UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549




FORM
      10-Q




(Mark
      One)




S   QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For
      the
      quarterly period ended March 31,
      2008.


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 Number:  000-52446




CACTUS
      VENTURES, INC.


(Exact
      name of registrant as specified in its charter)




Nevada
            88-0378336(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)251
                Jeanell Dr., Suite 3,
              Carson
                City, NV
            89703
              (Zip
                Code)(Address
                of principal executive offices)




702-234-4148


(Registrant’s
      telephone number, including area code)




_______________________________________________________


(Former
      name, former address and former fiscal year, if changed since last
      report)




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.S   Yes£    No




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting
      company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
      Exchange Act.




Large
      accelerated filer £                                                                                                                     
      Accelerated filer £




Non-accelerated
      filer £  (Do
      not check if a smaller reporting
      company)                                      Smaller
      reporting company S




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).    S  Yes  £   No




As
      of May
      6, 2008, there were 11,155,008 shares of common stock, $.01 par value, issued
      and outstanding.






























1




PART
      I - FINANCIAL INFORMATION












ITEM
      1.  FINANCIAL STATEMENTS




The
      accompanying financial statements have been prepared by the Company without
      audit.  In the opinion of management, all adjustments (which include
      only normal recurring adjustments) necessary to present fairly the financial
      position, results of operations and cash flows at March 31, 2008 and 2007 and
      for the periods then ended have been made.  Certain information and
      footnote disclosures normally included in financial statements prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America have been condensed or omitted.  It is suggested that these
      condensed financial statements be read in conjunction with the financial
      statements and notes thereto included in the Company’s December 31, 2007 audited
      financial statements.  The results of operations for the periods ended
      March 31, 2008 and 2007 are not necessarily indicative of the operating results
      for the full year.














































2




CACTUS
      VENTURES, INC.


CONDENSED
      BALANCE SHEET


March
      31,
      2008 and December 31, 2007












ASSETS
            
            
            
            
            2008
            2007Current
                assetsCash
                in bank
            
            
            
            $
            2,290
            $
            2,314Deposits
                on hand
            
            
            
            
            0
            
            0Inventory
            
            
            
            
            0
            
            0Total
                current assets
            
            
            
            2,290
            
            2,314Equipment
                and parts
            
            
            
            
            0
            
            0(Less)
                Accumulated depreciation
            
            
            
            0
            
            00
            
            00Total
                assets
            
            
            $
            2,290
            $
            2,314LIABILITIES
                AND SHAREHOLDERS' DEFICITCurrent
                liabilitiesAccounts
                Payable
            
            
            
            $
            9,178
            $
            2,357Accrued
                legal fees
            
            
            
            
            2,860
            
            3,038Accrued
                interest
            
            
            
            
            4,800
            
            3,678State
                corporate tax payable
            
            
            
            0
            
            0Total
                current liabilities
            
            
            16,838
            
            9,072Notes
                payable related parties
            
            
            
            38,997
            
            35,959Total
                liabilities
            
            
            
            55,835
            
            45,031Shareholders'
                deficitPreferred
                stock, 10,000,000 shares , $.01 par valueauthorized,
                0 outstandingCommon
                stock, 100,000,000 shares, $.01 par valueauthorized,
                11,155,008 outstanding
            
            
            23,098
            
            23,098Paid
                in capital
            
            
            
            
            152,337
            
            152,337Retained
                deficit
            
            
            
            
            (228,980)
            
            (218,152)Total
                shareholders' deficit
            
            
            (53,545)
            
            (42,717)Total
                liabilities and shareholders' deficit
            
            $
            2,290
            $
            2,314


























The
      accompanying notes are an integral part of these financial statements






















3






CACTUS
      VENTURES, INC.


CONDENSED
      STATEMENT OF OPERATIONS


For
      the
      three months ended March 31, 2008 and 2007






2008
            2007Sales
            
            
            
            
            $
            0
            $
            0Cost
                of Goods
            
            
            
            0
            
            0Gross
                profit
            
            
            
            
            0
            
            0ExpensesBank
                charges
            
            
            
            24
            
            0Other
                costs
            
            
            
            6,821
            
            0Professional
                fees
            
            
            
            2,860
            
            0Total
                expenses
            
            
            9,705
            
            0Net
                loss from operations
            
            
            (9,705)
            
            0Other
                income (expense)Loss
                on sale
            
            
            
            0Interest
                expense
            
            
            
            (1,123)
            
            (435)State
                corporate tax expense
            
            
            0
            
            0(1,123)
            
            (435)Net
                income (loss)
            
            $
            (10,828)
            $
            (435)Loss
                per common share
            
            $
            (0.01)
            $
            (0.01)Weighted
                average ofshares
                outstanding
            
            
            
            11,155,008
            
            11,155,008






























The
      accompanying notes are an integral part of these financial statements




















4






CACTUS
      VENTURES, INC.


