0314489
_______________________________ ________________ ___________________
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) No.) Identification No.)
2304 Hancock Drive, Suite 5
Austin, Texas 78756
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(Address of Principal Executive Offices)(Zip Code)
512-478-5717
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(Issuer Telephone number)
301 Congress Avenue, Suite 1550
Austin, Texas 78701
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01. Changes in Registrant's Certifying Accountants.
In March 2000, the Company's Board of Directors decided that the
Company would select a regional accounting firm as the Company's principal
independent accountant to audit the Company's consolidated financial statements
for the 1999 fiscal year; and thus, the Company would not re-appointment Ernst &
Young LLP ("E&Y") as the Company's principal independent accountant. However,
with regard to completion of the Company's Form 10-SB (which had yet to reach
the no comment stage) the Company and E&Y agreed that the Company would continue
to employ E&Y.
In connection with any audits of the Company's financial statements for
each of the two fiscal years ended December 31, 1997 and December 31, 1998, and
in any subsequent interim period, there were no disagreements with E&Y on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope and procedures which, if not resolved to the satisfaction of
E&Y would have caused E&Y to make reference to the matter in their report. None
of the reportable events listed in Item 304(a)(1)(v) of Regulation S-K occurred
with respect to the Company and E&Y.
The determination not to re-appoint E&Y as independent accountants was
reported on Form 8-K dated March 23, 2000. Pursuant to Item 4(a) of Form 8-K and
Item 304(a)(3) of Regulation S-K, the Company provided E&Y with a copy of the
Form 8-K and requested E&Y to furnish the Company a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements and, if not, to state the respects in which E&Y does not agree with
such statements. The letter was received and filed with the Form 8-K.
In September 2004, the Company's Board of Directors approved the
appointment of Robnett & Company, LLP as the Company's principal independent
accounting firm.
Prior to the engagement of Robnett & Company, the Company did not
consult with such firm regarding the application of accounting principles to a
specific completed or contemplated transaction, or any matter that was either
the subject of a disagreement or a reportable event. The Company also did not
consult with Robnett & Company regarding the type of audit opinion which might
be rendered on the Company's financial statements and no oral or written report
was provided by Robnett & Company.
Section 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter from Ernst & Young LLP regarding change of certifying
independent accountant. (1)
(1) Previously filed with Form 8-K on March 27, 2000.
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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.
SARATOGA RESOURCES, INC.
Dated: July 14, 2005
By: /s/ Thomas F. Cooke
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Thomas F. Cooke
Chief Executive Officer
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