Securities and Exchange Commission

                               Washington DC 20549

                                   Form 10-KSB

GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS

[X] Annual  Report Under Section 13 or 15(d) of the  Securities  Exchange Act of
1934: For the fiscal year ending October 31, 2000

[ ] Transition  Report Under Section 13 or 15(d) of the Securities  Exchange Act
of 1934: For the transition period from__________ to____________

Commission file number____________

                      Saratoga International Holdings Corp.

                 (Name of Small Business Issuer in its charter)


            Nevada                                 98-0169082
            ------                                 ----------

      (State or other jurisdiction of           (I.R.S. Employer
       incorporation or organization)           Identification No.)

                    8756 - 122nd Avenue NE Kirkland, WA 98033

                    (Address of principal executive offices)

                                  425-827-7817

                            Issuer's telephone number

        Securities registered under Section 12(b) of the Act: NONE

        Securities registered under Section 12(g) of the Act:

          $0.001 Par Value Voting Common Shares             OTC Bulletin Board

                  (Title of Class)                        (Registered Exchange)

Check whether the issuer (1) filed all reports  required to be filed by Sections
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. [X]Yes [ ]No

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  contained in this form, and no disclosure will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

The issuers revenues for the year ended October 31, 2000. $100,529




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<PAGE>

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  based on the average bid and asked price of such common  equity,
as of December 28, 2000 was $2,081,597.

The number of shares  outstanding of each of the issuer's classes of such common
equity, as of December 28, 2000 was 83,451,636 shares.

Transitional Small Business Disclosure Format (check one): Yes___; No_X_


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

o        Organization and General History

The following  summarizes the organizational  history of Saratoga  International
Holdings Corp. herein referred to as "Saratoga".

The following sets forth the  chronological  history of Saratoga's  organization
and general history.

June,  1993 the company was  incorporated  in the State of Washington  under the
name FCP., Ltd. and was privately owned.

December, 1997 the corporate name was changed to Western Oil & Tire Distributors
Inc.  There was no operating  activity  between June,  1993 and December,  1997.
Management  developed  a business  plan based on a  strategy  of growth  through
acquisition  of existing  businesses  and targeted the retail and  wholesale and
tire and  petroleum  product  distribution  businesses  as its initial  targeted
industry.

July,  1998  the  company  merged  with  and  became  a  successor   company  to
Knightsbridge  Corporation,  a company originally  incorporated in June, 1996 in
the State of Nevada. The corporate name Knightsbridge was changed to Western. In
March, 1999 the company had not acquired any tire or petroleum  businesses.  The
company  spun off the  Western  project  in its  conceptual  development  stage,
changed the corporate name from Western to Saratoga and re-directed its business
development activity at the e-commerce and telecommunications industry.

o        Authorized Capital

Saratoga is  authorized to issue  200,000,000  shares of  non-assessable  voting
common  stock,  par value  $0.001 per share and  50,000,000  shares of preferred
stock, par value $0.001 per share with such rights and preferences as determined
from time to time by the Board of Directors.

o        Business Activity

Beginning June,  1999 and since then to date,  Saratoga's  business  activity is
summarized as follows:

June,  1999:  Saratoga  acquired from Internet  Interview  Inc., a Florida based
company, the right to develop a prepaid long distance virtual calling card.



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<PAGE>


February, 2000: Saratoga acquired Virtual Media Group Inc. an e-commerce service
company with offices in Kirkland, Washington and Lethbridge, Alberta Canada.

August, 2000:  Saratoga discontinued the operations of Virtual Media.

September,  2000:  Saratoga  acquired  Access World  Wireless  Services Inc. and
Access  World Telcom &  Technologies  Inc.  which had been  operated by the same
Board of Directors and executive  management since  commencement of their common
telecommunications  service business in August, 1999. The Access World companies
had offices and operations in Florida and New York.

The following sets forth additional  information  regarding  Saratoga's business
activity summarized above.

Virtual Calling Card Business

Saratoga's  first entry into the  e-commerce  industry  took place in June 1999.
Saratoga  formed a wholly-owned  subsidiary  Saratoga  Telecom Corp.  ("Saratoga
Telecom"),  a Nevada  corporation,  through  which  it  acquired  from  Internet
Interview  Inc., a Florida based  company,  the right to develop a technology to
market  prepaid long distance  telephone  calling  service via the Internet as a
reseller for long distance suppliers.

The  operational  right  acquired  from  Internet  Interview   consisted  of  an
operational  concept  and plan to enter into the  business  of  selling  virtual
prepaid  phone cards over the  Internet,  including  the  technological  need to
develop a web site,  accounting and management  software,  an Internet marketing
program  to  establish  a web site  agent  network  and  Internet  links  and to
establish  agreements  and  technology  necessary  to accept,  process and clear
credit card transactions over the Internet.

As  consideration  for the  purchase of the rights to the  technology,  Saratoga
issued to the two principal  shareholders  of Internet  Interview,  Inc.  Messrs
Norman Reisch and Tom Morsey, Warrants to each to purchase 500,000 shares of the
common stock of Saratoga exercisable at any time at $0.10 per share and expiring
June 16,  2004.  The  purchase  price of the  operational  right was recorded at
$102,666, the estimated value of the Warrants.

Saratoga  entered into a three year  employment  agreement with Tom Morsey,  the
former  President and minority  shareholder  of Internet  Interview,  Inc. which
entitles the employee to a base salary of $5,000 monthly plus annual performance
bonus to be  determined  by the Board of Directors and stock options to purchase
up to 250,000 shares of Saratoga at $0.10 per share.  Saratoga also entered into
a one year consulting  agreement with AJAY Enterprises  which entitled AJAY to a
$5,000 monthly service fee and stock options to purchase up to 250,000 shares of
Saratoga  at $0.10 per  share.  AJAY is  controlled  by  Norman  Reisch a former
principal  shareholder of Internet Interview Inc. The consulting  agreement with
AJAY was terminated by mutual agreement in August, 1999. Tom Morsey currently
serves as a Director of Saratoga  and is  responsible  for  managing  Sararoga's
growth by acquisition telecommunications business development plan.


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<PAGE>

Initially,  the  business  development  plan for  Saratoga  Telecom was based on
marketing and selling  virtual prepaid long distance  telephone  calling service
over the  Internet  targeted at potential  customers  who  originate  calls from
foreign  countries  to the United  States and to other  foreign  countries.  The
business  development  plan for  Saratoga  Telecom  has been  updated to include
targeting  sales of prepaid long  distance  telephone  calling  service over the
Internet for calls originating in the United States to foreign countries and for
long distance calls originating and terminating within the United States as well
as calls  originating  in foreign  countries  to the United  States and to other
foreign countries. Saratoga's marketing plan has also been expanded to include
targeting  sales  of  prepaid  long  distance  service  hard  cards  principally
targeting  at niche  markets in the United  States.  A recent Frost and Sullivan
report  estimates  that revenues in the prepaid long distance  industry will top
$9.38 billion by the year 2001.  The forecast is based on revenue  estimates for
prepaid  telephone  traffic sold by long  distance  companies  and resellers for
service carried over the Internet as well as service  carried over  conventional
telephone  equipment.  The  Internet  telephone  segment  of  this  industry  is
forecasted  to be in excess  of $1.82  billion  by 2001.  Saratoga  Telecom,  is
pursuing sales of Internet  telephone service as well as conventional  telephone
equipment service.

Since acquiring the Internet prepaid long distance  calling service  development
right from Internet Interview, Saratoga Telecom has completed the development of
a web site  (www.TalkIsCheapCard.com)  which may be accessed by the customer via
the  Internet to place an order for a prepaid  virtual  calling  card.  Saratoga
Telecom has also completed the development of software  technology which enables
it to electronically acquire units of prepaid long distance calling service from
its  suppliers,  to store such units until they are sold,  to accept and process
prepaid credit card sales,  and to distribute  such units to Saratoga  Telecom's
customers.  Information  is provided to the  customer  over the  Internet on the
number of long distance units acquired,  the price per unit, the total amount of
the purchase and dialing  instructions to access long distance  calling service.
To  originate a call using the  "virtual"  card,  the  customer  must follow the
instructions  provided over the Internet at the time the prepaid calling service
is purchased.  This information can be printed out and kept in the buyer's purse
or wallet.

One of Saratoga's  marketing  strategies is to establish a network of "Web Site"
agents  in  targeted  markets  to  direct  potential  customers  to a  Web  Site
(www.TalkisCheapCard.com)  developed  and owned by  Saratoga  Telecom  Corp.  to
dispense long distance usage purchased online by the customers.

Long  distance  telephone  calling  service is to be provided  by long  distance
service  suppliers  which  provide  telecommunications  services  to the markets
targeted by Saratoga  Telecom.  Saratoga Telecom,  as an independent  contractor
("reseller"), purchases units of long distance service usage from such suppliers
under non-exclusive agreements with the suppliers.



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<PAGE>

Virtual Media Group Inc.

In February 2000,  Saratoga  acquired Virtual Media Group,  Inc. in exchange for
1,053,940  shares  valued at  $264,961.  Prior to its  acquisition  by Saratoga,
Virtual issued a 9% Series A subordinated  convertible  redeemable  debenture of
$900,000 net of a $100,000 discount,  due February 11, 2002 which was assumed by
Saratoga.  The series A debenture was convertible into common stock of Saratoga,
as a result of the assumption of the debt. The debt was convertible  into common
stock at 70.0% of the average closing bid price of the common stock for the five
days immediately  preceding the date of notice of conversion by the holder.  The
debt has been converted into 4,041,501 shares of Saratoga's common stock.

The beneficial  conversion feature was accounted for in accordance with Emerging
Issues  Task  Force  No.  98-5,  "Accounting  for  Convertible  Securities  with
Beneficial  Conversion Features or Contingently  Adjustable  Conversion Ratios."
Therefore,  the beneficial conversion feature, which was valued at approximately
$430,000,  was accounted for as additional  interest  expense at the issue date,
which is the date the debentures first become convertible. Saratoga also granted
1,000,000 warrants to the former  shareholders of Virtual.  The warrants were to
vest over a six year  period  conditioned  on the  continued  employment  of the
former owners.

Virtual's business  development plan was based on providing e-commerce solutions
for the  Internet.  Virtual  provided  technological  services to its  customers
including website development and hosting, database development, digital virtual
tour technology and multi media services including CD ROM's.

The operations of Virtual Media were discontinued  effective August 31, 2000 and
the warrants have been  forfeited.  The growth of revenues from the operation of
Virtual  following its  acquisition by Saratoga did not  materialize as expected
and operating losses were greater than forecast. The prospects for future growth
with  reasonable  profit  margins  in  web-site  design and  internet  marketing
services within Virtual's  regional marketing area were severely dampened by the
proliferation of competitors entering into this market.

The loss from discontinued  operations associated with Virtual Media Group, Inc.
for the year ended October 31, 2000 up to the measurement  date of July 31, 2000
was $119,637.  The loss on  disposition  of assets of Virtual is estimated to be
$311,248 for the year ended October 31, 2000,  including a write off of non cash
investment of approximately $265,000,  other assets of approximately $37,000 and
disposal expense of $10,000.

Access World

On September 21, 2000 Saratoga  acquired all of the outstanding  stock of Access
World Wireless Services,  Inc.  ("Wireless") under an Agreement for Purchase and
Sale of Stock and all of the stock of Access World Telcom &  Technologies,  Inc.
("Telcom") under a share Exchange  Agreement in exchange for 5,725,000 shares of
Saratoga common stock.

The business  affairs of Wireless and Telcom had been operated by the same Board
of Directors and executive  management team since commencement of development of
their common business activity, August 1999 and the employee complement and


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<PAGE>

operating  asset base  engaged  to  develop  the  business  activity  of the two
entities to date can be considered that of a single  operation.  Therefore,  the
acquisition  of  Wireless  and  Telcom  was  treated  as  a  composite  business
acquisition transaction.

The  5,725,000  shares of common  stock  were  valued at  $646,925  based on the
average  trading  price for  Saratoga  stock for three days before and after the
effective  date of the  Agreement,  which was  September  21, 2000.  In addition
Saratoga assumed Telcom's 8% convertible debenture obligation for $1,000,000 and
related debenture subscriptions  receivable.  Proceeds of $750,000 were received
by October 31, 2000 and the remaining $250,000 was received in November 2000.

On  September  18,  2000  Telcom  issued  8% series A  subordinated  convertible
redeemable  debentures  for  $1,000,000  due  September  18, 2002.  The series A
debentures  are  convertible  into  Saratoga  stock  as a result  of  Saratoga's
assumption of the debt.  The  debentures are  convertible  into Saratoga  common
stock at 63.6% of the closing bid price of the common stock for any of the three
trading  days  immediately  before  and  including  the  date of the  notice  of
conversion by the holder.  As of October 31, 2000,  $80,000 of the debt has been
converted into common stock.

The 36.4%  discount  from the market price of the stock  equates to a beneficial
conversion  feature  amounting to $571,428 of which  $428,571 which is accounted
for as additional interest expense in fiscal 2000.

The Access World companies were acquired to advance  Saratoga's  presence in the
telecommunications  service business.  Access Wireless owned an operating system
with points of presence in several locations  including New York, Miami, and Los
Angels and Boston.


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<PAGE>

Access  Wireless also had plans to expand beyond the prepaid phone card business
by  providing  other  foreign  and  domestic  customers  with  service  over its
operating system.

However,  revenues from customer service over Access Wireless'  operating system
did not materialize as expected.  Due to less than favorable rates under a prior
contract with an underlying service provider, the cost of providing service over
the Access Wireless system and related  operating losses were far beyond initial
expectations.   Prospects  for  Access  Wireless'  future  indicated  continuing
operating  losses and a need for a greater  investment of capital with little or
no assurance of recovery of capital investment in Access Wireless or a return on
such  investment  commensurate  with  the  risk of  investment.  Therefore,  the
operations of Access Wireless were discontinued.  Service to acive customers was
transferred to Huntington  Markets, a privately owned reseller located at the 60
Hudson Street telecom location in New York.

The operations of Access Wireless and Access Telcom were discontinued  effective
February  2,  2001.  The loss from  discontinued  operations  for the year ended
October 31, 2000 is $870,172  including  accrued  expenses up to the measurement
date of  February  2, 2001 of  $420,584.  The loss on  disposition  of assets of
Access Wireless and Access Telcom is estimated to be $655,925 for the year ended
October 31,  2000,  including  a write off of the  investment  of  approximately
$646,925, and disposal expense of $9,000.

Saratoga's  current  overall  business goal to become  operational is based on a
plan  of  acquiring  and  consolidating   existing   businesses  and  marketable
technologies,  products and services targeted at the rapidly growing  e-commerce
and telecommunications industry.

ITEM 2.  DESCRIPTION OF PROPERTY.

Neither Saratoga nor its subsidiary own any real property.  Saratoga's executive
and  administrative  offices are located in Kirkland  Washington  in 1300 square
feet of  office  space  provided  to it under a month  to  month  administrative
support  services  agreement with Coast Northwest Inc., a company  controlled by
Patrick F. Charles and Terrence K. Picken, Officers of Saratoga.  Administrative
support services  provided under a verbal agreement include use of office space,
office equipment,  clerical services,  data processing,  local and long distance
telephone service and other  miscellaneous  administrative  support services for
which the Company pays $13,000 per month.

Saratoga  Telecom  Corp has a lease on 1500 sq. ft. of office  space  located in
Hallandale,  Florida at a rate of  approximately  $1,561 per month through July,
2001. There is one two year lease renewal option on this office space.

Saratoga  believes  the office  space  shall be  adequate  for its needs for the
foreseeable future.


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<PAGE>


ITEM 3. LEGAL PROCEEDINGS.

Saratoga is not a party to any pending legal proceedings.

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

No matters were submitted to a vote of security holders.


                                     PART II

ITEM 5.  MARKET  PRICE AND  DIVIDENDS  ON  SARATOGA'S  COMMON  EQUITY  AND OTHER
STOCKHOLDER MATTERS.

