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, 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 March 31, 2002 .....................     3
            Statements of Operations for the quarter
              ended March 31, 2002 and March 31, 2001 ..............     4
            Statements of Cash Flows for the quarter
              ended March 31, 2002 and March 31, 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
                                 March 31, 2002


                                     ASSETS
                                                             In Thousands
Current assets:
     Cash & equivalents                                      $          2
     Marketable Securities                                              1
     Investment in Holdings                                            69
                                                             ------------
                                                                       72

Equipment, net of accumulated depreciation                             18


Total assets                                                 $         90
                                                             ============

                       LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable & accrued liabilities                  $         62
     Current maturities of debt                                         3
                                                             ------------
                                                                       65

Due to related parties                                                165

Stockholders' equity:
     Common stock                                                       3
     Additional paid-in capital                                     2,490
     Accumulated deficit                                           (2,634)
     Other comprehensive income (loss)                                  1
                                                             ------------
                                                                     (140)
                                                             ------------

Total liabilities & stockholders equity                      $         90
                                                             ============



                                       3
<PAGE>

                    Saratoga Resources, Inc. and Subsidiaries
                            STATEMENTS OF OPERATIONS
                  For the Quarters Ended March 31, 2002 & 2001


                                             Quarter Ended     Quarter Ended
                                             March 31, 2002    March 31, 2001
                                              In Thousands      In Thousands
                                             --------------    --------------
Revenues:
Gain from Participation Agreement            $         --      $            5
                                             --------------    --------------
                                                       --                   5

Expenses:
Depreciation                                              2                 2
General & administrative                                 10                15
                                             --------------    --------------
                                                         12                17
                                             --------------    --------------

Loss before income taxes                                (12)              (12)

Net loss                                                (12)              (12)
                                             --------------    --------------

Unrealized holding losses                              --                  (1)
                                             --------------    --------------

Comprehensive income                         $          (12)   $          (13)
                                             ==============    ==============

Basic & Diluted Loss Per Share               $       (0.003)   $       (0.003)
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, 2002 & 2001


                                                  Quarter Ended     Quarter Ended
                                                  March 31, 2002    March 31, 2001
                                                   In Thousands      In Thousands
                                                  --------------    --------------
<S>                                               <C>               <C>
Cash provided (used) from operating activities:
     Net loss                                     $          (12)   $          (12)
     Depreciation                                              2                 2
     (Increase) decrease in accounts receivable              --                 (6)
     Increase (decrease) in accrued liabilities              (17)              (12)
                                                  --------------    --------------
                                                             (27)              (28)

Cash provided (used) by investing activities:
     Investment in related party                              (1)               (2)

Cash provided (used) by financing activities:
     Principal payments long term debt                        (1)               (1)
     Due from related parties                                 31                35
                                                  --------------    --------------
                                                              30                34
                                                  --------------    --------------


Net (decrease) increase in cash                                2                 4
Beginning cash                                               --                --
                                                  --------------    --------------
Ending Cash                                       $            2    $            4
                                                  ==============    ==============
</TABLE>



                                        5

<PAGE>

                            SARATOGA RESOURCES, INC.
                          Notes to Financial Statements
                                 March 31, 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.

NOTE 2. - SUBSEQUENT EVENT

On April 29, 2002, the Company acquired 100% of the outstanding common shares of
SH2, Inc., a Texas  Corporation  ("SH2"),  from Holdings,  to liquidate  related
party debt owed to the Company by Holdings.  SH2 had no  identifiable  assets or
operations  as of April 29,  2002 and did not  materially  affect the  Company's
financial position, results of operations, or cash flows.



                                        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,  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 quarter ended,  March 31, 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 quarter  ended March 31,  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 three months ended March 31, 2002 totaled
$Nil.  Revenues during 2001 period totaled $5,000 which consisted of a gain from
the participation agreement.

         General and Administrative Expenses. General and administrative expense
declined  from  $15,000  during the three months ended March 31, 2001 to $10,000
during the same  period in 2001.  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 was $2,000 during the three
months  ended  March 31, 2002 and 2001.  Depreciable  assets are  reaching  full
depreciation in with minimal asset additions.

Financial Condition

Liquidity and Capital Resources.

         The Company had a cash balance of $2,000 and a working  capital balance
of  $7,000 at March 31,  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 March 31, 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 March 31, 2002,  the Company had long-term  debt of $165,000 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 March 31, 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 three  months  ended March 31,  2002,  the  Company  made no
capital  expenditures  and,  at March  31,  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 March 31, 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 March
31,  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 March 31, 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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