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, 2001
                                        ------------------

[   ]    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: 150,750,000 Common Stock as
of November 12, 2001.


<PAGE>
                                      INDEX


PART I.  FINANCIAL INFORMATION
         ---------------------

Item 1.  Condensed Financial Statements (unaudited)

         Balance Sheets

         Statements of Operations

         Statements of Cash Flows

         Notes to Condensed Financial Statements

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


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

Item 1.  Legal Proceedings

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K









                                       2
<PAGE>
PART I.           FINANCIAL INFORMATION
                  ---------------------

Item 1.           Financial Statements

CACTUS NEW MEDIA I, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                    September 30, 2001
ASSETS                                                                                  (Unaudited)            December 31, 2000
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                      <C>
CURRENT ASSETS
     Cash                                                                           $               69       $            4,905
     Other current assets                                                                            3                       29
-----------------------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                        $               72       $            4,934
===================================================================================================================================

LIABILITIES AND DEFICIENCY IN ASSETS
===================================================================================================================================

CURRENT LIABILITIES
     Accrued liabilities, $25,510 and $4,670 to related parties (Note 2)            $          113,632       $           21,268
-----------------------------------------------------------------------------------------------------------------------------------

DEFICIENCY IN ASSETS
     Common stock, $.0001 par value; shares authorized, 200,000,000;
         issued and outstanding, 150,750,000                                                    15,075                   15,075
     Additional paid-in capital                                                                 13,425                   12,425
     Deficit accumulated during the development stage                                         (142,060)                 (43,834)
-----------------------------------------------------------------------------------------------------------------------------------
         Total deficiency in assets                                                           (113,560)                 (16,334)
-----------------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                                          $               72       $            4,934
===================================================================================================================================
</TABLE>



                             See accompanying notes.


                                       3
<PAGE>
CACTUS NEW MEDIA I, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 For the period
                                                                                                                 from inception
                                     Three Months       Three Months      Nine Months      Nine Months          (March 29, 1999)
                                        Ended               Ended           Ended             Ended                  through
                                     September 30,      September 30,    September 30,    September 30,           September 30,
                                         2001               2000             2001             2000                    2001
--------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                <C>                  <C>               <C>                   <C>
REVENUES (NOTE 2)                 $        2,400     $        7,310       $      8,490      $     14,510          $     28,410
--------------------------------------------------------------------------------------------------------------------------------

EXPENSES
     Consulting fees                           -                  -              1,100                 -                 1,100
     Contract labor                            -                  -                275                 -                 1,018
     Interest                                300                300                900               900                 2,900
     Internet services                     2,409              7,846              8,508            13,239                27,889
     Licenses and taxes                        -                200                  -               359                   679
     Management fee                        3,000              3,000              9,000             9,000                29,000
     Office                                    -                324                152               558                   764
     Professional fees                    55,043              7,699             86,691             8,840               106,830
     Rent                                     30                 30                 90                90                   290
--------------------------------------------------------------------------------------------------------------------------------
         Total expenses                   60,782             19,399            106,716            32,986               170,470
--------------------------------------------------------------------------------------------------------------------------------

NET LOSS                          $      (58,382)    $      (12,089)      $    (98,226)     $    (18,476)         $   (142,060)
================================================================================================================================

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                        150,750,000        150,000,000        150,750,000       150,000,000           150,171,499
================================================================================================================================

NET LOSS PER SHARE - BASIC AND
  DILUTED                         $            -     $            -       $          -      $          -          $          -
================================================================================================================================
</TABLE>

                             See accompanying notes.

