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      per response . . . . 182


**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**





(Mark
      One)





xx  QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
      the
      quarterly period ended September 30, 2007





⁪  TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


For
      the
      transition period from ______________ to _____________




Commission
      file number **000-52446**





**CACTUS
      VENTURES, INC.**


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





**NEVADA**        **88-0378336**


(State
      or
      other jurisdiction of incorporation or organization)     (IRS
      Employer Identification No.)





**251
      Jeanell Dr., Suite 3, Carson City, NV 89703**


(Address
      of principal executive offices)





**702-234-4148**


(Issuer’s
      telephone number)





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





Check
      whether the issues (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act 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
      xx No
⁪





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      13b-2 of the Exchange Act).


Yes
      xx No
⁪





**APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY**


**PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS**





Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section 12, 13, or 15(d) of the Exchange Act after the distribution of
      securities under a plan confirmed by a court.      Yes
⁪
No
      ⁪





**APPLICABLE
      ONLY TO CORPORATE ISSUES**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date:





**As
      of November 13, 2007, the Company had 22,309,815 shares of $0.01 par value
      common stock issued and outstanding.**





Transitional
      Small Business Disclosure Format (Check one): Yes ⁪ No xx








SEC2334(9-05)  **Persons
      who are to respond to the collection of information contained in this form
      are**


**not
      required to respond unless the form displays a currently valid OMB
      control**


**number.**


1


**CACTUS
      VENTURES, INC.**


**(A
      Development Stage Company)**








**TABLE
      OF CONTENTS**





**Page**





**Part
      I**  **Financial
      Information**




Balance
      Sheets (Unaudited) - September 30, 2007


and
      December 31,
      2005                                                                                                                                         
3





Statements
      of Operations (Unaudited) for the


Nine
      Months Ended September 30, 2007 and
      2006                                                                                          
4





Statement
      of Shareholders’ Deficit for the


Nine
      Months Ended September 30, 2007 and
      2006                                                                                          
5





Statements
      of Cash Flows (Unaudited) for the


Nine
      Months Ended September 30, 2007 and
      2006                                                                                          
6





Notes
      to
      the Condensed Financial
      Statements                                                                                                
7




Item
      2.
 Management’s Discussion and Analysis of Financial


Condition
      and Results of
      Operations                                                                                                            
11





Item
      3.
 Controls and
      Procedures                                                                                                                       
13





**Part
      II**  **Other
      Information**





Item
      6.
 Exhibits and Reports on Form
      8-K 14





Signatures 14


2


**PART
      I- FINANCIAL INFORMATION**





**ITEM
      1. Consolidated Financial Statements**


**In
      the opinion of management, the accompanying unaudited financial statements
      included in this Form 10-QSB reflect all adjustments (consisting only of normal
      recurring accruals) necessary for a fair presentation of the results of
      operations for the periods presented. The results of operations for the periods
      presented are not necessarily indicative of the results to be expected for
      the
      full year.**


CACTUS
      VENTURES, INCORPORATED


CONDENSED
      BALANCE SHEET


September
      30, 2007 and December 31, 2006








ASSETS
            
            
            
            
            2007
            2006Current
                assetsCash
                in bank
            
            
            
            $
            6,432
            $
            466Deposits
                on hand
            
            
            
            
            0
            
            0Inventory
            
            
            
            
            0
            
            0Total
                current assets
            
            
            
            6,432
            
            466Equipment
                and parts
            
            
            
            
            0
            
            0(Less)
                Accumulated depreciation
            
            
            
            0
            
            00
            
            00
            
            0Total
                assets
            
            
            $
            6,432
            $
            466LIABILITIES
                AND SHAREHOLDERS' EQUITYCurrent
                liabilitiesAccounts
                payable
            
            
            
            
            0
            $
            3,500Accrued
                interest
            
            
            
            
            3,540
            
            870State
                Corporate Tax payable
            
            
            
            0
            
            0Total
                current liabilities
            
            
            3,540
            
            4,370Notes
                payable related parties
            
            
            
            31,459
            
            14,500Total
                liabilities
            
            
            
            34,999
            
            18,870Shareholders'
                deficitCommon
                stock, 50,000,000 sharesauthorized,
                22,309,815 outstanding
            
            
            23,098
            
            23,098Paid
                in capital
            
            
            
            
            152,337
            
            152,337Retained
                deficit
            
            
            
            
            (204,002)
            
            (193,839)Total
                shareholders' equity
            
            
            (28,567)
            
            (18,404)Total
                liabilities and shareholders' equity
            
            $
            6,432
            $
            466





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








3


CACTUS
      VENTURES, INCORPORATED


STATEMENT
      OF OPERATIONS


For
      the
      nine months ending September 30, 2007 and 2006





2007
            2006Sales
            
            
            
