SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549


Form
      10-KSB/A











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





For
      the
      fiscal year ended December 31, 2007





TRANSITION
      REPORT UNDER 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.


(Name
      of
      small business issuer 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


(Address
      of principal executive
      offices)                                                                                                                     
 (Zip Code)








Issuer’s
      telephone
      number702-234-4148





Securities
      registered under Section 12(b) of the Exchange Act:





Title
      of
      each
      class                                                                
Name of each exchange on which registered


_________________________________                                                                                                
      ______________________________________


_______________________________                                                                                                
      ______________________________________





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $.01 par
      Value


(Title
      of
      class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  [   ]





Note–
Checking
      the box above
      will not relieve any registrant required to file reports pursuant to Section
      13
      or 15(d) of the Exchange Act from their obligations under those
      Sections.





SEC
                2337 (12-05)
            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


Check
      whether the issuer (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 [   ]





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or
      any amendment to this Form 10-KSB.[  x ]





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





State
      issuer’s revenues for its most recent fiscal year:  $-0-





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days. (See definition of affiliate in Rule
      12b-2 of the Exchange Act.)





Our
      common stock is listed on the Over
      the Counter Bulletin Board (“OTCBB”), under the symbol “CTVN.”  There
      was not an active market and no trading volume during fiscal 2007 and there
      has
      been no trading volume in 2008, therefore the aggregate market value of the
      issuer’s common stock held by non-affiliates at February 8, 2008 is deemed to be
      $-0-.




Note:
      If
      determining whether a person is an affiliate will involve an unreasonable effort
      and expense, the issuer may calculate the aggregate market value of the common
      equity held by non-affiliates on the basis of reasonable assumptions, if the
      assumptions are stated.





(ISSUERS
      INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)





Check
      whether the issuer has 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 REGISTRANTS)





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date.   As of  February 11, 2008
      there were 11,155,008 shares of common stock, par value $.01 issued and
      outstanding.





DOCUMENTS
      INCORPORATED BY REFERENCE





If
      the
      following documents are incorporated by reference, briefly describe them and
      identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
      the document is incorporated: (1) any annual report to security holders; (2)
      any
      proxy or information statement; and (3) any prospectus filed pursuant to Rule
      424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed
      documents should be clearly described for identification purposes (e.g., annual
      report to security holders for fiscal year ended December 24,
      1990).





Transitional
      Small Business Disclosure Format (Check one): Yes ____; No  xxx


2


PART
      I





Item
      1. Description of Business




Forward-Looking
      Statement Notice




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 Cactus
      Venture’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.





Our
      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.  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.


3





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.


4





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.





Item
      2.  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.





Item
      3.  Legal Proceedings.





No
      legal
      proceedings are threatened or pending against Cactus Ventures or any of our
      officers or directors.  Further, none of our officers, directors or
      affiliates are parties against Cactus Ventures or have any material interests
      in
      actions that are adverse our own.





Item
      4.  Submission of Matters to a Vote of Securities
      Holders.





During
      the fourth quarter 2007, the Company took the following actions which were
      approved by a written consent of a majority of the shareholders:





1.
            Reverse
                split the currently issued and outstanding common stock of the Company
                on
                a 2 to 1 ratio, with no shareholder being reversed to less than a
                round
                lot of 100 shares.





2.
            Amend
                and restate the Articles of Incorporation to increase the authorized
                capital so the total number of shares of Common Stock the Company
                is
                authorized to issue is One Hundred Million (100,000,000) shares with
                $0.01
                par value and the total number of shares of Preferred Stock the Company
                is
                authorized to issue is Ten Million (10,000,000) shares with $0.01
                par
                value, in such series and designations as may be authorized by the
                Board
                of Directors.





The
      Company’s Board of Directors approved these actions on October 31,
      2007.  The stockholders holding shares representing 89.65% of the
      votes entitled to be cast at a meeting of the Company’s stockholders, consented
      in writing to the proposed actions also on October 31, 2007. The effective
      date
      of the actions was December 18, 2007.





