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                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                   FORM 10-QSB

(Mark One)

    X      Quarterly Report Pursuant to Section 13 or 15(d) of the
---------
Securities Exchange Act of 1934

For the period ended September 30, 1999.

                                       or

           Transition Report Pursuant to Section 13 OR 15(d) of the Securities
---------
Exchange Act of 1934

For the transition period from ________ to ________.

Commission File No. 0-9614


                               CADEMA CORPORATION
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


          DELAWARE                                          88-0160741
--------------------------------------------------------------------------------
(State or other jurisdiction of                     (IRS Employer I.D. Number)
incorporation or organization)


c/o Number One Corporation 50 Washington Street.          Norwalk, CT 06854
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                      (Zip Code)

Registrant's telephone number, including area code: (203) 854-6711
                                                    --------------
(Former name, former address and former fiscal year, if changed since last
report.) - N/A

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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
    -----     -----

There were 10,905,549 shares of the Registrant's common stock outstanding as of
October 29, 1999.


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                               CADEMA CORPORATION
                                   FORM 10-QSB

                                      INDEX

PART 1.  FINANCIAL INFORMATION

         Item 1 - Financial Statements                                       3
           Balance Sheets - September 30, 1999 and
           December 31, 1998

         Statements of Operations - Nine months ended                        4
           September 30, 1999 and September 30, 1998

         Statements of Operations - Three months ended                       5
           September 30, 1999 and September 30, 1998

         Statements of Cash Flows - Nine months ended                        6
           September 30, 1999 and September 30, 1998

         Notes to Financial Statements                                       7

         Item 2 - Management's Discussion and Analysis of                    9
           Financial Condition and Results of Operations

PART II. OTHER INFORMATION

         Signatures                                                         10

         Exhibit


     The accompanying condensed financial statements have been prepared by the
Company, without audit, and reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results of operations,
financial position, and statements of cash flows for the interim periods. The
statements have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission, but omit certain information and
footnote disclosures necessary to present the statements in accordance with
generally accepted accounting principles.

     These condensed financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1998. Management believes that
the disclosures are adequate to make the information presented herein not
misleading.



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                        CADEMA CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                ASSETS                                    September 30, 1999   December 31, 1998
                                                          -------------------  ----------------
<S>                                                           <C>                <C>
CURRENT ASSETS:

 Cash and cash equivalents                                    $     1,946        $    13,829
 Trading securities (Cost $697,046 in                             179,833            267,067
 1999 and $701,321 in 1998)
  (Note 2)
 Other current assets                                                 148              1,149
                                                              -----------        -----------

     TOTAL CURRENT ASSETS                                         181,927            282,045

 NOTE RECEIVABLE less allowance for bad
   debt of $260,250 in 1999 and 1998                               84,750             84,750
                                                              -----------        -----------
     TOTAL ASSETS                                             $   266,677        $   366,795
                                                              -----------        -----------
             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accrued liabilities                                           $    17,464        $    13,000

Accrued dividends on preferred stock                            1,146,023          1,018,687
Minority Interest in Subsidiary (Note 3)                            7,296              7,296
                                                              -----------        -----------

     TOTAL LIABILITIES                                          1,170,783          1,038,983
                                                              -----------        -----------
STOCKHOLDERS' EQUITY
Series A 8% Cumulative Convertible
  Preferred Stock, par value $.01 per share                         4,851              4,851
  authorized 5,000,000 shares; issued 485,123 shares in
  1999 and 1998
Series B 8% Cumulative Convertible
  Preferred Stock, par value, $.01 per                                 --                 --
  share, authorized, 150,000 shares,
  none issued
Common Stock, par value, $.01 per share;
  authorized 50,000,000 shares, issued                            109,356            109,356
  10,935,549 shares in 1999 and 1998
Additional paid-in capital                                      7,765,904          7,765,904
Accumulated deficit                                            (8,687,847)        (8,455,929)
Less: Treasury stock at cost
   Common shares                                                  (75,000)           (75,000)
   Preferred shares                                               (21,370)           (21,370)
                                                              -----------        -----------

     TOTAL STOCKHOLDERS' EQUITY                                  (904,106)          (672,188)
                                                              -----------        -----------
     TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                                    $   266,677        $   366,795
                                                              ===========        ===========
</TABLE>



         The accompanying notes to the consolidated financial statements
                    are an integral part of these statements.


