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, 2000.

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

              301 CONGRESS AVENUE, SUITE 1550, AUSTIN, TEXAS 78701
                    (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      [ ]    No       [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         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 10, 2000: 3,766,667 shares

         Transactional Small Business Disclosure Format (check one);

Yes      [ ]    No       [X]



<PAGE>


PART I - FINANCIAL INFORMATION

ITEM 1   FINANCIAL STATEMENTS:  Begin on Next Page.


                                       1
<PAGE>


                            SARATOGA HOLDINGS I, INC.
                              FINANCIAL STATEMENTS
                                   (unaudited)
                             MARCH 31, 2000 AND 1999


<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Unaudited Financial Statements

Balance Sheet................................................................F-2
Statement of Operations......................................................F-3
Statement of Changes in Stockholder's Equity.................................F-4
Statement of Cash Flows......................................................F-5
Notes to Financial Statements................................................F-6


                                      F-1

<PAGE>

<TABLE>
<CAPTION>

SARATOGA HOLDINGS I, INC.
BALANCE SHEET (unaudited)
FOR THE THREE MONTHS ENDED MARCH 31,

(in thousands, except per share amounts)

                                                                             2000                    1999
<S>                                                                        <C>                      <C>
Assets
Current assets:
Cash                                                                       $    -                   $   1
Investment in past due accounts receivable                                      -                      10
Organization costs, net of accumulated amortization                            14                       -
                                                                           ------                   -----

Total assets                                                               $   14                   $  11
                                                                           ======                   =====

Liabilities and Stockholders' Equity

Liabilities
   Accounts Payable                                                        $   22
Accrued expenses                                                           $    3                   $   -
Note payable                                                                   38                       -
                                                                           ------                   -----

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

Preferred stock, par value $.001; 100,000 shares authorized;
none outstanding                                                                -                       -
Common stock, par value $.001; 100,000,000 shares
authorized 3,766,667 shares issued and outstanding                              4                       4
Additional paid-in capital                                                      7                       7
Retained earnings                                                             (60)                      -
                                                                           ------                   -----

Stockholders' Equity                                                          (49)                     11

Total liabilities and stockholder's equity                                 $   14                   $  11
                                                                           ======                   =====
</TABLE>

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

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

--------------------------------------------------------------------------------

(in thousands, except per share amounts)

                                                                                 Three months ended March 31,
                                                                                   2000                1999
                                                                                 --------            --------
<S>                                                                          <C>                <C>
Net sales                                                                    $         15       $           -
Cost of sales                                                                           -                   -
                                                                             ------------       -------------

Gross profit                                                                           15                   -

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

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

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

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

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

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

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

Weighted average shares outstanding                                             3,766,667           3,766,667
                                                                             ============       =============
</TABLE>

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

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

--------------------------------------------------------------------------------

(in thousands)
                                                                           Additional                       Total
                                              Number of     Common         Paid-In        Accumulated       Stockholders'
                                              Shares        Stock          Capital        Deficit           Equity
                                                                                                            (Deficit)

                                              -----------   -----------    -------------- ---------------   ----------------
<S>                                            <C>          <C>            <C>            <C>               <C>
Balance at October 29, 1998 (inception)
                                               3,767        $      4       $       7      $        -        $      1

Net loss                                           -               -               -               -               -
Balance at December 31, 1998                   3,767               4               7               -              11

Net loss                                           -               -               -             (58)            (58)
                                              -----------   -----------    -------------- ---------------   ----------------

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

Net loss                                           -               -               -              (2)             (2)
                                              -----------   -----------    -------------- ---------------   ----------------

Balance at March 31, 2000                      3,767        $      4       $       7      $      (60)       $    (49)
                                              ===========   ===========    ============== ===============   ================