5


PART
      II





Item
      5.  Market for Common Equity and Related Stockholder
      Matters.





Our
      common stock is listed on the Over the Counter Bulletin Board (“OTCBB”), under
      the symbol “CTVN".  There was not an active market and no trading
      volume during fiscal 2007 and there has been no trading volume in
      2008.





CLOSING
                BID
            CLOSING
                ASK2007
            High
            Low
            High
            LowJuly
                19 (first avail.) Thru September 28
            NONE
            NONE
            NONE
            NONEOctober
                1 Thru December 18
            .25
            .25
            NONE
            NONEDecember
                19 Thru December 31 (After a 1 for 2 reverse split)
            .10
            .10
            NONE
            NONE





The
      above
      quotations, as provided by Pink Sheets, LLC, represent prices between dealers
      and do not include retail markup, markdown or commission.  In
      addition, these quotations do not represent actual transactions.





As
      of
      February 11, 2008, there were approximately 60 shareholders of record holding
      11,155,008 shares of common stock. The holders of common stock are entitled
      to
      one vote for each share held of record on all matters submitted to a vote of
      stockholders. Holders of the common stock have no preemptive rights and no
      right
      to convert their common stock into any other securities. There are no redemption
      or sinking fund provisions applicable to the common stock.





We
      have
      not paid, nor declared, any cash dividends since our inception and do not intend
      to declare any such dividends in the foreseeable future. Our ability to pay
      cash
      dividends is subject to limitations imposed by Nevada law. Under Nevada law,
      cash dividends may be paid to the extent that a corporation’s assets exceed its
      liabilities and it is able to pay its debts as they become due in the usual
      course of business.





6


Item
      6.  Management’s Discussion and Analysis or Plan of
      Operation.





Years
      Ended December 31, 2007 and 2006





We
      have
      negligible available cash on hand and have experienced losses since
      inception.  We did not generate any revenues from operations during
      the years ended December 31, 2007 and 2006.  Expenses during the year
      ended December 31, 2007 were $21,506 with interest expense of $2,808 compared
      to
      expenses of $17,534 with interest expense of $870 in 2006.  Expenses
      for both years 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 $24,313 for the
      year
      ended December 31, 2007, compared to a net loss of $18,404 for the year ended
      December 31, 2006.





Liquidity
      and Capital Resources





At
      December 31, 2007, we had $2,314 in available cash on hand and $45,032 in
      liabilities.  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.





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.  To
      demonstrate our commitment to maintaining ethical reporting and business
      practices, we adopted a Code of Ethics and Business Conduct.





Financial
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An
      Interpretation of FASB Statement No. 109”, Statement of Financial Accounting
      Standards (“SFAS”) No. 141 (revised 2007), “Business Combinations”, SFAS No.
      160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment
      of ARB No. 51”, SFAS No. 159, “The Fair Value Option for Financial Assets and
      Financial Liabilities – Including an Amendment of FASB Statement No. 115”, SFAS
      No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
      Postretirement Plans”, SFAS No. 157, “Fair Value Measurements”, SFAS No. 156,
“Accounting for Servicing of Financial Assets”, SFAS No. 155, “Accounting for
      Certain Hybrid Instruments”, and SFAS No. 154, “Accounting Changes and Error
      Corrections – a replacement of APB Opinion No. 20 and FASB Statement No. 3”,
      were recently issued. These recently-enacted accounting standards have no
      current applicability to the Company or their effect on the financial statements
      would not have been significant.





Item
      7.  Financial Statements.





Our
      financial statements appear at the end of this report beginning with the Index
      to Financial Statements on page F-1.





7


Item
      8A(T). Controls and Procedures.


