U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]  QUARTERLY REPORT PURSUANT  SECTION 13 OR 15 (D) OF THE SECURITIES  EXCHANGE
     ACT OF 1934

                 For the quarterly period ending March 31, 2001

[ ]  TRANSITION  REPORT  PURSUANT  SECTION  13 OR 15 (D)  OF  THE  SECURITIES
     EXCHANGE ACT OF 1934

           For the transition period from __________ to ____________.

                        Commission file number 333-68213

                            SARATOGA HOLDINGS I, INC.
         --------------------------------------------------------------
        (Exact name of small business issuer as specific in its charter)

            Texas                                                 78-2896910
--------------------------------                            --------------------
(State of 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)

                                 (512) 478-5717
                            ------------------------
                           (Issuer's telephone number)

     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  [X]   No [ ]

     State the  number of shares  outstanding  of the  Issuer's  class of common
equity, as of the latest practicable date: common stock,  $0.001 par value as of
March 31, 2001: 3,791,667 shares

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

<PAGE>

                            SARATOGA HOLDINGS I, INC.

                                   FORM 10-QSB

                                      INDEX

                                                                      Page No.
                                                                     ----------
PART I.   FINANCIAL INFORMATION

          Item 1.  Financial Statements


          Balance Sheets as of March 31, 2001 and 2000........................3

          Statements of Operations for the Three months
          ended March 31, 2001 and 2000.......................................4

          Statement of Changes in Stockholders' Equity for the period
          From December 31, 1999 to March 31, 2001............................5

          Statements of Cash Flows for the Three months ended
          March 31, 2001 and 2000.............................................6

          Notes to Financial Statements.......................................7

          Item 2.  Management's Discussion and Analysis or
                   Plan of Operations........................................13


                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

SARATOGA HOLDINGS I, INC.
BALANCE SHEET (unaudited)
--------------------------------------------------------------------------------
MARCH 31,
(in thousands, except per share amounts)

                                                          2001           2000
                                                       -----------     ---------
Assets
Current assets:
Cash                                                    $      -        $     -
Investment in past due accounts receivable
                                                               -              -
Organization costs, net of accumulated amortization
                                                              10             14
                                                      -------------     --------

Total assets                                            $     10        $    14
                                                      =============     ========

Liabilities and Stockholders' Equity

Liabilities
Accrued expenses                                        $     10        $     3
Accounts payable
                                                              22             22
Note payable
                                                              96             38
                                                      -------------     --------

Total liabilities
                                                             128             63
                                                      -------------     --------

Preferred stock, par value $.001; 100,000 shares
authorized; none outstanding
                                                               -              -
Common stock, par value $.001; 100,000,000 shares
authorized 3,791,667 shares issued and outstanding
                                                               4              4
Additional paid-in capital
                                                              13              7
Retained earnings
                                                             (135)          (60)
                                                      -------------     --------

Stockholders' Equity
                                                             (118)          (49)
                                                      -------------     --------

Total liabilities and stockholders' equity              $     10        $    14
                                                      =============     ========



                             See accompanying notes



                                       3
<PAGE>

SARATOGA HOLDINGS I, INC.
STATEMENTS OF OPERATIONS (unaudited)
--------------------------------------------------------------------------------
(in thousands, except per share amounts)

                                                Three months ended March 31,
                                                 2001                 2000
                                              -------------    --------------

Net sales                                      $        -      $       15
Cost of sales
                                                        -               -
                                              -------------    --------------

Gross profit                                            -              15


Costs and expenses
General and administrative
                                                       17              15
Selling and marketing
                                                        -               -
Development
                                                        -               -
Depreciation and amortization
                                                        1               1
                                              -------------    --------------

Total costs and expenses
                                                       18              16
                                              -------------    --------------

Income (loss) from operations
                                                      (18)             (1)
                                              -------------    --------------

Other income (expenses)
Interest income
                                                        -               -
Other income
                                                        -               -
Interest expense
                                                       (2)             (1)
                                              -------------    --------------

