UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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



For the quarterly period ended June 30, 2012.

or

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



For the transition period from _________ to
__________







CACTUS VENTURES, INC.

(Exact name of registrant as specified in its
charter)



|Nevada                                                         |           | 000-52446                           
|-------------------------------------------------------------- | --------- | ------------------------------------
|(State or Other Jurisdiction of Incorporation or Organization) |           | (I.R.S. Employer Identification No.)
|                                                               |           |                                     
|                                                               | 000-52446 |                                     
|(Commission File Number)                                      
|                                                               |           |                                     
|                                                               |           |                                     
|123 W. Nye Lane, Suite 129 Carson City                         |           | 89706                               
|(Address of Principal Executive Offices)                       |           | (Zip Code)                          
|                                                               |           |                                     
|                                                               |           |                                     







831-770-0217

(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.

☑
.Yes.☐
  No



Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).

☑
. 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   | ☐ | Smaller reporting company | ☑
|                        |   |                           |  





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



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:



Indicate by check mark whether the registrant
has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a court. ☐ . Yes ☐ . No



APPLICABLE ONLY TO CORPORATE ISSUERS:



Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of August 6, 2012: 11,155,008









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 June 30, 2012 and 2011and
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, 2011 audited financial statements. The results of operations for the periods ended
June 30, 2012 are not necessarily indicative of the operating results for the full year.











CACTUS VENTURES, INCORPORATED

CONDENSED BALANCE SHEET

June 30, 2012 and December 31, 2011





|                                             |  | Unaudited |          | Audited
|-------------------------------------------- |  | --------- | -------- | -------
|ASSETS                                       |  | 2012      |          | 2011   
|Current assets                               |  |           |          |        
|Cash in bank                                 |  | $         | 142      |        
|Deposits on hand                             |  |           | 0        |        
|Inventory                                    |  |           | 0        |        
|Total current assets                         |  |           | 142      |        
|Equipment and parts                          |  |           | 0        |        
|(Less) Accumulated depreciation              |  |           | 0        |        
|                                             |  |           | 0        |        
|                                             |  |           |          |        
|Total assets                                 |  | $         | 142      |        
|LIABILITIES AND SHAREHOLDERS' EQUITY         |  |           |          |        
|Current liabilities                          |  |           |          |        
|Accounts Payable                             |  | $         | 6        |        
|Accrued Legal Fees                           |  |           | 550      |        
|Accrued interest                             |  |           | 28,602   |        
|State corporate tax payable                  |  |           | 0        |        
|Total current liabilities                    |  |           | 29,158   |        
|Notes payable related parties                |  |           | 71,260   |        
|Total liabilities                            |  |           | 100,418  |        
|Shareholders' deficit                        |  |           |          |        
|Preferred stock, 100,000,000 shares $.01 par |  |           |          |        
|authorized, 0 outstanding                    |  |           |          |        
|Common stock, 100,000,000 shares, $.01 par   |  |           |          |        
|authorized, 11,155,008 outstanding           |  |           | 111,550  |        
|Paid in capital                              |  |           | 63,885   |        
|Retained deficit                             |  |           | (275,711 | )      
|Total shareholders' equity                   |  |           | (100,276 | )      
|Total liabilities and shareholders' equity   |  | $         | 142      |        



The accompanying notes are an integral part of
these financial statements





CACTUS VENTURES, INCORPORATED

CONDENSED STATEMENT OF OPERATIONS

For the six months ended June 30, 2012 and
2011



|                             |  | 2012 |            | 2011
|---------------------------- |  | ---- | ---------- | ----
|Sales                        |  | $    | 0          |     
|Cost of Goods                |  |      | 0          |     
|Gross profit                 |  |      | 0          |     
|Expenses                     |  |      |            |     
|Bank charges                 |  |      | 0          |     
|Other costs                  |  |      | 2,390      |     
|Professional fees            |  |      | 10,960     |     
|Total expenses               |  |      | 13,350     |     
|Net loss from operations     |  |      | (13,350    | )   
|Other income (expense)       |  |      |            |     
|Gain on retention of deposit |  |      | 0          |     
|Interest expense             |  |      | (2,597     | )   
|State corporate tax expense  |  |      | 0          |     
|                             |  |      | (2,597     | )   
|Net income (loss)            |  | $    | (15,947    | )   
|Loss per common share        |  | $    | (0.01      | )   
|Weighted average of          |  |      |            |     
|shares outstanding           |  |      | 11,155,008 |     

