Saratoga's  common  stock was traded on the OTC Bulletin  Board from July,  1998
under the  trading  symbol  WOTD until the  symbol was  changed to SHCC in March
1999. The high and low sales prices for each quarter for the years ended October
31, 1999 and 2000 were as follows:

Quarter Ended                        High              Low

January 31, 1999                    $0.220           $0.025
April 30, 1999                      $0.290           $0.020
July 31, 1999                       $0.220           $0.100
October 31, 1999                    $0.215           $0.120

January 31, 2000                    $0.328           $0.080
April 30, 2000                      $0.750           $0.150
July 31, 2000                       $0.240           $0.062
October 31, 2000                    $0.187           $0.050

Quotations  for Saratoga's  common stock reflect  inter-dealer  prices,  without
retail  markups,   markdowns  or  commissions  and  may  not  represent   actual
transactions.

Saratoga has approximately 3,674 holders of its common stock.

No dividends  have been  declared on  Saratoga's  common  stock.  Holders of the
common stock are entitled to share pro rata in dividends and distributions  with
respect to the common stock, as may be declared by the Board of Directors out of
funds legally  available  subject to a restriction  that dividends on the common
stock may not be paid until  dividends on the  cumulative  Series A  Convertible
Redeemable Preferred Stock have been paid.

In August 2000 Saratoga  issued 55,000 shares of common stock valued at $.12 per
share to employees.  Such shares were issued without registration pursuant to an
exemption from registration under Section 4(2) of the Securities Act of 1933.

In September 2000, Saratoga issued 100,000 shares of common stock valued at $.17
per share for consulting services.  Such shares were issued without registration
pursuant to an exemption from registration  under Section 4(2) of the Securities
Act of 1933.

In September  2000 Saratoga  issued 50,000 shares of common stock valued at $.11
per share for consulting services.  Such shares were issued without registration
pursuant to an exemption from registration  under Section 4(2) of the Securities
Act of 1933.


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<PAGE>


In September  2000 Saratoga  issued 12,000 shares of common stock valued at $.11
per share to an employee.  Such shares were issued without registration pursuant
to an exemption  from  registration  under Section 4(2) of the Securities Act of
1933.

In September  2000 Saratoga  issued  4,000,000  shares of common stock valued at
$.113 per share to a  Corporation  for the  purchase of 76 percent of the common
stock of Access World  Wireless  Services,  Inc. Such shares were issued without
registration  pursuant to an exemption from  registration  under Section 4(2) of
the Securities Act of 1933.

In September  2000 Saratoga  issued  1,281,225  shares of common stock valued at
$.113 per share to a husband  and wife for the  purchase  of 24  percent  of the
common stock of Access World  Wireless  Services,  Inc.  Such shares were issued
without  registration  pursuant to an exemption from registration  under Section
4(2) of the Securities Act of 1933.

In September 2000 Saratoga issued 443,775 shares of common stock valued at $.113
per share to a husband and wife and three  individuals  for the  purchase of 100
percent of the common  stock of Access World Telcom &  Technologies,  Inc.  Such
shares  were  issued  without   registration   pursuant  to  an  exemption  from
registration under Section 4(2) of the Securities Act of 1933.

In September 2000 Saratoga issued 433,334 shares of common stock valued at $.105
per share to an  individual as payment of  obligations  of Access World Telcom &
Technologies,  Inc. Such shares were issued without registration  pursuant to an
exemption from registration under Section 4(2) of the Securities Act of 1933.

Prior to its  acquisition by Saratoga in September  2000,  Access World Telcom &
Technologies, Inc. ("Access Telcom") issued $1,000,000 principal amount of an 8%
Series A Senior Subordinated  Convertible Redeemable Debenture due September 18,
2002 to three non-related  parties in a private placement.  Saratoga assumed the
obligation  for the Debenture as well as the proceeds from the Debenture as part
of the  purchase of Access  Telcom.  The Series A Debenture  and the shares into
which it are to be converted were exempt from  registration  in reliance on Rule
504 of  Regulation D of the  Securities  Act of 1933.  The Series A Debenture is
convertible  into  Saratoga  common stock at a conversion  price of 63.6% of the
closing  bid  price  of the  common  stock  on any of  the  three  trading  days
immediately  preceding the date of receipt of the conversion  notice. At October
31, 2000,  $750,000 of this  $1,000,000  Debenture  has been  collected  and the
remaining  $250,000 was collected in November 2000. At October 31, 2000, $80,000
of this Debenture has been converted into 1,836,967 shares of common stock at an
average  price of $.044 per share.  In  connection  with the  assumption  of the
Debenture, Saratoga recorded $428,571 of additional paid-in capital representing
the  beneficial  conversion  feature  value  of the  conversion  price  discount
relating to the amount  collected at October 31, 2000. This amount is charged to
interest expense when the Debenture first becomes convertible, which is when the
funds are received. For the year ended October 31, 2000, $428,571 was charged to
interest expense in connection with this Debenture.

Saratoga  believed that each of the foregoing persons or entities to whom shares
of common stock were issued were either "accredited investors" or "sophisticated
investors"  as defined  in the  Securities  Act of 1933.  Each had access to all
material  information  regarding Saratoga,  its business and financial condition
prior to the offer and sale of the securities in question.

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<PAGE>

Saratoga took into  consideration  a number of factors in determining  the price
per share of its common stock in the described transactions.  These consisted of
(1) the  "restricted"  nature of the securities  (except for those  transactions
under Regulation D Rule 504); (2) the limited market for Saratoga's common stock
on the OTC Bulletin Board;  (3) the low book value per share; and (4) Saratoga's
history of limited revenues.

For common stock issued in  non-monetary  transactions  involving  marketability
discounts  Saratoga's  policy  is to  account  for  marketability  discounts  in
accordance with guidelines provided by published empirical studies and financial
research on marketability discounts.

ITEM 6. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATIONS.

o        Plan of Operations

Saratoga's  current plan is to become operational by approximately July 31, 2001
by continuing with the  implementation of the business  development plans of its
subsidiary,   Saratoga  Telecom  Corp.   Saratoga  also  plans  to  explore  the
possibility of acquiring other businesses,  technologies,  products and services
available in the e-commerce industry.

Saratoga  Telecom is in the  process  of  establishing  itself as a reseller  of
prepaid long distance  telephone  calling service provided by major domestic and
international  long  distance  service  suppliers.  Saratoga's  Telecom's  major
marketing  strategy is based on selling prepaid long distance usage to customers
over   the   Internet.    Saratoga    Telecom   has   developed   a   Web   Site
(www.TalkisCheapCard.com) to facilitate the sale of prepaid long distance usage.
By dialing up the Web Site on the Internet, customers may order and receive long
distance usage by prepaying for such usage online with a credit card.

Upon purchasing  long distance  service  online,  a "virtual  calling card" will
appear on the customer's computer monitor,  complete with usage instructions and
a Personal Identification Number superimposed over the online virtual card to be
used by the customer to access his or her account.  Such information can then be
printed out by the customer for record keeping and personal use by the customer.
The print out also includes  instructions  for the customer as to how to place a
long distance call using the Virtual card.

The units of long  distance  service and PINs are supplied to Saratoga  Telecom,
under non-exclusive reseller agreements with long distance service suppliers who
provide telephone service to the target markets selected by the company.

Saratoga  Telecom's plan to originate customer contact and sales orders is based
on establishing a network of Web Site agents in markets  targeted by the Company
to direct  potential  customers to Saratoga  Telecom's  virtual calling card Web
Site.

Under its  marketing  plan,  Saratoga  is also  pursuing a strategy  of offering
private label  branding of its virtual  calling  cards to companies  involved in
international  business, such as air transportation  carriers,  travel agencies,
financial service providers and other service and commercial businesses.

Saratoga also plans to  aggressively  pursue the  acquisition of other products,
technologies  and services through  licensing  and/or acquiring  businesses with
proven  sales  and  operating   history  which  are  compatible  with  corporate
strategies to become operational in the e-commerce industry.


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<PAGE>

Saratoga has recently  reorganized  its operations,  streamlining  the sales and
distribution  channels.  The decision to  reorganize  into lines of business was
made to allow better tracking of revenues, expenses, and profit margins, as well
as to allow the  sharing of common  administrative  support  elements.  Saratoga
continues to explore  acquisitions,  merger  opportunities  and other  strategic
partnerships.

Saratoga  has  established  a series  of supply  side  agreements  with  primary
carriers,  such as  Qwest  Communications,  and  other  resellers,  particularly
Huntington  Markets,  a privately held reseller  located at the 60 Hudson Street
telecom location in New York. This arrangement  gives Saratoga the capability of
designing,  marketing,  selling and  provisioning its own prepaid calling cards.
This is important to maintain  competitiveness in a highly contested and dynamic
market.  Saratoga  can now  offer its  services  to a wide  range of  audiences,
expanding the number of business relationships that are available.

Saratoga  has also  concentrated  its business  and sales  operations  under one
management team, in its Florida office.

To date,  Saratoga's  current  business  development  activities  have consisted
primarily of acquiring the Internet telecom operational right of Internet
Interview  Inc.,  assembling  a  management  team  and  raising  capital.  Since
inception of Saratoga's development stage activities in December 1997 to October
31, 2000, Saratoga's net losses have totaled  approximately  $7,094,000 of which
approximately  $1,147,000 is  attributable  to the tire and  petroleum  business
("WOTD") which was spun-off to shareholders during March, 1999. These net losses
have been funded  primarily  with the  proceeds  from the  private  sales of the
Company's convertible debt and equity securities as well as with the issuance of
its common stock in exchange for services.

The spin-off of WOTD was accomplished by the formation of International Internet
Petroleum & Tire Distributors Corp. as a wholly owned subsidiary of Saratoga and
a distribution of International shares to Saratoga shareholders. Saratoga issued
5,000,000  shares of its common stock to  International  in connection  with the
spin-off  transaction  which has been treated as a stock  dividend to Saratoga's
shareholders as of the date of the spin-off.


                                       11
<PAGE>

During  the  years  ended  October  31,  1999 and  2000,  Saratoga  used cash in
operating activities of approximately $718,000 and $1,677,000 respectively.  The
use of cash was primarily the result of net losses of  approximately  $1,466,000
in 1999 and  approximately  $4,697,000  in 2000  offset by  non-cash  charges of
approximately  $879,000  in 1999  and  approximately  $2,426,000  in  2000.  The
non-cash charges were as follows:

                                                           Fiscal year ending

                                                           ------------------
                                                             1999         2000
                                                             ----         ----
         Loss on impairment of investment                  $50,000         -

         Notes payable forgiven                            (50,000)        -
         Issuance of options, warrants and
            stock for service                              407,368     358,346
         Write off of investment in discontinued
            business operations                               -        911,886
         Depreciation and Amortization                     117,933      62,411
         Interest expense from beneficial
            conversion features and stock for              354,008   1,093,832
            interest and discounts                         ________  __________
                                                          $879,309  $2,426,475
                                                           ========  ==========

Additionally,  the use of cash from  operations  was offset by changes in assets
and  liabilities  of  approximately  $151,000  as a use  of  cash  in  1999  and
approximately $593,000 as a source of cash in 2000.

Saratoga's financing  activities provided cash flow of approximately  $1,138,000
for the year ended October 31, 1999 offset by approximately $168,000
attributable  to payments  of debt and debt issue  costs.  Saratoga's  financing
activities  provided cash flow of  approximately  $1,967,000  for the year ended
October 31, 2000 offset by  approximately  $327,000  attributable to payments of
debt and debt issue costs.  Saratoga issued  approximately  17,409,000 shares of
its common  stock in the year ended  October  31, 2000  including  approximately
892,000 shares for services.

Saratoga  has  raised  approximately   $3,669,000  of  operating  capital  since
inception  of its  business  development  activities  in December  1997  through
October 31, 2000 and plans to continue its efforts to raise additional operating
capital through various financing  methods  including private  placements of its
equity  securities.  Funding of future  operations is dependent on  management's
ability to raise additional capital.

o        Research & Development

Other than developing,  updating and expanding  Saratoga  Telecom's Web Site and
Internet  software to  facilitate  sales of its prepaid  long  distance  virtual
calling card.  Saratoga does not intend to undertake any activities  that may be
characterized as research and development until sufficient  funding is available
from future operations or financings by Saratoga.  Saratoga has not incurred any
research and development expenses since its inception.


                                       12
<PAGE>

o        Number of Employees

Saratoga  presently has fifteen (15)  employees;  eleven (11) full time and four
(4) part time employees.  During the next 12 months,  management intends to hire
up to ten additional  employees,  including  technical,  marketing and sales and
administrative support personnel.  Saratoga believes there is an ample supply of
qualified candidates available to fill such positions.  However, the continuance
of employment of existing  personnel and the hiring of any additional  employees
is subject to the  availability of sufficient  funds from operating  revenues or
proceeds from future financings to pay them.


                                       13
<PAGE>


ITEM 7. FINANCIAL STATEMENTS.

              SARATOGA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARY
                          (A Development Stage Company)
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                Page

Independent Auditor's Report                                     F-3

Consolidated Balance Sheet as of October 31, 2000                F-4

Consolidated  Statements of Operations  for the years
ended October 31, 1999 and 2000 and the cumulative period
during the development stage fromDecember 1, 1997
(inception) through October 31, 2000                             F-5

Consolidated Statement of Changes in Shareholders'
Equity (Deficiency), from December 1, 1997 (inception)
thorugh October 3, 1998 and for the years ended
October 31, 1999 and 2000                                        F-6

Consolidated  Statements  of Cash Flows for the for the
years ended  October 31, 1999 and 2000 and the  cumulative
period  during  the  development  stage  from December 1, 1997
(inception) through October 31, 2000                             F-7

Notes to Consolidated Financial Statements                     F-8 - F-27



<PAGE>



                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Shareholders of
Saratoga International Holdings Corp. and Subsidiary
Kirkland, Washington

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Saratoga
International Holdings Corp. and Subsidiary, (A Development Stage Company) as of
October  31,  2000,  and the  related  consolidated  statements  of  operations,
shareholders' equity (deficiency) and cash flows for the years ended October 31,
2000 and 1999 and for the period  December 1, 1997  (inception)  through October
31, 2000.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material   respects,   the  financial   position  of  Saratoga
International  Holdings Corp. and Subsidiary (A Development Stage Company) as of
October 31, 2000,  and the results of their  operations and their cash flows for
the years ended October 31, 2000 and 1999,  and for the period  December 1, 1997
(inception)  through  October 31, 2000, in conformity  with  generally  accepted
accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2(a), to
the consolidated  financial  statements the Company is in the development stage,
has incurred net losses since  inception and expects to incur net losses for the
foreseeable future. These conditions raise substantial doubt about the Company's
ability to continue as a going  concern.  Management's  plans in regard to these
matters are described in Note 2(a). The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

                  /s/ Feldman Sherb & Co., P.C.
                  ------------------------------
                  Feldman Sherb & Co., P.C.
                  Certified Public Accountants

New York, New York
February 13, 2001
                                       F-3


<PAGE>



<TABLE>
<CAPTION>

                      SARATOGA  INTERNATIONAL HOLDINGS  CORP. AND SUBSIDIARY
                                   (A Development Stage Company)
                                    CONSOLIDATED BALANCE SHEET


ASSETS
-------------------------------------------------------------------------

                                                                            October 31, 2000
                                                                           ------------------
<S>                                                                        <C>
CURRENT ASSETS:
   Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         169,729
   Accounts Receivable. . . . . . . . . . . . . . . . . . . . . . . . . .              6,323
   Deferred PIN cost. . . . . . . . . . . . . . . . . . . . . . . . . . .             32,667
   Prepaid expense and other current assets . . . . . . . . . . . . . . .             55,849
                                                                           ------------------
      TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . . . . . . . .            264,568