                                       4

<PAGE>
CACTUS NEW MEDIA I, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                              For The Period From
                                                                                                                   Inception
                                                                      Nine Months           Nine Months         (March 29, 1999)
                                                                         Ended                 Ended                Through
                                                                   September 30, 2001    September 30, 2000    September 30, 2001
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                        $     (98,226)        $     (18,476)        $    (142,060)
-----------------------------------------------------------------------------------------------------------------------------------
     Adjustments to reconcile net loss to net cash used
       in operating activities:
         Changes in operating assets and liabilities:
              Common stock and warrants issued for services                  1,000                     -                 3,500
              Accounts receivable                                                -                     -                     -
              Advances to affiliates                                             -                     -                     -
              Other current assets                                              26                   139                    (3)
              Accrued liabilities                                           92,364                  (626)              113,632
-----------------------------------------------------------------------------------------------------------------------------------
              Total adjustments                                             93,390                  (487)              117,129
-----------------------------------------------------------------------------------------------------------------------------------
                  Net cash used in operating activities                     (4,836)              (18,963)              (24,931)
-----------------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from the issuance of common stock and capital
         contributions                                                           -                     -                 7,900
     Collection of stock subscription receivable                                 -                17,100                17,100
-----------------------------------------------------------------------------------------------------------------------------------
                  Net cash provided by financing activities                      -                17,100                25,000
-----------------------------------------------------------------------------------------------------------------------------------

NET INCREASE (DECREASE) IN CASH                                             (4,836)               (1,863)                   69

CASH - BEGINNING                                                             4,905                 7,536                     -
-----------------------------------------------------------------------------------------------------------------------------------

CASH - ENDING                                                        $          69         $       5,673         $          69
===================================================================================================================================

Supplemental Disclosures:
-----------------------------------------------------------------------------------------------------------------------------------

     Interest paid                                                   $           -         $           -         $           -
===================================================================================================================================

     Income taxes paid                                               $           -         $           -         $           -
===================================================================================================================================
</TABLE>

                             See accompanying notes.

                                       5
<PAGE>
CACTUS NEW MEDIA I, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------
NOTE 1.           BASIS OF PRESENTATION
--------------------------------------------------------------------------------

                  Basis of Presentation

                  The accompanying (unaudited) condensed financial statements of
                  Cactus New Media I, Inc. have been prepared in accordance with
                  accounting principles generally accepted in the United States
                  for interim financial information and with the instructions to
                  Form 10-QSB for quarterly reports under Section 13 or 15(d) of
                  the Securities Exchange Act of 1934. Accordingly, they do not
                  include all information and footnotes necessary for a complete
                  presentation of financial position, results of operations and
                  cash flows in conformity with accounting principles generally
                  accepted in the United States.

                  In the opinion of management, all adjustments considered
                  necessary for a fair presentation of the results of operations
                  and financial position have been included and all such
                  adjustments are of a normal recurring nature. Operations for
                  the period ended September 30, 2001, are not necessarily
                  indicative of the results that can be expected for the year
                  ending December 31, 2001.

                  The financial data at December 31, 2000 is derived from
                  audited financial statements which are included in the
                  Company's Form 10-KSB which should be read in conjunction with
                  these condensed financial statements and the notes thereto.

                  Use of Estimates

                  The preparation of financial statements in accordance with
                  accounting principles generally accepted in the United States
                  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.

--------------------------------------------------------------------------------
NOTE 2.           RELATED PARTY TRANSACTIONS
--------------------------------------------------------------------------------

                  The Company leases its office facility on an annual basis from
                  a company related by virtue of common ownership. Total rent
                  expense amounted to $30 for the three months ended September
                  30, 2001 and 2000, $90 for the nine months ended September 30,
                  2001 and 2000, and $290 for the period from inception (March
                  29, 1999) through September 30, 2001.

                  The Company contracted an affiliate, related by virtue of
                  common ownership, for management and consulting services
                  amounting to $3,000 for the three months ended September 30,
                  2001 and 2000, $9,000 for the nine months ended September 30,
                  2001 and 2000, and $29,000 for the period from inception
                  (March 29, 1999) through September 30, 2001.

                                       6
<PAGE>
--------------------------------------------------------------------------------
NOTE 2.           RELATED PARTY TRANSACTIONS (Continued)
--------------------------------------------------------------------------------

                  The Company earned revenues of $16,310 related to transactions
                  with various entities related by virtue of common ownership
                  for the period from inception (March 29, 1999) through
                  September 30, 2001. Also, the Company incurred expenses
                  relating to website trafficking fees to other website
                  companies, related by virtue of common ownership of $15,125
                  for the period from inception (March 29, 1999) through
                  September 30, 2001.

