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, 2002
                                        ------------------

[   ]    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, 2002.

<PAGE>
                                      INDEX


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

Item 1.  Condensed Financial Statements (unaudited)

         Balance Sheets                                                        3

         Statements of Operations                                              4

         Statements of Cash Flows                                              5

         Notes to Condensed Financial Statements                               6

Item 2.  Management's Discussion and Analysis and Plan of Operations           8

Item 3.  Controls and Procedures                                              10


PART II. OTHER INFORMATION                                                    11
         -----------------

Item 1.  Legal Proceedings                                                    11

Item 2.  Changes in Securities and Use of Proceeds                            11

Item 3.  Defaults Upon Senior Securities                                      11

Item 4.  Submission of Matters to a Vote of Security Holders                  11

Item 5.  Other Information                                                    11

Item 6.  Exhibits and Reports on Form 8-K                                     11







                                       2

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

Item 1.  Financial Statements
<TABLE>
<CAPTION>
CACTUS NEW MEDIA I, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
---------------------------------------------------------------------------------------------------------------------------------

                                                                                    September 30, 2002
ASSETS                                                                                  (Unaudited)            December 31, 2001
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                      <C>
CURRENT ASSETS
     Cash                                                                           $              101       $              678
---------------------------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                        $              101       $              678
---------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND DEFICIENCY IN ASSETS
---------------------------------------------------------------------------------------------------------------------------------

CURRENT LIABILITIES
     Accrued liabilities, $53,150 and $31,788 to
       related parties (Note 3)                                                     $          148,390       $          124,002
---------------------------------------------------------------------------------------------------------------------------------

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                   13,425
     Deficit accumulated during the development stage                                         (176,789)                (151,824)
---------------------------------------------------------------------------------------------------------------------------------
         Total deficiency in assets                                                           (148,289)                (123,324)
---------------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND DEFICIENCY IN ASSETS                                          $              101       $              678
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                             See accompanying notes.

                                       3
<PAGE>
<TABLE>
<CAPTION>
CACTUS NEW MEDIA I, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
--------------------------------------------------------------------------------------------------------------------------------

                                                                                                                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,
                                                      2002            2001           2002           2001              2002
--------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>            <C>               <C>            <C>               <C>
REVENUES, $200, $0, $2,200, $0 and $21,010 to
  related parties, respectively (Note 3)        $        200    $       2,400     $      2,200   $      8,490      $     35,910
--------------------------------------------------------------------------------------------------------------------------------

EXPENSES
     Consulting fees                                      --               --               --          1,100             1,100
     Contract labor                                       --               --               --            275             1,018
     Interest to a related party (Note 3)                300              300              900            900             4,100
     Internet services, $200, $0, $700, $0 and
       $15,925 to related parties, respectively
       (Note 3)                                          200            2,409              700          8,508            31,492
     Licenses and taxes                                    -                -               --             --               995
     Management fee to a related party (Note 3)        3,000            3,000            9,000          9,000            41,000
     Office                                               26                -               31            152               843
     Professional fees                                 4,803           55,043           16,444         86,691           131,741
     Rent to a related party (Note 3)                     30               30               90             90               410
--------------------------------------------------------------------------------------------------------------------------------
         Total expenses                                8,359           60,782           27,165        106,716           212,699
--------------------------------------------------------------------------------------------------------------------------------

NET LOSS                                        $     (8,159)   $     (58,382)    $    (24,965)  $    (98,226)     $   (176,789)
--------------------------------------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING    150,750,000      150,750,000      150,750,000    150,750,000       150,336,591
--------------------------------------------------------------------------------------------------------------------------------

NET LOSS PER SHARE - BASIC AND DILUTED          $         --    $          --     $         --   $         --      $         --
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                             See accompanying notes.


                                       4
<PAGE>
<TABLE>
<CAPTION>
CACTUS NEW MEDIA I, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                              For The Period
                                                                                                              From Inception
                                                                       Nine Months         Nine Months       (March 29, 1999)
                                                                          Ended               Ended               Through
                                                                    September 30, 2002  September 30, 2001  September 30, 2002
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                         $    (24,965)        $   (98,226)       $   (176,789)
     Adjustments to reconcile net loss to net cash used in
         operating activities:
         Common stock and warrants issued for services                          --                  --               3,500
         Changes in operating assets and liabilities:                                            1,000
              Accounts receivable                                               --                  --                  --
              Other current assets                                              --                  26                  --
              Accrued liabilities                                           24,388              92,364             148,390
-------------------------------------------------------------------------------------------------------------------------------
              Total adjustments                                             24,388              93,390             151,890
-------------------------------------------------------------------------------------------------------------------------------
                  Net cash used in operating activities                       (577)             (4,836)            (24,899)
-------------------------------------------------------------------------------------------------------------------------------

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

NET INCREASE (DECREASE) IN CASH                                               (577)             (4,836)                101

CASH - BEGINNING                                                               678               4,905                  --
-------------------------------------------------------------------------------------------------------------------------------

CASH - ENDING                                                         $        101         $        69        $        101
-------------------------------------------------------------------------------------------------------------------------------

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

     Interest paid                                                    $         --         $        --        $        600
-------------------------------------------------------------------------------------------------------------------------------

     Income taxes paid                                                $         --         $        --        $         --
-------------------------------------------------------------------------------------------------------------------------------

Supplemental Disclosures of Non-Cash Financing Activity:
-------------------------------------------------------------------------------------------------------------------------------

     Common stock issued in exchange for note receivable              $         --         $        --        $     17,100
-------------------------------------------------------------------------------------------------------------------------------
</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 of America 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 of
         America.

