U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB
(Mark One)

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 2003
                                        ------------------

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

         For the transition period from __________________ to __________________

                         Commission File Number: 0-30621
                                                 -------

                            Cactus New Media I, Inc.
                            ------------------------
        (Exact name of Small Business Issuer as specified in its Charter)

             Delaware                                   65-0907798
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                   437 41st Street, Miami Beach, Florida 33140
                   -------------------------------------------
                    (Address of principal executive offices)

                                 (305) 672-9200
                                 --------------
                           (Issuer's telephone number)

         ---------------------------------------------------------------
         (Former Name, former address and former fiscal year, if changed
                               since last Report.)

         Check mark whether the Issuer (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [X]   No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 1,507,500 Common Stock as
of November 5, 2003.

         Transitional Small Business Disclosure Form.  Yes [ ]  No [X]



<PAGE>
<TABLE>
<CAPTION>
                                             INDEX
                                                                                        Page
                                                                                        ----
<S>                                                                                       <C>
PART I.  FINANCIAL INFORMATION                                                            3
-------  ---------------------

Item 1.  Condensed Financial Statements (unaudited)                                       3

         Balance Sheets                                                                   3

         Statements of Operations                                                         4

         Statements of Stockholders' Equity                                               5

         Statements of Cash Flows                                                         6

         Notes to Condensed Financial Statements                                          7

Item 2.  Management's Discussion and Analysis and Plan of Operations                      10

Item 3.  Controls and Procedures                                                          12


PART II. OTHER INFORMATION                                                                13
-------- -----------------

Item 1.  Legal Proceedings                                                                13

Item 2.  Changes in Securities and Use of Proceeds                                        13

Item 3.  Defaults Upon Senior Securities                                                  13

Item 4.  Submission of Matters to a Vote of Security Holders                              13

Item 5.  Other Information                                                                13

Item 6.  Exhibits and Reports on Form 8-K                                                 13
</TABLE>


























                                       2

<PAGE>
PART I.  FINANCIAL INFORMATION
-------  ---------------------

Item 1.  Financial Statements
<TABLE>
<CAPTION>
                                             Cactus New Media I, Inc.
                                         (A Development Stage Enterprise)
                                                   Balance Sheet




                                                                               September 30,        December 31,
                                                                                   2003                2002
                                                                            ------------------  -------------------
                                                                               (unaudited)
<S>                                                                         <C>                 <C>
                                   ASSETS
CURRENT ASSETS
  Cash                                                                      $              101  $               101
  Accounts receivable                                                                      600                    0
                                                                            ------------------  -------------------

          Total current assets                                                             701                  101
                                                                            ------------------  -------------------

Total Assets                                                                $              701  $               101
                                                                            ==================  ===================

                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable
    Accrued liabilities, $44,996 and $33,606 to related parties             $          166,010  $           151,720
          Total current liabilities                                                    166,010              151,720
                                                                            ------------------  -------------------

Total Liabilities                                                                      166,010              151,720
                                                                            ------------------  -------------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $0.0001 par value, authorized 10,000,000 shares;
      0 issued and outstanding                                                               0                    0
  Common stock, $0.0001 par value, authorized 200,000,000 shares;
      150,750,000 issued and outstanding                                                15,075               15,075
  Additional paid-in capital                                                            13,425               13,425
  Deficit accumulated during the development stage                                    (193,809)            (180,119)
                                                                            ------------------  -------------------

          Total stockholders' equity (deficit)                                        (165,309)            (151,619)
                                                                            ------------------  -------------------

Total Liabilities and Stockholders' Equity (Deficit)                        $              701  $               101
                                                                            ==================  ===================
</TABLE>
















     The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                             Cactus New Media I, Inc.
                                         (A Development Stage Enterprise)
                                             Statements of Operations
                                                    (Unaudited)



