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 June 30, 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
June 30, 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 June 30, 2001 and 2000..........................3

         Statements of Operations for the Six months
         ended June 30, 2001 and 2000.........................................4

         Statement of Changes in Stockholders' Equity for the period
         From December 31, 1999 to June 30, 2001..............................5

         Statements of Cash Flows for the Six months ended
         June 30, 2001 and 2000...............................................6

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

         Item 2. Management's Discussion and Analysis or
                 Plan of Operations..........................................12

PART II. OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K............................13

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements
<TABLE>

SARATOGA HOLDINGS I, INC.
BALANCE SHEET (unaudited)
-------------------------------------------------------------------------------------------
JUNE 30,
(in thousands, except per share amounts)

                                                                  2001             2000
                                                             -------------     ------------
<S>                                                          <C>               <C>

Assets
Current assets:
Cash                                                            $     -        $     -
Investment in past due accounts receivable
                                                                      -              -
Organization costs, net of accumulated amortization
                                                                      9             13
                                                             -------------     ------------

Total assets                                                    $     9        $    13
                                                             =============     ============

Liabilities and Stockholders' Equity

Liabilities
Accrued expenses                                               $     12        $     5
Accounts payable
                                                                     22             22
Note payable
                                                                    177             53
                                                             -------------     ------------

Total liabilities
                                                                    211             80
                                                             -------------     ------------

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
                                                                    (219)          (78)
                                                             -------------     ------------

Stockholders' Equity
                                                                    (202)          (67)
                                                             -------------     ------------

Total liabilities and stockholders' equity                     $      9        $    13
                                                             =============     ============
</TABLE>

                             See accompanying notes

                                       3

<PAGE>

<TABLE>

SARATOGA HOLDINGS I, INC.
STATEMENTS OF OPERATIONS (unaudited)
--------------------------------------------------------------------------------------------

(in thousands, except per share amounts)

                                                              Six months ended June 30,
                                                             2001                 2000
                                                        ---------------    -----------------
<S>                                                     <C>                <C>

Net sales                                                      $    -      $       15

Cost of sales
                                                                    -               -
                                                        ---------------    -----------------

Gross profit
                                                                    -              15

Costs and expenses
General and administrative
                                                                   97              37
Selling and marketing
                                                                    -               -
Development
                                                                    -               -
Depreciation and amortization
                                                                    2               2
                                                        ---------------    -----------------

Total costs and expenses
                                                                   99              39
                                                        ---------------    -----------------

Income (loss) from operations                                     (99)            (24)
                                                        ---------------    -----------------

Other income (expenses)
Interest income
                                                                    -               -
Other income
                                                                    -               -
Interest expense
                                                                   (5)             (2)
                                                        ---------------    -----------------

Other income (expense), net
                                                                   (5)             (2)
                                                        ---------------    -----------------

Net income (loss)                                             $  (104)     $      (26)
                                                        ===============    =================

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

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

</TABLE>

                             See accompanying notes
                                       4

<PAGE>
<TABLE>

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

(in thousands)
                                                                                                       Total
                                     Number                    Additional                          Stockholders'
                                       of         Common         Paid-In         Accumulated          Equity
                                      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                                   -           -               -                (104)             (104)
                                   ------------ ------------  --------------   ----------------  ------------------

Balance at June 30, 2001               3,792    $      4        $     13            $   (219)         $   (202)
                                   ============ ============  ==============   ================  ==================

</TABLE>


                             See accompanying notes

                                       5
<PAGE>

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

Period from January 1 to June 30
(in thousands)

                                                      Six months ended June 30,
                                                     2001               2000
                                                    -------           ---------

Cash flows from operating activities:
Net loss                                            $   (104)        $   (26)

Adjustments to reconcile net loss to net cash
used for operating activities:
Investment in past due accounts receivable
Amortization
                                                          2                2
Changes in assets and liabilities
Past due accounts receivable collections
                                                          -                4
Accounts payable
                                                          -                -
Accrued liabilities
                                                          5               (3)
Organization costs
                                                          -                -
                                                 -------------     -------------

Net cash used for operating activities
                                                         (97)            (23)
                                                 -------------     -------------

Cash flows from financing activities:
Issuance of common stock
                                                          -                6
Proceeds from note payable
                                                         97               16
                                                 -------------     -------------

Net cash provided (used) by financing activities
                                                         97               22
                                                 -------------     -------------

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                             $      -        $       2
                                                 =============     =============
Cash paid for income taxes                         $      -        $       -
                                                 =============     =============

                             See accompanying notes

                                       6

<PAGE>

                            SARATOGA HOLDINGS I, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             JUNE 30, 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
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 June 30, 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.

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 June 30,  2001,  raising  substantial  doubt about the
entity's ability to continue as a going concern.

                                       7
<PAGE>


                            SARATOGA HOLDINGS I, INC.
               NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                             JUNE 30, 2001 AND 2000

3. Summary of Significant Accounting Policies (continued)


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.

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  June  30,  2001  and  2000,  the  Company  did  not  have  any  temporary
differences.  Accordingly,  there are no  deferred  tax  assets  or  liabilities
recorded.