Other income (expense), net
                                                       (2)             (1)
                                              -------------    --------------

Net income (loss)                                 $   (20)     $       (2)
                                              =============    ==============

Net income (loss) per share                       $ (0.01)     $     (0.01)
                                              =============    ==============

Weighted average shares outstanding             3,791,667        3,766,667
                                              =============    ==============


                             See accompanying notes


                                       4
<PAGE>

SARATOGA HOLDINGS I, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
--------------------------------------------------------------------------------

(in thousands)
<TABLE>

                                                                                                      Total
                                                              Additional                          Stockholders'
                                    Number       Common         Paid-In         Accumulated          Equity
                                   of Shares      Stock         Capital           Deficit           (Deficit)
                                  ------------ ------------  --------------   ----------------  ----------------
<S>                               <C>          <C>           <C>               <C>               <C>

Balance at December 31, 1999       $   3,767    $     4        $      7         $      (58)       $     (47)

Sale of Stock
                                          25          -               6                  -                 6
Net loss
                                           -          -               -                (57)              (57)
                                    ---------  ----------     -----------       ------------       -----------
Balance at December 31, 2000
                                       3,792          4              13               (115)              (98)
Sale of Stock
                                           -          -               -                  -                 -
Net loss
                                           -          -               -                (20)              (20)
                                   ----------  ----------     ----------        ------------       ------------

Balance at March 31, 2001          $  3,792           4              13               (135)             (118)
                                   ==========  ==========     ==========        ============       ============
</TABLE>




                             See accompanying notes

                                       5
<PAGE>

SARATOGA HOLDINGS I, INC.
STATEMENT OF CASH FLOWS (unaudited)
--------------------------------------------------------------------------------

Period from January 1 to March 31
(in thousands)

                                                    Three months ended March 31,
                                                   2001                   2000
                                                 ---------              --------

Cash flows from operating activities:
Net loss                                        $    (20)              $     (2)
Adjustments to reconcile net loss to net cash
used for operating activities:
Investment in past due accounts receivable
Amortization
                                                       1                      1
Changes in assets and liabilities
Past due accounts receivable collections
                                                       -                      4
Accounts payable
                                                       -                      -
Accrued liabilities
                                                       3                     (3)
Organization costs
                                                       -                      -
                                                  ---------             --------

Net cash used for operating activities               (16)                     -
                                                  ---------             --------

Cash flows from financing activities:
Issuance of common stock                               -                      -
Proceeds from note payable                            16                     (1)
                                                  ---------             --------

Net cash provided (used) by financing activities      16                     (1)
                                                  ---------             --------

Increase (decrease) in cash and cash equivalents       -                     (1)

Cash and cash equivalents at beginning of period       -                      1
                                                  ---------             --------

Cash and cash equivalents at end of period       $     -               $      -
                                                  =========             ========

Supplemental cash flow disclosures:

Cash paid for interest                           $     -               $      -
                                                  =========             ========
Cash paid for income taxes                       $     -               $      -
                                                  =========             ========

                             See accompanying notes

                                       6
<PAGE>

                           SARATOGA HOLDINGS I, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             MARCH 31, 2001 AND 2000

1. Interim Presentation

The interim  consolidated  financial  statements  are  prepared  pursuant to the
requirements  for reporting on Form 10-QSB.  The December 31, 2000 balance sheet
data was derived  from  audited  financial  statements  but does not include all
disclosures  required by generally accepted accounting  principles.  The interim
financial  statements and notes thereto  should be read in conjunction  with the
financial  statements  and notes  included in the Company's  Form 10-KSB for the
year ended  December  31,  2000.  In the  opinion  of  management,  the  interim
financial  statements  reflect  all  adjustments  of a normal  recurring  nature
necessary for a fair statement of the results of the interim periods  presented.
The current  period  results of  operations  are not  necessarily  indicative of
results which  ultimately  will be reported for the full year ended December 31,
2001.