</TABLE>

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

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

--------------------------------------------------------------------------------

                                                                           For the three months ended March 31,
                                                                              2000                     1999
                                                                      --------------------     --------------------
<S>                                                                   <C>                       <C>
Cash flows from operating activities:
Net loss                                                              $              (2)        $             -
djustments to reconcile net loss to net cash
used for operating activities:
Investment in past due accounts receivable
Amortization                                                                          1
Changes in assets and liabilities
Past due accounts receivable collections                                              4
Accrued liabilities                                                                  (3)
Organization costs
                                                                                      -
                                                                      --------------------      --------------------

Net cash used for operating activities                                                -                        -
                                                                      --------------------      --------------------

Cash flows from financing activities:
Payment of note payable, net                                                         (1)                       -
                                                                      --------------------      --------------------

Net cash provided by financing activities                                            (1)

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

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

Cash and cash equivalents at end of quarter                           $               -         $              1
                                                                      ====================      ====================

Supplemental cash flow disclosures:

Cash paid for interest                                                $               1         $              -
Cash paid for income taxes                                            $               -         $              -

</TABLE>

                                      F-5
<PAGE>






                            SARATOGA HOLDINGS I, INC.

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

                             MARCH 31, 2000 AND 1999

1. 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, 2000, Saratoga Holdings has no operations other than
those related to the purchase,  sale and  management of portfolios of delinquent
accounts  receivable.  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.

2. 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, 2000,  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,  reporting  expenses and overhead  expenses up to $80,000 subject to
repayment if Saratoga  Holdings becomes  profitable or otherwise has the ability
to repay.  This  agreement is documented by a note dated November 12, 1998 which
provides  for  interest  at the rate of 10% per  annum.  In  addition,  Saratoga
Holdings  hopes that it will be able to support some of its  operations  through
the collection of accounts receivable.

                                      F-6
<PAGE>


                            SARATOGA HOLDINGS I, INC.

               NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)

                             MARCH 31, 2000 AND 1999

2. 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  March  31,  2000  and  1999,  the  Company  did not  have  any  temporary
differences.  Accordingly,  there are no  deferred  tax  assets  or  liabilities
recorded.

                                      F-7
<PAGE>


                            SARATOGA HOLDINGS I, INC.

               NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)

                             MARCH 31, 2000 AND 1999

3. 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.

4. 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 March 31,
2000,  expires  November 11, 2001 if not  previously  exercised.  The Company is
currently in litigation with this former officer of the Company.

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.

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 2000 and 1999 was not material.

                                      F-8
<PAGE>




                            SARATOGA HOLDINGS I, INC.

               NOTES TO UNAUDITED FINANCIAL STATEMENTS (continued)

                             MARCH 31, 2000 AND 1999

5. 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 is currently in
litigation with Randall Johnson and The Premium Group. See Note 6.

The Company has a revolving loan from a related corporation to cover expenses up
to $80,000 during initial operations.  The loan has an interest rate of 10% and,
at March 31, 2000, $37,936 was outstanding under the loan agreement and interest
of $3,018 has been accrued.

6. Litigation

The  Company  has filed  suit 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. The Company has sued Johnson, its former president and
his business  partnership  for breach of fiduciary  duty and fraud  arising from
Johnson's self-dealing and profit taking in transactions that offered profitable
business  opportunities  to the Company.  Management  of the Company  intends to
pursue  this case  vigorously.  No  counterclaims  have been filed  against  the
Company and none are  anticipated.  Management  believes that the Company has no
exposure  for its conduct in its  relationship  with  Johnson or his  affiliated
businesses.

                                      F-9
<PAGE>

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

General

         Saratoga Holdings I, Inc.  ("Saratoga  Holdings") is in the business of
acquiring  and  reselling   portfolios  of  delinquent  and  defaulted  accounts
receivable ("Charge Offs"). In addition, the Company intends to pursue expansion
of its business through the acquisition of additional portfolios and acquisition
of contingency  debt collection  agencies.  The Company  currently has no Charge
Offs under its ownership or control.