CONDENSED
      STATEMENT OF CASH FLOWS-INDIRECT METHOD


For
      the
      three months ended March 31, 2008 and 2007












2008
            2007CASH
                FLOWS FROMOPERATING
                ACTIVITIESNet
                income (loss)
            
            
            
            $
            (10,828)
            $
            (435)Adjustment
                to reconcile net to net cashprovided
                by operating activitiesIncrease
                in accounts payable
            
            
            6,821Increase
                in legal fees payable
            
            
            (178)
            
            (3,500)Increase
                in accrued interest
            
            
            1,123
            
            435Increase
                in state franchise tax
            
            
            0
            
            0Loss
                on transfer of assets
            
            
            
            0Rounding
                error
            
            
            
            0
            
            0NET
                CASH PROVIDEDBY
                OPERATING ACTIVITIES
            
            
            (3,062)
            
            (3,500)INVESTING
                ACTIVITIESAssets
                transferred
            
            
            
            0NET
                CASH USED ININVESTING
                ACTIVITIES
            
            
            
            0
            
            0FINANCING
                ACTIVITIESSale
                of common stock
            
            
            
            0
            
            0Related
                party notes
            
            
            
            3,038
            
            3,500NET
                CASH REALIZEDFROM
                FINANCING ACTIVITIES
            
            
            3,038
            
            3,500INCREASE
                IN CASHAND
                CASH EQUIVALENTS
            
            
            (24)
            
            0Cash
                and cash equivalentsat
                the beginning of the year
            
            
            
            2,314
            
            466CASH
                AND CASH EQUIVALENTSAT
                YEAR END
            
            
            
            $
            2,290
            $
            466


































The
      accompanying notes are an integral part of these financial statements
















5






Cactus
      Ventures, Inc.


Footnotes
      to the Condensed Financial Statements


March
      31,
      2008 and 2007










1.
            Organization
                and basis of presentation




Basis
      of
      presentation




The
      accompanying interim condensed financial statements are unaudited, but in the
      opinion of management of Cactus Ventures, Inc. (the Company), contain all
      adjustments, which include normal recurring adjustments, necessary to present
      fairly the financial position at March 31 2008, the results of operations for
      the three months ended March 31, 2008 and 2007, and cash flows for the three
      months ended March 31, 2008 and 2007.  The balance sheet as of
      December 31, 2007 is derived from the Company’s audited financial
      statements.




Certain
      information and footnote disclosures normally included in financial statements
      that have been prepared in accordance with generally accepted accounting
      principles have been condensed or omitted pursuant to the rules and regulations
      of the Securities and Exchange Commission, although management of the Company
      believes that the disclosures contained in these financial statements are
      adequate to make the information presented therein not misleading. For further
      information, refer to the financial statements and the notes thereto included
      in
      the Company’s Annual Report on Form 10-KSB for the fiscal year ended December
      31, 2007, as filed with the Securities and Exchange Commission.




The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities, disclosure of contingent
      assets and liabilities at the date of the financial statements, and the reported
      amounts of revenues and expense during the reporting period.  Actual
      results could differ from those estimates.




The
      results of operations for the three months ended March 31, 2008 are not
      necessarily indicative of the results of operations to be expected for the
      full
      fiscal year ending December 31, 2008.




Description
      of business




The
      Company was incorporated under the laws of the State of Nevada on October 6,
      1997. The Company for the past several years has had no
      activity.  Cactus Ventures, Inc. (the “Company) is a shell entity that
      is in the market for a merger with an appropriate company.




Net
      loss
      per share




Basic
      earnings per share is computed by dividing net income available to common
      stockholders by the weighted average number of common shares outstanding during
      the period.




































6






Cactus
      Ventures, Inc.


Footnotes
      to the Condensed Financial Statements


March
      31,
      2008 and 2007











2.
            New
                accounting pronouncements




The
      following accounting pronouncements if implemented would have no effect on
      the
      financial statements of the Company.




