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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File No. 0-11498
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q
[ ] Form N-SAR
For the Period Ended: December 31, 1998
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full Name of registrant Saratoga Resources, Inc.
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Former name if applicable
Address of principal executive office 301 Congress Avenue, Suite 1550
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City, state and zip code Austin, Texas 78701
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PART II
RULE 12B-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day
[X] following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
N-SAR, or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed..)
See Exhibit A, attached.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Thomas Cooke 512 478-5717
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s). [X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? [ ] Yes [X] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Saratoga Resources, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 1999 By: /s/ Thomas F. Cooke
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Thomas F. Cooke, Chief Executive Officer
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
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EXHIBIT A TO PART III OF SEC FORM 12b-25
OF
SARATOGA RESOURCES, INC., A DELAWARE CORPORATION
The Annual Report on Form 10-KSB of Saratoga Resources, Inc., a Delaware
corporation (the "Registrant"), for the year ended December 31, 1998, could not
be filed within the prescribed time without unreasonable expense due to the
following circumstances:
In December 1998, the Registrant entered into letters of intent with two
privately held eyecare companies, and since that time, the management of
the Registrant has devoted all his time and effort to
(A) negotiating and otherwise bringing about an acquisition of
these eyecare companies,
(B) restructuring the Registrant to put it in a position to satisfy
the requirements of the eyecare companies to sign a definitive
agreement with the Registrant,
(C) managing the Registrant's recently acquired high-yield consumer
debt finance business, which the Registrant acquired in November
1998, and
(D) managing the Registrant's energy exploration subsidiary, with a
view to a spinoff or other disposition of such subsidiary.
The eyecare companies are requiring that the Registrant divest itself of
its subsidiaries, so that the Registrant will be a "clean shell" before
the closing time of the acquisition of the eyecare companies.
The proposed acquisition of the eyecare companies contemplates that the
Registrant will register additional shares of its common stock with the
Commission. In anticipation of such registration, the Registrant recently
retained a national accounting firm to audit the Registrant's financial
statements for 1998.
