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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 29, 1999
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Saratoga Resources, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-11498
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
301 Congress Avenue, Suite 1550, Austin, Texas 78701
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 512-478-5717
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(former name or former address, if changed since report.)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
(a) Previous independent accountants.
(i) On March 29, 1999, the Board of Directors of the Registrant
determined not to engage Hein + Associates ("Hein") to audit the
Registrant's consolidated financial statements as of and for the year
ended December 31, 1998.
(ii) The reports of Hein on the consolidated financial statements of the
Registrant as of and for the years ended December 31, 1997 and 1996
contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principal.
(iii) The management of the Registrant has requested that Hein furnish it
with a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statements. When
received, such letter will be filed by amendment as Exhibit 16 to
this Report.
(iv) In connection with Hein's audits as of and for the years ended
December 31, 1997 and 1996 and through March 29, 1999, there have
been no disagreements with Hein on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of
Hein would have caused them to make reference thereto in their
reports on the consolidated financial statements as of and for the
years ended December 31, 1997 and 1996.
(b) New independent accountants. On March 29, 1999 the Board of Directors of
the Registrant formally approved the appointment of Ernst & Young LLP as its
independent accountant to audit the Registrant's consolidated financial
statements as of and for the year ended December 31, 1998.
(c) Other. The decision to change independent accountants was approved by the
Board of Directors of the Registrant. The Registrant does not have an audit
committee.
ITEM 7. FINANCIAL STATMENTS AND EXHIBITS.
Exhibit 16 - Letter re change of certifying accountants - to be filed by
amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 2, 1999 SARATOGA RESOURCES, INC.
By: /s/ Thomas F. Cooke
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Thomas F. Cooke,
Chief Executive Officer