                  The majority shareholder has guaranteed the payment of certain
                  third party liabilities on behalf of the Company. At September
                  30, 2001 approximate aggregate guaranteed amounts were
                  $31,000.

--------------------------------------------------------------------------------
NOTE 3.           NET LOSS PER COMMON SHARE
--------------------------------------------------------------------------------

                  Basic and diluted net loss per common share was computed by
                  dividing the net loss by the weighted number of shares of
                  common stock outstanding during each period.

--------------------------------------------------------------------------------
NOTE 4.           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 provides for, among other things, the consultant to
                  receive a 5 year warrant 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.

--------------------------------------------------------------------------------
NOTE 5.           GOING CONCERN
--------------------------------------------------------------------------------

                  The Company has been in the development stage since its
                  inception on March 29, 1999. At September 30, 2001 the Company
                  had minimal working capital available to fund operations and
                  may not be able to commence and/or sustain operating activity.
                  The Company believes, however, it has sufficient funds to
                  commence operations and it intends to fund future operations
                  from operating cash flows and/or from a merger with another
                  operating entity.

--------------------------------------------------------------------------------
NOTE 6.           COMMON STOCK
--------------------------------------------------------------------------------

                  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 1 for 15 stock split of the
                  Company's common stock. All stock information has been
                  adjusted to give effect to this split.

                                       7

<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.

Plan of Operations

         The Company has undertaken a reorganization of its corporate structure
and is considering an acquisition or merger to grow its operations. To date, the
Company has not identified an acquisition or merger candidate. Management
believes it will continue to operate at a loss for the next 12 months.

Sales

         The Company has recognized limited revenues of $28,410 from inception
through September 30, 2001. Revenues for the nine month period ended September
30, 2001 were $8,490 as compared to $14,510 for the nine month period ended
September 30, 2000.

         From the period from inception through September 30, 2001, the Company
earned revenues of $16,310 related to transactions with various entities related
by virtue of common ownership. In generating these revenues, the Company also
incurred expenses of $15,125 relating to website trafficking fees to other
website companies related by common ownership. The Company also incurred
expenses of -0- and $12,800 for the nine month period ended September 30, 2001
and September 30, 2000, respectively, related to website trafficking fees to
other website companies related by common ownership.

                                       8
<PAGE>
Expenses

         The Company has incurred expenses for management fees, consulting and
other costs of operations from inception through September 30, 2001 of
approximately $170,470. Expenses for the nine month period ended September 30,
2001, were $60,782 as compared to $32,986 for the nine month period ended
September 30, 2000. The Company's expenses will increase as it reorganizes
business.

Results of Operations

         From its inception through September 30, 2001 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
for the nine month period ended September 30, 2000, was $18,476. The Company's
net loss for the nine month period ended September 30, 2001, was $58,382. Due to
increasing net loss and lack of business, the Company has considered acquiring
an operating entity through merger or other acquisition. The increased net loss
is associated with re-organizational activities.

Liquidity and Capital Resources

         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. Management anticipates that funds received from these sources
and cash generated from operations should be sufficient to satisfy contemplated
cash requirements for the next 12 months. Due to lack of working capital and
limited sales, the Company is considering a merger or acquisition. To date, the
Company has not identified a merger or acquisition candidate.

         Management does not anticipate any significant purchase of equipment.
The number of Company consultants at September 30, 2001, is adequate to maintain
business.










                                       9

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

Item 1.  Legal Proceedings

         None.

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

         On July 13, 2001, pursuant to a special meeting of the shareholders of
the Company, the shareholders of the Company authorized the Board of Directors
to file an Amendment to the Company's Certificate of Incorporation for the
purpose of (1) increasing the authorized shares of Common Stock of the Company
to 200,000,000 shares, and (2) effecting a 1-for-15 Forward Stock Split of the
Company's outstanding Common Stock.

Item 5.  Other Information

         None.

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:

                  None.

         (b)      Reports on Form 8-K

                  None.















                                       10
<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, Chairman and
                                                    President


DATED: November 19, 2001





















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