In
      June
      2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
      No. 48, Accounting
      for
      Uncertainty in Income Taxes - an Interpretation of FASB Statement
      No. 109 (FIN 48). FIN 48 prescribes a comprehensive model
      of how a company should recognize, measure, present, and disclose in its
      financial statements uncertain tax positions that the company has taken or
      expects to take on a tax return.






In
      March
      2008, the FASB issued Statement of Financial Accounting Standards ("SFAS")
      No. 161, Disclosures
      about
      Derivative Instruments and Hedging Activities (SFAS 161).
      SFAS 161 amends and expands the disclosure requirements of SFAS 133, Accounting
      for
      Derivative Instruments and Hedging Activities. It requires qualitative
      disclosures about objectives and strategies for using derivatives, quantitative
      disclosures about fair value amounts of gains and losses on derivative
      instruments, and disclosures about credit-risk-related contingent features
      in
      derivative agreements. This statement is effective for financial statements
      issued for fiscal years beginning after November 15, 2008.






In
      December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
      Combinations (SFAS 141R). SFAS 141R significantly changes the
      accounting for business combinations in a number of areas including the
      treatment of contingent consideration, preacquisition contingencies, transaction
      costs, in-process research and development, and restructuring costs. In
      addition, under SFAS 141R, changes in an acquired entity's deferred tax
      assets and uncertain tax positions after the measurement period will impact
      income tax expense. SFAS 141R is effective for fiscal years beginning after
      December 15, 2008.






The
      Emerging Issues Task Force (EITF) reached consensuses on EITF Issue
      No. 06-04, Accounting
      forDeferred
      Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar
      Life
      Insurance Arrangements (EITF 06-04) and EITF Issue No. 06-10, Accounting
      forDeferred
      Compensation and Postretirement Benefit Aspects of Collateral Assignment
      Split-Dollar Life Insurance Arrangements (EITF 06-10), which require
      that a company recognize a liability for the postretirement benefits associated
      with endorsement and collateral assignment split-dollar life insurance
      arrangements. Cactus is currently evaluating the impact, if any, that the
      provisions of EITF 06-04 and EITF 06-10 will have on its consolidated
      financial statements.




3.         
      Related party transaction




Various
      founders of the Company have performed consulting services for which the Company
      has paid them consulting fees as votedon
      during the initial board of directors meeting. There were no monies paid during
      the three months ended March 31, 2008 and 2007.




The
      Company borrowed $3,038 from various related parties and shareholders of the
      Company for working capital purposes as of March 31, 2008.




4.
            Going
                concern




The
      accompanying financial statements have been prepared on a going concern basis,
      which contemplates the realization of assets and the settlement of liabilities
      and commitments in the normal course of business.  As reflected in the
      accompanying financial statements, the company has a net loss of $10,828, a
      negative working capital deficiency of $3,062 and a stockholders’ deficiency of
      $228,980.  These factors raise substantial doubt about its ability to
      continue as a going concern.  The ability to the Company to continue
      as a going concern is dependent on the company’s ability to raise additional
      funds and implement its business plan.  The financial statements do
      not include any adjustments that might be necessary if the company is unable
      to
      continue as a going concern.










































7




ITEM
      2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS




FORWARD-LOOKING
      STATEMENT NOTICE




This
      Form
      10-Q contains certain forward-looking statements within the meaning of the
      Private Securities Litigation Reform Act of 1995.  For this purpose
      any statements contained in this Form 10-Q that are not statements of historical
      fact may be deemed to be forward-looking statements.  Without limiting
      the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,”
“estimate” or “continue” or comparable terminology are intended to identify
      forward-looking statements.  These statements by their nature involve
      substantial risks and uncertainties, and actual results may differ materially
      depending on a variety of factors, many of which are not within our
      control.  These factors include but are not limited to economic
      conditions generally and in the industries in which we may participate;
      competition within our chosen industry, including competition from much larger
      competitors; technological advances and failure to successfully develop business
      relationships.




Description
      of Business.




