SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1 TO
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
Commission file number 0-11498
SARATOGA RESOURCES, INC.
(Name of small business issuer in its charter)
Delaware 76-0453392
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2000 Dairy Ashford S., Suite 410
Houston, Texas 77077
(Address of principal executive offices) (Zip Code)
Issuer's Telephone number (713) 531-0022
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common stock, $.001 par value
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 of 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]
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
The Registrant's revenues for the calendar year ended December 31, 1995 were
$2,856,000.
The aggregate market value of the voting stock of the registrant held by
non-affiliates as of July 19 , 1996 was not ascertainable as there was no
established trading market at such date.
As of July 19, 1996 there were outstanding 6,809,400 shares of Common Stock,
$.001 par value per share, of the registrant.
Transitional Small Business Disclosure Format (check one). Yes [ ] No [X]
<PAGE>
SARATOGA RESOURCES, INC. FORM 10-KSB/A 2 of 3
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
NO. EXHIBIT DESCRIPTION
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(3) ARTICLES OF INCORPORATION AND BY-LAWS:
3.1 Certificate of Incorporation of Registrant, Saratoga
Resources, Inc., filed with the Office of the Secretary
of the State of Delaware on January 19, 1994.
Incorporated by reference to the Form 10-KSB filed
February 3, 1995, filed as Exhibit 3.1 thereto.
3.2 By-Laws of Registrant, Saratoga Resources, Inc., a
Delaware Corporation, adopted January 20, 1994.
Incorporated by reference to the Form 10-KSB filed
February 3, 1995 and filed as Exhibit 3.2 thereto.
(10) MATERIAL CONTRACTS:
10.1 Compromise and Settlement Agreement dated May 7, 1996,
by and between Saratoga Resources, Inc. a Delaware
corporation, Saratoga Resources, Inc., a Texas
corporation, Lobo Operating, Inc., a Texas corporation,
LEI, Inc., a Texas corporation, Thomas F. Cooke, Joseph
T. Kaminski, Randall F. Dryer, and Internationale
Nederlanden (U.S.) Capital Corporation, filed as Exhibit
1 to the Company's Report on 8-K dated May 7, 1996 and
incorporated herein by reference.
10.2 Purchase and Sale Agreement dated May 7, 1996, by and
between Internationale Nederlanden (U.S.) Capital
Corporation and PrimeEnergy Corporation, filed as
Exhibit 2 to the Company's Report on 8-K dated May 7,
1996 and incorporated herein by reference.
10.3 Assignment and Bill of Sale dated May 7, 1996, by and
between Saratoga Resources, Inc., a Delaware corporation
and PrimeEnergy Corporation, filed as Exhibit 3 to the
Company's Report on 8-K dated May 7, 1996 and
incorporated herein by reference.
(27) FINANCIAL DATA SCHEDULE
(b) REPORTS ON FORM 8-K
(1) A Form 8-K dated May 7, 1996 was filed with the Securities and
Exchange Commission on July 16, 1996, reporting Item 2-Acquisition or
Disposition of Assets, Item 4 - Change in Registrant's Certifying
Accountant , and Item 5-Other Events- Pending Litigation.
<PAGE>
SARATOGA RESOURCES, INC. FORM 10-KSB/A 3 of 3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.
SARATOGA RESOURCES, INC.
By: /s/ THOMAS F. COOKE Date: September 6, 1996
Thomas F. Cooke,
Chairman and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1934, AS AMENDED, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
THE DATES INDICATED.
By: /s/ THOMAS F. COOKE Date: September 6, 1996
Thomas F. Cooke,
Chairman, Chief Executive Officer
and Principal Accounting and Financial Officer
By: _______________________ Date: _________________
Joseph T. Kaminski,
Director
By: /s/ RANDALL F. DRYER Date: September 6, 1996
Randall F. Dryer,
Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS IN THE 10KSB AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 604
<SECURITIES> 0
<RECEIVABLES> 559
<ALLOWANCES> (160)
<INVENTORY> 0
<CURRENT-ASSETS> 1,123
<PP&E> 17,837
<DEPRECIATION> (10,847)
<TOTAL-ASSETS> 8,367
<CURRENT-LIABILITIES> 17,781
<BONDS> 0
0
0
<COMMON> 7
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,367
<SALES> 0
<TOTAL-REVENUES> 2,878
<CGS> 0
<TOTAL-COSTS> 2,672
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 9,988
<INTEREST-EXPENSE> 1,592
<INCOME-PRETAX> (11,374)
<INCOME-TAX> 199
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,175)
<EPS-PRIMARY> (1.67)
<EPS-DILUTED> (1.67)
</TABLE>