PROPERTY AND EQUIPMENT - at cost, net . . . . . . . . . . . . . . . . . .             33,855
INTANGIBLE ASSET, net . . . . . . . . . . . . . . . . . . . . . . . . . .             30,601
                                                                           ------------------
                                                                           $         329,024
                                                                           ==================

LIABILITIES AND SHAREHOLDERS' DEFICIENCY
-------------------------------------------------------------------------

CURRENT LIABILITIES:
   Loans payable - shareholders and officers. . . . . . . . . . . . . . .  $          78,300
   Deferred PIN revenue . . . . . . . . . . . . . . . . . . . . . . . . .             14,247
   Accrued expenses and other current liabilities . . . . . . . . . . . .            144,901
   Accrued payables for discontinued operations . . . . . . . . . . . . .            434,084
                                                                           ------------------
      TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . . . . .            671,532
                                                                           ------------------

LONG TERM LIABILITIES:
   Convertible debentures payable . . . . . . . . . . . . . . . . . . . .            670,000
                                                                           ------------------
      TOTAL LONG TERM LIABILITIES . . . . . . . . . . . . . . . . . . . .            670,000
                                                                           ------------------

COMMITMENTS AND CONTINGENCIES . . . . . . . . . . . . . . . . . . . . . .                  -

SHAREHOLDERS' DEFICIENCY:
   8% cumulative convertible redeemable preferred stock, $.001 par value,
      50,000,000 authorized, 251,828 shares, issued and outstanding,
         liquidating preference of $1 . . . . . . . . . . . . . . . . . .            251,828
   Common stock, par value $0.001, 200,000,000 authorized
     69,467,004 issued and outstanding. . . . . . . . . . . . . . . . . .             69,467
   Additional paid in capital . . . . . . . . . . . . . . . . . . . . . .          6,019,871
   Deficit accumulated during the development stage . . . . . . . . . . .         (7,353,674)
                                                                           ------------------
      TOTAL SHAREHOLDERS' DEFICIENCY. . . . . . . . . . . . . . . . . . .         (1,012,508)
                                                                           ------------------
                                                                           $         329,024
                                                                           ==================


See notes to the consolidated financial statements
</TABLE>




                                       F-4
<PAGE>



              SARATOGA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARY
                         (A Development Stage Company)
                     CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                                                      Cumulative
                                                                                      During the
                                                                                     Development
                                                                                        Stage
                                                          Year           Year        (December 1,
                                                          Ended          Ended         1997 to
                                                       October 31,    October 31,    October 31,
                                                          1999           2000           2000)
                                                      -------------  -------------  --------------
<S>                                                   <C>            <C>            <C>
NET SALES. . . . . . . . . . . . . . . . . . . . . .  $      2,660   $    100,529   $     103,189

COST OF SALES. . . . . . . . . . . . . . . . . . . .        23,810         80,335         104,145
                                                      -------------  -------------  --------------

GROSS PROFIT (LOSS). . . . . . . . . . . . . . . . .       (21,150)        20,194            (956)

OPERATING EXPENSES:
   General & administrative expenses . . . . . . . .     1,038,729      1,725,712       3,239,930
   Loss on impairment of investments . . . . . . . .        50,000              -         305,500
                                                      -------------  -------------  --------------
      TOTAL OPERATING EXPENSES . . . . . . . . . . .     1,088,729      1,725,712       3,545,430
                                                      -------------  -------------  --------------

LOSS FROM OPERATIONS . . . . . . . . . . . . . . . .    (1,109,879)    (1,705,518)     (3,546,386)
                                                      -------------  -------------  --------------

OTHER INCOME (EXPENSE):
   Write-off of terminated acquisition costs . . . .             -              -         (99,043)
   Expenses of reverse merger. . . . . . . . . . . .             -              -         (78,816)
   Interest expense. . . . . . . . . . . . . . . . .      (393,369)    (1,079,820)     (1,521,546)
   Forgiveness of note payable . . . . . . . . . . .        50,000              -          50,000
   Other income. . . . . . . . . . . . . . . . . . .         7,415         45,470          59,171
                                                      -------------  -------------  --------------
      NET OTHER EXPENSES . . . . . . . . . . . . . .      (335,954)    (1,034,350)     (1,590,234)
                                                      -------------  -------------  --------------

LOSS FROM CONTINUING OPERATIONS. . . . . . . . . . .    (1,445,833)    (2,739,868)     (5,136,620)

DISCONTINUED OPERATIONS:
    Loss from discontinued operations. . . . . . . .             -       (989,809)       (989,809)
    Loss on disposal of discontinued operations. . .             -       (967,173)       (967,173)
                                                      -------------  -------------  --------------
LOSS FROM DISCONTINUED OPERATIONS. . . . . . . . . .             -     (1,956,982)     (1,956,982)
                                                      -------------  -------------  --------------

NET LOSS . . . . . . . . . . . . . . . . . . . . . .    (1,445,833)    (4,696,850)     (7,093,602)

LESS:
CUMULATIVE PREFERRED STOCK DIVIDEND. . . . . . . . .        15,110         25,989          41,099
                                                      -------------  -------------  --------------

NET LOSS TO COMMON SHARES. . . . . . . . . . . . . .  $ (1,460,943)  $ (4,722,839)  $  (7,134,701)
                                                      =============  =============  ==============

LOSS PER COMMON SHARE, BASIC AND DILUTED:
  FROM CONTINUING OPERATIONS . . . . . . . . . . . .  $      (0.04)  $      (0.05)  $       (0.13)
  FROM DISCONTINUED OPERATIONS . . . . . . . . . . .  $          -   $      (0.03)  $       (0.05)
                                                      -------------  -------------  --------------
TOTAL LOSS PER COMMON SHARE, BASIC AND DILUTED . . .  $      (0.04)  $      (0.08)  $       (0.18)
                                                      =============  =============  ==============

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING, BASIC AND DILUTED. . . . . . . .    38,925,978     59,880,474      39,546,740
                                                      =============  =============  ==============




 See notes to the consolidated financial statements
</TABLE>


                                      F-5
<PAGE>

<TABLE>
<CAPTION>

                                      SARATOGA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARY
                                                  (A Development Stage Company)
                                              CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                                Cumulative
                                                                                                                During the
                                                                                                                Development
                                                                                                                   Stage
                                                                           Year                Year          (December 1, 1997
                                                                          Ended               Ended                 to
                                                                     October 31, 1999    October 31, 2000    October 31, 2000)
                                                                    ------------------  ------------------  -------------------
<S>                                                                 <C>                 <C>                 <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      (1,445,833)  $      (4,696,850)  $       (7,093,602)
    Adjustment to reconcile net loss to
       net cash used in operations:
          Loss on impairment of investments. . . . . . . . . . . .             50,000                   -              305,500
          Forgiveness of note payable. . . . . . . . . . . . . . .            (50,000)                  -              (50,000)
          Issuance of options and warrants for services. . . . . .             35,920             180,946              216,866
          Issuance of common stock for service . . . . . . . . . .            371,448             123,500              494,948
          Issuance of common stock as a donation . . . . . . . . .                  -               3,100                3,100
          Issuance of common stock for debt issue cost . . . . . .                  -              50,800               50,800
         Write off of investment in discontinued business operation                 -             911,886              911,886
         Depreciation. . . . . . . . . . . . . . . . . . . . . . .                  -              11,309               11,309
         Amortization. . . . . . . . . . . . . . . . . . . . . . .            117,933              51,132              184,065
         Interest expense from beneficial conversion features. . .            341,597             917,832            1,280,765
         Interest expense from convertible debentures
             exchanged for common stock. . . . . . . . . . . . . .             12,411             100,000              112,643
          Interest expense from loan discount. . . . . . . . . . .                  -              76,000               76,000
    Changes in assets and liabilities:
       Deferred financing cost . . . . . . . . . . . . . . . . . .            (35,475)             35,475                    -
       Accounts Receivable . . . . . . . . . . . . . . . . . . . .                  -              (6,323)              (6,323)
       Deferred Pin Cost . . . . . . . . . . . . . . . . . . . . .                  -             (32,667)             (32,667)
       Prepaid expense and other current assets. . . . . . . . . .            (72,250)             16,400              (55,850)
       Deferred PIN revenue. . . . . . . . . . . . . . . . . . . .                  -              14,247               14,247
       Accrued expenses and other current payables including
          discontinued operations                    . . . . . . .            (43,556)            566,054              615,476
                                                                    ------------------  ------------------  -------------------
 NET CASH USED IN OPERATING ACTIVITIES . . . . . . . . . . . . . .           (717,805)         (1,677,159)          (2,960,837)
                                                                    ------------------  ------------------  -------------------
 CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures . . . . . . . . . . . . . . . . . . . . .            (10,752)            (34,412)             (45,164)
                                                                    ------------------  ------------------  -------------------
 NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . .            (10,752)            (34,412)             (45,164)
                                                                    ------------------  ------------------  -------------------
 CASH FLOWS FROM FINANCING ACTIVITIES:                                                                  -
    Loans payable - shareholders and officers. . . . . . . . . . .            (59,778)             46,511               28,300
    Proceeds from notes payable. . . . . . . . . . . . . . . . . .            200,000                   -              200,000
    Repayment of notes payable . . . . . . . . . . . . . . . . . .                  -            (276,000)            (276,000)
    Proceeds from long term debt . . . . . . . . . . . . . . . . .                  -                   -              461,122
    Repayment of long term debt. . . . . . . . . . . . . . . . . .            (10,942)                  -              (83,380)
    Proceeds from convertible debentures . . . . . . . . . . . . .            823,000           1,810,000            2,783,000
    Debt issue costs . . . . . . . . . . . . . . . . . . . . . . .            (97,500)            (50,800)            (163,300)
    Proceeds from collection of stock subscription receivable. . .                  -              25,000               25,000
    Proceeds from issuance of common stock . . . . . . . . . . . .            115,000              85,000              200,000
                                                                    ------------------  ------------------  -------------------
 NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . . . . . . .            969,780           1,639,711            3,174,742
                                                                    ------------------  ------------------  -------------------
 NET INCREASE IN CASH. . . . . . . . . . . . . . . . . . . . . . .            241,223             (71,860)             168,741
 CASH AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . .                366             241,589                  988
                                                                    ------------------  ------------------  -------------------
 CASH AT END OF PERIOD . . . . . . . . . . . . . . . . . . . . . .  $         241,589   $         169,729   $          169,729
                                                                    ==================  ==================  ===================


 See notes to the consolidated financial statements

</TABLE>


<TABLE>
<CAPTION>

                                SARATOGA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARY
                                           (A Development Stage Company)
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS






                                                                                    Year               Year
                                                                                    Ended              Ended
                                                                              October 31, 1999   October 31, 2000
                                                                              -----------------  -----------------
<S>                                                                           <C>                <C>
                            Supplemental Disclosure of Cash Flow Information

 Cash paid during the period:
    Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          73,324  $               -
                                                                              =================  =================
    Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $               -  $               -
                                                                              =================  =================

                             Supplemental Disclosure of Non-Cash Flow
                              Investing and Financing Activities

 Issuance of common stock from reverse acquisition . . . . . . . . . . . . .  $               -  $               -
                                                                              =================  =================
 Issuance of common stock for stock subscription receivable. . . . . . . . .  $          25,000  $               -
                                                                              =================  =================
 Issuance of common stock from conversion of debentures. . . . . . . . . . .  $         963,000  $       1,240,000
                                                                              =================  =================
 Issuance of common stock in connection with a spin-off of Western . . . . .  $         250,000  $               -
                                                                              =================  =================
 Issuance of common stock in connection with purchase of Virtual . . . . . .  $               -  $         264,961
                                                                              =================  =================
 Issuance of common stock in connection with purchase of
      Access Wireless and Access Telcom. . . . . . . . . . . . . . . . . . .  $               -  $         646,925
                                                                              =================  =================
 Issuance of common stock to redeem 8% cumulative convertible
     redeemable preferred stock. . . . . . . . . . . . . . . . . . . . . . .  $               -  $         125,914
                                                                              =================  =================
 Issuance of common stock as dividends for 8% cumulative
     convertible redeemable preferred stock. . . . . . . . . . . . . . . . .  $               -  $          10,073
                                                                              =================  =================
 Issuance of 8% cumulative convertible redeemable preferred stock
    for notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $         377,742  $               -
                                                                              =================  =================


 See notes to the consolidated financial statements


                                                                                  Cumulative
                                                                                  During the
                                                                                  Development
                                                                                     Stage
                                                                               (December 1, 1997
                                                                                      to
                                                                               October 31, 2000)
                                                                              -------------------
<S>                                                                           <C>
                            Supplemental Disclosure of Cash Flow Information

 Cash paid during the period:
    Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           100,113
                                                                              ===================
    Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                 -
                                                                              ===================

                             Supplemental Disclosure of Non-Cash Flow
                              Investing and Financing Activities

 Issuance of common stock from reverse acquisition . . . . . . . . . . . . .  $            12,527
                                                                              ===================
 Issuance of common stock for stock subscription receivable. . . . . . . . .  $            25,000
                                                                              ===================
 Issuance of common stock from conversion of debentures. . . . . . . . . . .  $         2,213,000
                                                                              ===================
 Issuance of common stock in connection with a spin-off of Western . . . . .  $           250,000
                                                                              ===================
 Issuance of common stock in connection with purchase of Virtual . . . . . .  $           264,961
                                                                              ===================
 Issuance of common stock in connection with purchase of
      Access Wireless and Access Telcom. . . . . . . . . . . . . . . . . . .  $                 -
                                                                              ===================
 Issuance of common stock to redeem 8% cumulative convertible
     redeemable preferred stock. . . . . . . . . . . . . . . . . . . . . . .  $           125,914
                                                                              ===================
 Issuance of common stock as dividends for 8% cumulative
     convertible redeemable preferred stock. . . . . . . . . . . . . . . . .  $            10,073
                                                                              ===================
 Issuance of 8% cumulative convertible redeemable preferred stock
    for notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $           377,742
                                                                              ===================


 See notes to the consolidated financial statements
</TABLE>

                                       F-6
<PAGE>

<TABLE>
<CAPTION>

                                       SARATOGA  INTERNATIONAL HOLDINGS  CORP. AND SUBSIDIARY
                                                   (A Development Stage Company)
                               CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)



                                                                                                                       Additional
                                                     Common Stock                    Preferred Stock                    Paid-in
                                                    ---------------                 -----------------
                                                        Shares          Amount           Shares              Amount     Capital
                                                    ---------------  -------------  -----------------       --------  ------------
<S>                                                 <C>              <C>            <C>                <C>  <C>       <C>
 BALANCE, DECEMBER 1, 1997 (INCEPTION) . . . . . .      12,217,400   $     12,217                  -               -  $   185,261
 Reverse stock split 1-for-4 . . . . . . . . . . .      (9,163,050)        (9,163)                 -               -        9,163
 Issuance of common stock pursuant to reverse
    acquisition. . . . . . . . . . . . . . . . . .      11,577,000         11,577                  -               -      (11,577)
 Issuance of common stock for services related
    to reverse acquisition . . . . . . . . . . . .         950,000            950                  -               -         (950)
 Adjustment for beneficial conversion feature
    from issuance of a debenture . . . . . . . . .               -              -                  -               -       56,897
 Issuance of common stock from conversion
    of debenture . . . . . . . . . . . . . . . . .          94,085             94                  -               -       10,138
 Net loss. . . . . . . . . . . . . . . . . . . . .               -              -                  -               -            -
                                                    ---------------  -------------  -----------------       --------  ------------
 BALANCE, OCTOBER 31, 1998 . . . . . . . . . . . .      15,675,435   $     15,675                  -               -  $   248,932
                                                    ---------------  -------------  -----------------       --------  ------------