                                                                                                                From
                                                      Three Months Ended          Nine Months Ended        March 29, 1999
                                                        September 30,               September 30,            (Inception)
                                                  --------------------------  ---------------------------      through
                                                                                                              September
                                                       2003          2002         2003           2002         30, 2003
                                                  -------------  -----------  ------------  -------------  ---------------
<S>                                               <C>            <C>          <C>           <C>            <C>
REVENUES                                          $         300  $       200  $        900  $       2,200  $        36,810
                                                  -------------  -----------  ------------  -------------  ---------------

OPERATING EXPENSES:
   Consulting                                                              0                            0            1,100
   Contract labor                                                          0                            0            1,018
   Interest to a related party                              300          300           900            900            5,300
   Internet services                                          0          200           600            700           32,092
   Licenses and taxes                                         0            0             0              0            1,076
   Management fee to related party                        3,000        3,000         9,000          9,000           53,000
   Office expenses                                            0           26             0             31              843
   Professional fees                                        500        4,803         4,000         16,444          135,660
   Rent to a related party                                   30           30            90             90              530
                                                  -------------  -----------  ------------  -------------  ---------------

          Total expenses                                  3,830        8,359        14,590         27,165          230,619
                                                  -------------  -----------  ------------  -------------  ---------------

Net income (loss)                                 $      (3,530) $    (8,159) $    (13,690) $     (24,965) $      (193,809)
                                                  =============  ===========  ============  =============  ===============

Income (loss) per weighted average common
share                                             $       (0.01) $     (0.01) $      (0.01) $       (0.01)
                                                  =============  ===========  ============  =============

Number of weighted average common shares
outstanding                                         150,750,000  150,750,000   150,750,000    150,750,000
                                                  ============= ============ =============  =============
</TABLE>


















     The accompanying notes are an integral part of the financial statements

                                       4
<PAGE>
<TABLE>
<CAPTION>
                                             Cactus New Media I, Inc.
                                         (A Development Stage Enterprise)
                                   Statements of Stockholders' Equity (Deficit)




                                                                                                     Deficit
                                                                                                   Accumulated       Total
                                                                       Additional      Note        During the     Stockholders'
                                              Number of     Common      Paid-In     Receivable     Development        Equity
                                                Shares      Stock       Capital     Stockholder       Stage         (Deficit)
                                            -------------  ----------  ----------  --------------  -------------  -------------
<S>                                         <C>            <C>         <C>         <C>             <C>            <C>
BEGINNING BALANCE, March 29, 1999                       0  $        0  $        0  $            0  $           0  $           0

Shares issued to founders                     135,000,000      13,500     (13,500)              0              0              0
Sale of stock for cash                          4,740,000         474       7,426               0              0          7,900
Shares issued for note receivable              10,260,000       1,026      16,074         (17,100)             0              0

Net loss                                                0           0           0               0        (11,839)       (11,839)
                                            -------------  ----------  ----------  --------------  -------------  -------------

BALANCE, December 31, 1999                    150,000,000      15,000      10,000         (17,100)       (11,839)        (3,939)

Collection of note receivable                           0           0           0          17,100              0         17,100
Shares issued for services                        750,000          75       2,425               0              0          2,500
Net loss                                                0           0           0               0        (31,995)       (31,995)
                                            -------------  ----------  ----------  --------------  -------------  -------------

BALANCE, December 31, 2000                    150,750,000      15,075      12,425               0        (43,834)       (16,334)

Warrants issued to transfer agent                       0           0       1,000               0              0          1,000
Net loss                                                0           0           0               0       (107,990)      (107,990)
                                            -------------  ----------  ----------  --------------  -------------  -------------

BALANCE, December 31, 2001                    150,750,000      15,075      13,425               0       (151,824)      (123,324)

Net loss                                                0           0           0               0        (28,295)       (28,295)
                                            -------------  ----------  ----------  --------------  -------------  -------------

BALANCE, December 31, 2002                    150,750,000      15,075      13,425               0       (180,119)      (151,619)

Net loss                                                0           0           0               0        (13,690)       (13,690)
                                            -------------  ----------  ----------  --------------  -------------  -------------