2. Organization and Nature of Operations

Saratoga  Holdings I, Inc.  ("Saratoga  Holdings"),  a Texas  corporation,  is a
spin-off  of  Saratoga  Resources,   Inc.,  a  Delaware  Corporation  ("Saratoga
Delaware").  As of March 31, 2001, Saratoga Holdings has had no operations other
than those related to a portfolio of past due account receivables,  purchased on
November 12, 1998. Saratoga Holdings is in the business of purchasing portfolios
of accounts receivable at a discount and of collecting  receivables or reselling
them in the same or in differently configured portfolios.

The Company was  incorporated  on October 29,  1998,  and on November  12, 1998,
Saratoga  Delaware,  the former parent company of Saratoga  Holdings,  purchased
3,766,667  shares of  Saratoga  Holdings'  common  stock for  $11,300.  Saratoga
Delaware  registered  3,465,292 of those shares with the Securities and Exchange
Commission and distributed them to the stockholders of Saratoga  Delaware in the
form of a  dividend,  except  for 7,366 of those  shares  for  which the  parent
company paid cash dividends of $0.003 per share, or $22.10,  due to registration
restrictions of the states in which those shares are held.  Saratoga  Resources,
Inc., a new Texas Corporation  (Saratoga Texas), owns 308,741 shares of Saratoga
Holdings.


                                       7
<PAGE>

                            SARATOGA HOLDINGS I, INC.
               NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                             MARCH 31, 2001 AND 2000

3. Summary of Significant Accounting Policies

Going Concern

The  Company's  financial  statements  have been  prepared  in  conformity  with
generally accepted accounting principles, which contemplates continuation of the
Company as a going  concern.  However,  the Company had no operating  activities
prior to November 12, 1998 and has limited cash,  working  capital and available
sources of  financing  at March 31, 2001,  raising  substantial  doubt about the
entity's ability to continue as a going concern.

The Company  currently has limited  expenses  other than legal,  accounting  and
commission  which the Company  intends to pay with  collections  of the past due
accounts   receivable,   as   more   fully   described   in   these   notes.   A
related-corporation,  Saratoga Texas has agreed to pay Saratoga Holdings' legal,
accounting  and  reporting  expenses  up to $80,000  for the first 18 months for
Saratoga Holdings'  operations subject to repayment if Saratoga Holdings becomes
profitable. This agreement is documented by a note dated November 12, 1998 which
provides  for  interest  at the rate of 10% per  annum.  In the year  2000,  the
Company entered into an additional agreement to pay $5,000 per month to Saratoga
Texas  to  manage  its  necessary  day  to day  operations.  This  agreement  is
documented  in the Board of  Director's  minutes  dated  January 1, 2000,  which
provides for interest at the rate of 10% per annum as well. Currently,  Saratoga
Holdings  hopes that it will be able to support some of its  operations  through
the collection of accounts receivable.

Use of Estimates

The  preparation  of the  Company's  financial  statements  in  accordance  with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.


                                       8
<PAGE>

                            SARATOGA HOLDINGS I, INC.
               NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                             MARCH 31, 2001 AND 2000

3. Summary of Significant Accounting Policies (continued)

Comprehensive Income

During 1997, the Financial  Accounting Standards Board issued Statement No. 130,
Reporting  Comprehensive  Income ("Statement 130"), which establishes  standards
for reporting comprehensive income and its components in a full set of financial
statements.  The  adoption  of  Statement  No. 130 did not have an effect on the
Company's  financial  statements as the Company has no elements of comprehensive
income.

Stock-Based Compensation

The Company has adopted Statement of Financial  Accounting  Standards (SFAS) No.
123, Accounting for Stock-Based  Compensation,  which prescribes  accounting and
reporting standards for all stock-based  compensation plans,  including employee
stock  options.  As allowed by  Statement  No.  123,  the Company has elected to
account for its employee stock-based  compensation in accordance with Accounting
Principles  Board Opinion No. 25,  Accounting for Stock Issued to Employees (APB
25).