 Issuance of common stock for services . . . . . .       8,504,524          8,505                  -               -      362,943
 Issuance of common stock from conversion
    of debentures. . . . . . . . . . . . . . . . .      17,578,166         17,578                  -               -      957,833
 Adjustment for beneficial conversion feature
    from issuance of debentures. . . . . . . . . .               -              -                  -               -      306,036
 Issuance of common stock for cash
     and stock subscriptions receivable. . . . . .       5,300,000          5,300                  -               -      134,700
 Issuance of common stock in connection
    with a spin-off of WOTD Project. . . . . . . .       5,000,000          5,000                  -               -      245,000
 Issuance of warrants for operational right. . . .               -              -                  -               -      102,166
 Issuance of options and warrants for services . .               -              -                  -               -       35,920
 Issuance of 8% cumulative convertible redeemable
    preferred stock. . . . . . . . . . . . . . . .               -              -            377,742         377,742            -
 Net loss. . . . . . . . . . . . . . . . . . . . .               -              -                  -               -            -
                                                    ---------------  -------------  -----------------       --------  ------------
 BALANCE FORWARD, OCTOBER 31, 1999 . . . . . . . .      52,058,125   $     52,058            377,742        $377,742  $ 2,393,530
                                                    ---------------  -------------  -----------------       --------  ------------


                                                                     Deficit
                                                    Common           Accumulated    Total
                                                    Stock            During the     Shareholders'
                                                    Subscriptions    Development    Equity
                                                    Receivable       Stage               (Deficiency)
                                                    ---------------  -------------  -----------------

 BALANCE, DECEMBER 1, 1997 (INCEPTION) . . . . . .  $            -   $          -   $        197,478
 Reverse stock split 1-for-4 . . . . . . . . . . .               -              -                  -
 Issuance of common stock pursuant to reverse
    acquisition. . . . . . . . . . . . . . . . . .               -              -                  -
 Issuance of common stock for services related
    to reverse acquisition . . . . . . . . . . . .               -              -                  -
 Adjustment for beneficial conversion feature                                                      -
    from issuance of a debenture . . . . . . . . .               -              -             56,897
 Issuance of common stock from conversion
    of debenture . . . . . . . . . . . . . . . . .               -              -             10,232
 Net loss                                                                (950,920)          (950,920)
                                                                     -------------  -----------------
 BALANCE, OCTOBER 31, 1998 . . . . . . . . . . . .  $            -   $   (950,920)  $       (686,313)
                                                    ---------------  -------------  -----------------

 Issuance of common stock for services . . . . . .               -              -            371,448
 Issuance of common stock from conversion                                                          -
    of debentures. . . . . . . . . . . . . . . . .               -              -            975,411
 Adjustment for beneficial conversion feature                                                      -
    from issuance of debentures. . . . . . . . . .               -              -            306,036
 Issuance of common stock for cash                                                                 -
     and stock subscriptions receivable. . . . . .         (25,000)             -            115,000
 Issuance of common stock in connection                                                            -
    with a spin-off of WOTD Project. . . . . . . .               -       (250,000)                 -
 Issuance of warrants for operational right. . . .               -              -            102,166
 Issuance of options and warrants for services . .               -              -             35,920
 Issuance of 8% cumulative convertible redeemable
    preferred stock. . . . . . . . . . . . . . . .               -              -            377,742
 Net loss. . . . . . . . . . . . . . . . . . . . .               -     (1,445,833)        (1,445,833)
                                                    ---------------  -------------  -----------------
 BALANCE FORWARD, OCTOBER 31, 1999 . . . . . . . .  $      (25,000)  $ (2,646,753)  $        151,577
                                                    ---------------  -------------  -----------------


 See notes to the condensed financial statements
</TABLE>

                                       F-7
<PAGE>


<TABLE>
<CAPTION>

                                  SARATOGA  INTERNATIONAL HOLDINGS  CORP. AND SUBSIDIARY
                                               (A Development Stage Company)
                           CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIENCY)




                                                        Common Stock                         Preferred Stock
                                                       ---------------                      -----------------
                                                           Shares               Amount           Shares          Amount
                                                       ---------------       -------------  -----------------  ----------
BALANCE BROUGHT FORWARD,
OCTOBER 31, 1999                                         52,058,125             $52,058          377,742        $377,742
                                                       ---------------       -------------  -----------------  ----------
<S>                                                    <C>              <C>  <C>            <C>                <C>
 Issuance of options for services . . . . . . . . . .               -                   -                  -           -
 Issuance of common stock for services. . . . . . . .         892,000                 892                  -           -
 Issuance of common stock for exercise of option. . .         250,000                 250                  -           -
 Issuance of common stock to acquire VMG, Inc.. . . .       1,053,940               1,054                  -           -
 Issuance of common stock to acquire Access
       Wireless and Access Telcom . . . . . . . . . .       5,725,000               5,725                  -           -
 Issuance of common stock from conversion
 of debentures. . . . . . . . . . . . . . . . . . . .       7,123,187               7,123                  -           -
 Adjustment for beneficial conversion feature
 from issuance of debentures. . . . . . . . . . . . .               -                   -                  -           -
 Issuance of common stock from conversion
 of preferred stock . . . . . . . . . . . . . . . . .         862,424                 863           (125,914)   (125,914)
 Issuance of common stock for preferred
 stock dividend . . . . . . . . . . . . . . . . . . .          68,994                  69                  -           -
 Issuance of common stock for payment of  liabilities       1,433,334               1,433                  -           -
 Stock subscription received. . . . . . . . . . . . .               -                   -                  -           -
 Net loss, twelve months ended October 31, 2000 . . .               -                   -                  -           -
                                                       ---------------       -------------  -----------------  ----------
 BALANCE, OCTOBER 31, 2000. . . . . . . . . . . . . .      69,467,004        $     69,467            251,828   $ 251,828
                                                       ===============       =============  =================  ==========


                                                                             Deficit
                                                       Common                Accumulated    Total
                                                       Stock                 During the     Shareholders'
                                                       Subscriptions         Development    Equity
                                                       Receivable            Stage               (Deficiency)
                                                       ---------------       -------------  -----------------
 BALANCE BROUGHT FORWARD,
     OCTOBER 31, 1999 . . . . . . . . . . . . . . . .  $      (25,000)       $ (2,646,753)  $        151,577
                                                       ---------------       -------------  -----------------

 Issuance of options for services . . . . . . . . . .               -                   -            180,946
 Issuance of common stock for services. . . . . . . .               -                   -            126,600
 Issuance of common stock for exercise of option. . .               -                   -             25,000
 Issuance of common stock to acquire VMG, Inc.. . . .               -                   -            264,961
 Issuance of common stock to acquire Access
       Wireless and Access Telcom                                                                    646,925
 Issuance of common stock from conversion
 of debentures. . . . . . . . . . . . . . . . . . . .               -                   -          1,239,999
 Adjustment for beneficial conversion feature
 from issuance of debentures. . . . . . . . . . . . .               -                   -            917,832
 Issuance of common stock from conversion
 of preferred stock . . . . . . . . . . . . . . . . .               -                   -                  -
 Issuance of common stock for preferred
 stock dividend . . . . . . . . . . . . . . . . . . .               -             (10,073)                 -
 Issuance of common stock for payment of  liabilities               -                   -            105,500
 Stock subscription received. . . . . . . . . . . . .          25,000                   -             25,000
 Net loss, twelve months ended October 31, 2000 . . .               -          (4,696,848)        (4,696,848)
                                                       ---------------       -------------  -----------------
 BALANCE, OCTOBER 31, 2000. . . . . . . . . . . . . .  $            -     #  $ (7,353,674)  $     (1,012,508)
                                                       ===============       =============  =================


 See notes to the condensed financial statements

                                                       Additional
                                                         Paid-in

                                                         Capital
                                                       -----------
BALANCE BROUGHT FORWARD,
OCTOBER 31, 1999                                       $2,393,530
                                                       -----------
<S>                                                    <C>
 Issuance of options for services . . . . . . . . . .      180,946
 Issuance of common stock for services. . . . . . . .      125,708
 Issuance of common stock for exercise of option. . .       24,750
 Issuance of common stock to acquire VMG, Inc.. . . .      263,907
 Issuance of common stock to acquire Access
       Wireless and Access Telcom . . . . . . . . . .      641,200
 Issuance of common stock from conversion
 of debentures. . . . . . . . . . . . . . . . . . . .    1,232,876
 Adjustment for beneficial conversion feature
 from issuance of debentures. . . . . . . . . . . . .      917,832
 Issuance of common stock from conversion
 of preferred stock . . . . . . . . . . . . . . . . .      125,051
 Issuance of common stock for preferred
 stock dividend . . . . . . . . . . . . . . . . . . .       10,004
 Issuance of common stock for payment of  liabilities      104,067
 Stock subscription received. . . . . . . . . . . . .            -
 Net loss, twelve months ended October 31, 2000 . . .            -
                                                       -----------
 BALANCE, OCTOBER 31, 2000. . . . . . . . . . . . . .  $ 6,019,871
                                                       ===========

 See notes to the condensed financial statements
</TABLE>

                                     F-8
<PAGE>


               SARATOGA INTERNATIONAL HOLDINGS CORP. AND SUBSIDIARY

                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   ORGANIZATION AND HISTORY

The following  summarizes the organizational  history of Saratoga  International
Holdings Corp. and subsidiary (herein referred to as "Saratoga").

In December 1997,  Saratoga began development stage activity under the corporate
name Western Oil & Tire Distributors Inc. ("Western"), a privately owned company
originally  incorporated  on June 1, 1993 in the State of  Washington  under the
corporate name FCP Ltd.  which had no operating  activity until fiscal 1998. The
corporate  name was  changed to Western in  December  1997.  Western's  original
business  development  plan,  adopted in  December,  1997,  was to engage in the
acquisition  of retail and  wholesale  tire  businesses  and  petroleum  product
distribution companies ("The WOTD Project")

In July 1998, the  shareholders of Western  exchanged all of their common shares
for  controlling  interest in  Knightsbridge  Corporation  a company  originally
incorporated  on June 17,  1996 in the State of Nevada.  Western was merged into
Knightsbridge  on July 28, 1998 and  Knightsbridge  changed its name to Western,
the surviving corporation.

Since the former  shareholders  of Western  owned a majority of the  outstanding
stock  following  its July,  1998,  merger with  Knightsbridge  this exchange of
shares has been accounted for as a reverse merger. Knightsbridge was a
non-operating  public  shell with an  investment  in a private  company that was
recorded  at  approximately  $306,000  and  liabilities  totaling  approximately
$13,000  on the date of the  reverse  merger  (See  Note 14).  Accordingly,  the
combination  of  the  two  companies  is  recorded  as  a  recapitalization   of
shareholders'  equity of  Western  pursuant  to which  Western is treated as the
continuing  entity  for  accounting   purposes  and  the  historical   financial
statements presented are those of Western.

On March 24,  1999,  the  corporate  name was changed  from  Western to Saratoga
International  Holdings Corp. and the operations of the company's  petroleum and
tire business was spun-off to the  shareholders of Saratoga as of March 19, 1999
(See Note 5).  Saratoga  redirected  its  business  development  activity at the
e-commerce and telecommunications industry.

In June 1999,  Saratoga formed a wholly-owned  subsidiary Saratoga Telecom Corp.
through which it acquired an operational  right from Internet  Interview Inc. to
develop a technology to market prepaid long distance  telephone  calling service
via the Internet as a reseller for long  distance  suppliers  servicing  foreign
based markets such as Central and South America.

In February 2000,  Saratoga  acquired  Virtual Media Group,  Inc., a provider of
e-commerce  solutions for the internet.  In August 2000,  management  recognized
that the  financial  expectations  for  Virtual  were not  being  met and it was
decided to discontinue this business operation. (See Note 3)

                                      F-8


<PAGE>


In September 2000,  Saratoga acquired Access World Wireless  Services,  Inc. and
Access  World  Telcom  &  Technologies,  Inc.,  owners  of a  telecommunications
operating system designed to provided calling service to customers.  On February
2, 2001 the Saratoga Board of Directors decided to discontinue the operations of
these two Access World companies. (See Note 4)

Saratoga has been in the  development  stage since its  inception in  accordance
with statement of Financial Accounting Standards No. 7.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.  Basis of Presentation

         The accompanying  financial statements have been prepared assuming that
         Saratoga  will  continue  as  a  going  concern.  Saratoga,  since  its
         inception,  December 1, 1997 through  October 31, 2000 has incurred net
         losses of approximately  $7,094,000 and has had negative cash flow from
         operations  of   approximately   $2,961,000.   These  conditions  raise
         substantial  doubt about its  ability to  continue as a going  concern.
         Management  expects  to incur  additional  losses  for the  foreseeable
         future  and  recognizes  the need to raise  capital  to  achieve  their
         business  plans.  Saratoga  has  raised  approximately   $3,669,000  of
         operating   capital  since  inception  for  its  business   development
         activities  and  plans to  continue  its  efforts  to raise  additional
         operating  capital through various  financing methods including private
         placements of its equity  securities.  Funding of future  operations is
         dependent  on  management's   ability  to  raise  additional   capital.
         Saratoga's  ability to continue as a going  concern is  dependent  upon
         profitable  operations and support from  shareholders.  Unless Saratoga
         can generate  positive cash flow from  operations and raise  additional
         capital,  the  company  may be unable to  continue  in  existence.  The
         financial  statements  do not include any  adjustments  relating to the
         recoverability  and  classification  of recorded  asset  amounts or the
         amounts  and  classification  of  liabilities  that might be  necessary
         should Saratoga be unable to continue in existence.

     b.  Principles of Consolidation

         The consolidated  financial statements include the accounts of Saratoga
         and its Subsidiary. All material intercompany transactions and balances
         have been eliminated.

     c.  Investments

          Investments  are  carried  at cost  except,  where in the  opinion  of
          management,  there  has been a loss in value  other  than a  temporary
          decline in which case the carrying  value is reduced to its  estimated
          value.

     d.  Intangible Asset

         The  cost of the  operational  right  acquired  in June  1999 is  being
         amortized on a straight-line basis over 2 years.
                                       F-9


<PAGE>


     e.  Income Taxes

          Saratoga  utilizes the asset and liability  method of  accounting  for
          income taxes as set forth in FASB Statement No. 109,  "Accounting  for
          Income  Taxes." Under the asset and liability  method,  deferred taxes
          are determined based on the difference between the financial statement
          and tax bases of assets and  liabilities  using  enacted  tax rates in
          effect in the years in which the differences are expected to reverse.

     f.  Use of Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and revenues and expenses  during the
         reporting period. Actual results could differ from those estimates.

     g.  Fair Value of Financial Instruments

          Saratoga's  financial  instruments consist primarily of cash, accounts
          receivable,  accrued expenses,  and loans and debentures payable which
          approximate fair value because of their short  maturities.  Saratoga's
          investments  were estimated by management to have been impaired and as
          such  have  been  written  down  from  their  original  cost to  their
          estimated  fair value at October  31,  2000 (see Note 14).  Saratoga's
          note payable and debenture payable  approximate the fair value of such
          instruments  based upon  management's  best estimate of interest rates
          that  would  be  available   to  Saratoga  for  a  similar   financial
          arrangement at October 31, 2000.

     h.  Stock Options

         Saratoga accounts for all transactions under which employees,  officers
         and directors  receive  options to purchase shares of stock in Saratoga
         in  accordance  with the  provisions  of  Accounting  Principles  Board
         Opinion  No.  25,  "Accounting  for  Stock  Issued  to  Employees."  In
         accordance  with  Statement of Financial  Accounting  Standards No. 123
         ("SFAS  123"),  "Accounting  for  Stock-Based  Compensation,"  Saratoga
         adopted the pro forma disclosure requirements of SFAS 123. Accordingly,
         no  compensation  has been  recognized in the results of operations for
         the employees,  officers and directors stock option plan other than for
         options  issued to  non-employees  for consulting  services,  which are
         valued based on their fair market value.

        i.  Loss Per Share

          Saratoga has adopted the provisions of Financial  Accounting Standards
          No. 128,  "Earnings per share".  This statement requires that Saratoga
          report  basic and  diluted  earnings  (loss) per share for all periods
          reported.  Basic net income  (loss) per share is  computed by dividing
          net income  (loss)  available to common  shareholders  by the weighted
          average number of common shares  outstanding  for the period.  For the
          years ended October 31, 1999, and 2000 Saratoga  added  undeclared and
          F-10


<PAGE>


          not recorded cumulative Series A Convertible Preferred stock dividends
          of $15,110 and $25,989,respectively to the net loss in order to arrive
          at the net loss available to common  shareholders  in accordance  with
          SFAS No. 128.

