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, 2000.

[ ]  TRANSACTION  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 Identification No.)
 Incorporation or organization)

              301 Congress Avenue, Suite 1550, Austin, Texas 78701
              ----------------------------------------------------
                    (Address of principal executive offices)

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


               --------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

     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, 2000: 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, 2000 and December 31, 1999... 3

                  Statements of Operations for the Three months
                  ended June 30, 2000 and 1999............................... 4

                  Statements of Operations for the Six months
                  ended June 30, 2000 and 1999............................... 5

                  Statements of Cash Flows for the Six months ended
                  June 30, 2000 and 1999..................................... 6

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

                  Item 2.  Management's Discussion and Analysis or
                           Plan of Operations................................11

PART II           OTHER INFORMATION

                  Item 1.     Legal Proceedings..............................12
                  Item 6      Exhibits and Reports on Form 8-K...............12

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

                             SARATOGA HOLDINGS, INC.
                                 BALANCE SHEETS
                    (in thousands, except per share amounts)
<TABLE>


                                                                June 30,          December 31,
                                                                  2000               1999
                                                              -----------         ------------
ASSETS:                                                       (unaudited)
<S>                                                           <C>                 <C>

  Cash                                                        $        -           $       -
  Investment in past due accounts receivable                           -                   4
  Organization costs, net of accumulated amortization                 13                  15
                                                                ----------         ----------
         Total assets                                         $       13           $      19
                                                                ==========         ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:

  Accounts payable                                            $       22           $       2
  Accrued expenses                                                     5                   -
  Note payable                                                        53                  39
                                                                ----------         ----------
         Total liabilities                                            80                  41
                                                                ----------         ----------
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 7                                           7
Retained earnings (deficit)                                          (78)                (33)
                                                                ----------         ----------
         Total stockholders' equity                                  (67)                 22
                                                                ----------         ----------
         Total liabilities and stockholders equity            $       13            $     19
                                                                ==========         ==========
</TABLE>


         The accompanying notes are an integral part of these unaudited
                              financial statements.

                                       3
<PAGE>

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

                                                 Three months ended June 30,
                                                   2000              1999
                                                 --------          ---------

Revenues
  Net sales                                      $     -           $     -
  Cost of sales                                        -                 -
                                                 ---------         ---------
         Gross profit                                  -                 -

Costs and expenses
  General and administrative                          22                 -
  Selling and marketing    -                           -
  Development                                          -                 -
  Depreciation and amortization                        1                 -
                                                 ---------         ---------
         Total costs and expenses                     23                 -
                                                 ---------         ---------
Income (loss) from operations                        (23)                -

Other income (expenses)
  Interest income                                      -                 -
  Interest expense                                    (1)                -
                                                 ---------         ---------
         Other income (expense), net                 (24)                -
                                                 ---------         ---------
Net income (loss)                              $     (24)          $     -
                                                 =========         =========
Net income (loss) per share                    $   (0.01)          $     -
                                                 =========         =========
Weighted average shares outstanding            3,791,667         3,766,667
                                               ===========       ===========


         The accompanying notes are an integral part of these unaudited
                              financial statements.

                                       4
<PAGE>


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

                                                   Six months ended June 30,
                                                      2000           1999
                                                    ---------      ---------
Revenues
  Net sales                                         $   15          $     -
  Cost of sales                                          -                -
                                                    --------        ---------

         Gross profit                                   15                -

Costs and expenses
  General and administrative                            37                -
  Selling and marketing    -                             -
  Development                                            -                -
  Depreciation and amortization                          2                -
                                                    --------        ---------
         Total costs and expenses                       39                -
                                                    --------        ---------
Income (loss) from operations                          (24)               -

Other income (expenses)
  Interest income                                        -                -
  Interest expense                                      (2)               -
                                                    --------        ---------
         Other income (expense), net                    (2)               -
                                                    --------        ---------
Net income (loss)                                  $   (26)         $     -
                                                    ========        =========
Net income (loss) per share                        $ (0.01)         $     -
                                                    ========        =========
Weighted average shares outstanding              3,791,667        3,766,667
                                                 ===========      ===========



         The accompanying notes are an integral part of these unaudited
                              financial statements.

                                       5
<PAGE>

                            SARATOGA HOLDINGS I, INC.
                             STATEMENT OF CASH FLOWS
                                   (unaudited)
                    (in thousands, except per share amounts)
<TABLE>

                                                         For the six months ended June 30,
                                                            2000                 1999
                                                          --------              -------
<S>                                                      <C>                  <C>

Cash flows from operating activities:
Net loss                                                   $(26)            $      -
Adjustments to reconcile net loss to net cash
  used for operating activities:
         Amortization                                         2                     -
         Changes in assets and liabilities                    -                     -
         Past due accounts receivable collections, net        4                     -
         Accrued liabilities                                 (3)                    -
         Organization costs                                   -                     -
                                                          -------               -------
         Net cash used for operating activities             (23)                    -
                                                          -------               -------
Cash flows from financing activities:
         Note payable                                        16                     -
         Common stock                                         6                     -
                                                          -------               -------
         Net cash provided by financing activities           22                     -
                                                          -------               -------
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                                  $     2                $    -
                                                          =======               =======
Cash paid for income taxes                              $     -                $    -
                                                          =======               =======
</TABLE>


         The accompanying notes are an integral part of these unaudited
                              financial statements.

                                       6
<PAGE>


                            SARATOGA HOLDINGS I, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                                  JUNE 30, 2000

1. Interim Presentation

The interim  consolidated  financial  statements  are  prepared  pursuant to the
requirements  for reporting on Form 10-QSB.  The December 31, 1999 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,  1999.  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 for 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 ending December 31,
2000.

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, 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.

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,  2000,  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, 2000

3. Summary of Significant Accounting Policies (continued)

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. 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).

                                       8
<PAGE>

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

3. Summary of Significant Accounting Policies (continued)

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

4. 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.

5. 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,
2000,  expires  November  11,  2001 if not  previously  exercised.  As part of a
settlement  agreement on litigation  between the company and its former officer,
this option was voided. See Note 7.

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  advisory  board
members, James F. O'Donnell,  Kenneth D. Taylor, and A. Bryan Spires. 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 the company of $6,250.00.  A.
Bryan Spires and Kenneth D. Taylor have not at the date of this filing exercised
their right under the warrant  agreement.  The agreements  unless exercised will
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.

                                       9
<PAGE>

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

5. 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 2000 and 1999 was not material.

6. 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 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 June 30, 2000,  $53,236 was outstanding under the loan agreement and interest
of $4,217 has been accrued.

7. Subsequent Events

In August  2000,  the  Company  settled  its suit  alleging  fraud and breach of
fiduciary  duty, and dropped 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.

                                       10
<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:


*    the 50 largest banks in the United States;


*    other credit agencies and lenders; and


*    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:


*    they are less than three years in default;


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


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

                                       11
<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  $53,236 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 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.

                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

In August  2000,  the  Company  settled  its suit  alleging  fraud and breach of
fiduciary  duty, and dropped 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.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

         (a)      Exhibits

         Number                     Description

         27.1              Financial Data Schedule

         (b)      Reports on Form 8-K

                  None

                                       12
<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.



Dated August 21, 2000              By: /s/ Thomas F. Cooke
                                      -------------------------------------
                                      Thomas F. Cooke
                                      Chief Executive Officer and Principal
                                      Financial Officer