Item 5. Market for Common Equity and Related Stockholder Matters
The Company's common stock is currently traded on the OTC Electronic
Bulletin Board under the symbol "SGXK". Trading in the Company's common stock is
sporadic. The following table sets forth the high and low bid price per share
for the Company's common stock for each quarterly period during the last two
fiscal years:
High Low
------ -----
2001 - Quarter ended December 31 $1.01 $0.11
Quarter ended September 30 $0.75 $0.17
Quarter ended June 30 $0.9375 $0.06
Quarter ended March 31 $0.9375 $0.0312
2000 - Quarter ended December 31 $0.31 $0.31
Quarter ended September 30 $0.15 $0.15
Quarter ended June 30 $0.15 $0.15
Quarter ended March 31 $0.375 $0.375
At April 1, 2002, the closing bid price of the Common Stock was $ 0.10.
The quotations reflect inter-dealer prices without retail mark-up or mark-down
and may not represent actual transactions.
As of April 1, 2002, there were approximately 1,359 holders of record
of the Common Stock of the Company.
5
The Company has never declared or paid any cash dividend on its Common
Stock and does not expect to declare or pay any such dividend in the foreseeable
future.
Item 6. Management's Discussion and Analysis or Plan of Operation
Saratoga Holdings reported no revenues during the year ended December
31, 2001 as compared to $15,000 during the year ended December 31, 2000. The
decrease in revenues is attributed to the Company's lack of an investment
portfolio during 2001.
Operating expenses totaled $197,000 during 2001 as compared to $84,000
during 2000.
During 2001, the Company reported no other income, other expense of
$5,000 and interest expense of $11,000 as compared to other income of $17,000,
no other expense and interest expense of $5,000 during 2000.
As of December 31, 2001, Saratoga Holdings has no charge-offs under its
ownership or control and has no unpaid balances.
Saratoga Holdings may purchase additional receivables from other
sellers which include the following:
o the 50 largest banks in the United States;
o other credit agencies and lenders; and
o large wholesalers of accounts receivable that purchase receivables from
lenders.
Saratoga Holdings uses several criteria to select accounts for purchase
in an effort to determine the overall collectibility of the accounts. These
criteria include age, collection experience, and the demographics of the
package. Saratoga Holdings looks for portfolios that are predominately comprised
of accounts with the following characteristics:
o they are less than three years in default;
o they previously have not been placed with a collection agency; and
o they represent debts originating in states whose populations generally have
higher personal incomes and less restrictive debt collection laws.
Information about portfolios for sale is available from various
sources, including a daily publication titled the Debt Sales Bulletin which is
published by Faulkner & Gray. Based upon its review of this report and other
research, Saratoga Holdings believes that it would take seven to ten days to
locate a suitable portfolio and to close on the purchase of that new portfolio.
Liquidity
Because Saratoga Holdings has limited cash, its independent accountants
believe there is substantial doubt about its ability to continue as a going
concern. A related entity, Saratoga Resources, Inc., a Texas corporation, has
provided a revolving line of credit to Saratoga Holdings up to a maximum of
$80,000 at an interest rate of 10% per year to cover legal, accounting and
reporting expenses for the first 18 months of operations. The terms of the line
of credit are set forth in a note dated effective November 12, 1998. If Saratoga
Holdings is not able to pay the lender, the lender may treat the debt as a
capital contribution.
6
As of the date of this filing, Saratoga Holdings has borrowed $80,000
on the revolving line of credit. Saratoga Holdings intends to repay the line of
credit pursuant to the terms of the note which became due and payable in 2001.
Saratoga Texas extended this line of credit for a period of twenty-four months
as stated in Item 7.
Saratoga Holdings hopes that eventually it will be able to support some
of its operations through the collection of accounts receivable. Saratoga
Holdings may attempt to borrow money to use toward the purchase of additional
receivables or to enter into a joint venture. Saratoga Holdings would offer the
accounts receivable purchased with the proceeds of the loan as collateral for
the loan.
Item 7. Related Party Transactions
The Company currently has limited expenses other than legal, accounting
and commission which the Company intends to pay with future investments in past
due accounts receivable, as more fully described in these notes. As mentioned in
Item 6, the Company has a revolving loan from a Saratoga Texas up to $80,000
during its first 18 months of operations.