(a)
        Evaluation of
        Disclosure Controls and Procedures.Our management, with
        the
        participation of our President, evaluated the effectiveness of our disclosure
        controls and procedures as of the end of the period covered by this report.
        Based on that evaluation, our President concluded that our disclosure controls
        and procedures as of the end of the period covered by this report were effective
        such that the information required to be disclosed by us in reports filed
        under
        the Securities Exchange Act of 1934 is (i) recorded, processed, summarized
        and reported within the time periods specified in the SEC’s rules and forms and
        (ii) accumulated and communicated to our management, including our
        President, as appropriate to allow timely decisions regarding disclosure.
        A
        controls system cannot provide absolute assurance, however, that the objectives
        of the controls system are met, and no evaluation of controls can provide
        absolute assurance that all control issues and instances of fraud, if any,
        within a company have been detected.


Management’s
        Annual
        Report on Internal Control over Financial Reporting.Our management is
        responsible for establishing and maintaining adequate internal control over
        financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
        Our internal control over financial reporting is a process designed to provide
        reasonable assurance regarding the reliability of financial reporting and
        the
        preparation of financial statements for external purposes of accounting
        principles generally accepted in the United States.


Because of its inherent
      limitations, internal control over financial reporting may not prevent or detect
      misstatements. Therefore, even those systems determined to be effective can
      provide only reasonable assurance of achieving their control
      objectives.




Our
      management, with the participation
      of the President, evaluated the effectiveness of the Company’s internal control
      over financial reporting as of December 31, 2007.  In making this
      assessment, our management used the criteria set forth by the Committee of
      Sponsoring Organizations of the Treadway Commission (COSO) in Internal
      Control — Integrated Framework.  Based on this evaluation, our
      management, with the participation of the President, concluded that, as of
      December 31, 2007, our internal control over financial reporting was
      effective.




(b) Changes in Internal
      Control over Financial Reporting.  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.




Item
      8B. Other Information





There
      are
      no further disclosures. All information that was required to be disclosed in
      a
      Form 8-K during the fourth quarter, 2007 has been disclosed.





8


PART
      III





Item
      9.  Directors, Executive Officers, Promoters and Control Persons;
      Compliance With Section 16(a) of the Exchange Act.





The
      following table sets forth the name, age, position and office term of each
      executive officer and director of the Company.





Name
            Age
            Position
            Director
                or Officer
                Since





Diane
      S.
      Button                                                     57           
Sole officer and
      Director                     
July 2006





All
      officers hold their positions at the will of the Board of
      Directors.  All directors hold their positions for one year or until
      their successors are elected and qualified.





Set
      forth
      below is certain biographical information regarding the Company’s executive
      officer and director:





Diane
      S. Button. For the past
      five years, Ms. Button has been an Independent Agent under contract with AFLAC,
      (American Family Life Assurance of Columbus).  Currently, as an
      independent contractor, Ms. Button is a customer service specialist for major
      businesses and also a sales representative for AFLAC with a product line of
      supplemental insurance products.





The
      Company has no audit committee financial expert, as defined under Section
      228.401, serving on its audit committee because it has no audit committee and
      is
      not required to have an audit committee because it is not a listed security
      as
      defined in Section 240.10A-3.





Item
      10.  Executive Compensation





The
      following table sets forth
      certain summary information concerning the compensation paid or accrued for
      each
      of the Registrant’s last three completed fiscal years to the Registrant’s or its
      principal subsidiaries chief executive officers and each of its other executive
      officers that received compensation in excess of $100,000 during such period
      (as
      determined at December 31, 2007, the end of the Registrant’s last completed
      fiscal year).





SUMMARY
                COMPENSATION
                TABLEName
                and principal
                position
            Year
            Salary
                ($)
            Bonus
                ($)
            Stock
              Awards
              ($)
                (4)
            Option
              Awards
              ($)
                (4)
            Non-
              Equity
              Incentive
              Plan
              Compen-
              sation
              ($)
            Nonquali-
              fied
              Deferred
              Compen-
              sation
              Earnings
              ($)
            All
                Other
              Compen-
              sation
                ($)
            Total
                ($)Diane
                S.
                Button
            2007
              2006
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-Bruce
                Holden
            2006
              2005
              2004
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-


There
      are
      no compensatory plans or arrangements, including payments to be received from
      the Company, with respect to any person named in Cash Compensation set out
      above
      which would in any way result in payments to any such person’s termination of
      employment with the Company or any change in control of the Company, or a change
      in the person’s responsibilities following a change in control of the
      Company.