ENDING BALANCE, September 30, 2003
(unaudited)                                   150,750,000  $   15,075  $   13,425  $            0  $    (193,809) $    (165,309)
                                            =============  ==========  ==========  ==============  =============  =============
</TABLE>













     The accompanying notes are an integral part of the financial statements

                                       5

<PAGE>
<TABLE>
<CAPTION>
                                            Cactus New Media I, Inc.
                                         (A Development Stage Enterprise)
                                             Statements of Cash Flows
                                                    (Unaudited)




                                                                                                       From
                                                                     Nine Months Ended            March 29, 1999
                                                                       September 30,                (Inception)
                                                              --------------------------------        through
                                                                   2003             2002        September 30, 2003
                                                              ---------------  ---------------  -------------------
<S>                                                           <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                      $       (13,690) $       (24,965) $          (193,809)
Adjustments to reconcile net loss to net cash used by
operating activities:
        Stock and warrants issued for services                              0                0                3,500
Changes in operating assets and liabilities
        (Increase) decrease in accounts receivable                       (600)               0                 (600)
        Increase (decrease) in accrued liabilities                     14,290           24,388              166,010
                                                              ---------------  ---------------  -------------------

Net cash used by operating activities                                       0             (577)             (24,899)
                                                              ---------------  ---------------  -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                      0                0               25,000
                                                              ---------------  ---------------  -------------------

Net cash provided by financing activities                                   0                0               25,000
                                                              ---------------  ---------------  -------------------

Net increase (decrease) in cash                                             0             (577)                 101
                                                              ---------------  ---------------  -------------------

CASH, beginning of period                                                 101              678                    0
                                                              ---------------  ---------------  -------------------

CASH, end of period                                           $           101  $           101  $               101
                                                              ===============  ===============  ===================
</TABLE>



















     The accompanying notes are an integral part of the financial statements

                                       6
<PAGE>
                            Cactus New Media I, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                (Information with regard to the nine months ended
                   September 30, 2003 and 2002 is unaudited)

(1) Summary of Significant Accounting Policies

         Cactus New Media I, Inc. (the Company) was incorporated on March 29,
         1999, under the laws of the State of Delaware. The Company's business
         activities to date have primarily consisted of the formation of a
         business plan for internet link exchanges in connection with internet
         banner advertising and implementation thereof. The Company is active in
         internet entertainment services through the registration of internet
         domains with InterNIC. In addition, the Company also engages in the
         development of proprietary software and services designed to support
         and facilitate its internet services.

         The Company is a United States public company and is eligible for
         trading on the Over-the-Counter Bulletin Board, (OTC:BB), although
         limited shares have been traded. The Company is available as a public
         shell to be acquired or to merge with another entity. The Company is
         considered to be in the development stage, and the accompanying
         financial statements represent those of a development stage company.

         The following summarize the more significant accounting and reporting
         policies and practices of the Company:

         a) Use of estimates. The financial statements have been prepared in
         conformity with generally accepted accounting principles. In preparing
         the financial statements, management is required to make estimates and
         assumptions that affect the reported amounts of assets and liabilities
         as of the date of the statements of financial condition and revenues
         and expenses for the year then ended. Actual results may differ
         significantly from those estimates.

         b) Start-Up costs. Costs of start-up activities, including organization
         costs, are expensed as incurred, in accordance with Statement of
         Position (SOP) 98-5.

         c) Net loss per share. Basic loss per weighted average common share
         excludes dilution and is computed by dividing the net loss by the
         weighted average number of common shares outstanding during the period.
         The Company applies Statement of Financial Accounting Standards No.
         128, "Earnings Per Share" (FAS 128).

         d) Fair value of financial instruments. The carrying values of cash and
         accrued liabilities approximate their fair values due to the short
         maturity of these instruments.

         e) Income taxes. The Company accounts for income taxes according to
         Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting
         for Income Taxes". Under the liability method specified by SFAS No.
         109, deferred income taxes are recognized for the future tax
         consequences of temporary differences between the financial statement
         carrying amounts and tax bases of assets and liabilities.

         f) Interim financial information. The financial statements for the nine
         months ended September 30, 2003 and 2002, are unaudited and include all
         adjustments which in the opinion of management are necessary for fair
         presentation, and such adjustments are of a normal and recurring
         nature. The results for the nine months are not indicative of a full
         year results.