We
      were
      formed as a Nevada corporation on October 6, 1997 originally under the name
      Zurich U.S.A., Inc.  We were engaged in the design and distribution of
      sunglasses from our inception in 1997 until 2001.  We encountered
      numerous problems with various vendors.  On July 10, 2006, we changed
      our name to Cactus Ventures, Inc. and began focusing our efforts on seeking
      a
      business opportunity.  We have been attempting to locate and negotiate
      with a business entity for the merger of that target company into the
      Company.  In certain instances, a target company may wish to become a
      subsidiary of the Company or may wish to contribute assets to the Company rather
      than merge.  No assurances can be given that the Company will be
      successful in locating or negotiating with any target company.  The
      Company will provide a method for a foreign or domestic private company to
      become a reporting (“public”) company whose securities are qualified for trading
      in the United States secondary market.




The
      Company intends to seek, investigate, and if warranted, acquire an interest
      in a
      business opportunity.  We are not restricting our search to any
      particular industry or geographical area.  We may therefore engage in
      essentially any business in any industry.  Our management has
      unrestricted discretion in seeking and participating in a business opportunity,
      subject to the availability of such opportunities, economic conditions and
      other
      factors.




The
      selection of a business opportunity in which to participate is complex and
      extremely risky and will be made by management in the exercise of its business
      judgment.  There is no assurance that we will be able to identify and
      acquire any business opportunity which will ultimately prove to be beneficial
      to
      our company and shareholders.




Because
      we have no specific business plan or expertise, our activities are subject
      to
      several significant risks.  In particular, any business acquisition or
      participation we pursue will likely be based on the decision of management
      without the consent, vote, or approval of our shareholders.




Sources
      of Opportunities




We
      anticipate that business opportunities may arise from various sources, including
      officers and directors, professional advisers, securities broker-dealers,
      venture capitalists, members of the financial community, and others who may
      present unsolicited proposals.




We
      will
      seek potential business opportunities from all known sources, but will rely
      principally on the personal contacts of our officers and directors as well
      as
      indirect associations between them and other business and professional
      people.  Although we do not anticipate engaging professional firms
      specializing in business acquisitions or reorganizations, we may retain such
      firms if management deems it in our best interests.  In some
      instances, we may publish notices or advertisements seeking a potential business
      opportunity in financial or trade publications.




Criteria




We
      will
      not restrict our search to any particular business, industry or geographical
      location.  We may acquire a business opportunity in any stage of
      development.  This includes opportunities involving “start up” or new
      companies.  In seeking a business venture, management will base their
      decisions on the business objective of seeking long-term capital appreciation
      in
      the real value of our company.  We will not be controlled by an
      attempt to take advantage of an anticipated or perceived appeal of a specific
      industry, management group, or product.




In
      analyzing prospective business opportunities, management will consider the
      following factors:




·
            available
                technical, financial and managerial
                resources;


·
            working
                capital and other financial
                requirements;


·
            the
                history of operations, if any;


·
            prospects
                for the future;


·
            the
                nature of present and expected
                competition;


·
            the
                quality and experience of management services which may be available
                and
                the depth of the management;


·
            the
                potential for further research, development or
                exploration;


·
            the
                potential for growth and expansion;


·
            the
                potential for profit;


·
            the
                perceived public recognition or acceptance of products, services,
                trade or
                service marks, name identification; and other relevant
                factors.




Generally,
      our management will analyze all available factors and make a determination
      based
      upon a composite of available facts, without relying on any single
      factor.




















8






Methods
      of Participation of Acquisition




Management
      will review specific businesses and then select the most suitable opportunities
      based on legal structure or method of participation.  Such structures
      and methods may include, but are not limited to, leases, purchase and sale
      agreements, licenses, joint ventures, other contractual arrangements, and may
      involve a reorganization, merger or consolidation
      transaction.  Management may act directly or indirectly through an
      interest in a partnership, corporation, or other form of organization.




Procedures




As
      part
      of the our investigation of business opportunities, officers and directors
      may
      meet personally with management and key personnel of the firm sponsoring the
      business opportunity.  We may visit and inspect material facilities,
      obtain independent analysis or verification of certain information provided,
      check references of management and key personnel, and conduct other reasonable
      measures.




We
      will
      generally ask to be provided with written materials regarding the business
      opportunity.  These materials may include the following:




·
            descriptions
                of product, service and company history; management
                resumes;


·
            financial
                information;


·
            available
                projections with related assumptions upon which they are
                based;


·
            an
                explanation of proprietary products and
                services;


·
            evidence
                of existing patents, trademarks or service marks or rights
                thereto;


·
            present
                and proposed forms of compensation to
                management;


·
            a
                description of transactions between the prospective entity and its
                affiliates;


·
            relevant
                analysis of risks and competitive
                conditions;


·
            a
                financial plan of operation and estimated capital
                requirements;


·
            and
                other information deemed relevant.




