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 June 30, 2002

[ ]      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 June 30, 2002 ......................     3
             Statements of Operations for the quarter and six
               months ended June 30, 2002 and June 30, 2001 .........     4
             Statements of Cash Flows for the six months
               ended June 30, 2002 and June 30, 2001 ................     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
                                  June 30, 2002


                                     ASSETS
                                                             In Thousands
Current assets:
     Cash & equivalents                                      $       --
     Marketable Securities                                             97
     Investment in Holdings                                            65
                                                             ------------
                                                                      162

Equipment, net of accumulated depreciation                             16


Total assets                                                 $        178
                                                             ============

                       LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
     Cash Overdraft                                          $          1
     Accounts payable & accrued liabilities                            59
                                                             ------------
                                                                       60

Due to related parties                                                171

Stockholders' equity:
     Common stock                                                       3
     Additional paid-in capital                                     2,490
     Accumulated deficit                                           (2,643)
     Other comprehensive income (loss)                                 97
                                                             ------------
                                                                      (53)
                                                             ------------

Total liabilities & stockholders equity                      $        178
                                                             ============



                                       3
<PAGE>
<TABLE>
<CAPTION>
                    Saratoga Resources, Inc. and Subsidiaries
                            STATEMENTS OF OPERATIONS
            For the Quarters and Six Month Ended June 30, 2002 & 2001

                                                                          Six Month        Six Month
                                      Quarter Ended    Quarter Ended        Ended            Ended
                                      June 30, 2002    June 30, 2001        2002             2001
                                      In Thousands     In Thousands     In Thousands     In Thousands
                                      -------------    -------------    -------------    -------------
<S>                                   <C>              <C>              <C>              <C>
Revenues:
Gain from Participation Agreement     $           1    $           3    $           1    $           8
                                      -------------    -------------    -------------    -------------
                                                  1                3                1                8

Expenses:
Depreciation                                      1                2                3                4
General & administrative                          9               13               19               28
                                      -------------    -------------    -------------    -------------
                                                 10               15               22               32
                                      -------------    -------------    -------------    -------------

Loss before income taxes                         (9)             (12)             (21)             (24)

Net loss                                         (9)             (12)             (21)             (24)
                                      -------------    -------------    -------------    -------------

Unrealized holding gains (losses)                96               (1)              96               (2)
                                      -------------    -------------    -------------    -------------

Comprehensive income                  $          87    $         (13)   $          75    $         (26)
                                      =============    =============    =============    =============

Basic & Diluted Loss Per Share        $      (0.003)   $      (0.003)   $      (0.006)   $      (0.007)
Wtd Average number of common shares
  outstanding                             3,465,292        3,465,292        3,465,292        3,465,292
</TABLE>


                                       4
<PAGE>
<TABLE>
<CAPTION>
                    Saratoga Resources, Inc. and Subsidiaries
                            STATEMENTS OF CASH FLOWS
                  For the Six Months Ended June 30, 2002 & 2001


                                                 Six Month Ended    Six Month Ended
                                                  June 30, 2002      June 30, 2001
                                                  In Thousands       In Thousands
                                                 ---------------    ---------------
<S>                                              <C>                <C>
Cash provided (used) from operating activities:
  Net loss                                       $           (21)   $           (24)
  Depreciation                                                 4                  4
  (Increase) decrease in accounts receivable                 --                 (10)
  Increase (decrease) in accrued liabilities                 (19)                (7)
                                                 ---------------    ---------------
                                                             (36)               (37)

Cash provided (used) by investing activities:
  Investment in related party                                  3                 (7)

Cash provided (used) by financing activities:
  Principal payments long term debt                           (4)                (3)
  Due from related parties                                    37                 47
                                                 ---------------    ---------------
                                                              33                 44
                                                 ---------------    ---------------


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


                                        5

<PAGE>

                            SARATOGA RESOURCES, INC.
                          Notes to Financial Statements
                                  June 30, 2002
                                   (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, 2001.




                                        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  six  months  ended  June  30,  2002,   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, 2001.

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,  2001.  As of, and for the six months  ended,  June 30,
2002, there have been no material  changes or updates to the Company's  critical
accounting policies.




                                        7

<PAGE>

Current Year Operations and Developments

         During the six months  ended June 30,  2002,  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.

         In  April  2002,  Holdings  entered  into a  Share  Exchange  Agreement
pursuant to which Holdings  acquired  Agence 21, Inc. and resulting in Agence 21
becoming a subsidiary of Holdings and Holdings changing its name to A21, Inc.

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

Results of Operations

         Revenues.  Revenues  during the six months  ended June 30, 2002 totaled
$1,000 consisting of a gain from the participation agreement. Revenues from this
agreement during the 2001 period totaled $8,000.

         General and Administrative Expenses. General and administrative expense
declined  from  $28,000  during  the six months  ended June 30,  2001 to $19,000
during the same  period in 2002.  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 declined from $4,000 during
the six months  ended June 30,  2001 to $3,000  during the same  period in 2002.
Depreciable assets are reaching full depreciation with minimal asset additions.

Financial Condition

Liquidity and Capital Resources.

         The Company had a cash balance of $Nil and a working capital balance of
$102,000 at June 30, 2002 as compared to a cash  balance of $1,000 and a working
capital deficit of $13,000 at December 31, 2001.

         The change in cash and working capital balances was attributable to the
operating  loss  incurred  during  2002,   partially  offset  by  proceeds  from
borrowings from related parties.

         The Company,  at and for the period  ended June 30,  2002,  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 June 30, 2002,  the Company had  long-term  debt of $171,000 owed to
the  Company's  principal  shareholder.   Loans  from  the  Company's  principal
shareholder bear interest at 12.5% and are payable on demand. Current maturities
of debt  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 $4,345 in 2002.  Subsequent to June 30, 2002, 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 six months ended June 30, 2002,  the Company made no capital
expenditures  and,  at June 30,  2002,  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 June 30, 2002.

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 June 30,
2002. 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 June 30, 2002,  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

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