                                       7
<PAGE>
                            Cactus New Media I, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                (Information with regard to the nine months ended
                   September 30, 2003 and 2002 is unaudited)

(2) Stockholders' Equity

         The Company has the authority to issue 10,000,000 shares of preferred
         stock, par value $0.0001 per share, which may be divided into series
         and with the preferences, limitations and relative rights determined by
         the Board of Directors. At September 30, 2003, no preferred stock
         shares were issued and outstanding.

         In July 2001, the Company amended its certificate of organization to
         increase the authorized shares of common stock to 200,000,000, and
         effectuated a 15 for 1 stock split of the Company's common stock. All
         stock information has been adjusted to give effect to this split.

(3) Income Taxes

         Deferred income taxes (benefits) are provided for certain income and
         expenses which are recognized in different periods for tax and
         financial reporting purposes. The Company had net operating loss
         carry-forwards for income tax purposes of approximately $193,800
         expiring $13,700, $28,300, $108,000, $32,000 and $11,800 at December
         31, 2023, 2022, 2021, 2020 and 2019, respectively. The amount recorded
         as deferred tax asset as of September 30, 2003 is approximately
         $65,000, which represents the amount of tax benefit of the loss
         carry-forward.

         Deferred tax assets are reduced by a valuation allowance if, in the
         opinion of management, it is more likely than not that some portion or
         all of the deferred tax assets will not be realized. Management's
         valuation procedures consider projected utilization of deferred tax
         assets prospectively over the next several years, and continually
         evaluate new circumstances surrounding the future realization of such
         assets. The difference between income taxes and the amount computed by
         applying the federal statutory tax rate to the loss before income taxes
         is due to an increase in the deferred tax asset valuation allowance.

(4) Related Parties

         a) Office lease. The Company leases its office facility on an annual
         basis from a company related by virtue of common ownership. Total rent
         expense amounted to $90, $90 and $530 for the nine months ended
         September 30, 2003 and 2002 and the period from inception (March 29,
         1999) through September 30, 2003, respectively.

         b) Consulting services. The Company contracted an affiliate, related by
         virtue of common ownership, for management and consulting services
         amounting to $9,000, $9,000 and $53,000 for the nine months ended
         September 30, 2003 and 2002 and for the period from inception (March
         29, 1999) through September 30, 2003, respectively. In addition, the
         Company incurred interest expense amounting to $900, $900 and $5,300
         for the nine months ended September 30, 2003 and 2002 and for the
         period from inception (March 29, 1999) through September 30, 2003,
         respectively, for those services.

         c) Website fees. The Company earned revenues of $900, $2,200 and
         $36,810, and incurred expenses of $600, $700 and $32,092 relating to
         website trafficking fees to other website companies, related by virtue
         of common ownership, for the nine months ended September 30, 2003 and
         2002 and for the period from inception (March 29, 1999) through
         September 30, 2003, respectively.

                                       8
<PAGE>
                            Cactus New Media I, Inc.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements
                (Information with regard to the nine months ended
                   September 30, 2003 and 2002 is unaudited)

(4) Related Parties (Continued)

         d) Guarantee. The majority shareholder has guaranteed the payment of
         certain third party liabilities on behalf of the Company. At September
         30, 2003, the approximate aggregate guaranteed amounts were $35,000.