No
      retirement, pension, profit sharing, stock option or insurance programs or
      other
      similar programs have been adopted by the Company for the benefit of its
      employees.


9





Compensation
      of Directors





There
      are
      no agreements to compensate any of the directors for their
      services.





Our
      officers and directors are reimbursed for expenses incurred on our
      behalf.  Our officers and directors will not receive any finder’s fee
      as a result of their efforts to implement the business plan outlined
      herein.  However, our officers and directors anticipate receiving
      benefits as beneficial shareholders of our common stock.





We
      have
      not adopted any retirement, pension, profit sharing, stock option or insurance
      programs or other similar programs for the benefit of our
      employees.





Employment
      Contracts and Termination of Employment and Change in Control
      Arrangement.





There
      are
      no compensatory plans or arrangements, including payments to be received from
      the Company, with respect to any person named in Executive Compensation set
      out
      above which would in any way result in payments to any such person because
      of
      his resignation, retirement, or other termination of such person’s employment
      with the Company or its subsidiaries, or any change in control of the Company,
      or a change in the person’s responsibilities following a change of control of
      the Company.





Item
      11.  Security Ownership of Certain Beneficial Owners and
      Management.





The
      following table sets forth as of February 11, 2008, the number and percentage
      of
      the 11,155,008 shares of outstanding common stock which, according to the
      information supplied to the Company, were beneficially owned by (i) each person
      who is currently a director of the Company, (ii) each executive officer, (iii)
      all current directors and executive officers of the Company as a group and
      (iv)
      each person who, to the knowledge of the Company, is the beneficial owner of
      more than 5% of the outstanding common stock.  Except as otherwise
      indicated, the persons named in the table have sole voting and dispositive
      power
      with respect to all shares beneficially owned, subject to community property
      laws where applicable.





Title
                of
            Name
                and Address of
            Amount
                and Nature of
            Percentage
                of
                Class


Class
            Beneficial
                Owner
            Beneficial
                Ownership





Common                        Diane
      S.
      Button 
(2)                        10,000,000                                                                       
89.65%


251 Jeanell Dr., Suite 3


Carson
      City, NV 89703





Common                                   Bruce
      Holden                                                         
926,600                                                                             
8.3%


9418
      Snow Lake Pl.


Elk
      Grove,
      CA  95758





Total
      Officers and Directors


As
      a
      Group (1
      Person)                                                                                 10,000,000                                                                 89.65%





(1)
      Officer and/or director





There
      are
      no contracts or other arrangements that could result in a change of control
      of
      the Company.





10


Item
      12.  Certain Relationships and Related Transactions.





We
      utilize office space at the residence of Diane Button to conduct our activities
      at no charge.





Item
      13.  Exhibits and Reports on Form 8-K.





(a)
            Exhibits





The
      Company has adopted a code of ethics
      that applies to the Company’s principal executive officer, principal financial
      officer, principal accounting officer or controller.  The Company will
      provide, at no cost, a copy of the Code of Ethics to any shareholder of the
      Company upon receiving a written request sent to the Company’s address shown on
      Page 1 of this report.





