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, 2002

[ ]      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
April 29, 2002: 4,339,085 shares
                ---------

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

<PAGE>

                            SARATOGA HOLDINGS I, INC.
                            -------------------------

                                   FORM 10-QSB

                                      INDEX

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

         Item 1.  Financial Statements


         Balance Sheets as of March 31, 2002 and 2001.........................3

         Statements of Operations for the Three months
         ended March 31, 2002 and 2001........................................4

         Statement of Changes in Stockholders' Equity for the period
         From December 31, 2000 to March 31, 2002.............................5

         Statements of Cash Flows for the Three months ended
         March 31, 2002 and 2001..............................................6

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

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


                                       2
<PAGE>

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

                                                           2002         2001
                                                        ----------   ----------
Assets
Current assets:
  Cash                                                  $       --   $       --
  Investment in past due accounts receivable                    --           --
  Organization costs, net of accumulated amortization            7           10
                                                        ----------   ----------

Total assets                                            $        7   $       10
                                                        ==========   ==========

Liabilities and Stockholders' Equity

Liabilities:
  Accrued expenses                                      $       32   $       10
  Accounts payable                                              44           22
  Note payable                                                 318           96
                                                        ----------   ----------

Total liabilities                                              394          128
                                                        ----------   ----------

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           13
Retained earnings                                             (404)        (135)
                                                        ----------   ----------

Stockholders' Equity                                          (387)        (118)
                                                        ----------   ----------

Total liabilities and stockholders' equity              $        7   $       10
                                                        ==========   ==========

                             See accompanying notes


                                       3
<PAGE>

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

(in thousands, except per share amounts)

                                                   Three months ended March 31,
                                                  -----------------------------
                                                     2002               2001
                                                  -----------       -----------

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

Gross profit                                               --

Costs and expenses
  General and administrative                               71                17
  Selling and marketing                                    --                --
  Development                                              --                --
  Depreciation and amortization                             1                 1
                                                  -----------       -----------

Total costs and expenses                                   72                18
                                                  -----------       -----------

Income (loss) from operations                             (72)              (18)
                                                  -----------       -----------

Other income (expenses)
  Interest income                                          --                --
  Other income                                             --                --
  Interest expense                                         (4)               (2)
                                                  -----------       -----------

Other income (expense), net                                (4)               (2)
                                                  -----------       -----------

Net income (loss)                                 $       (76)      $       (20)
                                                  ===========       ===========

Net income (loss) per share                       $     (0.02)      $     (0.01)
                                                  ===========       ===========

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

                             See accompanying notes


                                       4
<PAGE>

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

(in thousands)
<TABLE>
<CAPTION>
                                                                                         Total
                                                            Additional               Stockholders'
                                   Number        Common      Paid-In     Accumulated    Equity
                                  of Shares      Stock       Capital       Deficit     (Deficit)
                                  ----------   ----------   ----------   ----------   ----------
<S>                                    <C>     <C>          <C>          <C>          <C>
Balance at December 31, 2000           3,792   $        4   $       13   $     (115)  $      (98)
Sale of Stock                             --           --           --           --           --
Net loss                                  --           --           --         (213)        (213)
                                  ----------   ----------   ----------   ----------   ----------
Balance at December 31, 2001           3,792            4           13         (328)        (311)
Sale of Stock                             --           --           --           --           --
Net loss                                  --           --           --          (76)         (76)
                                  ----------   ----------   ----------   ----------   ----------

Balance at March 31, 2002              3,792   $        4   $       13   $     (404)  $     (387)
                                  ==========   ==========   ==========   ==========   ==========
</TABLE>

                             See accompanying notes


                                       5
<PAGE>

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

Periods from January 1 to March 31
(in thousands)

                                                           Three months
                                                          ended March 31,
                                                      -----------------------
                                                         2002         2001
                                                      ----------   ----------

Cash flows from operating activities:
Net loss                                              $      (76)  $      (20)
Adjustments to reconcile net loss to net cash
used for operating activities:
  Amortization                                                 1            1
Changes in assets and liabilities:
  Accounts payable                                            22           --
  Accrued liabilities                                          7            3
                                                      ----------   ----------

Net cash used for operating activities                       (46)         (16)
                                                      ----------   ----------

Cash flows from financing activities:
Proceeds from note payable                                    45           16
                                                      ----------   ----------

Net cash provided by financing activities                     45           16
                                                      ----------   ----------

(Decrease) increase in cash and cash equivalents              (1)          --

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

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

Supplemental cash flow disclosures:

Cash paid for interest                                $       --   $       --

Cash paid for income taxes                            $       --   $       --


                             See accompanying notes


                                       6
<PAGE>

                            SARATOGA HOLDINGS I, INC.
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                             MARCH 31, 2002 AND 2001

1. ORGANIZATION AND NATURE OF OPERATIONS

Saratoga Holdings I, Inc. ("the Company"), a Texas corporation, is a spin-off of
Saratoga Resources, Inc., a Delaware Corporation ("Saratoga Delaware"). As of
March 31, 2002, Saratoga Holdings has had no charge-offs under its ownership or
control. 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, 2002, raising substantial doubt about the
entity's ability to continue as a going concern.

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.


                                       7
<PAGE>

                            SARATOGA HOLDINGS I, INC.
               NOTES TO UNAUDITED FINANCIAL STATEMENTS (Continued)
                             MARCH 31, 2002 AND 2001

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 affect 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, 2002 and 2001, the Company did not have any temporary
differences. Accordingly, there are no deferred tax assets or liabilities
recorded.

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.


                                       8
<PAGE>

                            SARATOGA HOLDINGS I, INC.
               NOTES TO UNAUDITED FINANCIAL STATEMENTS (Continued)
                             MARCH 31, 2002 AND 2001

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
which expired in November 11, 2001. As part of a litigation settlement between
the Company and its former officer, Randall Johnson, this option was voided.

