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
         SEPTEMBER 30, 1999

[ ]      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 or 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      [X]      No       [ ]

                      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
November 10, 1999: 3,766,667 shares

         Transactional Small Business Disclosure Format (check one);
Yes      [X]      No       [ ]

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<PAGE>



                            Saratoga Holdings I, Inc.
                         Unaudited Financial Statements

                  Three and Six Months Ended September 30, 1999

                     INDEX TO UNAUDITED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

Unaudited Financial Statements
<S>                                                                                                               <C>
Balance Sheets....................................................................................................4



Statements of Operations..........................................................................................5



Statements of Cash Flows..........................................................................................6



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


</TABLE>

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<PAGE>

<TABLE>
<CAPTION>


                            Saratoga Holdings I, Inc.

                                 Balance Sheets





                                                                               September 30,              December 31,
                                                                                    1999                      1998
                                                                          -----------------------     ---------------------
<S>                                                                             <C>                       <C>
ASSETS
                                                                                UNAUDITED
Current assets - cash . . . . . . . . . . . . . . . . . . . . . . . .           $        125                     1,000
Investment in past due accounts receivable  . . . . . .                               11,115                    10,000
                                                                                ------------              ------------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $     11,240              $     11,000
                                                                                ------------              ------------
 .
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities - accrued expenses . . . . . . . . . . .                    $     11,000                         -
Preferred stock, par value $.0001; 100,000 shares
authorized; none outstanding  . . . . . . . . . . . . . . . . .                            -                         -
Common stock, par value $.001; 1000,000,00
shares authorized; 3,766,667 shares issued and
outstanding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               4,000                     4,000
 .
Additional paid-in Capital  . . . . . . . . . . . . . . . . . . .                      7,000                     7,000
Retained earnings (accumulated deficit)  . . . . . . . .                              10,760                         -
                                                                                ------------              ------------
Total liabilities and stockholder's equity . . . . . . . .                      $     11,240              $     11,000
                                                                                ============              ============

</TABLE>

SEE ACCOMPANYING NOTES.


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<PAGE>


<TABLE>
<CAPTION>

                            Saratoga Holdings I, Inc.

                            Statements of Operations
                                   (Unaudited)


                                                                             THREE MONTHS               NINE MONTHS
                                                                                ENDED                      ENDED
                                                                            SEPTEMBER 30,              SEPTEMBER 30,
                                                                                 1999                       1999
                                                                       -----------------------     ---------------------
<S>                                                                            <C>                      <C>

Revenues  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $         --             $           --
 .
Expenses:
    General and administrative expenses   . . . . . . . . . . . . . . .               2,760                     10,760
                                                                               ------------             --------------
Net loss  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $      2,760             $       10,760
                                                                               ============             ==============

Basic and diluted earnings per share  . . . . . . . . . . . . . . . . .        $       0.00             $         0.00
                                                                               ============             ==============
Weighted-average number of common shares
outstanding  . . . . . . . . . . . . .  . . . . . . . . . . . . . . . .           3,766,667                  3,766,667

</TABLE>



SEE ACCOMPANYING NOTES


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<PAGE>


<TABLE>
<CAPTION>

                            Saratoga Holdings I, inc.

                            Statements of Cash Flows
                                   (Unaudited)


                                                                                THREE MONTHS               NINE MONTHS
                                                                                   ENDED                      ENDED
                                                                               SEPTEMBER 30,              SEPTEMBER 30,
                                                                                    1999                       1999
                                                                            ------------------          -----------------
<S>                                                                             <C>                       <C>
OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        $   (2,760)               $   (10,760)

Adjustments to reconcile net loss to net cash used in operating activities:
    Changes in operating assets and liabilities:
        Investment in past due accounts receivable . . . . . . . . . . .        $   (2,115)               $    (1,115)
        Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . .             3,000                     11,000
                                                                                -----------               ------------

Net cash used in  by operating activities  . . . . . . . . . . . . . . .            (1,875)                      (875)
                                                                                -----------               ------------

Net change in cash . . . . . . . . . . . . . . . . . . . . . . . . . . .            (1,875)                      (875)

Cash at beginning of period  . . . . . . . . . . . . . . . . . . . . . .             2,000                      1,000
                                                                                -----------               ------------
Cash at end of period  . . . . . . . . . . . . . . . . . . . . . . . . .               125                        125
                                                                                -----------               ------------
</TABLE>