(5) Going Concern

         The accompanying financial statements have been prepared assuming that
         the Company will continue as a going concern. The Company's financial
         position and operating results raise substantial doubt about the
         Company's ability to continue as a going concern, as reflected by the
         net loss of $194,000 accumulated from March 29, 1999 (Inception)
         through September 30, 2003. The ability of the Company to continue as a
         going concern is dependent upon commencing operations, developing sales
         and obtaining additional capital and financing. The financial
         statements do not include any adjustments that might be necessary if
         the Company is unable to continue as a going concern. The Company is
         currently seeking additional capital to allow it to begin its planned
         operations.

(6) Corporate Relationship Agreement

         In January 2001, the Company entered into a one-year corporate
         relationship agreement (agreement) with an unrelated entity
         (consultant) whereby the consultant, on a non-exclusive basis, will
         serve as a corporate relation consultant in potential financing and
         business combinations involving the Company. The agreement provided
         for, among other things, the consultant to receive a five-year warrant,
         which was issued on January 26, 2001, to purchase 75,000 shares of the
         Company's common stock, at an exercise price of $0.01 per share. In
         addition, the consultant will receive a finder's fee, as defined, in
         the event the Company obtains financing from a party introduced to the
         Company by the consultant.

(7) Subsequent Events - Stockholders' equity

         On October 24, 2003, the Company amended its articles of incorporation
         increasing its authorized common stock to 10,000,000,000 and completed
         a 1 for 100 reverse split of its issued and outstanding common stock,
         subsequent to which the Company had 1,507,500 shares of common stock
         issued and outstanding.

















                                       9
<PAGE>
Item 2. Management Discussion and Analysis

General

         Management's discussion and analysis contains various forward looking
statements within the meaning of the Securities and Exchange Act of 1934. These
statements consist of any statement other than a recitation of historical fact
and can be identified by the use of forward looking terminology such as "may,"
"expect," "anticipate," "estimates" or "continue" or use of negative or other
variations of comparable terminology. Management cautions that these statements
are further qualified by important factors that could cause actual results to
differ materially from those contained in forward looking statements, that these
forward looking statements are necessarily speculative, and there are certain
risks and uncertainties that could cause actual events or results to differ
materially from those referred to in forward looking statements.

Results of Operations

Sales

         The Company has recognized limited revenues from website trafficking
fees of $36,810 from inception through September 30, 2003. Revenues for the nine
month period ended September 30, 2003 were $900 as compared to $2,200 for the
nine month period ended September 30, 2002.

         From the period from inception through September 30, 2003, the nine
month period ended September 30, 2003 and the nine month period ended September
30, 2002, the Company earned revenues of $36,810, $900 and $2,200, respectively,
related to transactions with various entities related by virtue of common
ownership.

Expenses

         The Company has incurred expenses for management fees, professional
fees and other costs of operations from inception through September 30, 2003 of
approximately $230,619. Expenses for the nine month period ended September 30,
2003, were $14,590 as compared to $27,165 for the nine month period ended
September 30, 2002. The Company's expenses will increase as it reorganizes
business as further described below.

         The Company incurred expenses of $32,092 from the period from inception
through September 30, 2003 relating to website trafficking fees to other website
companies related by common ownership. The Company incurred expenses of $600 and
$700 for the nine month period ended September 30, 2003 and September 30, 2002,
respectively, relating to website trafficking fees to other website companies
related by common ownership.











                                     10
<PAGE>
         The Company leases its office facility on an annual basis from a
company related by virtue of common ownership. Total rent expense amounted to
$90, $90 and $530 for the nine months ended September 30, 2003 and 2002 and the
period from inception through September 30, 2003, respectively.

         The Company contracted an affiliate, related by virtue of common
ownership, for management and consulting services amounting to $9,000, $9,000
and $53,000 for the nine months ended September 30, 2003 and 2002 and for the
period from inception through September 30, 2003, respectively. In addition, the
Company incurred interest expense amounting to $900, $900 and $5,300 for the
nine months ended September 30, 2003 and 2002 and for the period from inception
through September 30, 2003, respectively, for those services.