          Diluted net income (loss) per share is computed by dividing net income
          (loss) by the weighted average number of common shares outstanding for
          the  period,   adjusted  for  the  dilutive  effect  of  common  stock
          equivalents,  consisting  of stock options and warrants at October 31,
          1999 and 2000.

          The weighted  average shares  outstanding  for the period  December 1,
          1997  (inception)  to the  closing  date of the  reverse  merger  with
          Knightsbridge   were  the   11,577,000   shares  issued  to  Western's
          shareholders.  In addition, the 5,000,000 shares of common stock, from
          the stock  dividend  declared  in March 1999 (see Note 5 and 13),  was
          considered outstanding as of December 1, 1997 (inception) for purposes
          of computing  the basic and diluted net loss per share for all periods
          presented.  Subsequent  to the  merger  and the  stock  dividend,  the
          weighted average shares outstanding used to calculate the net loss per
          share was the actual  number of shares  outstanding  of the  surviving
          entity.

          For all periods presented,  diluted net loss per share was the same as
          basic net loss per share  since the  inclusion  of stock  options  and
          warrants would have been anti-dilutive.

     j.   Revenue Recognition.

          At the time a PIN is issued to a customer revenue from the sale of the
          virtual  prepaid  calling  card  is  deferred,  and  such  revenue  is
          recognized  as income  based on  customer  usage  over the life of the
          card. The cost of the virtual  prepaid calling card is deferred at the
          time of purchase.  The PIN costs include the cost of purchasing  units
          of time from  telecommunication  vendors.  Upon issuance of a PIN to a
          customer,  the related cost is  recognized  as a cost of sale based on
          customer usage over the life of the card.

     k.   Property and Equipment.

          Property and equipment are recorded at cost.  Depreciation is provided
          on a straight-line  method based on the estimated  useful lives of the
          respective  assets.  Property and equipment are being depreciated over
          three years.  Maintenance,  repairs and minor  renewals are charged to
          operations  as incurred.  Upon the sale or  retirement of property and
          equipment,   the  related  costs  and  accumulated   depreciation  are
          eliminated  from the  accounts  and gains or losses are  reflected  in
          operations.

          Software  Development  Costs. In March 1998, the American Institute of
          Certified   Public    Accountants   issued   Statement   of   Position
          98-1,"Accounting  for the  Costs of  Computer  Software  Developed  or
          Obtained  for  Internal  Use." SOP 98-1 is  effective  for all  fiscal
          periods  beginning  after  December  5, 1998.  SOP 98-1  requires  the
          capitalization of costs, including payroll costs, incurred in F-11


<PAGE>


          connection  with the  development or purchase of software for internal
          use. The  adoption of SOP 98-1 does not have a material  impact on the
          financial  statements of the Company. In the fiscal year ended October
          31, 1999,  $5,395 of these costs were  capitalized  and an  additional
          $17,116 were  capitalized  in the year ended  October 31, 2000.  These
          costs are being amortized over a two year period.

     l.   Impairment of Long-Lived Assets.

          In the event that facts and  circumstances  indicate that an asset may
          be impaired, an evaluation of recoverability would be performed. If an
          evaluation is required,  the estimated future  undiscounted cash flows
          associated  with the asset would be  compared  to the assets  carrying
          amount to determine if a write down to market is required.  At October
          31,  2000  the  Company  does  not  believe  that  any  impairment  of
          long-lived assets has occurred.

     m.   Recent Accounting Pronouncement

          In December  1999, the  Securities  and Exchange  Commission  released
          Staff  Accounting  Bulletin  (SAB) No.  101,  Revenue  recognition  in
          Financial Statements.  SAB 101 provides interpretative guidance on the
          recognition,  presentation and disclosure of revenue.  SAB 101 must be
          applied to financial  statements  no later than the fourth  quarter of
          fiscal 2001.  We do not believe that the  application  of SAB 101 will
          have a material effect on the company's  financial position or results
          of its operations.

          In March 2000, the FASB issued  Interpretation  No. 44, Accounting for
          Certain Transactions  Involving Stock Compensation - An Interpretation
          of APB Opinion No. 25. The interpretation clarifies the application of
          Accounting   Principles   Board  (APB)   Opinion  No.  25  in  certain
          situations,  as defined. The interpretation is effective July 1, 2000,
          but covers certain events  occurring  during the period after December
          15, 1998,  but before the  effective  date.  To the extent that events
          covered by this interpretation  occur during the period after December
          15, 1998, but before the effective  date, the effects of applying this
          interpretation  would be recognized  on a  prospective  basis from the
          effective  date.  We do not  anticipate  that  the  adoption  of  this
          interpretation  will have a material effect on the company's financial
          position or results of operations.

3.       ACQUISITION AND DISPOSITION OF VIRTUAL MEDIA GROUP,INC.

In February 2000,  Saratoga  acquired Virtual Media Group,  Inc. in exchange for
1,053,940  shares  valued at  $264,961.  Prior to its  acquisition  by Saratoga,
Virtual issued a 9% Series A subordinated  convertible  redeemable  debenture of
$900,000 net of a $100,000 discount,  due February 11, 2002 which was assumed by
Saratoga.  The debenture was converted into 4,041,501  shares of common stock of
Saratoga.  (See Note 13c and 13d).  Saratoga also granted 1,000,000  warrants to
the former  shareholders  of Virtual.  The warrants were to vest over a six year
period conditioned on the continued employment of the former owners.

                                      F-12


<PAGE>


The operations of Virtual Media were discontinued  effective August 31, 2000 and
the warrants have been  forfeited.  The growth of revenues from the operation of
Virtual  following its  acquisition by Saratoga did not  materialize as expected
and operating losses were greater than forecast. The prospects for future growth
with  reasonable  profit  margins  in  web-site  design and  internet  marketing
services within Virtual's  regional marketing area were severely dampened by the
proliferation of competitors entering into this market.

The loss from discontinued  operations associated with Virtual Media Group, Inc.
for the year ended October 31, 2000 up to the measurement  date of July 31, 2000
was $119,637.  The loss on  disposition of assets of Virtual is $311,248 for the
year ended  October 31, 2000,  including a write off of non-cash  investment  of
approximately  $265,000,  other  assets of  approximately  $37,000 and  disposal
expense of $10,000. The sales of Virtual were not material.

4. ACQUISITION AND  DISCONTINUANCE OF ACCESS WORLD WIRELESS  SERVICES,  INC. AND
ACCESS WORLD TELCOM & TECHNOLOGIES, INC

On September 21, 2000 Saratoga  acquired all of the outstanding  stock of Access
World Wireless Services,  Inc.  ("Wireless") under an Agreement for Purchase and
Sale of Stock and all of the stock of Access World Telcom &  Technologies,  Inc.
("Telcom") under a share Exchange  Agreement in exchange for 5,725,000 shares of
Saratoga common stock.

The business  affairs of Wireless and Telcom had been operated by the same Board
of Directors and executive  management team since commencement of development of
their common business activity,  August 1999.  Further,  the employee complement
and  operating  asset base engaged to develop the  business  activity of the two
entities to date can be considered that of a single  operation.  Therefore,  the
acquisition of Wireless and Telcom was treated as a single business acquisition.

The  5,725,000  shares of common  stock  were  valued at  $646,925  based on the
average  trading  price for  Saratoga  stock for three days before and after the
effective  date of the  Agreement,  which was  September  21, 2000.  In addition
Saratoga assumed Telcom's 8% convertible debenture obligation for $1,000,000 and
related debenture subscriptions  receivable.  Proceeds of $750,000 were received
by October 31, 2000 and the remaining $250,000 was received in November 2000.

On  September  18,  2000,  Telcom  issued 8% series A  subordinated  convertible
redeemable  debentures  for  $1,000,000  due  September  18, 2002.  The series A
debentures  are  convertible  into  Saratoga  stock  as a result  of  Saratoga's
assumption of the debt.  The  debentures are  convertible  into Saratoga  common
stock at 63.6% of the closing bid price of the common stock for any of the three
trading  days  immediately  before  and  including  the  date of the  notice  of
conversion by the holder.  As of October 31, 2000,  $80,000 of the debt has been
converted into common stock.

The 36.4%  discount  from the market price of the stock  equates to a beneficial
conversion  feature  amounting  to  $571,428  of which  $428,571  which has been
accounted for as additional interest expense in fiscal 2000. (See Note 13d).

                                      F-13


<PAGE>


The operations of Access Wireless and Access Telcom were discontinued  effective
February  2,  2001.  The loss from  discontinued  operations  for the year ended
October 31, 2000 is $870,172  including  accrued  expenses up to the measurement
date of  February  2, 2001 of  $420,584.  The loss on  disposition  of assets of
Access is $655,925  including  a write off of the  investment  of  approximately
$646,925, and disposal expense of $9,000.

5.        SPIN OFF OF INTERNATIONAL INTERNET PETROLEUM & TIRE DISTRIBUTORS CORP.

In  March  1999,  Saratoga  formed  International   Internet  Petroleum  &  Tire
Distributors,  Corp ("International") as a wholly owned subsidiary  incorporated
under Nevada law. Saratoga  transferred to International the trade name "Western
Oil & Tire Distributors,  Inc." along with all of the rights, title and interest
to the petroleum and tire business and related  business  development plan ("the
WOTD  Project").  Saratoga then  distributed  the common stock and Class A and B
Warrants of  International  to Saratoga  shareholders in a spin-off  transaction
effective March 19, 1999.  Saratoga issued 5,000,000 shares of its common stock,
valued at $250,000, to International in connection with the spin-off transaction
which has been treated as a stock dividend to Saratoga's  shareholders as of the
date of the spin-off.

6.       PURCHASE OF INTANGIBLE ASSET

The operational right acquired from Internet Interview consisted of a conceptual
plan which  identified  the need for software and  technology  to enter into the
business  of  selling  virtual  prepaid  phone  cards  over  the  Internet.  The
conceptual  plan  included  the  technological  need  to  develop  a  web  site,
accounting and management software, an Internet marketing program to establish a
web site agent  network  and  Internet  links and to  establish  agreements  and
technology necessary to accept,  process and clear credit card transactions over
the Internet.

As  consideration  for the  purchase of the rights to the  technology,  Saratoga
issued to the two principal  shareholders  of Internet  Interview,  Inc.  Messrs
Norman Reisch and Tom Morsey, Warrants to each to purchase 500,000 shares of the
common stock of Saratoga exercisable at any time at $0.10 per share and expiring
June 16,  2004.  The  purchase  price of the  operational  right was recorded at
$102,666, the value of the Warrants, estimated based on the Black-Scholes option
pricing model.

This  amount  was  recorded  as an  intangible  asset  and is being  charged  to
amortization  expense over two years.  Because of the  conceptual  nature of the
operational right, management concluded it would become technologically obsolete
over a two year period.  Amortization  expense  charged to  operations in fiscal
1999 and 2000 was $20,433 and $51,132, respectively.

7.  CONCENTRATION OF CREDIT RISK

Saratoga  maintains  cash balances at two  commercial  banks.  Accounts at these
financial  institutions are insured by the Federal Deposit Insurance Corporation
up to $100,000.
                                      F-14


<PAGE>


8.  PROPERTY AND EQUIPMENT

At October 31, property, plant and equipment consist of:

                                                             2000
                                                          ---------
   Furniture and fixtures                                  $ 2,894
   Computer equipment and internal use software             42,270
                                                          ---------
                                                            45,164
   Less accumulated depreciation and amortization           11,309
                                                          ---------
                                                           $33,855
                                                          =========

9.  LOANS PAYABLE-SHAREHOLDERS AND OFFICERS

At October 31, 2000, the Balances consisted of the following:

                                          October 31, 2000
                                          ----------------


      Loan payable to Patrick F. Charles    $    38,400

      Loan payable to Terrence K. Picken         38,400

                                            -----------
                                            $    76,800
                                            ===========

The  loans  payable  are  non-interest  bearing,  uncollateralized,  and have no
specific due date for repayment.  Patrick F. Charles is a shareholder  and Chief
Executive  Officer of Saratoga and Terrence K. Picken is a shareholder  and Vice
President of Saratoga.

10.  DEBENTURE PAYABLE

In September, 2000, Saratoga purchased Access World Telcom & Technologies,  Inc.
and assumed the telcom  convertible  debenture  obligation.  The  debenture  was
subscribed  to in  September,  2000 and at October  31,  2000,  $750,000  of the
debenture  had been  received  by  Saratoga  and $80,000 of that amount had been
converted to common  stock of Saratoga  leaving a debenture  payable  balance of
$670,000. (see Note 4)

11.  INCOME TAXES

As of October 31, 2000 Saratoga has available unused federal, net operating loss
carryforwards  of  approximately  $7,094,000  that may be applied against future
taxable  income and that expire in 2020.  Saratoga has  established  a valuation
allowance  with  respect to the  available  unused  federal net  operating  loss
carryforwards  because the  likelihood of  realization of this benefit cannot be
presently determined.
                                      F-15


<PAGE>


                                         October 31, 2000

       Deferred tax asset:
         Net operating loss carryforward    $ 2,412,000
         Valuation Allowance                 (2,412,000)
                                            ------------

         Net deferred tax asset             $         0
                                            ============

12.  RELATED PARTY TRANSACTIONS

Coast Northwest Inc., a management  consulting firm, provided  substantially all
of Saratoga's  corporate  administrative  services since inception of Saratoga's
development  stage activities for which Saratoga incurred expense of $97,500 for
the year ended  October 31,  1999 and  $162,500  for the year ended  October 31,
2000.   At  October  31,  1999  and  2000  Saratoga  owed  $1,177  and  $47,440,
respectively  to Coast  Northwest  Inc.  for  administrative  support  services.
Saratoga's President, Patrick F. Charles and Executive Vice-President,  Terrence
K. Picken,  collectively  own controlling  interest in Coast Northwest Inc. (see
Notes 12 and 14).

13.  SHAREHOLDERS' DEFICIENCY

      a.  Stock Split and Authorization of Shares

         Prior to and in  conjunction  with Saratoga  merger with  Knightsbridge
         Corporation  in July  1998,  the Board of  Directors  of  Knightsbridge
         approved a 1 for 4 reverse  stock  split  including  the  reduction  of
         authorized common stock from 200,000,000  shares to 50,000,000  shares.
         All per share data in these statements reflect the reverse stock split.

         In March 1999, the board of directors of Saratoga approved the increase
         of  authorized  common  stock  from  50,000,000  shares to  200,000,000
         shares.  The  stockholders  also  approved  the  authorization  of  the
         issuance  of a new  class  of  50,000,000  shares  of $.001  par  value
         preferred  stock.  The  preferred  stock of  Saratoga  can be issued in
         series.  With respect to each series issued,  the Board of Directors of
         Saratoga will  determine,  among other things,  the number of shares in
         the  series,   voting  rights  and  term,  dividend  rates  and  terms,
         liquidation preferences and redemption and conversion privileges.

      b.  8% Convertible Redeemable Preferred Stock

         In May 1999, Saratoga issued nonvoting  restricted  cumulative Series A
         convertible  redeemable  preferred stock as payment for the outstanding
         balance of  $377,742 on a note  payable.  Upon the  declaration  of the
         board of directors, the Preferred Stock pays a dividend at 8% per share
         and any unpaid dividends are cumulative.  The shares of Preferred Stock
         are  convertible  into common stock,  over a three year period,  at the
         rate of 125,914 preferred shares each year beginning one year from date
         of issue. At the holder's option, each preferred share, valued at $1.00
         each, plus unpaid cumulative dividends on such shares

                                      F-16


<PAGE>


         may be converted into common shares based on the published  trade price
         of the common shares at date of conversion  notice.  In addition,  upon
         written notice to the holders, Saratoga has the right to redeem shares,
         at its  discretion,  at $1.00 per  share  plus any  accumulated  unpaid
         dividends and the preferred  Stock has a  liquidation  preference  over
         common stock of $1.00 per share plus any accumulated unpaid dividends.