SEE ACCOMPANYING NOTES


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<PAGE>



                            Saratoga Holdings I, Inc.
                     Notes to Unaudited Financial Statements
                  Three and Six Months Ended September 30, 1999

1.       ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING
         POLICIES

Saratoga Holdings I, Inc. (the Company), is a Texas corporation. As of September
30, 1999, the Company has no operations  other than those related to a portfolio
of past due account receivables.  Accordingly,  no prior year comparable numbers
are presented for the statements of operations and cash flows. The Company 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.  Effective  May 17,  1999,  the  Company's  registration
statement on Form SB-2 was declared  effective  by the  Securities  and Exchange
Commission   and,   accordingly,   the  company  is  subject  to  the  reporting
requirements of section15(d) of the securities  exchange act of 1934. Its shares
are now publicly registered.

The Company was  previously the wholly owned  subsidiary of Saratoga  Resources,
Inc., a Delaware Corporation (The "Parent").  In connection to the merger of the
Parent with another entity,  the Parent  distributed  3,465,292 of its shares of
the Company to the  Parent's  stockholders  and the Parent  transferred  301,375
shares  of  the  Company  to  Saratoga  Resources,  Inc.,  a  Texas  corporation
("Saratoga-Texas")(also   a   former   subsidiary   of  the   Parent,   spun-off
simultaneously with the Company).

The accompanying  unaudited financial  statements are those of the Company,  and
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information and with the instructions to Form 10-QSB and
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
notes  required  by  generally  accepted  accounting   principles  for  complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered  necessary for a fair presentation for
the periods  indicated have been included.  Operating  results for the three and
nine month periods ended  September 30, 1999 are not  necessarily  indicative of
the results  that may be expected for the year ending  December  31,  1999.  The
balance  sheet at December 31, 1998 has been derived from the audited  financial
statements at that date, but does not include all of the  information  and notes
required by generally  accepted  accounting  principles  for complete  financial
statements.  The accompanying financial statements should be read in conjunction
with the audited financial statements (including the notes thereto) for the year
ended December 31, 1998.

2.       GOING CONCERN

The  Company's  financial  statements  have been  prepared  in  conformity  with
generally  accepted  accounting  principles for interim  financial  information,
which contemplates  continuation of the Company as a going concern. However, the
Company had no operating activities prior to

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<PAGE>



November 12, 1998 and had limited cash, working capital and available sources of
financing at September 30, 1999,  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 commissions which the Company intends
to pay with collections of the past due accounts receivable. Saratoga- Texas has
agreed to pay the  Company's  legal,  accounting  and  reporting  expenses up to
$40,000 for the first 18 months of the Company's operations subject to repayment
if the Company becomes profitable.  This agreement is documented by a note dated
November 12, 1998 which  provides  for interest a the rate of 10% per annum.  In
addition,  the  Company  hopes  that it will  be  able  to  support  some of its
operations through the collection of accounts receivable.

                            Saratoga Holdings I, Inc.
                     Notes to Unaudited Financial Statements
                  Three and Six Months Ended September 30, 1999

3.       RELATED PARTY TRANSACTION

On May 17, 1999, the Company's  registration statement on Form SB-2 was declared
effective by the Securities and Exchange  Commission,  publicly  registering the
stock  of  Saratoga  Holdings  I,  Inc.  which  was then  spun  off by  Saratoga
Resources, its former parent.

Randall Johnson,  the President of the Company,  is also a stockholder,  officer
and director of both the company that sold the past due accounts  receivable  to
the  Company  and of the  company  that the  Company  has hired to  collect  the
receivables  (the Premium  Group).  The Premium  Group's primary role will be to
provide  management  expertise  and  strategic  direction to the Company for the
acquisition of companies and consolidation of collection companies.  On June 14,
1999, the Company agreed to the following compensation,  upon the closing of one
or more  acquisitions  of collection  companies by the Company  resulting in pro
forma  after tax  earnings of $4  million:  issuance to Randall  Johnson and the
Premium Group collectively 376,668 shares of common stock of the Company as well
as warrants to purchase an additional 376,668 shares. Half of these warrants, at
an exercise  price of 110% of the average  Company stock price 90 days after the
first acquisition, will vest one year after the first acquisition and expire two
years later. The remaining half of the warrants, at an exercise price of 200% of
the average Company stock price 90 days after the first  acquisition,  will vest
two years after the first  acquisition  and expire two years later.  In exchange
for these shares and warrants,  the Company received an option to acquire all of
the equity ownership of the Premium Group within 90 days of an acquisition, at a
price  based  on  the  EBITDA  of  the  acquired  collection  agencies.   If  no
acquisitions  of  collection  agencies has been made by December  31, 1999,  the
agreement expires.