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<PAGE>   4

                        CADEMA CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     FOR THE NINE MONTHS ENDED SEPTEMBER 30,

<TABLE>
<CAPTION>
                                                         1999                1998
                                                     ------------        ------------
<S>                                                  <C>                 <C>
REVENUE                                              $         --        $         --
COST OF GOODS SOLD                                             --                  --
                                                     ------------        ------------
         GROSS PROFIT                                          --                  --

OPERATING EXPENSES:
         General and administrative                        23,187              23,863
                                                     ------------        ------------
                  Total operating expenses                 23,187              23,863
                                                     ------------        ------------
                  Loss from operations                    (23,187)            (23,863)

OTHER INCOME (EXPENSE):
         Trading securities
         Transactions (Notes 2)
           Realized gains (losses)                          1,387             (29,256)
           Change in unrealized losses                    (82,959)           (187,721)
         Dividend income                                      177               1,368
                                                     ------------        ------------
                  Total other income (expense)            (81,395)           (215,609)
                                                     ------------        ------------

INCOME (LOSS) FROM OPERATIONS                            (104,582)           (239,472)

PROVISION FOR INCOME TAXES                                     --                  --
                                                     ------------        ------------

NET INCOME (LOSS)                                        (104,582)           (239,472)

PREFERRED DIVIDENDS EARNED                                127,336             127,336
                                                     ------------        ------------
NET LOSS APPLICABLE TO
         COMMON STOCKHOLDERS (Note 2)                $   (231,918)       $   (366,808)
                                                     ============        ============
WEIGHTED AVERAGE COMMON SHARES
         OUTSTANDING (Note 2)                          10,905,549          10,905,549

LOSS PER COMMON AND SHARE
         BASIC AND DILUTED                           $       (.02)       $       (.03)
                                                     ============        ============
</TABLE>


           The accompanying notes to consolidated financial statements
                    are an integral part of these statements



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<PAGE>   5

                        CADEMA CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,


<TABLE>
<CAPTION>

                                                         1999                1998
                                                     ------------        ------------
<S>                                                  <C>                 <C>
REVENUE                                              $         --        $         --
COST OF GOODS SOLD                                             --                  --
                                                     ------------        ------------
         GROSS PROFIT                                          --                  --

OPERATING EXPENSES:
         General and administrative                         7,027               6,523
                                                     ------------        ------------
                  Total operating expenses                  7,027               6,523
                                                     ------------        ------------
                  Loss from operations                     (7,027)             (6,523)

OTHER INCOME (EXPENSE):
         Trading securities
         Transactions (Notes 2)
           Realized gains (losses)                          1,387             (13,024)
           Change in unrealized losses                     (9,087)            (90,957)
         Dividend income                                       24                 408
                                                     ------------        ------------
                  Total other income (expense)             (7,676)           (103,573)
                                                     ------------        ------------

INCOME (LOSS) FROM OPERATIONS                             (14,703)           (110,096)

PROVISION FOR INCOME TAXES                                     --                  --
                                                     ------------        ------------

NET INCOME (LOSS)                                         (14,703)           (110,096)

PREFERRED DIVIDENDS EARNED                                 42,445              42,445
                                                     ------------        ------------

NET LOSS APPLICABLE TO
         COMMON STOCKHOLDERS (Note 2)                $    (57,148)       $   (152,541)
                                                     ============        ============

WEIGHTED AVERAGE COMMON SHARES
         OUTSTANDING (Note 2)                          10,905,549          10,905,549

LOSS PER COMMON AND SHARE
         BASIC AND DILUTED                           $       (.01)       $       (.01)
                                                     ============        ============
</TABLE>


           The accompanying notes to consolidated financial statements
                    are an integral part of these statements



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<PAGE>   6



                        CADEMA CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          FOR EACH OF THE NINE MONTHS IN THE PERIOD ENDED SEPTEMBER 30,