Competition




We
      expect
      to encounter substantial competition in our efforts to acquire a business
      opportunity.  The primary competition is from other companies
      organized and funded for similar purposes, small venture capital partnerships
      and corporations, small business investment companies and wealthy
      individuals.




Employees




We
      do not
      currently have any employees but rely upon the efforts of our officer and
      director to conduct our business.  We do not have any employment or
      compensation agreements in place with our officers and directors although they
      are reimbursed for expenditures advanced on our behalf.




Description
      of Property.




We
      do not
      currently own any property.  We utilize office space in the residence
      of our President at no cost.  We will not seek independent office
      space until we pursue a viable business opportunity and recognize income.




Results
      of Operations for the Three Month Periods Ended March 31, 2008 and 2007




The
      Company had general and administrative expenses during the three months ended
      March 31, 2008 of $9,805 and interest expense of $1,123 resulting in a net
      loss
      of $10,828.  During the same period in 2007, the Company experienced
      $-0- in general and administrative expenses and $435 in interest expense
      resulting in a net loss of $435.  The Company anticipates incurring
      expenses relative to its SEC reporting obligations which will include legal
      and
      accounting expenses.




Liquidity
      and Capital Resources




AtMarch
      31, 2008,
      the Company’s total assets consisted of $2,290 in cash.  Liabilities at
      March 31, 2008 totaled $55,835 and consisted of $4,800 in accrued interest,
      $2,860 in accrued legal fees and $38,997 in notes payable to related
      parties.




Need
      for Additional Financing




The
      Company has no material commitments for the next twelve months. The Company
      has
      a capital deficit and its current liquidity needs cannot be met by cash on
      hand.
As a result,
      our
      independent auditors have expressed substantial doubt about our ability to
      continue as a going concern.In the past, the Company has relied on
      capital contributions from shareholders to supplement operating capital when
      necessary.  The Company anticipates that it will receive sufficient
      contributions from shareholders to continue operations for at least the next
      twelve months.  However, there are no agreements or understandings to this
      effect.  Should the Company require additional capital, it may sell common
      stock, take loans from officers, directors or shareholders or enter into debt
      financing agreements.




















9




ITEM
      3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.




Not
      required by smaller reporting companies.




ITEM
      4T.  CONTROLS AND PROCEDURES.




Our
      management with the participation and under the supervision of our Chief
      Executive Officer and Chief Financial Officer reviewed and evaluated the
      effectiveness of the design and operation of our disclosure controls and
      procedures (as defined in Rule 13a-15(e) or 15d-15(e) of the Exchange Act)
      as of
      the end of the period covered by this report. Based upon their evaluation,
      our
      Chief Executive Officer and Chief Financial Officer concluded that, as of the
      end of such period, our disclosure controls and procedures are effective and
      sufficient to ensure that we record, process, summarize, and report information
      required to be disclosed in the reports we filed under the Exchange Act within
      the time periods specified in the Securities and Exchange Commission's rules
      and
      regulations.






There
      were no changes in the Company's internal controls over financial reporting,
      known to the chief executive officer or the chief financial officer, that
      occurred during the period covered by this report that has materially affected,
      or is reasonably likely to materially affect, the Company's internal control
      over financial reporting.






PART
      II – OTHER INFORMATION




ITEM
      1.  LEGAL PROCEEDINGS.




None.




ITEM
      1A. RISK FACTORS




The
      Company's business is subject to numerous risk factors, including the
      following.




The
      Company has had
      very limited operating history and no revenues or earnings from
      operations. The Company has no significant assets or financial resources.
      The Company will, in all likelihood, sustain operating expenses without
      corresponding revenues, at least until the consummation of a business
      combination. This may result in the Company incurring a net operating loss
      which
      will increase continuously until the Company can consummate a business
      combination with a target company. There is no assurance that the Company can
      identify such a target company and consummate such a business
      combination.




Our
      proposed
      business plan is speculative in nature.  The success of the
      Company's proposed plan of operation will depend to a great extent on the
      operations, financial condition and management of the identified target company.
      While management will prefer business combinations with entities having
      established operating histories, there can be no assurance that the Company
      will
      be successful in locating candidates meeting such criteria. In the event the
      Company completes a business combination, of which there can be no assurance,
      the success of the Company's operations will be dependent upon management of
      the
      target company and numerous other factors beyond the Company's control.




