<PAGE> 1
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, 2000
--------------------------------------
[ ] 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)
235 LINCOLN ROAD, SUITE 204, MIAMI BEACH, FLORIDA 33139
------------------------------------------------------------------------------
(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: 10,000,000 Common Stock as
of November 17, 2000.
<PAGE> 2
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
i
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CACTUS NEW MEDIA I, INC.
(A DEVELOPMENT STAGE COMPANY)
ONDENSED BALANCE SHEETS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SEPTEMBER 30, 2000 DECEMBER 31, 1999
------------------ -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 5,673 $ 7,536
Other current assets 51 190
-------- --------
TOTAL ASSETS $ 5,724 $ 7,726
======== ========
LIABILITIES AND DEFICIENCY IN ASSETS
CURRENT LIABILITIES
Accrued liabilities, $1,340 and $9,345 to
related parties (Note 2) $ 11,039 $ 11,665
-------- --------
DEFICIENCY IN ASSETS
Common stock, $.0001 par value; shares authorized, 100,000,000;
issued and outstanding, 10,000,000 1,000 1,000
Additional paid-in capital 24,000 24,000
Note receivable - stockholders -- (17,100)
Deficit accumulated during the development stage (30,315) (11,839)
-------- --------
Total deficiency in assets (5,315) (3,939)
-------- --------
TOTAL LIABILITIES AND DEFICIENCY IN ASSETS $ 5,724 $ 7,726
======== ========
</TABLE>
See accompanying notes.
1
<PAGE> 4
CACTUS NEW MEDIA I, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
INCEPTION (MARCH 29,
THREE MONTHS ENDED NINE MONTHS ENDED 1999) THROUGH
SEPTEMBER 30, 2000 SEPTEMBER 30, 2000 SEPTEMBER 30, 2000
------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
REVENUES (NOTE 2) $ 7,310 $ 14,510 $ 16,310
------------ ------------ ------------
EXPENSES
Interest 300 900 1,700
Internet services 7,846 13,239 15,771
Licenses and taxes 200 359 579
Management fee 3,000 9,000 17,000
Office 324 558 565
Professional fees 7,699 8,840 10,840
Rent 30 90 170
------------ ------------ ------------
Total expenses $ 19,399 $ 32,986 $ 46,625
------------ ------------ ------------
NET LOSS $ (12,089) $ (18,476) $ (30,315)
============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 10,000,000 10,000,000 10,000,000
============ ============ ============
NET LOSS PER SHARE - BASIC AND DILUTED -- -- --
============ ============ ============
</TABLE>
2
<PAGE> 5
CACTUS NEW MEDIA I, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
INCEPTION (MARCH 29,
NINE MONTHS ENDED 1999) THROUGH
SEPTEMBER 30, 2000 SEPTEMBER 30, 2000
------------------ ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(18,476) $(30,315)
-------- --------
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Other current assets 139 (51)
Accrued liabilities (626) 11,039
-------- --------
Total adjustments (487) 10,988
-------- --------
Net cash used in operating activities (18,963) (19,327)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the issuance of common stock and capital contributions 17,100 25,000
-------- --------
NET INCREASE (DECREASE) IN CASH (1,863) 5,673
CASH - BEGINNING 7,536 --
-------- --------
CASH - ENDING $ 5,673 $ 5,673
======== ========
Supplemental Disclosures:
Interest paid $ -- $ --
======== ========
Income taxes paid $ -- $ --
======== ========
</TABLE>
3
<PAGE> 6
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) financial statements of Cactus
New Media I, Inc. have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and,
therefore, do not include all information and footnotes
necessary for a complete presentation of financial position,
results of operations and cash flows in conformity with
generally accepted accounting principles.
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, 2000, are not necessarily
indicative of the results that can be expected for the year
ended December 31, 2000.
The preparation of financial statements in accordance with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes.
Actual results could differ from these estimates.
The financial data at December 31, 1999 is derived from
audited financial statements which are included in the
Company's Form 10-SB and should be read in conjunction with
the audited financial statements and the notes thereto.
The Company had virtually no activity from the period from
inception (March 29, 1999) through September 30, 1999.
Accordingly, comparative amounts for the three month and nine
month periods ending September 30, 1999 are not presented.
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, $90 and $170 for the three months
ended September 30, 2000, the nine months ended September 30,
2000 and for the period from inception (March 29, 1999)
through September 30, 2000, respectively.
The Company contracted an affiliate, related by virtue of
common ownership, for management and consulting services
amounting to $3,000, $9,000 and $17,000 for the three months
ended September 30, 2000, the nine months ended September 30,
2000 and for the period from inception (March 29, 1999)
through September 30, 2000, respectively.
4
<PAGE> 7
NOTE 2. RELATED PARTY TRANSACTIONS (CONTINUED)
The Company earned revenues of $7,310, $14,510 and $16,310
related to transactions with various entities related by
virtue of common ownership for the three months ended
September 30, 2000, the nine months ended September 30, 2000
and for the period from inception (March 29, 1999) through
September 30, 2000, respectively. Also, the Company incurred
expenses relating to website trafficking fees to other website
companies, related by virtue of common ownership of $7,800,
$12,800 and $15,125 for the three months ended September 30,
2000, the nine months ended September 30, 2000 and for the
period from inception (March 29, 1999) through September 30,
2000, respectively.
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. GOING CONCERN
The Company has been in the development stage since its
inception on March 29, 1999. At September 30, 2000 the Company
has 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.
5
<PAGE> 8
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.
Comparisons of results of operations are impossible since the Company
was incorporated during 1999.
PLAN OF OPERATIONS
The Company is in its development stage. It has recognized limited
revenues of $1,800 from inception through December 31, 1999 and $16,310 from
inception through September 30, 2000. Management believes it will continue to
operate at a loss for the next 12 months. The Company expects to have limited
sales, if any, as the Company continues to develop its Internet and
telecommunication business.
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. After such time, the Company
anticipates that it will need to raise additional funds through private or
public offerings or additional borrowings.
Management does not anticipate any significant purchase of equipment.
The number and level of the Company's employees and consultants at year end
December 31, 1999 and September 30, 2000, is adequate to maintain business.
6
<PAGE> 9
SALES
From the period from inception through December 31, 1999, the Company
earned revenues of $1,800 related to transactions with various entities related
by virtue of common ownership. In generating these revenues, the Company also
incurred expenses of $2,325 relating to website trafficking fees to other
website companies related by common ownership.
From inception through September 30, 2000, 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 related to website trafficking fees to other website
companies related by common ownership.
EXPENSES
The Company incurred expenses for management fees, consulting and other
costs of operations from inception through December 31, 1999. These expenses
totaled approximately $13,639. From inception through September 30, 2000, the
Company has incurred expenses totaling approximately $46,625. The Company's
expenses will increase as its business develops.
RESULTS OF OPERATIONS
As stated previously, from its inception to September 30, 2000 the
Company was primarily involved in organization and development of business.
Consequently, the Company suffered operating and cash flow losses. The Company's
net loss for the period from inception through December 31, 1999, was $11,839.
The Company's net loss from inception through September 30, 2000, was $30,315.
The Company expects similar losses for the next 12 months.
7
<PAGE> 10
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
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:
(27.1) Financial Data Schedule
(b) Reports on Form 8-K
None.
8
<PAGE> 11
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 17, 2000
9
