UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

(Mark One)

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
      OF 1934

                  For the Quarterly Period ended March 31, 2000

[ ]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934

       For the transition period from ______________ to _________________.

                        Commission File Number 000-27563

                            SARATOGA RESOURCES, INC.
               __________________________________________________
               (Exact name of registrant as specified in charter)

                       Texas                         76-0314489
          _______________________________        ___________________
          (State or other jurisdiction of         (I.R.S. Employer
           incorporation or organization)        Identification No.)

         2304 Hancock Drive, Suite 5, Austin, Texas          78756
         __________________________________________        __________
          (Address of principal executive offices)         (Zip Code)

                                 (512) 478-5717
              ____________________________________________________
              (Registrant's telephone number, including area code)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.   Yes [ ]   No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date: As of June 10, 2005, the Company had
outstanding 3,465,292 shares of its common stock, par value $0.001.

Transitional Small Business Disclosure Format (Check one):    Yes [ ]   No [X]



<PAGE>

                                TABLE OF CONTENTS

                                                                       PAGE

PART I        FINANCIAL INFORMATION

  ITEM 1.     Financial Statements (Unaudited) .......................   3
              Balance Sheet as of March 31, 2000 .....................   3
              Statements of Operations for the quarter ended
                March 31, 2000 and March 31, 1999 ....................   4
              Statements of Cash Flows for the quarter ended
                March 31, 2000 and March 31, 1999 ....................   5
              Notes to Financial Statements ..........................   6

  ITEM 2.     Management's Discussion and Analysis of Financial
                Condition and Results of Operations ..................   7

  ITEM 3      Controls and Procedures ................................  10

PART II       OTHER INFORMATION

  ITEM 6.     Exhibits ...............................................  11








                                       2
<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS


                    Saratoga Resources, Inc. and Subsidiaries
                                  BALANCE SHEET
                                 March 31, 2000


                                     ASSETS
                                                             In Thousands
Current assets:
   Cash & equivalents                                        $       --
   Accounts Receivable                                                  1
   Marketable Securities                                               28
   Investment in Holdings                                              37
                                                             ------------
                                                                       66

Equipment, net of accumulated depreciation                             27

Other assets                                                            2
                                                             ------------

Total assets                                                 $         95
                                                             ============

                       LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
   Cash Overdraft                                            $         15
   Accounts payable & accrued liabilities                              53
   Current maturities of debt                                           6
                                                             ------------
                                                                       74

Long-term debt, net of current portion                                  9
Due to related parties                                                 10

Stockholders' equity:
   Common stock                                                         3
   Additional paid-in capital                                       2,490
   Accumulated deficit                                             (2,519)
   Other comprehensive income (loss)                                   28
                                                             ------------
                                                                        2
                                                             ------------

Total liabilities & stockholders equity                      $         95
                                                             ============




                                       3
<PAGE>

                    Saratoga Resources, Inc. and Subsidiaries
                            STATEMENTS OF OPERATIONS
                  For the Quarters Ended March 31, 2000 & 1999


                                              Quarter Ended     Quarter Ended
                                              March 31, 2000    March 31, 1999
                                               In Thousands      In Thousands
                                              --------------    --------------
Revenues:
Gain from Participation Agreement             $         --      $            1
                                              --------------    --------------
                                                        --                   1

Expenses:
Depreciation                                               2                 2
Loss from Participation Agreement                          4              --
General & administrative                                  26                91
                                              --------------    --------------
                                                          32                93
                                              --------------    --------------

Loss before income taxes                                 (32)              (92)

Net loss                                                 (32)              (92)
                                              --------------    --------------

Unrealized holding gains                                   1                 2
                                              --------------    --------------

Comprehensive income                          $          (31)   $          (90)
                                              ==============    ==============

Basic & Diluted Loss Per Share                $       (0.009)   $       (0.027)
Wtd Average number of common shares
   outstanding                                     3,465,292         3,465,292



                                       4

<PAGE>
<TABLE>
<CAPTION>
                    Saratoga Resources, Inc. and Subsidiaries
                            STATEMENTS OF CASH FLOWS
                  For the Quarters Ended March 31, 2000 & 1999


                                                   Quarter Ended     Quarter Ended
                                                   March 31, 2000    March 31, 1999
                                                    In Thousands      In Thousands
                                                   --------------    --------------
<S>                                                <C>               <C>
Cash provided (used) from operating activities:
  Net loss                                         $          (32)   $          (92)
  Depreciation                                                  2                 2
  (Increase) decrease in accounts receivable                   (1)             --
  Increase (decrease) in accrued liabilities                    8                (5)
  Other Assets                                                  1              --
                                                   --------------    --------------
                                                              (22)              (95)

Cash provided (used) by investing activities:
  Investment in related party                                  14              --
  Other asset additions                                      --                  (2)
                                                   --------------    --------------
                                                               14                (2)

Cash provided (used) by financing activities:
  Principal payments long term debt                           (11)             --
  Due from related parties                                     10                (1)
                                                   --------------    --------------
                                                               (1)               (1)
                                                   --------------    --------------