<TABLE>
<CAPTION>

CASH FLOWS FROM OPERATING ACTIVITIES                          1999             1998
                                                            ---------        ---------
<S>                                                         <C>              <C>
Net income (loss) from operations                           $(104,582)       $(239,472)
Adjustments to reconcile net income
   (loss) to net cash provided by (used in) operating
   activities
    Realized loss (gain) on sale of trading
     securities                                                (1,387)          29,256
    Unrealized loss (gain) in value
     of trading securities                                     82,959          187,721
    Decrease (Increase) in other receivables and
     current assets                                             1,001              630
    (Decrease) increase in accounts payable and
     accrued liabilities                                        4,464          (13,000)
                                                            ---------        ---------
       Net cash provided by (used in) continuing
        operating activities                                  (17,545)         (34,865)
                                                            ---------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of marketable securities                               --          (57,787)
   Proceeds from sale of marketable securities                  5,662           69,450
                                                            ---------        ---------
       Net cash provided by (used in) investing
        activities                                              5,662           11,663
                                                            ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Treasury Stock Purchase                                         --               --
                                                            ---------        ---------
       Net cash (used in)
        financing activities                                       --               --
                                                            ---------        ---------

Net increase (decrease) in cash and
   cash equivalents                                           (11,883)         (23,202)
Cash and cash equivalents -
   Beginning of Period                                         13,829           48,682
                                                            ---------        ---------
Cash and cash equivalents -
   End of Period                                            $   1,946        $  25,480
                                                            =========        =========

SUPPLEMENTAL DISCLOSURES OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
   Preferred Stock Dividends Earned                         $ 127,336        $ 127,336
                                                            =========        =========
</TABLE>


         The accompanying notes to the consolidated financial statements
                    are an integral part of these statements.


                                       6
<PAGE>   7


                               CADEMA CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                SIX MONTHS IN THE PERIOD ENDED SEPTEMBER 30, 1999

(1)  NATURE OF BUSINESS AND CURRENT OPERATING ENVIRONMENT:

     The principal business of Cadema Corporation (the "Company") is the
     financing and operating of business enterprises with the potential to
     generate profits and cash flow. Currently the Company is exploring possible
     acquisitions and mergers throughout the United States and abroad, as it has
     done in the past, seeking to enter into new operating businesses and to use
     the Company's liquid assets in connection therewith. As part of this
     strategy, the Company entered into a joint venture agreement with Global
     Environmental, Inc. in December 1993. The Company did not generate any
     revenues from operations in 1998 or 1997, and is currently pursuing
     additional contracts.

     While the principal business of the Company is the financing and operating
     of business enterprises with the potential to generate profits and cash
     flow, it still intends to invest in and sell marketable securities as
     outlined in a plan approved by stockholders in 1988.

     The Company intends to continue to invest in trading securities, including
     but not limited to stocks, bonds, options and warrants.

     The Company now holds and currently expects to invest primarily in the
     stock of smaller, lesser known and often more speculative companies, which
     while entailing above-average risk, offer the potential of above-average
     reward.

     There are significant risk factors affecting the Company, including
     potential operating losses it may incur from operating ventures, the
     volatility of market values of its investment securities portfolio, and the
     possible need for additional capital. These and other factors may adversely
     affect the Company's future operations.

(2)  SIGNIFICANT ACCOUNTING POLICIES

     CASH AND CASH EQUIVALENTS

     For purposes of the Consolidated Balance Sheet and Statements of Cash
     Flows, the Company considers its short-term investments purchased with a
     maturity of three (3) months or less to be cash equivalents.

     TRADING SECURITIES

     In accordance with Statement of Financial Accounting Standards (SFAS) No.
     115, "Accounting for Certain Investments in Debt and Equity Securities",
     the Company classifies marketable securities as "trading" and records them
     at fair market value, with unrealized gains and losses reported as a
     component of net income (loss).

     Realized gains and losses are determined on a first-in, first-out basis.



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<PAGE>   8


(2)  SIGNIFICANT ACCOUNTING POLICIES: (CONT.)

     LOSS PER COMMON SHARE

     Net income (loss) per share is calculated in accordance with SFAS No. 128.
     Loss per Common Share is calculated by dividing the net loss by the
     weighted average number of common shares outstanding. As all Cadema
     preferred stock, options and warrants outstanding have an anti-dilutive
     effect, so no calculations diluted loss per share have been presented.