The accompanying notes are an integral part of
these financial statements









CACTUS VENTURES, INCORPORATED

STATEMENT OF CASH FLOWS-INDIRECT METHOD

For the six months ended June 30, 2012 and
2011



|                                        |  | 2012 |         | 2011
|--------------------------------------- |  | ---- | ------- | ----
|CASH FLOWS FROM                         |  |      |         |     
|OPERATING ACTIVITIES                    |  |      |         |     
|Net income (loss)                       |  | $    | (15,947 | )   
|Adjustment to reconcile net to net cash |  |      |         |     
|provided by operating activities        |  |      |         |     
|Increase in Legal fees payable          |  |      | 250     |     
|Increase in accounts payable            |  |      | 0       |     
|Increase in accrued interest            |  |      | 2,597   |     
|Rounding error                          |  |      | 0       |     
|NET CASH PROVIDED                       |  |      |         |     
|BY OPERATING ACTIVITIES                 |  |      | (13,100 | )   
|INVESTING ACTIVITIES                    |  |      |         |     
|Retire note payable                     |  |      | 0       |     
|NET CASH USED IN                        |  |      |         |     
|INVESTING ACTIVITIES                    |  |      | 0       |     
|FINANCING ACTIVITIES                    |  |      |         |     
|Assignment of a/p to related party      |  |      | 0       |     
|Related party notes                     |  |      | 13,092  |     
|NET CASH REALIZED                       |  |      |         |     
|FROM FINANCING ACTIVITIES               |  |      | 13,092  |     
|INCREASE IN CASH                        |  |      |         |     
|AND CASH EQUIVALENTS                    |  |      | (8      | )   
|Cash and cash equivalents               |  |      |         |     
|at the beginning of the year            |  |      | 150     |     
|CASH AND CASH EQUIVALENTS               |  |      |         |     
|AT YEAR END                             |  | $    | 142     |     





















The accompanying notes are an integral part of
these financial statements









Cactus Ventures, Inc

Footnotes to the Condensed Financial Statements

June 30, 2012 and December 31, 2011





| | 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 June 30, 2012, the results of operations
and cash flows for the six months ended June 30, 2012 and 2011. The balance sheet as of December 31, 2011 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-K for the fiscal year ended December 31, 2011, 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 six months
ended June 30, 2012 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending
December 31, 2012.



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.





| | 2. | Recent accounting pronouncements not yet adopted
| | -- | ------------------------------------------------



As of the date of this report, there are no
recent accounting pronouncements that have not yet been adopted that we believe would have a material impact on our 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 six months ended June 30, 2012 and 2011.



The Company borrowed $13,092 and $9,351 from
various related parties and shareholders of the Company for working capital purposes as of June 30, 2012 and 2011 respectively.
The Company repaid $0 and $25,000 in notes payable to related parties as of June 30, 2012 and 2011 respectively.



In addition, related parties assumed $10,694
in accounts payable as of June 30, 2011.



4. Three Month Data – Second Quarter
2012 and 2011



|                          |   | 2012     |  |  |  |   | 2011   
|------------------------- | - | -------- |  |  |  | - | -------
|                          |   |          |  |  |  |   |        
|Revenue                   | $ | 0        |  |  |  | $ | 0      
|                          |   |          |  |  |  |   |        
|Expense                   |   | (13,350) |  |  |  |   | (3,936)
|                          |   |          |  |  |  |   |        
|Operating Loss            |   | (13,350) |  |  |  |   | (3,936)
|                          |   |          |  |  |  |   |        
|Other Revenue and Expense |   | (2,597)  |  |  |  |   | (1,184)
|                          |   |          |  |  |  |   |        
|Three Month Loss          | $ | (15,947) |  |  |  | $ | (5,120)
|                          |   |          |  |  |  |   |        
|                          |   |          |  |  |  |   |        









| | 5. | 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 negative working capital
deficiency of $29,016 and a stockholders’ deficiency of $100,276. 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.