In the year 2000, the Company entered into an additional agreement to
pay $5,000 per month to Saratoga Texas to manage its necessary day-to-day
operations. This agreement provided for interest at the rate of 10% per annum
and is documented in the Board of Director's minutes dated January 1, 2000. On
January 1, 2001, the Company approved an agreement, for a period twenty-four
months, under the same terms as the agreement in 2000 with the exception that
executive compensation was deleted. This agreement provides for secretarial
salaries, office space, telephone service, office equipment and office supplies
necessary for the day-to-day operations.
Executive compensation was addressed separately in a consulting
agreement dated May 16, 2001 and approved by the Board of Directors and between
the Company and Thomas F. Cooke. The Company agreed to pay Mr. Cooke $10,000 per
month for consulting services for a period of not less than twenty-four months,
beginning January 1, 2001 that shall include the day to day administration of
the Company's business, the pursuit of new opportunities for the Company and to
identify, evaluate and consummate a merger and/or acquisition. The agreement
allows Mr. Cooke to convert, at his discretion, any unpaid balance due to common
stock of the Company at a fair market price for the stock at the time of the
conversion. Fair market value will be determined by a qualified, independent
third party.
Item 8. Financial Statements
The financial statements of the Company, together with the independent
accountants report thereon appears herein. See Index to Financial Statements on
page 8 of this report.
7
INDEX TO FINANCIAL STATEMENTS
Page
------
Report of Independent Auditors..............................................9
Audited Financial Statements
Balance Sheet.....................................................10
Statement of Operations...........................................11
Statement of Changes in Stockholder's Equity......................12
Statement of Cash Flows...........................................13
Notes to Financial Statements..................................14-17
8
FASKE LAY & CO., L.L.P.
Certified Public Accountants and Business Advisors
3508 Far West Boulevard, Suite 300 M. Howard Faske, CPA
P.O. Box 26525 Larry W. Lay, CPA
Austin, TX 78755 Benton E. Ryon, P.C.
(512) 346-9623 Richard R. Singhaus, P.C.
(888) 346-9623 toll-free Joseph G. Jistel, CPA
FAX (512) 346-8109 Harold F. Ingersoll, P.C.
Report of Independent Accountants
Stockholders
Saratoga Holdings I, Inc.
We have audited the accompanying balance sheets of Saratoga Holdings I,
Inc. as of December 31, 2001 and 2000, and the related statements of operations,
changes in stockholders' equity and cash flows for the years then ended. 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 audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 financial statements referred to above present fairly,
in all material respects, the financial position of Saratoga Holdings I, Inc. as
of December 31, 2001 and 2000, and the results of operations and cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has limited cash, working capital and
available sources of financing, raising substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
FASKE LAY & CO., L.L.P.
Austin, Texas
9
SARATOGA HOLDINGS I, INC.
BALANCE SHEET
DECEMBER 31,
(in thousands, except per share amounts)
2001 2000
Assets
Current assets:
Cash $ 1 $ -
Investment in past due accounts receivable - -
Organization costs, net of accumulated amortization 7 11
----------- -------------
$ 8 $ 11
=========== =============
Total assets
Liabilities and Stockholders' Equity
Liabilities
Accrued expenses $ 24 $ 7
Accounts payable 22 22
Note payable 273 80
----------- -------------
Total liabilities 319 109
----------- -------------
Preferred stock, par value $.001; 100,000 shares
authorized; none outstanding - -
Common stock, par value $.001; 100,000,000 shares
authorized 3,791,667 shares issued and outstanding 4 4
Additional paid-in capital 13 13
Retained earnings (328) (115)
----------- -------------
Stockholders' Equity (311) (98)
----------- -------------
-------------
Total liabilities and stockholder's equity $ 8 $ 11
=========== =============
See accompanying notes
SARATOGA HOLDINGS I, INC.
STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Year Ended December 31,
2001 2000
--------------- -----------------
Net sales $ - $ 15
Cost of sales - -
--------------- -----------------
Gross profit - 15
Costs and expenses
General and administrative 191 68
Selling and marketing - -
Development 2 12
Depreciation and amortization 4 4
--------------- -----------------
Total costs and expenses 197 84
--------------- -----------------
Income (loss) from operations (197) (69)
--------------- -----------------
Other income (expenses)
Interest income - -
Other income - 17
Interest expense (11) (5)
Other expense (5) -
--------------- -----------------
Other income (expense), net (16) 12
--------------- -----------------
Net income (loss) $ (213) $ (57)
=============== =================
Net income (loss) per share $ (0.06) $ (0.01)
=============== =================
Weighted average shares outstanding 3,791,667 3,791,667
=============== =================
See accompanying notes
SARATOGA HOLDINGS I, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(in thousands)
Additional Total
Number Common Paid-In Accumulated Stockholders'
of Shares Stock Capital Deficit Equity (Deficit)
------------ ------------ -------------- ----------------- -------------------
Balance at December 31, 1999 3,767 $ 4 $ 7 $ (58) $ (47)
Sale of Stock 25 - 6 6
-
Net loss - - - (57) (57)
------------ ------------ -------------- ----------------- -------------------
Balance at December 31, 2000 3,792 4 13 (115) (98)
Sale of Stock - - - - -
Net loss - - - (213) (213)
------------ ------------ -------------- ----------------- -------------------
Balance at December 31, 2001 3,792 $ 4 $ 13 $ (328) $ (311)
============ ============ ============== ================= ===================
See accompanying notes
SARATOGA HOLDINGS I, INC.
STATEMENT OF CASH FLOWS
Period from January 1, 2000 to December 31, 2001
(in thousands)
For the Years Ended December 31,
2001 2000
------------------ -------------------
Cash flows from operating activities: $ (213) $ (57)
Net loss
Adjustments to reconcile net loss to net cash used
for operating activities:
Amortization 4 4
Changes in assets and liabilities
Past due accounts receivable collections - 4
Accounts payable - (3)
Accrued liabilities 17 5
Organization costs - -
------------------ ---------------
Net cash used for operating activities (192) (47)
------------------ ---------------
Cash flows from financing activities:
Issuance of common stock - 6
Proceeds from note payable 193 41
------------------ ---------------
Net cash provided by financing activities 193 47
------------------ ---------------
Increase (decrease) in cash and cash equivalents 1 -
Cash and cash equivalents at beginning of year - -
------------------ ---------------
Cash and cash equivalents at end of year $ 1 $ -
================== ===============
Supplemental cash flow disclosures:
Cash paid for interest $ - $ -
Cash paid for income taxes $ - $ -
See accompanying notes
SARATOGA HOLDINGS I, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
1. Organization and Nature of Operations
Saratoga Holdings I, Inc. ("the Company"), a Texas corporation, is a
spin-off of Saratoga Resources, Inc., a Delaware Corporation ("Saratoga
Delaware"). As of December 31, 2001, Saratoga Holdings has had no charge-offs
under its ownership or control. Saratoga Holdings is in the business of
purchasing portfolios of accounts receivable at a discount and of collecting
receivables or reselling them in the same or in differently configured
portfolios.
The Company was incorporated on October 29, 1998, and on November 12, 1998,
Saratoga Delaware, the former parent company of Saratoga Holdings, purchased
3,766,667 shares of Saratoga Holdings' common stock for $11,300. Saratoga
Delaware registered 3,465,292 of those shares with the Securities and Exchange
Commission and distributed them to the stockholders of Saratoga Delaware in the
form of a dividend, except for 7,366 of those shares for which the parent
company paid cash dividends of $0.003 per share, or $22.10, due to registration
restrictions of the states in which those shares are held. Saratoga Resources,
Inc., a new Texas Corporation (Saratoga Texas), owns 308,741 shares of Saratoga
Holdings.
2. Summary of Significant Accounting Policies
Going Concern
The Company's financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. However, the Company had no operating activities
prior to November 12, 1998 and has limited cash, working capital and available
sources of financing at December 31, 2001, raising substantial doubt about the
entity's ability to continue as a going concern.
Use of Estimates
The preparation of the Company's financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
10
SARATOGA HOLDINGS I, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
Comprehensive Income
During 1997, the Financial Accounting Standards Board issued Statement No.
130, Reporting Comprehensive Income ("Statement 130"), which establishes
standards for reporting comprehensive income and its components in a full set of
financial statements. The adoption of Statement No. 130 did not have an affect
on the Company's financial statements as the Company has no elements of
comprehensive income.