            
            $
            0
            $
            0Cost
                of Goods
            
            
            
            0
            
            0Gross
                profit
            
            
            
            
            0
            
            0ExpensesBank
                charges
            
            
            
            6
            
            30Office
                supplies
            
            
            
            236
            
            0Professional
                fees
            
            
            
            6,505
            
            10,000Other
                costs
            
            
            
            471
            
            0Licenses
                and permits
            
            
            275
            
            0Total
                expenses
            
            
            7,493
            
            10,030Net
                loss from operations
            
            
            (7,493)
            
            (10,030)Other
                income (expense)Interest
                expense
            
            
            
            (2,670)
            
            0State
                corporate tax expense
            
            
            0
            
            0(2,670)
            
            0Net
                income (loss)
            
            $
            (10,163)
            $
            (10,030)Loss
                per common share
            
            $
            (0.01)
            $
            (0.01)Weighted
                average ofshares
                outstanding
            
            
            
            2,976,482
            
            2,976,482



































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


4


CACTUS
      VENTURES, INCORPORATED


STATEMENT
      OF SHAREHOLDERS’ DEFICIT


For
      the
      nine months ending September 30, 2007 and 2006








Common
                stock
            
            PaidIn
            
            RetainedShares
            
            Amount
            
            Capital
            
            Deficit
            
            TotalDecember
                31, 2005
            
            22,309,815
            $
            23,098
            $
            152,337
            $
            (175,435)
            $
            0Net
                loss for the period
            
            
            
            
            
            
            
            (10,030)
            
            (10,030)September
                30, 2006
            
            22,309,815
            $
            23,098
            $
            152,337
            $
            (185,465)
            $
            (10,030)December
                31, 2006
            
            22,309,815
            $
            23,098
            $
            152,337
            $
            (193,839)
            $
            (18,404)Stock
                purchase
            
            0
            
            0
            
            
            
            
            
            0Net
                loss for period
            
            
            
            
            
            
            
            (10,163)
            
            (10,163)September
                30, 2007
            
            22,309,815
            $
            23,098
            $
            152,337
            $
            (204,002)
            $
            (28,567)













































































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


5


CACTUS
      VENTURES, INCORPORATED


STATEMENT
      OF CASH FLOWS-INDIRECT METHOD


For
      the
      nine months ending September 30, 2007 and 2006








2007
            2006CASH
                FLOWS FROMOPERATING
                ACTIVITIESNet
                income (loss)
            
            
            
            $
            (10,163)
            $
            (10,030)Adjustment
                to reconcile net to net cashprovided
                by operating activitiesDecrease
                in accounts payable
            
            
            (3,500)
            
            0Increase
                in accrued interest
            
            
            2,670
            
            0Increase
                in state franchise tax
            
            
            0
            
            0Loss
                on transfer of assets
            
            
            
            0
            
            0Increase
                of deposits on hand
            
            
            0
            
            0NET
                CASH PROVIDEDBY
                OPERATING ACTIVITIES
            
            
            (10,993)
            
            (10,030)INVESTING
                ACTIVITIESAssets
                transferred
            
            
            
            0
            
            0NET
                CASH USED ININVESTING
                ACTIVITIES
            
            
            
            0
            
            0FINANCING
                ACTIVITIESSale
                of common stock
            
            
            
            0
            
            2,000Borrowings
                from shareholder
            
            
            16,959
            
            8,500NET
                CASH REALIZEDFROM
                FINANCING ACTIVITIES
            
            
            16,959
            
            10,500INCREASE
                IN CASHAND
                CASH EQUIVALENTS
            
            
            5,966
            
            470Cash
                and cash equivalentsat
                the beginning of the year
            
            
            
            466
            
            0CASH
                AND CASH EQUIVALENTSAT
                YEAR END
            
            
            
            $
            6,432
            $
            470


























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


6


Cactus
      Ventures, Inc


Footnotes
      to the Condensed Financial Statements


September
      30, 2007 and 2006





**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 September 30, 2007, the results of operations
      for the nine months ended September 30, 2007 and 2006, and cash flows for the
      nine months ended September 30, 2007 and 2006. The balance sheet as of December
      31, 2006 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, 2006, 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 nine months ended September 30, 2007 are not
      necessarily indicative of the results of operations to be expected for the
      full
      fiscal year ending December 31, 2007.





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.





Material
      adjustments





It
      is
      management’s opinion that all adjustments necessary for a fair statement of the
      results for the interim periods have been made.