| | 6. | Letter of Intent
| | -- | ----------------



On April 29th, 2011, the Company
signed a non-binding Confidential Letter of Intent (LOI) with a private company with respect to a possible Share Exchange Transaction,
pending continued discussions, negotiations and completion of due diligence. In good faith, a trust agent received a deposit of
$25,000. On May 16, 2011, the deposits became non-refundable in accordance with the specifications of the LOI. On June 15, 2011,
the Company signed Addendum 1 to the Confidential Letter of Intent (CLOI) which amended the closing date no later than July 31,
2011. O August 1, 2011, the Confidential Letter of Intent expired and the deal was abandoned.



| | 7. | Subsequent events
| | -- | -----------------



Management has determined that there are no
further events subsequent to the balance sheet date that should be disclosed in these financial statement

















ITEM 2. PLAN OF OPERATIONS



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION OR PLAN OF OPERATION



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. On July 10, 2006, we changed our name to Cactus Ventures,
Inc. and began pursuing our business of marketing sunglasses. The Company encountered numerous problems with various vendors and
ceased its operations. The Company has now focused its efforts on seeking a business opportunity. The Company will attempt 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. We are now considered a “blank check” company.



The Company will attempt
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 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.



Methods of Participation of Acquisition



Management will review
specific business 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 transactions. 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.



Plan of Operation



The Company is seeking
to acquire assets or shares of an entity actively engaged in business which generates revenues. The Company has no particular acquisitions
in mind and has not entered into any negotiations regarding such an acquisition. None of the Company’s officers, directors,
promoters or affiliates have engaged in any substantive contact or discussions with any representative of any other company regarding
the possibility of an acquisition or merger between the Company and such other company as of the date of this annual report. The
Board of Directors intends to obtain certain assurances of value of the target entity’s assets prior to consummating such
a transaction. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution
to present stockholders of the Company.



The Company’s current
operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle
the administrative and reporting requirements of a public company. To demonstrate our commitment to maintaining ethical reporting
and business practices, we adopted a Code of Ethics and Business Conduct.



The Company has, and will
continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets.
However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling
ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering.
The owners of the acquisition candidate will, however, incur significant legal and accounting costs in connection with the acquisition
of a business opportunity, including the costs of preparing Form 8-K’s, 10-K’s, 10-Q’s, agreements and related
reports and documents.



Results of Operations – Three Months
Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011



We have $142 cash on hand
and have experienced operating losses since inception. We did not generate any revenues from operations during the periods ended
June 30, 2012 and 2011. Expenses during the period ended June 30, 2012 were $13,350 with interest expense of $2,597 compared to
expenses of $6,041 with interest expense of $2,509 for the period ended June 30, 2011. Expenses for both periods consisted entirely
of general and administrative expenses. These expenses were due to professional, legal and accounting fees relating to our reporting
requirements.



As a result of the foregoing
factors, we realized a net loss of $15,947 for the period ended June 30, 2012. For the period ended June 30, 2011, we had a gain
of $25,000 for retention of deposit which resulted in a net gain of $16,450.



Liquidity and Capital Resources



The Company’s balance
sheet as of June 30, 2012, reflects total assets of $142 in cash. As of June 30, 2012, our liabilities were $100,418 which included
$6 in accounts payable, $71,260 in notes payable to related parties, $550 in accrued legal fees, and $28,602 in accrued interest.
The Company borrowed $13,092 and $9,351 from various related parties and shareholders of the Company for working capital purposes
as of June 30, 2012 and 2011 respectively. We repaid $-0- and $25,000 in notes payable to related parties as of June 30, 2012 and
2011 respectively. In addition, related parties assumed $10,694 in accounts payable as of June 30, 2011.



Various founders of the
Company have performed consulting services for which the Company has paid them consulting fees as voted on during the initial board
of directors meeting. There were $0 and $-0- paid to a related party for continuous maintenance of records during the three months
ended June 30, 2012 and 2011.