Stock-Based Compensation
The Company has adopted Statement of Financial Accounting Standards (SFAS)
No. 123, Accounting for Stock-Based Compensation, which prescribes accounting
and reporting standards for all stock-based compensation plans, including
employee stock options. As allowed by Statement No. 123, the Company has elected
to account for its employee stock-based compensation in accordance with
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB 25).
Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. This
statement prescribes the use of the liability method whereby deferred tax asset
and liability account balances are determined based on differences between
financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.
As of December 31, 2001 and 2000, the Company did not have any temporary
differences. Accordingly, there are no deferred tax assets or liabilities
recorded.
3. Investment in Past Due Accounts Receivable
On November 12, 1998, Saratoga Holdings acquired a portfolio of past due
accounts receivable for approximately $10,300 and recorded it as cost. These
receivables represent amounts previously due to various major retail businesses
arising from the sale of various consumer products and are considered a
concentration of credit risk due to their past-due nature. As of December 31,
2001, the Company has fully collected the cost of the investment mentioned
above, and intends to invest in other receivables in the future.
4. Preferred Stock
Saratoga Holdings may issue preferred stock in one or more series which
will have such designations, preferences, limitations and relative rights as
authorized by the Board of Directors.
11
SARATOGA HOLDINGS I, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
5. Stock Options
On November 12, 1998, Saratoga Holdings had issued an option to a then
officer of the Company to acquire 25,000 shares of its common stock at $0.50 per
share which expired in November 11, 2001. As part of a litigation settlement
between the Company and its former officer, Randall Johnson, this option was
voided. See Note 7.
On May 3, 2000, Saratoga Holdings issued warrant agreements for the
purchase of 25,000 shares of its common stock at $0.25 per share each to the
advisory board members, James F. O'Donnell, Kenneth D. Taylor, and Bryan Spiers.
On May 17, 2000, James F. O'Donnell exercised his rights to purchase 25,000
shares and was issued common stock in exchange for his payment to Saratoga of
$6,250. The remaining warrants issued to the board members mentioned expired on
May 3, 2001.
The Company has elected to account for its employee stock options under APB
25 and related interpretations. Under APB 25, because the exercise price of the
Company's common stock options is greater than the estimated market price of the
underlying stock on the date of grant, no compensation expense is recognized.
Pro forma information regarding net income and income per share is required
by Statement of Financial Accounting Standards Board No. 123, Accounting for
Stock-Based Compensation ("SFAS No. 123"), which requires that the information
be determined as if the Company has accounted for its employee stock options
under the fair value method prescribed by SFAS No. 123. The fair value of these
options was estimated at the date of grant using a minimum value option pricing
model with the following weighted-average assumptions for 2001 and 2000: a
risk-free interest rate of approximately 6%; a dividend yield of 0% and a
weighted-average expected life of three years.
The minimum value option valuation model results in an option value similar
to the option value that would result from using the Black-Scholes option
valuation model with a near zero volatility.
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma compensation expense for 2001 and 2000 was not material.
12
SARATOGA HOLDINGS I, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 1999
6. Related Party Transactions
The Company currently has limited expenses other than legal, accounting and
commission which the Company intends to pay with future investments in past due
accounts receivable, as more fully described in these notes. The Company had a
revolving loan from Saratoga Texas to cover legal, accounting, and reporting
expenses up to $80,000 during its first 18 months of operations. The loan had an
interest rate of 10% and was subject to repayment if the Company had become
profitable.
In the year 2000, the Company entered into an additional agreement to pay
$5,000 per month to Saratoga Texas to manage its necessary day to day operations
which provided for interest at the rate of 10% per annum and is documented in
the Board of Director's minutes dated January 1, 2000. On January 1, 2001 the
Company approved an agreement, for a period twenty-four months, under the same
terms as the agreement in 2000 with the exception that executive compensation
was deleted. This agreement provides for secretarial salaries, office space,
telephone service, office equipment and office supplies necessary for the day to
day operations.