Net (decrease) increase in cash                                (9)              (98)
Beginning cash                                                  9               289
                                                   --------------    --------------
Ending Cash                                        $         --      $          191
                                                   ==============    ==============
</TABLE>



                                       5

<PAGE>

                            SARATOGA RESOURCES, INC.
                          Notes to Financial Statements
                                 March 31, 2000
                                   (Unaudited)


NOTE 1. - BASIS OF PRESENTATION

The accompanying  unaudited financial statements of Saratoga Resources,  Inc., a
Texas  corporation  (the  "Company")  have  been  prepared  in  accordance  with
accounting  principles  generally  accepted in the United  States of America for
interim financial  information and with the instructions to Form 10-QSB and Item
310(b)  of  Regulation  S-B.  They do not  include  all of the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States of  America  for a complete  financial  presentation.  In the  opinion of
management,  all adjustments,  consisting only of normal recurring  adjustments,
considered  necessary  for a  fair  presentation,  have  been  included  in  the
accompanying  unaudited financial statements.  Operating results for the periods
presented are not necessarily indicative of the results that may be expected for
the full year.

These  financial  statements  should be read in  conjunction  with the financial
statements  and  footnotes,  which are  included as part of the  Company's  Form
10-KSB for the year ended December 31, 1999.

NOTE 2. - CHANGES IN PRESENTATION

Certain  financial  presentations  for the periods  presented for 1999 have been
reclassified to conform to the 2000 presentation.



                                       6

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-Looking Information

         This Form 10-QSB  quarterly  report of Saratoga  Resources,  Inc.  (the
"Company")  for  the  three  months  ended  March  31,  2000,  contains  certain
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as  amended,  which are  intended  to be  covered  by the safe  harbors  created
thereby.  To the extent that there are  statements  that are not  recitations of
historical fact, such statements constitute  forward-looking statements that, by
definition,  involve risks and uncertainties.  In any forward-looking statement,
where the Company  expresses an  expectation  or belief as to future  results or
events,  such  expectation  or belief is expressed in good faith and believed to
have a reasonable  basis,  but there can be no assurance  that the  statement of
expectation or belief will be achieved or accomplished.

         The following are factors that could cause actual  results or events to
differ materially from those anticipated,  and include,  but are not limited to:
general economic,  financial and business  conditions;  the Company's ability to
minimize  expenses;  the Company's  current  dependency on its sole director and
executive  officer,  to continue  funding the Company's  operations  and, to the
extent he should ever become unwilling to do so, the Company's ability to obtain
additional  necessary financing from outside investors and/or bank and mezzanine
lenders; and the ability of the Company to generate sufficient revenues to cover
operating losses and position it to achieve positive cash flow.

         Readers   are   cautioned   not  to  place   undue   reliance   on  the
forward-looking  statements  contained  herein,  which speak only as of the date
hereof. The Company believes the information contained in this Form 10-QSB to be
accurate  as of the date  hereof.  Changes  may occur  after that date,  and the
Company will not update that information except as required by law in the normal
course of its public disclosure practices.

         Additionally,   the  following   discussion   regarding  the  Company's
financial condition and results of operations should be read in conjunction with
the financial statements and related notes contained in Item 1 of Part 1 of this
Form 10-QSB,  as well as the  financial  statements  in Item 7 of Part II of the
Company's Form 10-KSB for the fiscal year ended December 31, 1999.

Critical Accounting Policies

         The Company's  discussion  and analysis of its financial  condition and
results of operations are based upon the Company's financial  statements,  which
have been prepared in accordance with accounting  principles  generally accepted
in  the  United  States  of  America.  The  Company  believes  certain  critical
accounting policies affect its more significant  judgments and estimates used in
the  preparation  of its financial  statements.  A description  of the Company's
critical  accounting  policies is set forth in the Company's Form 10-KSB for the
year ended December 31, 1999. As of, and for the quarter ended,  March 31, 2000,
there  have been no  material  changes  or  updates  to the  Company's  critical
accounting policies.


                                       7

<PAGE>

Current Year Operations and Developments

         During the quarter  ended March 31,  2000,  the  Company  continued  to
operate  on a very  limited  scale  with  operations  consisting  solely  of the
Company's  investment in a single oil and gas property.  Management continued to
undertake efforts to minimize costs during the period.

         The financial information included in the following discussion has been
rounded to thousands.

Results of Operations

         Revenues. Revenues during the three months ended March 31, 2000 totaled
$ Nil.  Revenues  during the 1999 period totaled $1,000  consisting of gain from
participation.

         General and Administrative Expenses. General and administrative expense
declined  from  $91,000  during the three months ended March 31, 1999 to $26,000
during the same  period in 2000.  The  decrease  in general  and  administrative
expense was  attributable to a reduced level of activity  following the spin-off
from Saratoga Delaware and ongoing cost control measures.

         Depreciation  Expense.  Depreciation  expense  totaled  $2,000 for both
quarters  ended  March  31,  1999  and  2000.  Most  assets  are  reaching  full
depreciation with minimal asset additions in 1999 and 2000.

Financial Condition

Liquidity and Capital Resources.