         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, 2002, are not
         necessarily indicative of the results that can be expected for the year
         ending December 31, 2002.

         The financial data at December 31, 2001 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 these financial statements in conformity with
         accounting principles generally accepted in the United States of
         America requires management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and disclosure of
         contingent assets and liabilities at the date of the financial
         statements and the reported amounts of revenues and expenses during the
         reported period. Actual results could differ from those estimates.

--------------------------------------------------------------------------------
NOTE 2.  GOING CONCERN
--------------------------------------------------------------------------------

         As discussed in Note 1, the Company has been in the development stage
         since its inception on March 29, 1999. The Company has incurred
         operating losses since its inception and at September 30, 2002, has
         minimal working capital available to fund operations and may not be
         able to commence and/or sustain operating activity.

         The Company's ability to continue as a going concern is dependent upon
         achieving profitable operations, including positive cash flows from
         operations or obtaining additional debt or equity financing.
         Management's plans include identifying a merger candidate with
         sufficient liquidity to meet the Company's financial needs. These
         conditions raise 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 these
         uncertainties.

                                       6
<PAGE>
--------------------------------------------------------------------------------
NOTE 3.  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, 2002 and 2001,
         $90 for the nine months ended September 30, 2002 and 2001, and $410 for
         the period from inception (March 29, 1999) through September 30, 2002.

         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, 2002 and 2001, $9,000 for the
         nine months ended September 30, 2002 and 2001, and $41,000 for the
         period from inception (March 29, 1999) through September 30, 2002.

         Related to the management and consulting services, the Company incurred
         interest expense amounting to $300 for the three months ended September
         30, 2002 and 2001, $900 for the nine months ended September 30, 2002
         and 2001, and $4,100 for the period from inception (March 29, 1999)
         through September 30, 2002.

         The Company earned revenues, related to transactions with various
         entities related by virtue of common ownership of $200 for the three
         months ended September 30, 2002, $2,200 for the nine months ended
         September 30, 2002, and $21,010 for the period from inception (March
         29, 1999) through September 30, 2002. Also, the Company incurred
         expenses relating to website trafficking fees to other website
         companies, related by virtue of common ownership of $200 for the three
         months ended September 30, 2002, $700 for the nine months ended
         September 30, 2002 and $15,925 for the period from inception (March 29,
         1999) through September 30, 2002.

         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 $35,000.

--------------------------------------------------------------------------------
NOTE 4.  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 5.  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 5 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
<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.

Nine Months Ended September 30, 2002 As Compared to the Nine Months Ended
September 30, 2001

Sales

         The Company has recognized limited revenues of $35,910 from inception
through September 30, 2002. Revenues for the nine month period ended September
30, 2002 were $2,200 as compared to $8,490 for the nine month period ended
September 30, 2001.

         From the period from inception through September 30, 2002 and for the
nine month period ended September 30, 2002, the Company earned revenues of
$21,010 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, consulting and
other costs of operations from inception through September 30, 2002 of
approximately $212,699. Expenses for the nine month period ended September 30,
2002, were $27,165 as compared to $106,716 for the nine month period ended
September 30, 2001. The Company's expenses will increase as it reorganizes
business as further described below.

         The Company incurred expenses of $15,925 from the period from inception
through September 30, 2002 relating to website trafficking fees to other website
companies related by common ownership. The Company incurred expenses of $700 and
$0 for the nine month period ended September 30, 2002 and September 30, 2001,
respectively, relating to website trafficking fees to other website companies
related by common ownership.


                                       8
<PAGE>
Three Months Ended September 30, 2002 As Compared to the Three Months Ended
September 30, 2001

Sales

         Revenues for the three month period ended September 30, 2002 were $200
as compared to $2,400 for the three month period ended September 30, 2001. For
the three month period ended September 30, 2002 and the three month period ended
September 30, 2001, the Company earned revenues of $200 and $0, respectively,
related to transactions with various entities related by virtue of common
ownership.

Expenses

         Expenses for the three month period ended September 30, 2002, were
$8,359 as compared to $60,782 for the three month period ended September 30,
2001. The Company's expenses will increase as it reorganizes business as further
described below.

         The Company incurred expenses of $200 and $0 for the three month period
ended September 30, 2002 and September 30, 2001, respectively, relating to
website trafficking fees to other website companies related by common ownership.

Liquidity and Capital Resources

         As of September 30, 2002, the Company had existing cash reserves of
$101. At September 30, 2002, the Company had a working capital deficiency of
$148,289 and an accumulated deficit of $176,789. From its inception through
September 30, 2002 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, 2001, was $98,226. The Company's net loss for the nine month
period ended September 30, 2002, was $24,965. 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. 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, 2002, 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.




                                       9

<PAGE>
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.

         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

Evaluation of disclosure controls and procedures

            Within the 90 days prior to the filing date of this report, the
Company carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Exchange Act
Rule 13a-14. This evaluation was done under the supervision and with the
participation of the Company's Chairman, President and Principal Financial
Officer. Based upon that evaluation, he concluded that the Company's disclosure
controls and procedures are effective in gathering, analyzing and disclosing
information needed to satisfy the Company's disclosure obligations under the
Exchange Act.

Changes in internal controls

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect those controls since the most
recent evaluation of such controls.












                                       10

<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

         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:

             99.1  Certification

         (b) Reports on Form 8-K

             None.














                                       11
<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 12, 2002






























                                       12