         In May 2000, 125,914 shares of preferred stock plus $10,073 of declared
         preferred  dividends  was  converted  into  931,418  shares of Saratoga
         common stock based on a share price of $.146 per share.  The  remaining
         undeclared  cumulative  preferred  stock  dividend of $20,146 at May 1,
         2000 has not been declared by the board of directors nor accrued but is
         considered   in  the   computation   of  net  loss  per  common  share.
         Additionally  for net  loss  per  share  calculations,  undeclared  and
         unaccrued dividends are calculated on the remaining preferred stock and
         previously undeclared dividends. (See Note 2i)

      c.  Common Stock Issuances

         Shares  of common  stock of  Saratoga  issued  during  the years  ended
         October 31, 2000 and 1999, respectively are summarized as follows:

                                                             Average Number
                                     Transaction  per Share    of Shares
Date              Description           Value       Price        Issued
--------------------------------------------------------------------------------
             Issued During Year Ended October 31, 2000
12/99-9/00   Issued for         $  126,600   $  0.142        892,000
             services

11/99        Issued for         $   60,000   $  0.060      1,000,000
             payment of Note
             Payable

1/00         Issued for cash -  $   25,000   $  0.100        250,000
             exercise of
             stock option

2/00         Issued for         $  264,961   $  0.251      1,053,940
             acquisition of
             Virtual Media
             Group

5/00         Issued for         $  135,987   $  0.146        931,418
             conversion of
             Preferred stock

9/00         Issued for         $  646,925   $  0.113      5,725,000
             acquisition of
             Access Wireless
             and Access
             Telcom

9/00         Issued for payment $   45,500   $  0.105        433,334
             of payables for
             Access Telcom
                                      F-17


<PAGE>


             1/00-10/00 Issued for $1,239,999 $ 0.175 7,123,187
             conversion of
             debentures

             Issued During Year Ended October 31, 1999
11/98-10/99  Issued for         $  436,881   $  0.111      3,920,000
             services

1/99-2/99    Private            $  140,000   $  0.026      5,300,000
             placements
             for cash

2/99&10/99   Issued to          $   79,067   $  0.017      4,584,524
             officers for
             services

3/99         Issued to          $  250,000   $  0.050      5,000,000
             International in
             connection with
             WOTD Project
             spin-off transaction
            (See Note 5)

1/99-8/99    Issued for         $  975,411   $  0.056      17,278,166
             conversion of
             debentures

         The "Per  Share  Valuation"  set forth  above is based on the  recorded
         value of the  transaction  divided  by the  number of shares  issued as
         consideration for each transaction.

      d.  Debentures Converted to Common Stock

         For the year ended October 31, 2000:

         In January 2000, Saratoga issued a 2% Series E Subordinated Convertible
         Redeemable  Debenture  for $160,000 due January 20, 2001.  The Series E
         Debenture is convertible  into common stock of Saratoga at 72.5% of the
         average  closing  bid  price of the  common  stock  for the  five  days
         immediately preceding the date of notice of conversion by the holder.

         In January  2000,  the holder of this Series E Debenture  converted the
         principal balance of $160,000 into 1,244,719 shares of common stock.

         Prior to its  acquisition by Saratoga in February  2000,  Virtual Media
         Group,  Inc. issued a 9% Series A Subordinated  Convertible  Redeemable
         Debenture  for  $1,000,000  due  February 11,  2002.  Saratoga  assumed
         Virtual's  Debenture  obligation in connection  with the acquisition of
         Virtual.  The Virtual  Series A Debenture  is  convertible  into common
         stock of Saratoga at 70% of the average closing bid price of the common
         stock for the five  days  immediately  preceding  the date of notice of
         conversion by the holder.

         In March 2000,  the Virtual  Series A  Debenture  principal  balance of
         $1,000,000  was  converted  into  4,041,501  shares of common  stock of
         Saratoga.
                                      F-18

<PAGE>

         Prior to its  acquisition by Saratoga in September  2000,  Access World
         Telcom  &  Technologies,  Inc.  issued  an  8%  Series  A  Subordinated
         Convertible Redeemable Debenture for $1,000,000 due September 18, 2002.
         Saratoga assumed the Access Telcom  Debenture  obligation in connection
         with the  acquisition  of Access  Telcom.  The Access  Telcom  Series A
         Debenture  is  convertible  into common stock of Saratoga at 70% of the
         closing  bid  price  of the  common  stock  for  any of the  five  days
         immediately preceding the date of notice of conversion by the holder.

         In September  and October  2000,  $80,000 of the Access Telcom Series A
         Debenture principal was converted into 1,836,967 shares of common stock
         of Saratoga.

         For the year ended October 31, 1999:

         In July  1998,  Saratoga  issued 9% series A  subordinated  convertible
         redeemable debenture for $150,000 due July 1999. The series A debenture
         was  convertible  into common stock of Saratoga at 72.5% of the average
         closing  bid price of the  common  stock for the five days  immediately
         preceding the date of notice of conversion by the holder.

         During  October 1998,  the holder  converted  $10,000 of principal plus
         accrued interest into 94,085 shares of common stock.  During the period
         from  January 21,  1999,  to April 6, 1999,  the holder  converted  the
         principal  balance  of  $140,000  at October  31,  1999,  plus  accrued
         interest of $8,182 into 6,251,823 shares of common stock.

         In March 1999,  Saratoga  issued 9% series B  subordinated  convertible
         redeemable  debentures  for $450,000  due March 30, 2000.  The series B
         debentures were  convertible  into common stock of Saratoga at 72.5% of
         the  average  closing  bid price of the common  stock for the five days
         immediately preceding the date of notice of conversion by the holder.

         In May 1999,  the holders of these  series B debentures  converted  the
         principal  balance of  $450,000  plus  accrued  interest of $2,857 into
         5,795,564 shares of common stock.

         In June  1999,  Saratoga  issued 9% series C  subordinated  convertible
         redeemable  debentures  for $150,000  due June 11,  2001.  The series C
         debentures were  convertible  into common stock of Saratoga at 72.5% of
         the  average  closing  bid price of the common  stock for the five days
         immediately  preceding  the date of notice of conversion by the holder.
         In June 1999,  the holders of these series C debentures  converted  the
         principal  balance  of  $150,000  plus  accrued  interest  of $97  into
         1,548,158 shares of common stock.

         In July 1999,  Saratoga  issued a 2% series D subordinated  convertible
         redeemable  debenture  for  $150,000  due July 30,  2001.  The series D
         debenture  is  convertible  into common stock of Saratoga at 75% of the
         average  closing  bid  price of the  common  stock  for the  five  days
         immediately preceding the date of notice of conversion by the holder.

         In August  1999,  the holder of this series D debenture  converted  the
         principal  balance of  $150,000  plus  accrued  interest of $1,366 into
         1,182,621 shares of common stock.
                                      F-19


<PAGE>


         In  December  1998,  Saratoga  issued  $15,000  principal  amount  of a
         Subordinated  Convertible  Redeemable  Debenture due December,  1999 to
         Coast  Northwest  Management LLC a limited  liability  company owned by
         Patrick F.  Charles and  Terrence K. Picken,  officers,  directors  and
         controlling  shareholders of Saratoga in a private placement as payment
         of a loan to Saratoga.  The Coast LLC  Debenture was  convertible  into
         common  stock at a  conversion  price  equal  to  72.5% of the  average
         closing  bid  price  of the  common  stock  for the five  trading  days
         immediately  preceding the date of receipt of the conversion notice. In
         December  1998,  the holder of this  Debenture  converted the principal
         balance of $15,000 into 300,000 shares of common stock.

         In  January  1999  Saratoga  issued  $30,000   principal  amount  of  a
         Subordinated  Convertible  Redeemable  Debentures  due January  2000 to
         Coast  Northwest  Management  LLC ("Coast LLC  Debenture  2") a limited
         liability  company  owned by Patrick F. Charles and Terrence K. Picken,
         officers,  directors  and  controlling  shareholders  of  Saratoga in a
         private  placement  as  payment  of a loan to  Saratoga.  The Coast LLC
         Debenture 2 was  convertible  into common stock at a  conversion  price
         equal to 72.5% of the average closing bid price of the common stock for
         the five (5) trading days immediately  preceding the date of receipt of
         the  conversion  notice.  In January 1999 the holder of this  Debenture
         converted  $29,000 of the principal  balance into  1,250,000  shares of
         common  stock.  The  remaining  $1,000 of the Coast LLC Debenture 2 was
         forgiven.

         In  January  1999  Saratoga  issued  $15,000  of  principal  amount  of
         Subordinated  Convertible  Redeemable Debentures (the "Debentures") due
         January  2000 to each of Patrick F.  Charles and  Terrence  K.  Picken,
         officers,  directors  and  controlling  shareholders  of  Saratoga in a
         private  placement  for a total  of  $30,000  in  payment  of  services
         provided to  Saratoga.  The  Debentures  and the shares of common stock
         into  which  they were  converted  were  exempt  from  registration  in
         reliance on rule 504 of Regulation D of the Securities Act of 1933. The
         Debentures  were  convertible  into common stock at a conversion  price
         equal to 72.5% of the average closing bid price of the common stock for
         the five (5) trading days immediately  preceding the date of receipt of
         the conversion  notice.  $29,000  principal  amount of these Debentures
         were  converted to 1,250,000  shares of common stock in January,  1999.
         The remaining $1,000 of the Debentures was forgiven.

         For  common  stock  issued  in  non-monetary   transactions   involving
         marketability   discounts   Saratoga's   policy  is  to   account   for
         marketability  discounts  in  accordance  with  guidelines  provided by
         published  empirical  studies and financial  research on  marketability
         discounts.

         In an Emerging  Issues Task Force  meeting  sponsored by the  Financial
         Accounting  Standards Board, held on March 13, 1997, the Securities and
         Exchange  Commission ("SEC") announced their position on the accounting
         for the issuance of convertible  debt  securities  with a nondetachable
         conversion  feature that is "in-the-money" at the date of issue.  Those
         securities are usually  convertible into common stock at the lower of a
         conversion  rate fixed at the date of issue or a fixed  discount to the
         common stock's market price at the date of

                                      F-20


<PAGE>


         conversion,  creating  a  "beneficial  conversion  feature".  The SEC's
         position is that the beneficial conversion feature should be recognized
         and  measured  by  allocating  a portion of the  proceeds  equal to the
         intrinsic  value of that feature to  additional  paid-in  capital.  The
         amount is calculated at the date of issuance as the difference  between
         the conversion  price and the fair value of the common stock into which
         the security is  convertible,  multiplied  by the number of shares into
         which the  security is  convertible.  The discount  resulting  from the
         allocation of proceeds,  in effect,  increases the interest rate of the
         security and should be  amortized as a charge to interest  expense over
         the period  from the date the  security  is issued to the date it first
         becomes   convertible.   The  beneficial   conversion  feature  of  the
         debentures were accounted for as additional  interest  expense,  at the
         date the debenture  first  becomes  convertible  and as a result,  such
         interest  expense charged to operations for the years ended October 31,
         1999  and  2000,  amounted  to  approximately  $340,000  and  $918,000,
         respectively.

      e.  Stock Options and Warrants

         During October 1998,  Saratoga  approved a  Non-Qualified  Stock Option
         Plan ("1998 option  Plan").  A total of 8,000,000  shares are available
         for future grants to directors, officers, employees and consultants who
         are in a position to make  significant  contributions to the success of
         Saratoga.

         The  exercise  price of each option will be  determined  by  Saratoga's
         board of directors,  in its discretion,  at the time of grant. Further,
         at the time of grant and at the  discretion  of the board of directors,
         the vesting period and the expiration date shall not exceed ten years.
                                      F-21


<PAGE>


The following table  summarizes the activity with regard to options and warrants
for the period November 1, 1998 through October 31, 2000:
<TABLE>
<CAPTION>
                                      Stock options                                    Warrants
                             Weighted               Weighted                 Weighted              Weighted
                             Average                Average                  Average               Average
                             Exercise               Remaining                Exercise              Remaining
                    Shares   Price     Exercisable  Life        Shares       Price    Exercisable  Life
_____________________________________________________________________________________________________________
<S>             <C>          <C>       <C>          <C>         <C>         <C>       <C>          <C>

Outstanding at
   31-Oct-1998                 -                      -                        -                     -
a) Granted        250,000    $ 0.10      250,000    3.6 yrs.
b) Granted      1,525,000    $ 0.18    1,525,000    3.8 yrs.
c) Granted        250,000    $ 0.10      250,000    3.6 yrs.
d) Granted        150,000    $ 0.18      150,000    2.7 yrs.
e) Granted                                                     1,700,000    $  0.03    1,700,000
f) Granted                                                     1,000,000    $  0.10    1,000,000    3.6 yrs.
g) Granted                                                     2,000,000    $  0.18    2,000,000    0.5 yrs.
  Exercised                                                   -1,700,000              -1,700,000
Outstanding at
   31-Oct-1999  2,175,000    $ 0.16    2,175,000               3,000,000    $  0.15    3,000,000
b) Exercised     -250,000    $ 0.10     -250,000
h) Granted      2,725,000    $ 0.32    2,725,000    4.4 yrs.
i) Granted      1,060,000    $ 0.32    1,060,000    4.4 yrs.
j) Granted        720,000    $ 0.16      720,000    4.5 yrs.
k) Granted        100,000    $ 0.16      100,000    4.5 yrs.
Outstanding at
   31-Oct-2000  6,530,000    $ 0.25    6,530,000               3,000,000    $  0.15    3,000,000
</TABLE>


a) Officers,  directors and employees - exercise price less than grant date fair
   value of $0.14.
b) Officers,  directors and  employees - exercise  price greater than grant date
   fair value of $0.14.
c) For  services - exercise  price less than grant date fair value of $0.14.  d)
For services - exercise  price  greater than grant date fair value of $0.17.  e)
For services - exercise  price greater than grant date fair value of $0.023.  f)
Purchase of operational rights from Interview-exercise price less than grant
   date fair value of $0.14.
g) For services - exercise price greater than grant date fair value of $0.135.
h) Officers, directors and employees - exercise price same as grant date fair
   value of $0.32.
i) For services - exercise price same as grant date fair value of $0.32.
j) Officers, directors and employees - exercise price same as grant date fair
   value of $0.155.
k) For services - exercise price same as grant date fair value of $0.32.

Saratoga  granted  400,000 and  1,160,000  options under the 1998 option Plan to
various consultants for services rendered in fiscal 1999 and 2000, respectively.
The options expire from two to five years from the date of grant,  are currently
exercisable  and have an  exercise  price  ranging  from $.10 to $.32 per share.
Saratoga has recorded  approximately  $34,000 and $181,000 of  consulting  costs
relating to these options in fiscal 1999 and 2000, respectively.
                                      F-22


<PAGE>



For the years  ended  October  31, 1999 and 2000,  Saratoga  granted  options to
purchase  1,775,000  and  3,445,000  respectively  to  employees,  officers  and
directors under the 1998 option Plan. The options have an exercise price ranging
from $.10 to $.32 per  share,  expire  five years from the date of grant and all
options granted to employees, officers and directors are exercisable.

In February,  1999,  Saratoga entered into a corporate public relations  service
agreement  with  PMR and  Associates  whereby  PMR  provides  investor  relation
services  to  Saratoga.  In  connection  therewith,   Saratoga  issued  Warrants
entitling  PMR to purchase up to 1,700,000  shares of common stock at $0.029 per
share.  These Warrants had a one year life and were exercised in fiscal 1999. In
addition,  Saratoga issued 500,000 shares of common stock,  valued at $0.023 per
share or $11,500,  for services  performed.  The date of issuance for the common
stock was the measurement date.