Exhibit
      #                                
Description                                                                                                       
      Location





Exhibit
                3(i)
            Articles
                of
                Incorporation
            *





Exhibit
                3(i)(a)
            Amended
                Articles of
                Incorporation
            *





Exhibit
                3(i)(b)
            Amended
                Articles of
                Incorporation
            *





Exhibit
                3(i)(c)
            Amended
                Articles of
                Incorporation
            *





Exhibit
                3(i)(d)
            Amended
                and Restated Articles of
                Incorporation
            **





Exhibit
                3(ii)
            Bylaws
            *





Exhibit
                31
            Certification
                of the Principal Executive Officer and
            Attached


Principal Financial Officer pursuant to Section 302


of the Sarbanes-Oxley Act of 2002





Exhibit
                32
            Certification
                of the Principal Executive Officer and
            Attached


Principal
                Financial Officer pursuant to U.S.C. Section 1350


as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002        
                ***





*
                Incorporated by reference.
                Filed as exhibit to 10SB12G filed February 5,
                2007.





** Incorporated by reference.  Filed as exhibit to Definitive 14C
      Information Statement filed November13, 2007.





***  The
      Exhibit attached to this Form 10-KSB 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.





(b)Reports
      on Form
      8-K.





None.





11


Item
      14. Principal Accountant Fees and Services





Audit
      Fee





The
      aggregate fees billed for each of the last two fiscal years for professional
      services rendered by the principal account for the audit of Cactus Venture’s
      annual financial statement and review of financial statements included in Cactus
      Venture’s 10-QSB reports and services normally provided by the accountant in
      connection with statutory and regulatory filings or engagements were $10,500
      for
      fiscal year ended 2006 and $10,500 for fiscal year ended 2007.





Audit-Related
      Fees





There
      were no fees for other audit related services for fiscal years ended 2007 and
      2006.





Tax
      Fees





There
      were no fees for tax compliance, tax advice and tax planning for the fiscal
      years 2007 and 2006.





All
      Other
      Fees





There
      were no other aggregate fees billed in either of the last two fiscal years
      for
      products and services provided by the principal accountant, other than the
      services reported above.





We
      do not
      have an audit committee currently serving and as a result our board of directors
      performs the duties of an audit committee.  Our board of directors
      will evaluate and approve in advance, the scope and cost of the engagement
      of an
      auditor before the auditor renders audit and non-audit services.  We
      do not rely on pre-approval policies and procedures.





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:
      April 4,
      2008                      
                                                        
/s/ Diane
      S.
      Button


Chief
      Executive Officer
      and


Chief
      Financial Officer





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.








Date:
                April 4, 2008
            /s/
                Diane
                S. Button


Director





12





INDEX
        TO
        THE FINANCIAL STATEMENTS
     Report
        of
        Independent Registered Public Accounting Firm
  STATEMENT
            OF CASH FLOWS-INDIRECT METHOD
 For
            the
            years ending December 31, 2007 and 2006
 
   STATEMENT
        OF OPERATIONS
 For
        the
        years ending December 31, 2007 and 2006






STATEMENT
      OF SHAREHOLDERS' DEFICIT


December
      31, 2007 and 2006








STATEMENT
      OF CASH FLOWS-INDIRECT METHOD


For
      the
      years ending December 31, 2007 and 2006







Notes
      to
      the Financial Statements







F-1




















To
      the Board of Directors and Shareholders


Cactus
      Ventures, Inc


San
      Diego, California





Report
      of Independent
      Registered Public Accounting Firm





I
      have
      audited the balance sheets of Cactus Ventures, Inc. as of December 31, 2007
      and
      2006 and the related statements of operations, stockholders’ equity and cash
      flows for the years ending December 31, 2007 and 2006.  These
      financial statements are the responsibility of the Company’s management. My
      responsibility is to express an opinion on these financial statements based
      on
      my audit.





I
      conducted my audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States).  Those standards require
      that I plan and perform the audit to obtain reasonable assurance about whether
      the financial statements are free of material misstatement.  An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements.  An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall financial statement
      presentation.  I believe that my audit provides reasonable basis for
      my opinion.