Liquidity and Capital Resources

         As of September 30, 2003, the Company had existing cash reserves of
$101. At September 30, 2003, the Company had a working capital deficiency of
$165,309 and an accumulated deficit of $193,809. From its inception through
September 30, 2003 the Company has primarily been involved in the organization
and development of its business. Consequently, the Company has suffered
operating and cash flow losses. The Company's net loss from inception through
September 30, 2003, was $194,000. These factors raise substantial doubt about
the Company's ability to continue as a going concern.

         Since its inception the Company has experienced negative cash flows and
has met its cash requirements by issuing, through a private placement, shares of
its common stock. The Company generated additional funds through borrowings from
a related party. In addition, the related party has guaranteed the payment of
certain third party liabilities on behalf of the Company. At September 30, 2003,
the approximate aggregate guaranteed amounts were approximately $35,000.
Management anticipates that funds received from these sources and related party
advances should be sufficient to satisfy contemplated cash requirements for the
next 12 months. Management does not anticipate any significant purchase of
equipment. The number of Company consultants at September 30, 2003, is adequate
to maintain business.

         Due to increasing net loss and lack of business, the Company is
considering the acquisition of an operating entity through merger or other
acquisition.

Plan of Operations

         The Company is considering an acquisition or merger to grow its
operations. To date, the Company has not identified an acquisition or merger
candidate. Management intends to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The Company will not restrict its search to
any specific business, industry, or geographical location and it may participate
in a business venture of virtually any kind or nature.





                                       11
<PAGE>
         The analysis of new business opportunities will be undertaken by, or
under the supervision of RS Schmitt, the Company's president. He intends to
concentrate on identifying preliminary prospective business opportunities.
Management believes it will continue to operate at a loss for the next 12
months.

Item 3. Controls and Procedures

         The Company has carried out an evaluation, under the supervision and
with the participation of its management, including its Chief Executive Officer
(the "CEO") and Principal Financial Officer, of the effectiveness of the design
and operation of its disclosure controls and procedures (as defined in Rule
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended
(the "Act")) as of the end of the fiscal quarter covered by this report. Based
upon that evaluation, the Company's CEO and Principal Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
providing reasonable assurance that (a) the information required to be disclosed
by the Company in the reports that it files or submits under the Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms, and (b) such
information is accumulated and communicated to the Company's management,
including its CEO and Principal Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.

         There has been no changes in the Company's internal control over
financial reporting during the fiscal quarter covered by this report that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.






























                                       12

<PAGE>
PART II. OTHER INFORMATION
-------- -----------------

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of Proceeds

         None.

Item 3.  Defaults Upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Other Information

         On October 24, 2003 the Company held a special meeting of its
stockholders for purposes of amending the Company's Certificate of Incorporation
to increase its authorized shares of common stock to 10,000,000,000 and effect a
100 for 1 reverse stock split of its outstanding common stock. The Board of
Directors of the Company affixed the close of business on September 29, 2003 as
the record date for determining the stockholders entitled to vote at the
meeting. The matters were approved at the meeting by a majority of the
outstanding shares of the Company's common stock. Following the filing of a
Certificate of Amendment with the State of Delaware, there are 1,507,500 shares
of common stock outstanding.

Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits required by Item 601 of Regulation S-B

             The following exhibits are filed as part of this report:

             Exhibits:

             16.1     Letter from Former Independent Accountants (filed on Form
                      8-K dated April 11, 2003)

             31.1     302 Certification of Chief Executive Officer

             31.2     302 Certification Principal Financial Officer

             32.1     906 Certification of Chief Executive Officer

             32.2     906 Certification of Principal Financial Officer

         (b) Reports on Form 8-K

             None.





                                       13
<PAGE>
                                    SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned as duly authorized officers of the Registrant.

                                         Cactus New Media I, Inc.


                                         By:  /s/ RS Schmitt
                                            -----------------------------------
                                            RS Schmitt, Chief Executive Officer
                                            and Principal Financial Officer


DATED: November 11, 2003










































                                       14