In May 1999,  Saratoga extended the corporate public relations services contract
with PMR and  Associates.  In  connection  therewith  Saratoga  issued  warrants
entitling  PMR to purchase up to  1,000,000  shares of its common stock at $0.15
per share and 1,000,000  shares at $0.20 per share. The warrants are exercisable
at any time and expire May 18, 2001.  None have been  exercised at this time. In
addition,  Saratoga issued 550,000 shares of common stock,  valued at $0.131 per
share or $72,000,  for  services.  The date of issuance for the common stock was
the measurement date.

All of the PMR  Warrants  were fully  vested and  exercisable  immediately  when
issued. The issue date was the measurement date and the Warrants were valued
using  the   Black-Scholes   option  pricing  model,   including  the  following
significant  assumptions;  risk free interest rate of 6%; expected lives ranging
from 3 months to 2 years;  expected volatility of 50%; and expected dividends of
$0. Approximately $7,500 was charged to consulting expense for these Warrants.

In  June  1999,   Saratoga  issued  1,000,000  common  stock  purchase  warrants
("warrants")  at an exercise price of ten cents per share to purchase  1,000,000
shares of the Company's common stock.  Management has estimated the value of the
warrants,  based on the Black-Scholes option pricing model, in order to record a
$102,666  intangible  asset as a result of the operational  right purchased from
Internet Interview Inc. (see Notes 1, 2(d) and 6).

In January, 2000, an option for 250,000 shares was exercised. The share price at
date of grant was $0.065 per share.  The exercise  price was $0.10 and the price
on date of exercise was $0.328.

All of the  options  and  warrants  that have been  granted  in the years  ended
October 31, 1999 and 2000 were non-forfeitable.

Stock Option Compensation
                                      F-23


<PAGE>


For disclosure purposes of employees and Officers stock option compensation, the
fair value of options is estimated on the date of grant using the  Black-Scholes
option pricing model with the following weighted average assumptions used for
stock  options  granted  during  fiscal 1999 and 2000:  annual  dividends of $0;
expected  volatility of 50%;  risk-free  interest rate of 6%; and expected lives
ranging  from 2 years to 5  years.  The  weighted  average  fair  value of stock
options  granted to employees and officers during the fiscal years 1999 and 2000
was approximately  $125,000 and $502,000,  respectively and Saratoga's pro forma
loss and net loss per share would have been as follows:

                                                       Year Ended
                                                       October 31
                                                       -----------
                                                1999               2000
                                                ----               ----
         Net loss applicable to
         common share

         As reported                         $1,460,943         $4,719,839
                                             ==========         ==========

         Pro forma                           $1,586,035         $5,221,613
                                             ==========         ==========

         Net loss per common share

         As reported                          $0.04              $0.08
                                              =====              =====

         Pro forma                            $0.04              $0.09
                                              =====              =====

The  Black-Scholes  option pricing model was developed for use in estimating the
fair value of traded options,  which have no vesting  restrictions and are fully
transferable.  In addition,  option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Saratoga's
employee stock options have characteristics  significantly  different from those
of traded  options,  and since  changes  in  subjective  input  assumptions  can
materially affect the fair value estimate, in management's opinion, the existing
models do not necessarily provide a reliable single measure of the fair value of
its employee stock options and warrants.

14.  NON-RECURRING EXPENSES

Saratoga's merger with  Knightsbridge  (see Note 1) was effective July 28, 1998.
Prior to such merger,  Knightsbridge,  under former management,  entered into an
agreement to acquire controlling interest in a language  translation  technology
company,  Language  Force  Inc.  ("LFI")  in  exchange  for cash and  shares  of
Knightsbridge.  Shares called for by the  agreement  were issued by both parties
and  placed  in an  escrow  account  to  be  released  subject  to  and  pending
finalization   of  the   transaction.   Knightsbridge   also   advanced  to  LFI
approximately $306,000 in connection with the transaction. The agreement between
Knightsbridge  and LFI was  never  fulfilled  and the  parties  are  seeking  in
negotiations to rescind the agreement.  Knightsbridge is also seeking to recover
the cash it  advanced to LFI and return of the  2,000,000  (post  reverse  stock
split) shares issued to LFI and being held in escrow. Saratoga believes it will
                                      F-24


<PAGE>


recover the 2,000,000  shares of its common stock held in escrow and is pursuing
negotiations  with LFI to recover the sums of cash  advanced to LFI.  The escrow
agent is holding the shares of both companies  until this matter is resolved and
will dispose of the shares in accordance with the terms of the resolution. These
2,000,000 shares are treated for accounting  purposes as unissued shares because
they are not entitled to a vote on shareholder matters. They were not considered
outstanding for purposes of computing loss per share.

Prior to Western's reverse merger transaction with Knightsbridge, Prime Ventures
Corporation,  was engaged by Knightsbridge to manage the LFI matter. At the time
of the reverse merger, Saratoga entered into a ten-month consulting service
agreement  with  Prime  Ventures  to  achieve  final  resolution  and to provide
Saratoga with other business advisory services as needed from time to time.

In June 1999,  Saratoga agreed to a further extension of Prime Ventures services
to manage the LFI matter. Under their June 1, 1999 agreement, Prime Ventures and
Saratoga agreed upon the following payment and incentive terms:

Saratoga  agreed to pay  $10,000  toward  legal  fees  regarding  the LFI matter
recoverable from the first cash proceeds, if any, from the LFI settlement. Prime
Ventures and another  creditor agreed to settle $95,000 of amounts owing to them
by Saratoga, including the forgiveness of $50,000 of a note payable, in exchange
for an assignment of the cash proceeds, if any, from the LFI settlement.

If any LFI shares are received  from the LFI  settlement,  the first 300,000 LFI
shares are to be the  property of Saratoga,  the  balance,  if any, in excess of
300,000 shares is to be split based on future negotiations  between Saratoga and
Prime Ventures.

Settlement  of the LFI  matter is subject to the prior  approval  of  Saratoga's
Board of Directors.

Due to the uncertainty of the outcome of Saratoga's  negotiations  with LFI, the
investment  in LFI has been written off in the amount of $255,500 in fiscal 1998
and $50,000 in fiscal 1999.

Under the reverse merger agreement dated July 28, 1998 between Knightsbridge and
Western they agreed to issue four additional  shares of Saratoga's  common stock
to the former  shareholders of Western for each share of Saratoga's stock issued
to LFI  ("LFI  shares")  which is  released  from  escrow  and not  returned  to
Saratoga's treasury. If all of the 2,000,000 LFI shares currently held in escrow
are released  from escrow and none  returned to its  treasury,  Saratoga will be
required to issue 8,000,000  additional common shares to former  stockholders of
Western.  Management  believes it is unlikely  these shares will ever be issued.
These shares have not been considered in the loss per share calculation  because
they  would be  anti-dilutive.  Both  parties  have  agreed  that  the  original
agreement should be rescinded and have agreed to binding  arbitration to resolve
the manner in which to finalize  rescission  of the  agreement.  An  arbitration
hearing is to be scheduled for this matter in the near future.
                                      F-25


<PAGE>


15.  COMMITMENTS AND CONTINGENCIES

In June 1999,  Saratoga  entered into an  employment  agreement  with the former
Chief  Executive  Officer and minority  shareholder  of Internet  Interview Inc.
which entitles this employee to a base salary plus  performance  bonus and stock
options to purchase up to 250,000  shares of Saratoga.  Further,  in  connection
with the acquisition of the telecom operation right from Internet Interview Inc.
Saratoga  entered into a consulting  agreement with AJAY  Enterprises Inc. which
entitles  AJAY to a monthly  service  fee and stock  options to  purchase  up to
250,000 shares of Saratoga. The stock options were granted on June 16, 1999, the
same date as the consulting agreement.  Ajay is controlled by a former principal
shareholder of Internet  Interview Inc. The  consulting  service  agreement with
AJAY was  terminated  by mutual  agreement in August,  1999 except for the stock
options  granted to Ajay.  The fair value of the options  for 250,000  shares of
common  stock  granted  to AJAY was  approximately  $21,000  and was  charged to
consulting  expense  in  fiscal  year  1999.  The  options  were  fully  vested,
non-forfeitable  and exercisable when they were issued in June 1999,  therefore,
the issue date was used as the measurement date.

The Black Scholes  option  pricing model was used to determine the fair value of
the options,  which is a more reliable  measurement  than the services  received
from  AJAY.  The  following  significant  assumptions  were  applied:  risk free
interest rate of 6 percent,  expected life of five years; expected volatility of
50%; and expected dividends of $0.

On October 1, 1999 Saratoga  entered into three year employment  agreements with
Patrick F.  Charles,  Chief  Executive  Officer of the Company  and  Terrence K.
Picken,  Executive Vice President of the Company.  Each agreement provides for a
base salary for each of the three years plus performance bonus and stock options
to purchase up to 500,000 shares each of Saratoga's  common stock. The agreement
provides  that at each  Officers  option,  part of the  payments  may be paid in
common stock of Saratoga.

Saratoga Telecom has an operating lease on 1500 square feet of office space at a
rate of $1,561 per month through August, 2001.

16.  SUBSEQUENT EVENT (UNAUDITED)

Effective  January 26, 2001,  Saratoga  acquired all of the  outstanding  common
stock of Processing Plus, Inc., a Florida corporation and 30% of the outstanding
common stock of  International  Insider Reports Inc.  ("Insider").  In exchange,
Saratoga issued 1,000,000 shares of its common stock, valued at $0.023 per share
or $23,000  based on the average  closing  price for three days before and after
the  acquisition  agreement.  Processing Plus was formed in 1983 and it together
with Insider have been owned and  operated by Gene Retske.  Processing  provides
professional business consulting services to telecommunications clients. Insider
publishes newsletters and articles relative to the telecommunications  industry.
In addition,  Saratoga granted 500,000 warrants  exercisable at $0.05 per common
share. Saratoga also assumed Processing's 8% convertible debenture obligation of
$1,000,000 and related debenture subscriptions receivable.

On December 28, 2000,  Processing  issued 8% Series A  subordinated  convertible
redeemable  debentures  subscriptions  for $1,000,000 due December 27, 2002. The
Series A debentures are  convertible  into Saratoga  common stock as a result of
Saratoga's  assumption of the debt. The debentures are convertible into Saratoga
common stock at 70% of the average closing bid price on any of three days before
and including the day the notice of conversion is received from the holder.
                                      F-26


<PAGE>



The 30%  discount  from the market  price of the stock  equates to a  beneficial
conversion  feature,  which will be accounted  for in  accordance  with Emerging
Issues Task Force No. 98-5,  "Accounting  for  Convertible  Conversion  Ratios."
Therefore the beneficial  conversion  feature,  which is valued at approximately
$428,571 will be accounted for as additional interest expense at the issue date,
which is the date the debentures first become convertible.

The warrants  expire  within five years of the date  granted.  The warrants were
granted to the shareholders of Processing and vest 33 1/3% annually over a three
year period  contingent  upon and subject to the  continued  employment  of Gene
Retske, a former shareholder.

The acquisition  will be recorded using the purchase method of accounting on the
effective  date.  The  estimated  amounts have been  summarized in the following
table:

     Purchase price                                  $23,000
     Liabilities assumed                              37,000
     Less:  fair market value of assets acquired         -
     Goodwill                                         60,000

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

There have not been any changes in or disagreements with Accountants.
                                      F-27


<PAGE>



                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS.

This table describes Saratoga's current Directors and Executive Officers.

                  NAME                       AGE                TITLE
Patrick F. Charles                           59      President, Chief Executive
                                                        Officer and Director
Terrence K. Picken                           62       Executive Vice-President,
                                                       Chief Operating Officer
                                                            And Director
Tom Morsey                                   53     President, Saratoga Business
                                                   Development Corp and Director
Samuel H. Eisenberg                          55               Director
Harold Peter Capozzi                         75               Director

Patrick F. Charles has been Saratoga's  Chief Executive  Officer and Chairman of
the Board of Directors  since the inception of Saratoga . Mr.  Charles is also a
founder,  President  and Chief  Executive  Officer of Coast  Northwest  Inc.,  a
privately  owned  Washington  Corporation,  since its  inception in 1981.  Coast
Northwest Inc. provides financial and management  consulting services to various
clients.  Mr.  Charles  has also  served as  National  Director  of  Legislative
consulting  services for  PriceWaterhouseCoopers,  an  international  accounting
firm.  Mr.  Charles also  currently  serves as a Director  for  Magellan  Filmed
Entertainment  Inc.  ("MFLE"),  a  publicly  traded  company  listed  on the OTC
Bulletin  Board.  MFLE is a producer  and  distributor  of filmed  entertainment
products.  Mr.  Charles  holds a Bachelor of Science  degree in  marketing  from
Seattle University and an MBA from the University of Arizona.



                                       14
<PAGE>


Terrence K. Picken has served Saratoga as Executive  Vice-President and Director
since its inception. Mr. Picken is also Executive Vice President and Director of
Coast  Northwest Inc.  since 1992.  Coast  Northwest  Inc. is a privately  owned
company which provides business management and financial  consulting services to
various    clients.    Mr.   Picken   was   also   a   general    partner   with
PriceWaterhouseCoopers,  an  international  accounting  firm.  Mr.  Picken  also
currently serves as a Director for Magellan Filmed  Entertainment Inc. ("MFLE"),
a publicly traded company listed on the OTC Bulletin  Board.  MFLE is a producer
and distributor of filmed entertainment  products.  Mr. Picken has over 20 years
of international  accounting  experience and was licensed as a CPA in California
and Washington as well as a Chartered  Accountant in Canada. He graduated with a
Chartered Accountant degree from the University of Manitoba, Canada.

Tom Morsey was  appointed a Director of Saratoga  and has served as President of
Saratoga  Telecom Corp., a  wholly-owned  subsidiary of the Company,  since June
1999.  He is currently  president of Saratoga  Business  Development  Corp.  Mr.
Morsey  previously was President of Internet  Interview Inc. which he co-founded
in 1997 and from which the Company  acquired  the telecom  operational  right in
June 1999. In 1989, Mr. Morsey founded  Telecommunications  Consulting Institute
Inc.  ("Telecon  Inc.") which he managed and operated for over 5 years.  Telecon
Inc. was a reseller of AT & T and Sprint telephone calling services and prior to
its sale to Telenational  Communications  Inc. of Omaha  Nebraska,  had over 968
representatives  nationwide  offering  innovative  calling programs developed by
Telecon Inc.

Samuel H.  Eisenberg has served as a Director of Saratoga  since its  inception.
Mr.  Eisenberg  is Senior  Vice-President  of  Portfolio  Investment  Strategies
Corporation based in New York which specializes in private  investment  banking.
He has served in such capacity for over 5 years.

Harold  P.  Capozzi  has  been  a  Director  of  Saratoga,   formerly  known  as
Knightsbridge Corporation,  since February 1997 and was President,  Chairman and
CEO of  Knightsbridge  from June 1997 to July 1998, the date of  Knightsbridge's
merger with Saratoga. Mr. Capozzi is manager of his own investment portfolio and
is an independent business advisory  consultant.  For ten years, 1990 - 1999, he
served as a Director of PLC Medical  Systems  Inc.,  a publicly  traded  Company
listed on the  American  Stock  Exchange  and was an  officer  and  Director  of
Richland Mines Inc., (VSE), and Dynamic Associates,  (NASDAQ). He is currently a
Director and Officer of Ceasar's  Explorations Inc., and Blackwater Ltd., (CVE).
Mr.  Capozzi  holds a Bachelor  of Science  Degree  and a Bachelor  of  Commerce
Degree,  with First Class Honors from the University of British Columbia,  and a
Teaching Degree from the University of Italy.

The  Directors  serve in  their  positions  until  the next  annual  meeting  of
stockholders or until the Directors' successors have been elected and qualified.
The executive  officers are appointed by the Board of Directors and serve at the
discretion of the Board.