In
      my
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Cactus Ventures, Inc as of December
      31, 2007 and 2006, the results of operations and it’s cash flows for the years
      ended December 31, 2007 and 2006 in conformity with generally accepted
      accounting principles in the United States of America.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern.  As discussed in Note 6 to the financial
      statements, the Company has incurred net losses since inception, which raise
      substantial doubt about its ability to continue as a going
      concern.  The financial statements do not include any adjustment that
      might result from the outcome of this uncertainty.











/S/
      Hawkins Accounting


January
      12, 2008


Reissued
      April 3, 2008


Los
      Angeles, CA








1875
              Century Park East Suite H-3513 Los Angeles, CA 90067
 (310)
              553-5707, Fax (310) 553-5337 info@cpahawkins.com
 F-2





CACTUS
      VENTURES, INCORPORATED


STATEMENT
      OF CASH FLOWS-INDIRECT METHOD


For
      the
      years ending December 31, 2007 and 2006





2007
            2006ASSETSCurrent
                assetsCash
                in bank
            
            
            
            $
            2,314
            $
            466Deposits
                on hand
            
            
            
            
            0
            
            0Inventory
            
            
            
            
            0
            
            0Total
                current assets
            
            
            
            2,314
            
            466Equipment
                and parts
            
            
            
            
            0
            
            0(Less)
                Accumulated depreciation
            
            
            0
            
            00
            
            00
            
            0Total
                assets
            
            
            $
            2,314
            $
            466LIABILITIES
                AND SHAREHOLDERS' EQUITYCurrent
                liabilitiesAccrued
                Expenses
            
            
            
            5,395
            
            3,500Accrued
                interest
            
            
            
            
            3,678
            
            870State
                corporate tax payable
            
            
            
            0
            
            0Total
                current liabilities
            
            
            9,073
            
            4,370Notes
                payable related parties
            
            
            35,959
            
            14,500Total
                liabilities
            
            
            
            45,032
            
            18,870Shareholders'
                deficitPreferred
                Stock, 10,000,000 shares, $.01 par value,authorized,
                0 outstanding
            
            
            0
            
            0Common
                stock, 100,000,000 shares, $.01 par value,authorized,
                11,155,008 outstanding
            
            23,098
            
            23,098Paid
                in capital
            
            
            
            
            152,337
            
            152,337Retained
                deficit
            
            
            
            
            (218,152)
            
            (193,839)Total
                shareholders' equity
            
            
            (42,717)
            
            (18,404)Total
                liabilities and shareholders' equity
            
            $
            2,314
            $
            466





The
      accompanying notes are an integral part of these financial
      statements





F-3





CACTUS
      VENTURES, INCORPORATED


STATEMENT
      OF OPERATIONS


For
      the
      years ending December 31, 2007 and 2006





2007
            2006Sales
            
            
            
            
            $
            0
            $
            0Cost
                of Goods
            
            
            
            0
            
            0Gross
                profit
            
            
            
            0
            
            0ExpensesBank
                charges
            
            
            
            24
            
            34Other
                costs
            
            
            
            3,439Professional
                fees
            
            
            
            18,043
            
            17,500Total
                expenses
            
            
            21,506
            
            17,534Net
                loss from operations
            
            (21,506)
            
            (17,534)Other
                income (expense)Loss
                on sale
            
            
            
            0Interest
                expense
            
            
            
            (2,808)
            
            (870)State
                corporate tax expense
            
            
            0
            
            0(2,808)
            
            (870)Net
                income (loss)
            
            $
            (24,313)
            $
            (18,404)Loss
                per common share
            
            $
            (0.01)
            $
            (0.01)Weighted
                average ofshares
                outstanding
            
            
            11,155,008
            
            6,155,008


















































The
      accompanying notes are an integral part of these financial
      statements





F-4





CACTUS
      VENTURES, INCORPORATED


STATEMENT
      OF SHAREHOLDERS' DEFICIT


December
      31, 2007 and 2006





Common
                stock
            
            PaidIn
            
            RetainedShares
            
            Amount
            
            Capital
            
            Deficit
            
            TotalJanuary
                1, 2006
            
            2,309,815
            $
            21,098
            $
            152,337
            $
            (175,435)
            $
            (2,000)Stock
                Issuance 7/1/06
            