Income Taxes

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. This statement
prescribes  the use of the  liability  method  whereby  deferred  tax  asset and
liability account balances are determined based on differences between financial
reporting  and tax bases of assets and  liabilities  and are measured  using the
enacted  tax rates and laws that  will be in  effect  when the  differences  are
expected to reverse.

As of  March  31,  2001  and  2000,  the  Company  did not  have  any  temporary
differences.  Accordingly,  there are no  deferred  tax  assets  or  liabilities
recorded.


                                       9
<PAGE>

                            SARATOGA HOLDINGS I, INC.
               NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                             MARCH 31, 2001 AND 2000

4. Investment in Past Due Accounts Receivable

On  November  12,  1998,  Saratoga  Holdings  acquired a  portfolio  of past due
accounts  receivable for  approximately  $10,300 and recorded it as cost.  These
receivables  represent  amounts  previously due various major retail  businesses
arising  from  the  sale of  various  consumer  products  and are  considered  a
concentration  of credit risk due to their past-due  nature.  The face amount of
these receivables totals $223,907.  The ultimate collection of these receivables
will  depend on a variety of factors,  many of which are  outside the  Company's
control.  Any  collections  will reduce the asset balance until it is $-0-, with
any  remaining  collections  recorded as revenue.  Through  March 31, 2001,  the
Company has no  investments  in past due accounts  receivable at this time,  but
fully intends to do so sometime in the near future.

5. Preferred Stock

Saratoga  Holdings  may issue  preferred  stock in one or more series which will
have  such  designations,   preferences,  limitations  and  relative  rights  as
authorized by the Board of Directors.

6. Stock Options

On November 12, 1998,  Saratoga  Holdings had issued an option to a then officer
of the Company to acquire  25,000 shares of its common stock at $0.50 per share.
The option, which was fully vested upon grant but unexercised as of December 31,
2000, expires November 11, 2001 if not previously exercised.  The Company was in
litigation with this former officer of the Company. See Note 8.

On May 3, 2000,  Saratoga Holdings issued warrant agreements for the purchase of
25,000 shares of its common stock at $0.25 per share each to the advisory  board
members,  James F. O'Donnell,  Kenneth D. Taylor,  and Bryan Spiers.  On May 17,
2000, James F. O'Donnell  exercised his rights to purchase 25,000 shares and was
issued  common  stock in exchange  for his payment to Saratoga of $6,250.  As of
December 31, 2000, the remaining  warrants issued to the board members mentioned
above have yet been exercised. The warrant agreements expire on May 3, 2001.

The Company has elected to account for its employee  stock  options under APB 25
and related  interpretations.  Under APB 25,  because the exercise  price of the
Company's common stock options is greater than the estimated market price of the
underlying stock on the date of grant, no compensation expense is recognized.


                                       10
<PAGE>

                            SARATOGA HOLDINGS I, INC.
               NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                             MARCH 31, 2001 AND 2000

6. Stock Options (Continued)

Pro forma  information  regarding net income and income per share is required by
Statement  of  Financial  Accounting  Standards  Board No. 123,  Accounting  for
Stock-Based  Compensation  ("SFAS No. 123"), which requires that the information
be determined  as if the Company has  accounted  for its employee  stock options
under the fair value method  prescribed by SFAS No. 123. The fair value of these
options was estimated at the date of grant using a minimum value option  pricing
model  with the  following  weighted-average  assumptions  for 2000 and 1999:  a
risk-free  interest  rate of  approximately  6%;  a  dividend  yield of 0% and a
weighted-average expected life of three years.

The minimum value option  valuation  model results in an option value similar to
the option value that would result from using the Black-Scholes option valuation
model with a near zero volatility.

For purposes of pro forma  disclosures,  the estimated fair value of the options
is amortized to expense over the options'  vesting  period.  The  Company's  pro
forma compensation expense for 2001 and 2000 was not material.