We anticipate our expenses
for the next twelve months will be approximately $20,000. In the past we have relied on advances
from our president to cover our operating costs. Management anticipates that we will receive sufficient advances from our president
to meet our needs through the next 12 months. However, there can be no assurances to that effect.Our
need for capital may change dramatically if we acquire an interest in a business opportunity during that period. At present, we
have no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no
assurance that we will identify a business venture suitable for acquisition in the future. Further, we cannot assure that we will
be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage any business venture
we acquire. Should we require additional capital, we may seek additional advances from officers, sell common stock or find other
forms of debt financing.



The Company has no other
assets or line of credit, other than that which present management may agree to extend to or invest in the Company, nor does it
expect to have one before a merger is effected. The Company will carry out its business plan as discussed above. The Company cannot
predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination
or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company may eventually
acquire.



Our
current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition
and to handle the administrative and reporting requirements of a public company.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.



Not required by smaller reporting companies.



ITEM 4. CONTROLS AND PROCEDURES.



(a) Evaluation of Disclosure Controls and
Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including our
chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls
and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange
Act’’). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure
that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated
and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation,
our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, as
of June 30, 2012, in ensuring that material information that we are required to disclose in reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission rules and forms.



(b) Changes in Internal Control over Financial
Reporting. There were no changes in our system of internal controls over financial reporting during the period covered by this
report that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART II – OTHER INFORMATION





ITEM 1A. RISK FACTORS



Not Applicable.



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



None.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES.



None



ITEM 4. MINE SAFETY DISCLOSURES



Not applicable.



ITEM 5. OTHER INFORMATION.



None



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                                                                                                                                                                   |  | Location
|------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------
|                    |  |                                                                                                                                                                                     |  |         
|31                  |  | Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                             |  | Attached
|                    |  |                                                                                                                                                                                     |  |         
|32                  |  | 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
|                    |  |                                                                                                                                                                                     |  |         
|101.INS             |  | XBRL Instance Document                                                                                                                                                              |  | Attached
|                    |  |                                                                                                                                                                                     |  |         
|101.SCH             |  | XBRL Taxonomy Extension Schema Document                                                                                                                                             |  | Attached
|                    |  |                                                                                                                                                                                     |  |         
|101.CAL             |  | XBRL Taxonomy Calculation Linkbase Document                                                                                                                                         |  | Attached
|                    |  |                                                                                                                                                                                     |  |         
|101.DEF             |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                |  | Attached
|                    |  |                                                                                                                                                                                     |  |         
|101.LAB             |  | XBRL Taxonomy Label Linkbase Document                                                                                                                                               |  | Attached
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|101.PRE             |  | XBRL Taxonomy Presentation Linkbase Document                                                                                                                                        |  | 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: ______________ By:/s/ Diane S. Button

Diane S. Button, President and Chief Financial
Officer









Exhibit 31

CERTIFICATION



I,Diane
S. Button, certify that:



1. I have reviewed this quarterly report on Form 10-Q, of Cactus
Ventures, Inc. for the fiscal quarter ended June 30, 2012;



2. Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;



3. Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4. The registrant’s other certifying
officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e) and internal control over financial reportings (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:

(a) Designed such disclosure controls and procedures,
or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;

(b) Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the
registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and

5. The registrant’s
other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):



(a) All significant deficiencies
and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and



(b) Any fraud, whether
or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.



Date: ________________________



/s/ Diane S. Button

Diane S. Button

President, Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Financial Officer)











Exhibit 32



CERTIFICATION OF PERIODIC REPORT

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



I, Diane S. Button, President, Treasurer, Chief
Executive Officer and Chief Financial Officers of Cactus Ventures, Inc., (the “Company”), certify, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:



| | (1) | the Quarterly Report on Form 10-Q, of the Company for the fiscal quarter ended June 30, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78 o(d)); and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------



Date: _________________



/s/ Diane S. Button

Diane S. Button

President and Chief Executive Officer

Treasurer and Chief Financial Officer





A signed original of this written statement required by Section 906 of the
Sarbanes-Oxley Act has been furnished to Cactus Ventures, Inc. and will be retained by Cactus Ventures, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.