Executive compensation was addressed separately in a consulting agreement
dated May 16, 2001 and approved by the Board of Directors and between the
Company and Thomas F. Cooke. The Company agreed to pay Mr. Cooke $10,000 per
month for consulting services for a period of not less than twenty-four months,
beginning January 1, 2001 that shall include the day to day administration of
the Company's business, the pursuit of new opportunities for the Company and to
identify, evaluate and consummate a merger and/or acquisition.
The agreement allows Mr. Cooke to convert, at his discretion, any unpaid
balance due to common stock of the Company at a fair market price for the stock
at the time of the conversion. Fair market value will be determined by a
qualified, independent third party. Mr. Cooke agreed to defer any and all
payment under the agreement until the Company has the financial resources to
fulfill its obligation or at the time Mr. Cooke elects to convert to common
stock. Until that time, the Company agreed that any and all obligations accrued
under the agreement shall bear interest of 10% per annum.
The Company is dependent on Thomas F. Cooke for his time and consultation
as well as his financial support. In addition, the company is dependent on
Saratoga Texas and the continued line of credit that has been extended to the
Company. Mr. Cooke is the Chairman, CEO, and the majority Shareholder of
Saratoga Texas.
7. Litigation
In August 2000, the Company settled its suit alleging fraud and breach of
fiduciary duty, and released any and all claims against the defendants, in the
200th Judicial District Court of Travis County , Texas, in Cause No. GN-000642
Saratoga Holdings I, Inc. et al vs. Randall B. Johnson et al.
13
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
On March 23, 2000, the Company dismissed Ernst & Young LLP as the
Company's principal independent accountants.
Ernst & Young's reports on the financial statements of the Company for
the years ended December 31, 1997 and 1998 did not contain an adverse opinion or
disclaimer and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.
During the two most recent fiscal years prior to their dismissal and
any subsequent interim period preceeding their dismissal, there were no
disagreements with Ernst & Young on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s) if not resolved to the satisfaction of Ernst & Young, would have
caused Ernst & Young to make reference to the subject matter of the
disagreement(s) in connection with its reports.
During the two most recent years prior to the dismissal and any
subsequent interim period preceeding the dismissal of Ernst & Young, there have
been no reportable events of the type required to be disclosed by Item
304(a)(1)(v) of Regulation S-K.
The foregoing disclosure was reported on Form 8-K dated March 23, 2000:
On May 17, 2000 the Company engaged Faske Lay & Co., L.L.P. as its
principal independent accountants. Prior to engagement of Faske Lay, the Company
did not consult with such firm regarding the application of accounting
principles to a specific completed or contemplated transaction, or any matter
that was either the subject to a disagreement or a reportable event. We also did
not consult with Faske Lay regarding the type of audit opinion which might be
rendered on our financial statements and no oral or written report was provided
by Faske Lay.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
The directors and executive officers of Saratoga Holdings and their
respective ages and positions are as follows:
Name Age Position
------- ------- -----------------
Thomas F. Cooke 53 Chief Executive Officer, President,
Secretary and Director
Sandra G. Smith 53 Assistant Secretary
Thomas F. Cooke is the sole director, chief executive officer, the
president and the secretary of Saratoga Holdings. Other than the office of
president, Mr. Cooke has held these positions with Saratoga Holdings since its
formation on October 29, 1998; Mr. Cooke was elected to the office of president
on May 1, 2000. Mr. Cooke was one of the co-founders of the Company's parent,
Saratoga Resources, in 1990. Mr. Cooke has served as a Director and Chairman of
the board of the parent since September of 1993, and as chief executive officer
since April 1996 until Saratoga was spun off from the parent in August of 1999.
Mr. Cooke is currently Chairman and Chief Executive Officer of Saratoga
Resources Inc. a Texas Corporation and has held that position since April 1996.
Mr. Cooke also served as chief operating officer of the former parent from 1993
to 1996. Mr. Cooke's employment by the parent was on a full-time basis prior to
the formation of Saratoga Holdings. Mr. Cooke now divides his time between
Saratoga Resources, Inc, a Texas Corporation and Saratoga Holdings.
14
Sandra G. Smith is the Assistant Secretary and Office Manager for Saratoga
Holdings. Mrs. Smith was elected Assistant Secretary to Saratoga Holdings and
Saratoga-Texas on July 30, 1999. As stated above, Mrs. Smith serves as Office
Manager; Mrs. Smith has held that position since October 29, 1998. Prior to
this, Mrs. Smith was employed by Saratoga-Delaware.