(3)  JOINT VENTURE:

     On December 31, 1993 the Company entered into a Joint Venture Agreement
     with Global Environmental, Corp., a New York corporation, to create the
     Joint Venture entity Global Environmental Offshore Company ("Global" or
     "Joint Venture"). The Joint Venture Company engages in contracting for the
     design and installation of Air Pollution Control equipment and facilities
     in areas located outside the United States. Under the terms of the Joint
     Venture Agreement, the Company contributed $350,000 and received 51%
     control of the Joint Venture.

     Under the Joint Venture Agreement, Global Environmental, Corp. has the
     right to acquire the Company's interest in the Joint Venture for, at the
     Company's option, 875,000 shares of Global stock or the greater of $350,000
     or the Company's existing capital account. The Company has the option to
     convert its Joint Venture interest into 875,000 shares of Global
     Environmental, Corp.'s common stock.

     The financial statements of the Joint Venture are consolidated with the
     Company's results in the accompanying financial statements of this report.
     The portion of the Joint Venture's income that is not applicable to the
     Company is recorded as Minority Interest on the Statement of Operations.
     That income along with Global Environmental Corp.'s capital contribution to
     the Joint Venture is recorded under the caption "Minority Interest in
     Subsidiary" on the Balance Sheet.

     Notes payable issued by Global Environmental Corp. to the Joint Venture are
     carried on the Balance Sheet as Notes Receivable and were due on December
     31, 1996. Negotiations are in process for the refinancing of the note. As
     collection of the note in 1999 is not likely, the note has been classified
     as long-term.

     Negotiations are in process for the refinancing of this note receivable.
     Global Environmental Corp. does not have funds available to repay the Note
     in cash and has offered to exchange its stock for the Note. The Company has
     established a 75% reserve against the carrying value of the Note in
     recognition of the potential costs involved in liquidating any noncash
     settlement of this Note. Although the Company believes such 75% reserve to
     be adequate, the reserve is an estimate based on information presently
     available. The Company's estimate could change, which would result in a
     change in the reserve in the future.



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<PAGE>   9



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATION

     The principal business of Cadema Corporation (the Company) is the financing
     and operating of business enterprises with the potential to generate
     profits and cash flow. Currently the Company is seeking joint venture
     partners as its sole operating subsidiary, Global Environmental Offshore
     Company, set up to contract for the design and installation of Air
     Pollution Control equipment and facilities for international markets, has
     generated no revenue in 1999. The Company continues to explore possible
     acquisitions and mergers as it has done in the past, seeking to enter into
     new operating situations with it can utilize its liquid assets.

     While the principal business of the Company is the financing and operating
     of business enterprises with the potential to generate profits and cash
     flow, it still intends to invest in and sell marketable securities as
     outlined in a plan approved by stockholders in 1988.


     RESULTS OF OPERATIONS

     There were no revenues in the first Nine months of 1999 or 1998, as the
     Company's operating subsidiary Global Environmental Offshore Company had no
     revenue activity.

     Operating expenses for the first Nine months of 1999 were $23,187, in line
     with 1998's first half expenses of $23,187 and represented administrative
     expenses of the parent Company.

     Other income in the first nine months totaled a loss of $81,959 as compared
     to a 1998 loss of $215,609. This contrast is due to a greater losses on the
     company's Investment Portfolio in 1998 compared to the loses incurred in
     the same period of 1999.

     The net loss applicable to common stockholders for the first nine months,
     after an accrual for a Preferred Stock dividend, was $231,918 or $.02 per
     share. For the same period of the prior year, a poorer performance by the
     Company's Investment Portfolio resulted in a loss of $366,808 or $.03 per
     share being recognized.

     LIQUIDITY AND CAPITAL RESOURCES

     Liquidity and working capital decreased by $103,581 to $164,315 in the
     first nine months of 1999 due primarily to the performance of the Company's
     marketable securities portfolio. The Company believes it has sufficient
     working capital to meet its liquidity needs over the next twelve months.


PART II
-------

ITEMS 1 THRU 5:   Not Applicable

ITEM 6:           Exhibits - Exhibit 27 Financial Data Schedule



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                                   SIGNATURES

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



                                   CADEMA CORPORATION


Dated: November 5, 1999            By: /s/ Roger D. Bensen
                                       -----------------------------------
                                           ROGER D. BENSEN
                                           Chairman of the Board and
                                           Chief Executive Officer





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