Compliance With Section 16(a) of the Exchange Act

Due to an oversight,  the following  individuals  did not file on a timely basis
Forms  4 or 5  reporting  changes  in  beneficial  ownership:  Patrick  Charles,
Terrence  Picken,   Samuel  Eisenberg,   Harold  Capozzi  and  Tom  Morsey.  The
aforementioned reports have been filed prior to the filing of this Form 10-KSB.



                                       15
<PAGE>


Schedule of non-compliance with section 16(a) of the exchange Act

                                                     Number of
     Name                     Number of             Transactions
                             Late Reports           Not Reported

Patrick Charles                  3                        0
Terrence Picken                  3                        0
Samuel Eisenberg                 3                        0
Harold Capozzi                   3                        0
Tom Morsey                       3                        0


ITEM 10.  EXECUTIVE COMPENSATION.

The following  tables set forth the  compensation  paid by Saratoga to the named
executive officers for the periods indicated:

                           SUMMARY COMPENSATION TABLE

                  Annual Compensation         Long-Term Compensation

                                          Awards               Payouts
                                          --------------------------------------
                                                  Securities (5)
                                 Other  (1)(3)(4)   Under-
Name and                        annual  Restricted  lying          All other
Principal                       Compen-   Stock    Options/  LTIP   Compen-
Position   Year  Salary  Bonus  sation    Award      SARs   Payouts sation
                   ($)    ($)     ($)      ($)        (#)     ($)      ($)
   (a)      (b)    (c)    (d)     (e)      (f)        (g)     (h)      (i)

Patrick F.10/31/98  93,331  0      0           0          0     0       0
Charles   10/31/99 125,665  0      0      51,167    500,000     0       0
Chief     10/31/00 166,084  0      0           0    850,000     0       0
 Executive
 Officer
 and
 Director

Terrence  10/31/98  93,331   0      0          0         0      0       0
K. Picken 10/31/99 125,665   0      0     49,167   500,000      0       0
Executive 10/31/00 166,084   0      0          0   850,000      0       0
 Vice-
 President
 and
 Director


                                       16
<PAGE>


Thomas S. 10/31/98       0   0      0          0         0       0       0
Morsey    10/31/99  24,250   0      0          0   250,000       0       0
Preside   10/31/00  78,000   0      0      2,345   600,000       0       0
 of wholly-
 owned
 subsidiary,
 Saratoga
 Business
 Development
 Corp. and
 Director

(1)  The restricted stock award amounts reported in column (f) above for Patrick
     F.  Charles and  Terrence K. Picken  represent a 20%  discount  from market
     price on restricted common shares used to partially pay for salary included
     in column (c) above.
(2)  Thomas S. Morsey  joined  Saratoga  Telecom  Corp as its  President in June
     1999. He was  previously  co-founder  and President of Internet  Interview,
     Inc. from which  Saratoga  acquired the telecom  operational  right in June
     1999.
(3)  Dividends would be paid on restricted  common stock shares if dividends are
     declared  and paid on the common stock of Saratoga in  accordance  with the
     Articles of Incorporation, as amended.
(4)  The number and market value of aggregate  restricted stock holdings awarded
     to Patrick F. Charles, Terrence K. Picken and Thomas Morsey held at October
     31, 2000 were  2,304,762  shares and  $126,762 for Mr.  Charles,  2,279,762
     shares and  126,762  for Mr.  Picken  and 25,000  shares and $1,375 for Mr.
     Morsey.
(5)  The stock options  listed in column (g) above were all  exercisable at date
     of grant.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

                               (Individual Grants)

                          Percent
                             of
                           Total
                          Options/
                Number     SARs
                  of      Granted
             Securities     to      Exercise              Market
             Underlying   Employees  Or Base             Price on
            Options/SARs  in Fiscal  Price   Expiration   Date of
   Name      Granted (#)    Year     ($/Sh)     Date       Grant
    (a)        (b)           (c)       (d)      (e)         (f)
------------------------------------------------------------------

Patrick F.    700,000       20.3%     $0.32   2/21/05
 Charles      150,000        4.4%     $0.16    5/3/05
Chief
 Executive
 Officer and
 Director


                                       17
<PAGE>




Terrence K.   700,000       20.3%     $0.32   2/21/05
 Picken       150,000        4.4%     $0.16    5/3/05
Executive
 Vice President
 and Director

Thomas S.     500,000        14.5%    $0.32   2/21/05
 Morsey       100,000         2.9%    $0.16    5/3/05
 President of
 Wholly-owned
 Subsidiary,
 Saratoga
 Business
 Development
 Corp
 and Director

Effective  October  1,  1999,   Saratoga  signed  Corporate  Officer  Employment
Agreements  (the  "Agreements")  with Patrick F. Charles and Terrence K. Picken.
All significant  provisions of the Agreements are identical.  The Agreements are
for a three year term and  provide  basic  salary of $150,000 in the first year,
$175,000 in the second year and $200,000 in the final year. The Agreements  also
provide for incentive  bonuses based on pre-tax  operating cash flow. A bonus of
5.0% will be paid on the first $250,000;  4.0% on the next $250,000; 3.0% on the
next $250,000; 2.0% on the next $250,000 and 1.0% on pre-tax operating cash flow
amounts over  $1,000,000.  The Agreements also provide that at the discretion of
the officer, monthly amounts over $10,000 or any amount not paid when due may be
paid in common shares of Saratoga based on the closing bid price at the time the
officer gives notice.  In the event  Saratoga  issues  restricted  common shares
under this provision, the officer is entitled to receive additional shares based
on a factor of up to a 40%  discount  of the  closing  bid price at the time the
officer gives notice.

For common stock issued in  non-monetary  transactions  involving  marketability
discounts  Saratoga's  policy  is to  account  for  marketability  discounts  in
accordance with guidelines provided by published empirical studies and financial
research on marketability discounts.

The Agreements provide that Patrick F. Charles and Terrence K. Picken may not be
terminated for any reason unless  Saratoga  offers in writing to purchase all of
their shares directly or  beneficially  owned at market price, as defined in the
Agreements;  pays in cash all amounts  owing to the officer and; pays in cash an
amount for a buy-out of the remainder of the Agreement at the rate of 50% of the
regular salary.

The  Agreements  also  require  Saratoga to provide and pay for  $1,000,000  and
$500,000  life  insurance  on the lives of Patrick F.  Charles  and  Terrence K.
Picken,  respectively,  to be paid to their estates. In addition, the Agreements
require Saratoga to provide death and disability  benefits to Patrick F. Charles
and Terrence K. Picken or their estates  equivalent to six (6) months pay at the
time of the death or disability.  Saratoga is also required to pay an automobile
allowance of $750 per month each plus automobile  operating  expenses.  Saratoga
has paid term life insurance  premiums for the benefit of Patrick F. Charles and
Terrence K. Picken in the annual amounts of $5,095 and $1,265 respectively.


                                       18
<PAGE>


In June  1999,  Saratoga  Telecom  Corp  entered  into a three  year  Employment
Agreement  with Thomas S. Morsey as part of the  Agreement for Sale and Purchase
of Telecom Business Assets between Saratoga Telecom Corp and Internet Interview,
Inc. The  Employment  Agreement  provides a base salary of $5,000 per month,  an
incentive  bonus to be determined  by the Board of  Directors,  stock options to
purchase up to 250,000  shares of the Company's  common stock at $.10 per share,
immediately  exercisable with a term of five (5) years and a $500 per month auto
allowance.  Mr.  Morsey,  in June,  1999,  received  Warrants  to purchase up to
500,000 shares of the Company's  common stock at $0.10 per share,  in connection
with Saratoga's acquisition of operational rights to develop an Internet telecom
technology  from  Internet  Interview,  Inc., of which Mr. Morsey was the former
President and minority stockholder. The Warrants are exercisable at any time and
expire June 15, 2004. None of the warrants have been exercised at this time.

Stock Options

During October 1998, Saratoga approved a Stock Option Plan ("the Plan"). A total
of 8,000,000  shares are available  for future  grants to  directors,  officers,
employees  and   consultants   who  are  in  a  position  to  make   significant
contributions to the success of Saratoga.

The exercise  price of each option will be  determined  by  Saratoga's  board of
directors, in its discretion, at the time of grant. The vesting period and the
expiration date shall not exceed ten years. No options granted,  to officers and
directors  under  the Plan  have been  exercised  as of the date of this  filing
except for options on 250,000  shares  exercised  in January,  2000 by Harold A.
Capozzi, one of Saratoga's non-employee directors..

Compensation of Directors

Beginning in fiscal year ended October 31, 1999, non-employee directors are paid
$300 per Board of Directors meeting.  The two outside directors were paid $1,800
each for the year ended  October 31,  2000.  In  February  2000 each was granted
options to purchase up to 200,000 shares of the Company's  common stock at $0.32
per share under  Saratoga's  Stock  Option Plan and in May 2000 each was granted
options to purchase up to 50,000 shares of the  Company's  common stock at $0.16
per share under  Saratoga's  Stock  Option Plan.  Such options were  exercisable
immediately  upon issue and expire  within five years from date of grant.  There
currently  are  no  standard   arrangements  whereby  Saratoga's  directors  are
compensated for committee participation or special assignments.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

This table describes the ownership of Saratoga's outstanding common stock by (i)
each of the Company's  Officers and Directors;  (ii) each person who is known by
Saratoga to own more than 5% of Saratoga's  outstanding  common stock; and (iii)
all of Saratoga's Officers and Directors as a group:

 Title of         Name of Beneficial            Amount and Nature      Percent
  Class             Owner                      of Beneficial Owner    of Class

Common            Patrick F Charles               6,233,262 (a)         8.97%
Stock             8756-122nd Avenue NE
                  Kirkland, WA 98033


                                       19
<PAGE>


Common            Terrence K. Picken              6,188,262 (b)         8.90%
Stock             8756-122nd Avenue NE
                  Kirkland, WA 98033

Common            Thomas S. Morsey                    5,000              .01%
Stock             2500 E Hallandale
                  Beach Blvd. Ste #210
                  Hallandale, FL 33009

Common            Samuel H. Eisenberg               200,000              .29%
Stock             6 Lake Street
                  Monroe, NY 10950

Common            Harold P. Capozzi                 262,500              .38%
Stock             595 Howe St. Ste #308
                  Vancouver BC V6C 2T5

Common            International Internet          5,000,000  (c)        7.20%
Stock             Petroleum & Tire
                  Distributors Corp
                  8756-122nd Avenue NE
                  Kirkland, WA 98033

Stock             All Officers and Directors     12,889,024            18.55%
                  as group (5 persons)

(a)   Includes  1,775,000 shares held by PDDE, LLC a State of Washington limited
      liability  company  formed in February 1998 of which Patrick F. Charles is
      Managing Member and owns controlling interest and 1,373,500 shares held by
      Coast Northwest  Management,  LLC a State of Washington  Limited Liability
      Company  formed  in  February  1998  of  which  Patrick  F.  Charles  is a
      co-Managing Member and owns a 50% interest.

(b)   Includes  2,250,000  shares held by United West  Holdings  LLC, a State of
      Washington  limited  liability  company  formed in February  1998 of which
      Terrence  K.  Picken is  Managing  Member and owns  controlling  interest,
      1,510,000  shares held by TKY Holdings LLC, a State of Washington  limited
      liability  company  formed in February 1998 of which Terrence K. Picken is
      Managing Member and owns controlling  interest,  and 1,473,500 shares held
      by Coast Northwest Management LLC, a State of Washington limited liability
      company  formed  in  February  1998  of  which  Terrence  K.  Picken  is a
      co-Managing Member and owns a 50% interest.

(c)   International  Internet Petroleum & Tire Distributors Corp. ("IIPT") was a
      wholly-owned  subsidiary of the Company which was formed in March 1999 and
      the shares of which were  distributed to the shareholders of Saratoga in a
      spin-off  transaction  effective  March 19,  1999.  Patrick F.  Charles is
      President,  CEO and a  Director  of IIPT and  beneficially  owns  24.7% of
      IIPT's  outstanding   common  stock.   Terrence  K.  Picken  is  Executive
      Vice-President  and Director of IIPT and beneficially owns 23.2% of IIPT's
      outstanding common stock.



                                       20
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Coast  Northwest  Inc.  provided   substantially  all  of  Saratoga's  corporate
administrative   services  since  inception  of  Saratoga's   development  stage
activities for which Saratoga paid to Coast Northwest Inc.  $96,373 and $162,500
for the years ended October 31, 1999 and 2000 respectively.  At October 31, 1999
and October 31, 2000 Saratoga owed an additional $1,127 and $10,100 respectively
to  Coast  Northwest  Inc.  for  administrative  support  services.   Saratoga's
President, Patrick F. Charles and Executive Vice-President,  Terrence K. Picken,
collectively own controlling interest in Coast Northwest Inc.



                                       21
<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) EXHIBITS

Exhibit
Number                                                        Description **
------                                                        --------------

     2*                               Agreement and Plan of Merger dated
                                      July 24, 1998 between Knightsbridge and
                                      Western Oil & Tire Distributors Inc.

     2.1*                             Share Exchange Agreement dated as of
                                      February 2, 2000 by and between Saratoga
                                      International Holdings Corp. and Virtual
                                      Media Group Inc.

     3.1*                             Articles of Incorporation, as amended
                                      for Parent Company, Saratoga
                                      International Holdings Corp.

     3.2*                             Articles of Incorporation, as amended
                                      for Subsidiary, Saratoga Telecom Corp.

     3.3*                             By-Laws for Parent Company, Saratoga
                                      International Holdings Corp.

     3.4*                             By-Laws for Subsidiary, Saratoga Telecom
                                      Corp.

     4*                               Specimen Stock Certificate

     5*                               $276,000 Note Purchase Agreement dated
                                      October 30, 1999

     10.1*                            Teleglobe Agreement dated August 18, 1999

     10.2*                            Agreement for Sale and Purchase of
                                      Telecom Business Assets dated June 15,
                                      1999 between Saratoga Telecom Corp. and
                                      Internet Interview Inc.

     10.3*                            Corporate Officer Employment Agreements
                                      with Patrick F. Charles and Terrence K.
                                      Picken, each dated October 1, 1999

     10.4*                            Warrant Agreement between Saratoga
                                      International holdings Corp. and Tom
                                      Morsey, President of Saratoga Telecom
                                      Corp. dated June 16, 1999

     10.5*                            Stock Option Plan

     21*                              Subsidiary of the Registrant

     27                               Financial Data Schedule



                                       E-1
<PAGE>



** Summaries of all Exhibits  contained within this  Registration  Statement are
modified in their entirety by reference to these Exhibits.

* Exhibits were previously filed.

(b) REPORTS ON FORM 8-K

On October 6, 2000, the registrant filed a Form 8-K reporting the acquisition of
Access World  Wireless  Services,  Inc. and Access World Telcom &  Technologies,
Inc.  effective  September  21, 2000.  Financial  statements  of these  acquired
companies have not been prepared or filed because of the  unavailability  of the
necessary  records.  These  companies are being  disposed of and the disposal is
reflected in the financial statements included in this Form 10-KSB.



<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  Saratoga  International  Holdings Corp has duly caused this annual
report on Form  10-KSB to be signed on its behalf by the  undersigned,  hereunto
duly authorized.

Dated:  February 13, 2001.

SARATOGA INTERNATIONAL HOLDINGS CORP.

By: /s/ Patrick F. Charles

------------------------------------------
Patrick. F. Charles
CEO, President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

Name                                  Title                            Date

-----------------------
 /s/ Patrick F. Charles       CEO, President and Director      February 13,2001


-----------------------
/s/ Terrence K. Picken        Executive Vice President         February 13, 2001
                              Principal Financial Officer
                              Principal Accounting Officer
                              and Director

-----------------------
                              Director                          February 13,2001


-----------------------
/s/ Harold Peter Capozzi      Director                          February 13,2001


-----------------------
/s/Thomas S. Morsey           Director                          February 13,2001


<PAGE>