Each officer holds office for a term expiring at the next annual meeting of
shareholders and upon the election and qualification of his successor. Officers
serve at the pleasure of the board of directors of Saratoga Holdings.
Item 11. Executive Compensation
Saratoga Holdings has paid no remuneration to its director or officers
and does not anticipate the payment of remuneration.
Item 12. Securities Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial
ownership of the common stock of Saratoga Holdings as adjusted to reflect the
distribution of the dividend shares by the following: (1) each director of
Saratoga Holdings, (2) each named executive officer of Saratoga Holdings, (3)
each person known or believed to own beneficially 5% or more of the common
stock, and (4) all directors and executive officers as a group.
Unless otherwise indicated, each person will have sole voting and
dispositive power with respect to his or her shares. Shares of common stock that
are not outstanding but that can be acquired by a person within 60 days upon
exercise of an option or similar right are included in the number of shares
beneficially owned and in computing the percentage for such person but are not
included in the number of shares beneficially owned and in computing the
percentage for any other person. Saratoga Holdings has 3,791,667 shares
outstanding.
Name and address
of Beneficial Owner Number of Shares Percent Beneficially Owned
------------------- ----------------- --------------------------
Thomas F. Cooke 2,679,163 (1) 71.1%
2304 Hancock Drive, Suite 5
Austin, Texas 78756
Sandra Smith 238,295 (2) 6.3%
2000 Dairy Ashford, Suite 410
Houston, Texas 77077
Kevin M. Smith 238,295 (3) 6.3%
2000 Dairy Ashford, Suite 410
Houston, Texas 77077
Saratoga Resources, Inc. 458,741 (4) 12.2%
2304 Hancock Drive, Suite 5
Austin, Texas 78701
All Officers and Directors 2,917,458 77.5%
as a Group (2 persons)
-----------------
15
(1) Shares held by Mr. Cooke include 109,148 shares of common stock
beneficially owned by June Cooke, the spouse of Mr. Cooke, and 308,741
shares owned by Saratoga Resources, Inc., a Texas ("Saratoga Texas")
corporation, a company controlled by Mr. Cooke, and 150,000 shares held by
wholly owned subsidiaries of Saratoga-Texas.
(2) Shares held by Mrs. Smith include 218,295 shares of common stock
beneficially owned by Kevin Smith, the spouse of Mrs. Smith.
(3) Shares held by Mr. Smith include 20,000 shares of common stock beneficially
owned by Sandra Smith, the spouse of Mr. Smith. Mr. Smith is a director of
the parent but not of Saratoga Holdings.
(4) Shares owned by Saratoga Texas include 150,000 shares held by its wholly
owned subsidiaries.
Item 13. Certain Relationships and Related Transactions
Mr. Cooke may be considered to be a promoter of Saratoga Holdings for
purposes of securities laws.
Saratoga Holdings is a former wholly owned subsidiary of Saratoga
Resources, Inc., a Delaware corporation ("Saratoga-Delaware") which was spun
off. Mr. Thomas Cooke, the chief executive officer, president, secretary and
sole director of Saratoga Holdings was (prior to the spin off and related merger
of the Saratoga-Delaware) also the president and holder of a majority of the
shares of the former parent. Saratoga-Delaware purchased 3,766,667 shares of
Saratoga Holdings on or about November 12, 1998 at a price of $0.003 per share
and distributed 3,465,292 shares to its shareholders. Saratoga-Texas. and its
subsidiary, Lobo Energy, Inc. own 458,741 shares of Saratoga Holdings I, Inc.
PART IV
Item 14. Exhibits and Reports on Form 8-K
(a) Exhibits
Number Description
-------- -------------
3.1 Articles of Incorporation of the Company (1)
3.2 Bylaws of Company (1)
------------
(1) Incorporated by reference to the Company's original registration statement
on Form SB-2, filed with the Securities Exchange Commission on December 1,
1998, File No. 333-68213.
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter ended
December 31, 2001.
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SARATOGA HOLDINGS I, INC.
By: /s/ Thomas Cooke
-----------------------------------
April 5, 2002
Thomas Cooke
Chief Executive Officer
and Sole Director (Principal
Accounting and Financial Officer)
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