         On  November  12,  1998,  Saratoga  Holdings  entered  into  a  service
agreement  under which it has engaged a debt  collection  company to collect its
receivables.  The service agreement  authorizes the collection company to settle
any of the  receivables  transferred  for  collection  for  50% or  more  of the
outstanding  balance.  In exchange for the services  provided  under the service
agreement,  the collection  company was entitled to retain a commission equal to
30% of the amount collected. These accounts were sold January 6, 2000 for an net
amount of $14,911.64.

         On June 25, 1999, the Company entered into an exclusive  agreement (the
"Service  Agreement") with The Premium Group  ("Premium") under which Premium is
to act as the Company's  exclusive agent in location,  purchasing and selling of
receivables.  The Company is to pay the Premium Group a fee under this agreement
equal  to 50% of the  profits  due to the  Company  on each  sale.  The  Company
currently has no Charge Offs under its ownership or control.

          Saratoga  Holdings  may  purchase  additional  receivables  from other
sellers which include the following:

          o    the 50 largest banks in the United States;

          o    other credit agencies and lenders; and

          o    large   wholesalers   of  accounts   receivable   that   purchase
               receivables from lenders.

         Saratoga Holdings uses several criteria to select accounts for purchase
in an effort to determine  the overall  collectibility  of the  accounts.  These
criteria  include  age,  collection  experience,  and  the  demographics  of the
package. Saratoga Holdings looks for portfolios that are predominately comprised
of accounts with the following characteristics:

          o    they are less than three years in default;

          o    they have not been placed with a collection  agency more than two
               time; and

          o    they  represent  debts  originating  in states whose  populations
               generally have higher personal  incomes and less restrictive debt
               collection laws.

                                       2

<PAGE>

Information  about  portfolios  for  sale is  available  from  various  sources,
including a daily publication  titled the Debt Sales Bulletin which is published
by  Faulkner & Gray.  Based upon its review of this  report and other  research,
Saratoga  Holdings  believes  that it would  take  seven to ten days to locate a
suitable portfolio and to close on the purchase of that new portfolio.

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
$37,935.52 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  becomes due and payable
on April 11,  2001.  Saratoga  Holdings  does not  intend  to repay any  amounts
outstanding  under the line of credit prior to April 11, 2001.  The Company will
retire this indebtedness as soon as the funds are available.

         Saratoga Holdings hopes that eventually it will be able to support some
of its  operations  though  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.

PART II - OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS.

     The Company has filed suit 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. The Company has sued Johnson, its former president and
his business  partnership  for breach of fiduciary  duty and fraud  arising from
Johnson's self-dealing and profit taking in transactions that offered profitable
business  opportunities  to the Company.  Management  of the Company  intends to
pursue  this case  vigorously.  No  counterclaims  have been filed  against  the
Company and none are  anticipated.  Management  believes that the Company has no
exposure  for its conduct in its  relationship  with  Johnson or his  affiliated
businesses. See Related Party Transactions, page F-9.

ITEM 2            CHANGES IN SECURITIES.

Not applicable.

ITEM 3   DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

                                       3
<PAGE>

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

ITEM 5   OTHER INFORMATION.

The Company has hired Faske Lay & Co.,  L.L.P.  to be its principal  independent
accountant.

ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits

         The following Exhibit is attached hereto:

         Number   Description
         ------   -----------

          27.1    Financial Data Schedule

(b)      Reports on Form 8-K

         During the quarter for which this  report is filed,  the Company  filed
         (on March  27,  2000) a report on 8-K  related  to Item 4 - Changes  in
         Registrant's Certifying Accountants.

                                       4
<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., A TEXAS CORPORATION

                                  Dated June 16, 2000


                                  /s/ Thomas F. Cooke
                                  ----------------------------------------------
                                  Thomas F. Cooke
                                  Chief Executive Officer and Principal
                                  Financial Officer

                                       5