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<PAGE>



                            Saratoga Holdings I, Inc.

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

         Overview.  Since the  consummation  of the spin off of the Company from
the Parent,  management  has sought new business  opportunities  relating to the
acquisition,  resale, management, and collection of portfolios of delinquent and
defaulted accounts receivable.

         The Company has also entered into a strategic alliance with the Premium
Group ("Premium"), a regional collection agency located in Georgetown, Texas. In
accordance  with this  agreement,  Premium  will act as the  exclusive  agent to
assist the Company in the location, purchase and sale of receivables.  Using its
current customer base and extensive  contacts within the industry,  Premium will
assist the Company in the acquisition of these  portfolios.  This agreement will
serve to allow the  Company  to  negotiate  for  larger  portfolios  and to take
advantage of associated volume discounts.

         Additionally,  the Company is  currently  negotiating  with  investment
bankers to raise approximately $40 million to be dedicated to the acquisition of
regional  and  national  collection  agencies,  as  described  in the  "Business
Strategy" section of the Prospectus of the Company's  registration  statement on
Form SB-2.

YEAR 2000 ISSUE

         The Registrant  utilizes software and related  technologies that may be
affected  by the Year  2000  issue,  which is  common  to most  businesses.  The
Registrant is addressing  the effect of the potential Year 2000 issue on all its
critical systems and with all of its critical vendors, customers and clients. At
this time, critical  information systems throughout the Registrant are Year 2000
compliant. No extra costs were incurred in obtaining this compliance. Management
has determined  that no critical  business  areas will be adversely  affected by
Year  2000  issues,  but the  Registrant  continues  to work  with its  vendors,
customers  and  others to  ensure a smooth  transition.  Based on the  foregoing
Management  does  not  consider  any  contingency  plan  to  be  necessary,  and
management  believes  that any costs and risks  related to Year 2000  compliance
will not have a material  adverse impact on the liquidity or financial  position
of the  Registrant.  If the  Registrant  hereafter  engages in  acquisitions  or
business  combinations,  such as the  purchase  of the  consumer  debt  accounts
receivable  in 1999,  management  will address  possible new Year 2000  problems
related to such transactions at the time of such transactions.

FORWARD-LOOKING STATEMENTS

         Statements  contained  herein  that relate to the  Registrant's  future
performance,  including  without  limitation  statements  with  respect  to  the
Registrant's  anticipated  results  for any  portion  of 1999,  shall be  deemed
forward  looking  statements  within the safe harbor  provisions  of the Private
Securities  Litigation  Reform Act of 1995.  A number of factors  affecting  the
Registrant's  business  and  operations  could  cause  actual  results to differ
materially from those contemplated by the forward

                                        8


<PAGE>



looking  statements.  Those factors include,  but are not limited to, demand and
competition  for  the  Registrant's  products  and  services,   changes  in  the
requirements  of  clients  and  customers,   and  changes  in  general  economic
conditions that may affect demand for the Registrant's  products and services or
otherwise affect results of operations or the value of the Registrant's  assets.
The forward-looking statements that are included in this report were prepared by
management and have not been audited by,  examined by,  compiled by or subjected
to  agreed-upon  procedures by independent  accountants,  and no third party has
independently  verified  or  reviewed  such  statements.  Readers of this report
should  consider these facts in evaluating the information and are cautioned not
to place undue reliance on the forward-looking statements contained herein.

PART II

ITEM 1.           LEGAL PROCEEDINGS

Not applicable.

ITEM 2.           CHANGES IN SECURITIES.

Not applicable.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

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

Not applicable.

ITEM 5.           OTHER INFORMATION

Not applicable.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         a)       Exhibits

         None

         b)       Reports on Form 8-K

         The  Company  did not file any  reports  on Form 8-K  during the period
covered by this report.


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<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 November 15, 1999



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


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