7





**2.**
            **New
                accounting pronouncements**





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





In
      February 2006, the FASB issued SFAS No. 155, “ *Accounting
      for Certain Hybrid Financial Instruments* ”
(SFAS
      155”), which amends SFAS No. 133, “Accounting for Derivatives Instruments and
      Hedging Activities” (“SFAS 133”) and SFAS No. 140, “ *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishment of
      Liabilities* ”
(SFAS
      140”). SFAS 155 amends SFAS 133 to narrow the scope exception for interest-only
      and principal-only strips on debt instruments to include only such strips
      representing rights to receive a specified portion of the contractual interest
      or principle cash flows. SFAS 155 also amends SFAS 140 to allow qualifying
      special-purpose entities to hold a passive derivative financial instrument
      pertaining to beneficial interests that itself is a derivative instruments.
      The
      Company is currently evaluating the impact this new Standard, but believes
      that
      it will not have a material impact on the Company’s financial
      position.





In
      March
      2006 FASB issued SFAS 156 ‘Accounting for Servicing of Financial Assets’ this
      Statement amends FASB Statement No. 140, *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishments of
      Liabilities,* with
      respect to the accounting for separately recognized servicing assets and
      servicing liabilities. This Statement:





1.
            Requires
                an entity to recognize a servicing asset or servicing liability each
                time
                it undertakes an obligation to service a financial asset by entering
                into
                a servicing contract.2.
            Requires
                all separately recognized servicing assets and servicing liabilities
                to be
                initially measured at fair value, if practicable.3.
            Permits
                an entity to choose ‘Amortization method’ or ‘Fair value measurement
                method’ for each class of separately recognized servicing assets and
                servicing liabilities:4.
            At
                its initial adoption, permits a one-time reclassification of
                available-for-sale securities to trading securities by entities with
                recognized servicing rights, without calling into question the treatment
                of other available-for-sale securities under Statement 115, provided
                that
                the available-for-sale securities are identified in some manner as
                offsetting the entity’s exposure to changes in fair value of servicing
                assets or servicing liabilities that a servicer elects to subsequently
                measure at fair value.5.
            Requires
                separate presentation of servicing assets and servicing liabilities
                subsequently measured at fair value in the statement of financial
                position
                and additional disclosures for all separately recognized servicing
                assets
                and servicing liabilities.





This
      Statement is effective as of the beginning of the Company’s first fiscal year
      that begins after September 15, 2006. Management believes that this statement
      will not have a significant impact on the consolidated financial
      statements.





In
      September 2006, FASB issued SFAS 157 ‘Fair Value Measurements.’ This Statement
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles (GAAP), and expands disclosures about
      fair value measurements.





This
      Statement applies under other accounting pronouncements that require or permit
      fair value measurements, the Board having previously concluded in those
      accounting pronouncements that fair value is the relevant measurement attribute.
      Accordingly, this Statement does not require any new fair value measurements.
      However, for some entities, the application of this Statement will change
      current practice. This Statement is effective for financial statements issued
      for fiscal years beginning after November 15, 2007, and interim periods within
      those fiscal years. The management is currently evaluating the effect of this
      pronouncement on financial statements.


8





In
      September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit
      Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87,
      88, 106, and 132(R)’ This Statement improves financial reporting by requiring an
      employer to recognize the over funded or under funded status of a defined
      benefit postretirement plan (other than a multiemployer plan) as an asset or
      liability in its statement of financial position and to recognize changes in
      that funded status in the year in which the changes occur through comprehensive
      income of a business entity or changes in unrestricted net assets of a
      not-for-profit organization. This Statement also improves financial reporting
      by
      requiring an employer to measure the funded status of a plan as of the date
      of
      its year-end statement of financial position, with limited exceptions. An
      employer with publicly traded equity securities is required to initially
      recognize the funded status of a defined benefit postretirement plan and to
      provide the required disclosures as of the end of the fiscal year ending after
      December 15, 2006. An employer without publicly traded equity securities is
      required to recognize the funded status of a defined benefit postretirement
      plan
      and to provide the required disclosures as of the end of the fiscal year ending
      after June 15, 2007. However, an employer without publicly traded equity
      securities is required to disclose the following information in the notes to
      financial statements for a fiscal year ending after December 15, 2006, but
      before June 16, 2007, unless it has applied the recognition provisions of this
      Statement in preparing those financial statements:





a)
            A
                brief description of the provisions of this Statementb)
            The
                date that adoption is requiredc)
            The
                date the employer plans to adopt the recognition provisions of this
                Statement, if earlier.





The
      requirement to measure plan assets and benefit obligations as of the date of
      the
      employer’s fiscal year-end statement of financial position is effective for
      fiscal years ending after December 15, 2008. The management is currently
      evaluating the effect of this pronouncement on financial
      statements.