The
      Company is and
      will continue to be an insignificant participant in the business of seeking
      mergers with and acquisitions of business entities. A large number of
      established and well-financed entities, including venture capital firms, are
      active in mergers and acquisitions of companies which may be merger or
      acquisition target candidates for the Company. Nearly all such entities have
      significantly greater financial resources, technical expertise and managerial
      capabilities than the Company and, consequently, the Company will be at a
      competitive disadvantage in identifying possible business opportunities and
      successfully completing a business combination. Moreover, the Company will
      also
      compete with numerous other small public companies in seeking merger or
      acquisition candidates.




Our
      management has
      limited time to devote to our business.  While seeking a
      business combination, management anticipates devoting only a limited amount
      of
      time per month to the business of the Company. The Company's sole officer has
      not entered into a written employment agreement with the Company and he is
      not
      expected to do so in the foreseeable future. The Company has not obtained key
      man life insurance on its officer and director. Notwithstanding the combined
      limited experience and time commitment of management, loss of the services
      of
      this individual would adversely affect development of the Company's business
      and
      its likelihood of continuing operations.




The
      Company's
      officer and director participates in other business ventures which may compete
      directly with the Company. Additional conflicts of interest and non-arms
      length transactions may also arise in the future.  Management has
      adopted a policy that the Company will not seek a merger with, or acquisition
      of, any entity in which any member of management serves as an officer, director
      or partner, or in which they or their family members own or hold any ownership
      interest.




Reporting
      requirements may delay or preclude an acquisition.  Section 13
      of the Securities Exchange Act of 1934 (the "Exchange Act") requires companies
      subject thereto to provide certain information about significant acquisitions
      including certified financial statements for the company acquired covering
      one
      or two years, depending on the relative size of the acquisition. The time and
      additional costs that may be incurred by some target companies to prepare such
      financial statements may significantly delay or essentially preclude
      consummation of an otherwise desirable acquisition by the Company. Acquisition
      prospects that do not have or are unable to obtain the required audited
      statements may not be appropriate for acquisition so long as the reporting
      requirements of the Exchange Act are applicable.




The
      Company has
      neither conducted, nor have others made available to it, market research
      indicating that demand exists for the transactions contemplated by the
      Company. Even in the event demand exists for a merger or acquisition of
      the type contemplated by the Company, there is no assurance the Company will
      be
      successful in completing any such business combination.




The
      Company's
      proposed operations, even if successful, will in all likelihood result in the
      Company engaging in a business combination with only one business entity.
      Consequently, the Company's activities will be limited to those engaged in
      by
      the business entity which the Company merges with or acquires. The Company's
      inability to diversify its activities into a number of areas may subject the
      Company to economic fluctuations within a particular business or industry and
      therefore increase the risks associated with the Company's operations.










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Potential
      for being
      classified an Investment Company.  Although the Company will be
      subject to regulation under the Exchange Act, management believes the Company
      will not be subject to regulation under the Investment Company Act of 1940,
      insofar as the Company will not be engaged in the business of investing or
      trading in securities. In the event the Company engages in business combinations
      which result in the Company holding passive investment interests in a number
      of
      entities, the Company could be subject to regulation under the Investment
      Company Act of 1940. In such event, the Company would be required to register
      as
      an investment company and could be expected to incur significant registration
      and compliance costs. The Company has obtained no formal determination from
      the
      Securities and Exchange Commission as to the status of the Company under the
      Investment Company Act of 1940 and, consequently, any violation of such Act
      could subject the Company to material adverse consequences.




A
      business
      combination involving the issuance of the Company's common stock will, in all
      likelihood, result in shareholders of a target company obtaining a controlling
      interest in the Company. Any such business combination may require
      shareholders of the Company to sell or transfer all or a portion of the
      Company's common stock held by them. The resulting change in control of the
      Company will likely result in removal of the present officer and director of
      the
      Company and a corresponding reduction in or elimination of his participation
      in
      the future affairs of the Company.  Currently, there are no pending
      acquisitions, business combinations or mergers.




The
      Company's
      primary plan of operation is based upon a business combination with a business
      entity which, in all likelihood, will result in the Company issuing securities
      to shareholders of such business entity. The issuance of previously
      authorized and unissued common stock of the Company would result in reduction
      in
      percentage of shares owned by the present shareholders of the Company and would
      most likely result in a change in control or management of the Company.