7. Related Party Transactions

Randall  Johnson,  the  former  President  of  Saratoga  Holdings,   is  also  a
shareholder,  officer and  director  of both the company  that sold the past due
accounts  receivable  to  Saratoga  Holdings  and of the company  that  Saratoga
Holdings  has  hired  to  collect  the  receivables.  The  seller  acquired  the
receivables  in June 1998 for  $9,750  and sold  them to  Saratoga  Holdings  in
November  1998 for  $10,300  which  Thomas  F.  Cooke,  CEO of  Saratoga  Texas,
determined  to be the fair  market  price.  Saratoga  Holdings  entered  into an
exclusive  agent  agreement with The Premium Group, a Texas  Partnership on June
25, 1999.  The purpose of the agreement was to assist  Saratoga  Holdings in the
location,  purchasing, and selling of receivables. The Company was in litigation
with Randall Johnson and The Premium Group. See Note 8.

The  Company  has a  revolving  loan from a  subsidiary  of its  parent to cover
expenses up to $80,000 during its first 18 months of operations,  and also under
this agreement,  the Company pays $5,000 monthly to its parent to manage its day
to day operations.  The loan has an interest rate of 10% and, at March 31, 2001,
$96,551 was outstanding under the loan agreement.


                                       11
<PAGE>

                            SARATOGA HOLDINGS I, INC.
               NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                             MARCH 31, 2001 AND 2000

8. Litigation

In August  2000,  the  Company  settled  its suit  alleging  fraud and breach of
fiduciary duty, and released any and all claims against the  defendants,  in the
200th Judicial  District Court of Travis County,  Texas, in Cause No.  GN-000642
Saratoga Holdings I, Inc. et al vs. Randall B. Johnson et al.


                                       12
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Liquidity

         Because Saratoga Holdings has limited cash, its independent accountants
believe  there is  substantial  doubt  about its  ability to continue as a going
concern. A related entity,  Saratoga Resources,  Inc., a Texas corporation,  has
provided a  revolving  line of credit to  Saratoga  Holdings  up to a maximum of
$80,000  at an  interest  rate of 10% per year to cover  legal,  accounting  and
reporting expenses for the first 18 months of operations.  The terms of the line
of credit are set forth in a note dated effective November 12, 1998. If Saratoga
Holdings  is not able to pay the  lender,  the  lender  may  treat the debt as a
capital contribution.

         As of the date of this filing,  Saratoga  Holdings has borrowed $96,551
on the revolving  line of credit.  Saratoga  Holdings  anticipates  that it will
borrow on the line of credit in the near future and intends to repay the line of
credit  pursuant to the terms of the note which  became due and payable on April
11, 2001. Saratoga Holdings is currently  negotiating with Saratoga Resources to
extend the agreement and expand the line of credit.

         Saratoga Holdings hopes that eventually it will be able to support some
of its  operations  through  the  collection  of accounts  receivable.  Saratoga
Holdings may attempt to borrow  money to use toward the  purchase of  additional
receivables or to enter into a joint venture.  Saratoga Holdings would offer the
accounts  receivable  purchased  with the proceeds of the loan as collateral for
the loan.

Results of Operations

         Saratoga Holdings reported revenues of $0 during the three months ended
March 31, 2001 as compared to $15,000  during the three  months  ended March 31,
2000.  The decrease in revenues was  attributable  to the sale of a portfolio of
receivables during 2000.

         Operating  expenses  totaled $18,000 during 2001 as compared to $16,000
during 2000.

         During  2001,  the  Company  reported  interest  expense  of  $2,000 as
compared to $1,000 in interest expense in 2000.

         As of March 31, 2001,  Saratoga  Holdings has no charge-offs  under its
ownership or control and has no unpaid balances.


                                       13
<PAGE>


                                    SIGNATURE

         In accordance with the  requirements of the Securities  Exchange Act of
1934,  the  Registrant  caused  this  report to be  signed on its  behalf by the
undersigned, thereunto duly authorized.

                                     SARATOGA HOLDINGS I, INC.




May 15, 2001                      By: /s/ Thomas F. Cooke
                                     -------------------------------------
                                     Thomas F. Cooke
                                     Chief Executive Officer and Principal
                                     Financial Officer