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 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.

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 2002 and 2001: 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 2002 and 2001 was not material.


                                       9
<PAGE>

                            SARATOGA HOLDINGS I, INC.
               NOTES TO UNAUDITED FINANCIAL STATEMENTS (Continued)
                             MARCH 31, 2002 AND 2001

5. RELATED PARTY TRANSACTIONS

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 had become
profitable.

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 which
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 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
Texas 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 Texas.


                                       10
<PAGE>

                            SARATOGA HOLDINGS I, INC.
               NOTES TO UNAUDITED FINANCIAL STATEMENTS (Continued)
                             MARCH 31, 2002 AND 2001

6. SUBSEQUENT EVENTS

On April 25, 2002 the Company filed an S-8 registering 522,418 shares
(pre-reverse stock split), representing 223,236 shares (post-reverse stock
split) of the Company's common stock. On April 30, 2002, the shareholders of the
Company reserved 3,000,000 shares (post-reverse stock split) for issuance under
the Plan mentioned in (4) below.

Prior to April 30, 2002, 522,418 shares (pre-reverse stock split) representing
223,236 shares (post-reverse stock split) of the Company's common stock under
the Plan were issued to their consultants and registered pursuant to the S-8
filed April 25, 2002.

On April 29, 2002, the Company issued 25,000 shares of its common stock to
Kenneth Taylor in consideration of his services as a member of the Company's
advisory board.

On April 30, 2002, certain shareholders of Agence 21, Inc., a privately owned
Delaware corporation ("Agence"), acquired control of the Company pursuant to a
share exchange and a vote of shareholders by the Company approving election to
the Board of Directors four individuals designated by Agence. Control of the
Company was assumed from Thomas F. Cooke ("Mr.Cooke") who, prior to the
exchange, controlled approximately 65% of its outstanding stock and was its sole
director. In connection with the exchange, Mr. Cooke voluntarily resigned from
the Company's Board of Directors and as its sole officer.

On April 29, 2002, in connection with the exchange, the Company issued
30,247,360 shares of common stock to A21 Acquisition, LLC, a wholly owned
subsidiary of the Company ("A21 Acquisition").

On April 30, 2002, at a special meeting of shareholders of the Company, more
than 65% of its shareholders approved, among other things, the following:

(1)  an amendment to the Company's Articles of Incorporation, effective April
     30, 2002, effecting a 2.3402:1 reverse stock split of its common stock,
     therein reducing the amount of outstanding common stock immediately after
     giving effect to the reverse split to approximately 14,779,267 shares, of
     which 12,925,117 represented those shares issued by the Company to A21
     Acquisition in connection with the share exchange;

(2)  an amendment to the Company's Articles of Incorporation changing their
     legal name from "Saratoga Holdings I, Inc." to "a21 Group, Inc.";


                                       11
<PAGE>

                            SARATOGA HOLDINGS I, INC.
               NOTES TO UNAUDITED FINANCIAL STATEMENTS (Continued)
                             MARCH 31, 2002 AND 2001

6. SUBSEQUENT EVENTS - Continued

(3)  an amendment to the Company's Articles of Incorporation increasing the
     number Board of Directors from one member to up to eleven members, and set
     the initial amount of Board of Directors at four members, until
     subsequently changed by Board, as: Luke Allen, Vincent C. Butta, Thomas V.
     Butta, and Albert H. Pleus;

(4)  adoption of the 2002 Board of Directors and the Officer's and Consultant's
     Stock Option, Warrant, and Award Plan (the "Plan"), and the reservation for
     issuance of 7,020,600 shares of pre-reverse split common stock under the
     Plan, representing 3,000,000 shares of post-reverse split of a21 Group, Inc
     common stock;

(5)  the change of the ticker symbol of the Company from "SGXK" to "ATWO"; and

(6)  the change of domicile of the Company from Texas to Delaware, effective
     upon actions taken by Mr. Cooke necessary to effect this change.

As of the current date, the Company's name is "a21, Inc." as the name "a21
Group, Inc." was not available in Texas, and their common stock under the new
symbol "ATWO" continues to trade on the over the counter bulletin board.


                                       12
<PAGE>

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

Liquidity

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

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 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.

As of the date of this filing, Saratoga Holdings has borrowed $80,000 on the
revolving line of credit. Saratoga Holdings anticipates that it will borrow on
the line of credit in the near future and intends to repay the line of credit
pursuant to the terms of the note which became due and payable on April 11,
2001. Saratoga Holdings and Saratoga Resources agreed to extend the agreement
and expanded the line of credit. Since expanding the line of credit, Saratoga
Holdings has borrowed an additional $87,551.

Results of Operations

Saratoga Holdings reported revenues of $0 during the three months ended March
31, 2002 as compared to $0 during the three months ended March 31, 2001.


                                       13
<PAGE>

Operating expenses totaled $72,000 during the three months ended March 31, 2002
as compared to $18,000 during the three months ended March 31, 2001. The
increase in expenses was caused by the consulting agreement implemented since
June of 2001 and the recognition of legal fees during the first quarter of 2002.

During the three months ended March 31, 2002, the Company reported interest
expense of $4,000 as compared to $2,000 in interest expense in the three months
ended March 31, 2001.

As of March 31, 2002, Saratoga Holdings has no charge-offs under its ownership
or control and has no unpaid balances.


                                       14
<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.



                                       By: /s/ THOMAS F. COOKE
                                           -------------------------------------
                                           Thomas F. Cooke
                                           Duly Authorized Former
                                           Chief Executive Officer and Principal
                                           Financial Officer


                                       15