Federal
      and state
      tax consequences will, in all likelihood, be major considerations in any
      business combination the Company may undertake. Currently, such
      transactions may be structured so as to result in tax-free treatment to both
      companies, pursuant to various federal and state tax provisions. The Company
      intends to structure any business combination so as to minimize the federal
      and
      state tax consequences to both the Company and the target company; however,
      there can be no assurance that such business combination will meet the statutory
      requirements of a tax-free reorganization or that the parties will obtain the
      intended tax-free treatment upon a transfer of stock or assets. A non-qualifying
      reorganization could result in the imposition of both federal and state taxes
      which may have an adverse effect on both parties to the transaction.




Management
      of the
      Company will request that any potential business opportunity provide audited
      financial statements. One or more attractive business opportunities may
      choose to forego the possibility of a business combination with the Company
      rather than incur the expenses associated with preparing audited financial
      statements. In such case, the Company may choose to obtain certain assurances
      as
      to the target company's assets, liabilities, revenues and expenses prior to
      consummating a business combination, with further assurances that an audited
      financial statement would be provided after closing of such a
      transaction.  Closing documents relative thereto may include
      representations that the audited financial statements will not materially differ
      from the representations included in such closing documents.




Our
      stock will
      become subject to the Penny Stock rules, which impose significant restrictions
      on the Broker-Dealers and may affect the resale of our
      stock.   Our stock will become subject to PennyStock
      trading rules, and investors will experience resale restrictions and a lack
      of
      liquidity. A penny stock is generally a stock that:




·
            is
                not listed on a national securities exchange or
                Nasdaq;


·
            is
                listed in "pink sheets" or on the NASD OTC Bulletin
                Board;


·
            has
                a price per share of less than $5.00;
                and


·
            is
                issued by a company with net tangible assets less than $5
                million.




The
      penny
      stock trading rules impose additional duties and responsibilities upon
      broker-dealers and salespersons effecting purchase and sale transactions in
      common stock and other equity securities, including:




·
            determination
                of the purchaser's investment
                suitability;


·
            delivery
                of certain information and disclosures to the purchaser;
                and


·
            receipt
                of a specific purchase agreement from the purchaser prior to effecting
                the
                purchase transaction.




Due
      to
      the Penny Stock rules, many broker-dealers will not effect transactions in
      penny
      stocks except on an unsolicited basis.  When our common stock becomes
      subject to the penny stock trading rules,




·
            such
                rules may materially limit or restrict the ability to resell our
                common
                stock, and


·
            the
                liquidity typically associated with other publicly traded equity
                securities may not exist.




It
      is possible that
      a liquid market for our stock will never develop and you will not be able to
      sell your stock.  There is no assurance a market will be made
      in our stock.  If no market exists, you will not be able to sell your
      shares publicly, making your investment of little or no value.




ITEM
      2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS.




The
      Company did not sell or issue any securities during the period covered by this
      report.




ITEM
      3.   DEFAULTS UPON SENIOR SECURITIES.




None




ITEM
      4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.




No
      matters were submitted during the period covered by this report to a vote of
      security holders.




ITEM
      5.   OTHER INFORMATION.




None












11




ITEM
      6.   EXHIBITS.




Copies
      of
      the following documents are included as exhibits to this report pursuant to
      Item
      601 of Regulation S-K.




Exhibit
                No.
            Title
                of Document
            Location31.1
            Certification
                of the Principal Executive Officer/ Principal Financial Officer pursuant
                to Section 302 of the Sarbanes-Oxley Act of 2002
            Attached32.1
            Certification
                of the Principal Executive Officer/ Principal Financial Officer pursuant
                to U.S.C. Section 1350 as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002*
            Attached




*           
      The Exhibit attached to this Form 10-Q shall not be deemed "filed" for purposes
      of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or
      otherwise subject to liability under that section, nor shall it be deemed
      incorporated by reference in any filing under the Securities Act of 1933, as
      amended, or the Exchange Act, except as expressly set forth by specific
      reference in such filing.




SIGNATURES




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, thereunto
      duly authorized.






CACTUS
      VENTURES, INC.






Date: May
      7,
      2008                                                                   By:/s/
      Diane S. Button


Diane S. Button, President and Chief Financial Officer








































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