                                       8
<PAGE>


                            SARATOGA HOLDINGS I, INC.
               NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                             JUNE 30, 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. As of June 30, 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 June 30,
2001, 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.  The
remaining warrants issued to the board members mentioned above expired 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.




                                       9
<PAGE>

                            SARATOGA HOLDINGS I, INC.
               NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                             JUNE 30, 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  currently has limited  expenses  other than legal,  accounting  and
commission which the Company intends to pay with future  investments in past due
accounts  receivable,  as more fully described in these notes. The Company had a
revolving  loan from Saratoga  Texas to cover legal,  accounting,  and reporting
expenses up to $80,000 during its first 18 months of operations. The loan had an
interest  rate  of 10% and was  subject  to  repayment  if the  Company  becomes
profitable.


                                       10
<PAGE>

                            SARATOGA HOLDINGS I, INC.
               NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)
                             JUNE 30, 2001 AND 2000

7. Related Party Transactions (Continued)

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  provided for interest at the rate of 10% per annum and is  documented
in the Board of Director's minutes dated January 1, 2000. On January 1, 2001 the
Company  approved an agreement,  for a period of twenty-four  months,  under the
same  terms  as  the  agreement  in  2000  with  the  exception  that  executive
compensation  was deleted.  This agreement  provides for  secretarial  salaries,
office space, telephone service,  office equipment and office supplies necessary
for the day to day operations.

Executive  compensation was addressed separately in a consulting agreement dated
May 16, 2001 and approved by the Board of Directors  and between the Company and
Thomas F.  Cooke.  The  Company  agreed to pay Mr.  Cooke  $10,000 per month for
consulting services for a period of not less than twenty-four months,  beginning
January  1,  2001  that  shall  include  the  day to day  administration  of the
Company's  business,  the  pursuit of new  opportunities  for the Company and to
identify,  evaluate and  consummate a merger and/or  acquisition.  The agreement
allows Mr. Cooke to convert, at his discretion, any unpaid balance due to common
stock of the  Company  at a fair  market  price for the stock at the time of the
conversion.  Fair market value will be  determined  by a qualified,  independent
third party.  Mr. Cooke agreed to defer any and all payment  under the agreement
until the Company has the  financial  resources to fulfill its  obligation or at
the time Mr.  Cooke  elects to convert  to common  stock.  Until that time,  the
Company agreed that any and all  obligations  accrued under the agreement  shall
bear interest of 10% per annum.

The Company is  dependent  on Thomas F. Cooke for his time and  consultation  as
well as his  financial  support in addition the company is dependent on Saratoga
Resources,  Inc. and the continued  line of credit that has been extended to the
Company.  Mr.  Cooke is the  Chairman,  CEO,  and the  majority  Shareholder  of
Saratoga Resources, Inc.

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.



                                       11
<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 at an interest rate of
10% per  year  to  cover  legal,  accounting,  reporting,  and  other  operating
expenses. As of the date of this filing, Saratoga Holdings has borrowed $117,001
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  matures in  January  2003.  If
Saratoga  Holdings is not able to pay the lender,  the lender may treat the debt
as a capital contribution.

         On May 16, 2001, a  consulting  agreement  was approved by the Board of
Directors of Saratoga Holdings and Thomas F. Cooke whereby the Company agreed to
pay Mr. Cooke $10,000 per month for  consulting  services  beginning  January 1,
2001 and continuing  until January 2003. The agreement  allows Mr. Cooke, at his
discretion, to convert any unpaid balance to common stock of the Company. Unless
this occurs, the Company agreed that any and all obligations  accrued under this
agreement at maturity shall bear interest of 10% per annum.  More detail of this
agreement  and the line of credit  mentioned  above can be reviewed in Note 7 in
the financial statements.

         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 no revenues during the six months ended June
30, 2001 as compared to $15,000  during the six months ended June 30, 2000.  The
decrease  in  revenue  is  attributed  to  the  prior   investment  in  accounts
receivable.

         Operating expenses totaled $99,000 during the six months ended June 30,
2001 as  compared  to $23,000  during the six months  ended June 30,  2000.  The
increase  in  expenses  can be  attributed  to the  agreements  related  to both
Saratoga Texas and Thomas F. Cooke.

         During  the six  months  ended  June 30,  2001,  the  Company  reported
interest  expense of $5,000 as compared to $1,000 in interest expense during the
six months ended June 30, 2000.

         As of June 30, 2001,  Saratoga  Holdings has no  charge-offs  under its
ownership or control and has no unpaid balances.

                                       12
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Exhibit No.             Description
                  -----------             -----------
                    10.1 Letter  Agreement,   dated  January  1,  2001,  between
                         Saratoga Resources, Inc. and Saratoga Holdings I, Inc.

                    10.2 Consulting  Agreement,  dated  May  16,  2001,  between
                         Saratoga Holdings I, Inc. and Thomas F. Cooke

         (b)      Reports on Form 8-K

                  None



                                       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.


September 24, 2001
                           By: /s/ Thomas F. Cooke
                               --------------------------------------------
                                  Thomas F. Cooke
                                  Chief Executive Officer and Principal
                                  Financial Officer