         The Company had a cash balance of $ Nil and a working  capital  deficit
of  $8,000 at March 31,  2000 as  compared  to a cash  balance  of $9,000  and a
working capital balance of $21,000 at December 31, 1999.

         The decline in cash and working  capital  balances was  attributable to
the  operating  loss  incurred  during 2000,  partially  offset by proceeds from
borrowings from related parties.

         The Company,  at and for the period  ended March 31, 2000,  had limited
capital  resources and limited operating  revenues to support its overhead.  The
Company  is,  and was,  dependent  upon its  principal  shareholder  to  provide
financing to support  operations  and ongoing cost control  measures to minimize
negative cash flow.  Unless that shareholder  continues to provide financing the
Company will be required to substantially limit its activities and may be unable
to sustain its operations.


                                       8
<PAGE>

Long-Term Debt

         At March 31, 2000, the Company had long-term debt of $19,000, including
$10,000 owed to the Company's  principal  shareholder.  Loans from the Company's
principal  shareholder  bear  interest  at  12.5%  and are  payable  on  demand.
Long-term debt, other than amounts owed to the Company's principal  shareholder,
consisted  of a bank note  payable in monthly  installments  of $564,  including
interest  at 10%.  The  bank  note is  secured  by a  vehicle  and  provide  for
maturities of $5,434 in 2000,  $6,004 in 2001 and $4,345 in 2002.  Subsequent to
March 31,  2000,  the  vehicle  securing  the bank loan was  transferred  to the
Company's principal shareholder and the shareholder assumed the balance owing on
the bank loan.

Capital Expenditures and Commitments

         During the three  months  ended March 31,  2000,  the  Company  made no
capital  expenditures  and,  at March  31,  2000,  the  Company  had no  capital
commitment obligations.

Off-Balance Sheet Arrangements

         The Company had no  off-balance  sheet  arrangements  or  guarantees of
third party obligations at March 31, 2000.

Inflation

         The Company believes that inflation has not had a significant impact on
its operations since inception.



                                       9

<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

         Disclosure  controls and procedures  are controls and other  procedures
that are designed to ensure that information required to be disclosed in company
reports  filed or  submitted  under  the  Securities  Exchange  Act of 1934 (the
"Exchange Act") is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange  Commission's  rules and forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required  to be  disclosed  in
company reports filed under the Exchange Act is accumulated and  communicated to
management,  including the Company's Chief Executive Officer and Chief Financial
Officer (the  "Certifying  Officers"),  as appropriate to allow timely decisions
regarding required disclosure.

         As required by Rules  13a-15 and 15d-15  under the  Exchange  Act,  the
Certifying Officers carried out an evaluation of the effectiveness of the design
and operation of the Company's  disclosure  controls and  procedures as of March
31,  2000.  Their  evaluation  was carried out with the  participation  of other
members of the Company's management. Based upon their evaluation, the Certifying
Officers  concluded that the Company's  disclosure  controls and procedures were
effective.

         The Company's  internal  control over financial  reporting is a process
designed by, or under the supervision  of, the Certifying  Officers and effected
by the Company's Board of Directors,  management and other personnel, to provide
reasonable  assurance  regarding  the  reliability  of the  Company's  financial
reporting and the preparation of the Company's financial statements for external
purposes in accordance with generally accepted accounting  principles.  Internal
control over financial  reporting  includes policies and procedures that pertain
to the  maintenance of records that in reasonable  detail  accurately and fairly
reflect the  transactions  and  dispositions  of the Company's  assets;  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation of the Company's  financial  statements in accordance with generally
accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with the  authorization of the Company's Board
of  Directors  and  management;   and  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized  acquisition,  use or disposition
of the  Company's  assets  that could have a  material  effect on its  financial
statements.  There has been no change in the  Company's  internal  control  over
financial  reporting that occurred in the quarter ended March 31, 2000, that has
materially  affected,  or is reasonably likely to affect, the Company's internal
control over financial reporting.



                                       10

<PAGE>

                            PART II OTHER INFORMATION

ITEM 6.  EXHIBITS

         Exhibit
         Number                             Description
         _______      __________________________________________________________
         31.1         Certification of Chief Executive Officer, pursuant to Rule
                      13a-14(a) of the  Exchange  Act, as enacted by Section 302
                      of the Sarbanes-Oxley Act of 2002. (1)

         31.2         Certification of Chief Financial Officer, pursuant to Rule
                      13a-14(a) of the  Exchange  Act, as enacted by Section 302
                      of the Sarbanes-Oxley Act of 2002. (1)

         32.1         Certification   of  Chief  Executive   Officer  and  Chief
                      Financial  Officer,  pursuant  to 18  United  States  Code
                      Section   1350,   as  enacted   by  Section   906  of  the
                      Sarbanes-Oxley Act of 2002. (1)

(1) Filed herewith.




                                       11

<PAGE>

                                   Signatures


         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                      (Registrant) SARATOGA RESOURCES, INC.

                                               By: /s/ Thomas Cooke
                                                   ________________________
                                                   Thomas Cooke
                                                   CEO and President

Date:  July 8, 2005









                                       12

<PAGE>