In
      February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for
      Financial Assets and Financial Liabilities. FASB 159 is effective for fiscal
      years beginning after November 15, 2007. Early adoption is permitted subject
      to
      specific requirements outlined in the new Statement. Therefore, calendar-year
      companies may be able to adopt FASB 159 for their first quarter 2007 financial
      statements.





The
      new
      Statement allows entities to choose, at specified election dates, to measure
      eligible financial assets and liabilities at fair value that are not otherwise
      required to be measured at fair value. If a company elects the fair value option
      for an eligible item, changes in that item's fair value in subsequent reporting
      periods must be recognized in current earnings. FASB 159 also establishes
      presentation and disclosure requirements designed to draw comparison between
      entities that elect different measurement attributes for similar assets and
      liabilities.





The
      Management asserts that the preceding accounting pronouncements will have no
      effect on the financial statements of the Company.





**3.**  **Related
      party transaction**





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 no monies paid during the
      nine months ended September 30, 2007 and 2006.





The
      Company borrowed $31,459 and $14,500 from various related parties and
      shareholders of the Company for working capital purposes as of September 30,
      2007 and 2006 respectively.





9


**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 $10,163 a
      negative working capital deficiency of $25,000 and a stockholders’ deficiency of
      $28,567. 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.





10


**ITEM
      2. Management’s Discussion and Analysis of Financial Condition or Plan of
      Operations**





**Safe
      Harbor for Forward-Looking Statements**





When
      used
      in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,”
“estimate,” “project,” “intend,” and similar expressions are intended to
      identify forward-looking statements within the meaning of Section 27a of the
      Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934
      regarding events, conditions, and financial trends that may affect the Company’s
      future plans of operations, business strategy, operating results, and financial
      position. Persons reviewing this report are cautioned that any forward-looking
      statements are not guarantees of future performance and are subject to risks
      and
      uncertainties and that actual results may differ materially from those included
      within the forward-looking statements as a result of various factors. Such
      factors are discussed under the “Item 2. Management’s Discussion and Analysis of
      Financial Condition or Plan of Operations,” and also include general economic
      factors and conditions that may directly or indirectly impact the Company’s
      financial condition or results of operations.





**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 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.





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.


11





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 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.


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**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 Nine Month Periods Ended September 30, 2007 and
      2006**





The
      Company has not generated revenue for the periods ending September 30, 2007
      and
      2006.





The
      Company had general and administrative expenses during the nine months ended
      September **** 30,
      2007
      of $7,493 and interest expense of $2,670 resulting in a net loss of $10,163.
      During the same period in 2006, the Company experienced $10,030 in general
      and
      administrative expenses and $-0- in interest expense resulting in a net loss
      of
      $10,030. The Company anticipates incurring expenses relative to its SEC
      reporting obligations which will include legal and accounting
      expenses.





**Liquidity
      and Capital Resources**





At
      September 30, 2007, the Company’s total assets consisted of $6,432 in cash.
 Liabilities at September 30, 2007 totaled $34,999 and consisted of $3,540
      in accrued interest and $31,459 in notes payable to related
      parties.





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.





**ITEM
      3. Controls and Procedures**





(a) *Evaluation
      of disclosure controls and procedures* .
      Based
      on the evaluation of our disclosure controls and procedures (as defined in
      Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) required by
      Securities Exchange Act Rules 13a-15(b) or 15d-15(b), our Chief Executive
      Officer/Chief Financial Officer has concluded that as of the end of the period
      covered by this report, our disclosure controls and procedures were
      effective.




(b) *Changes
      in internal controls* .
      There
      were no changes in our internal control over financial reporting that occurred
      during our most recent fiscal quarter that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.


13





**PART
      II - OTHER INFORMATION**





**ITEM
      6. Exhibits and Reports on Form 8-K**




No
      reports on Form 8-K were filed by Cactus Ventures, Inc. during the quarter
      ended
      September 30, 2007.




**Exhibits**





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





**Exhibit
      No.** **SEC
      Ref.
      No.** **Title
      of
      Document** **Location**





1 31.1 Certification
      of the Principal
      Executive Attached


Officer/
      Principal Financial Officer pursuant


to
      Section 302 of the Sarbanes-Oxley Act of 2002





2 32.1  Certification
      of the Principal Executive
      Officer/ Attached


Principal Financial Officer pursuant to U.S.C.


Section 1350 as adopted pursuant to Section 906


of
      the Sarbanes-Oxley Act of 2002*





*
      The
      Exhibit attached to this Form 10-QSB 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**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





**CACTUS
      VENTURES, INC.**








Date:
      November 13,
      2007 By:
      /s/ Diane
      S.
      Button


President
      and Chief Financial Officer





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