            20,000,000
            
            2,000
            
            
            
            
            
            2,000Net
                loss for the period
            
            
            
            
            
            
            
            (18,404)
            
            (18,404)December
                31, 2006
            
            22,309,815
            $
            23,098
            $
            152,337
            $
            (193,839)
            $
            (18,404)December
                31, 2006
            
            22,309,815
            $
            23,098
            $
            152,337
            $
            (193,839)
            $
            (18,404)1-for
                2 reverse split
            
            (11,154,807)
            
            
            
            
            
            
            
            0Net
                loss for period
            
            
            
            
            
            
            
            (24,313)
            
            (24,313)December
                31, 2007
            
            11,155,008
            $
            25,098
            $
            152,337
            $
            (218,152)
            $
            (42,717)













































































The
      accompanying notes are an integral part of these financial
      statements





F-5





CACTUS
      VENTURES, INCORPORATED


STATEMENT
      OF CASH FLOWS-INDIRECT METHOD


For
      the
      years ending December 31, 2007 and 2006





2007
            2006CASH
                FLOWS FROMOPERATING
                ACTIVITIESNet
                income (loss)
            
            
            
            $
            (24,313)
            $
            (18,404)Adjustment
                to reconcile net to net cashprovided
                by operating activitiesIncrease
                in accrued expenses
            
            
            (462)
            
            3,500Increase
                in accrued interest
            
            
            2,808
            
            870Increase
                in state franchise tax
            
            
            0
            
            0Loss
                on transfer of assets
            
            
            0Increase
                of deposits on hand
            
            
            0
            
            0NET
                CASH PROVIDEDBY
                OPERATING ACTIVITIES
            
            
            (19,611)
            
            (14,034)INVESTING
                ACTIVITIESAssets
                transferred
            
            
            
            0NET
                CASH USED ININVESTING
                ACTIVITIES
            
            
            
            0
            
            0FINANCING
                ACTIVITIESSale
                of common stock
            
            
            
            0
            
            2,000Related
                party notes
            
            
            
            21,459
            
            12,500NET
                CASH REALIZEDFROM
                FINANCING ACTIVITIES
            
            
            21,459
            
            14,500INCREASE
                IN CASHAND
                CASH EQUIVALENTS
            
            
            1,848
            
            466Cash
                and cash equivalentsat
                the beginning of the year
            
            
            
            466
            
            0CASH
                AND CASH EQUIVALENTSAT
                YEAR END
            
            
            
            $
            2,314
            $
            466


























The
      accompanying notes are an integral part of these financial
      statements





F-6





CACTUS
      VENTURES, INC


Notes
      to
      Financial Statements


December
      31, 2007 and 2006





NOTE
      1:                      
SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES





Nature
      of the
      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.





Pervasiveness
      of
      estimates– 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, liabilities and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the
      reporting period.  Actual results could differ from these
      estimates.





Cash
      and cash
      equivalents– For financial statement presentation purposes, the Company
      considers all short term investments with a maturity date of three months or
      less to be cash equivalents.





Inventories–
      Inventory, which includes parts and the packaging materials for those parts,
      is
      valued at the lower of cost or market on a first in first out
      method.





Property
      and
      equipment– Property and equipment are recorded at
      cost.  Maintenance and repairs are expensed as incurred; major
      renewals and betterments are capitalized.  When items of property or
      equipment are sold or retired, the related costs and accumulated depreciation
      are removed from the accounts and any gain or loss is included in
      income.





Depreciation
      is provided using the straight-line method, over the useful lives of the
      assets.  Since the company has yet to commence operations, no
      depreciation has been taken.  Equipment consists of moldings being
      developed.





Income
      taxes– Income
      taxes are provided for the tax effects of transactions reported in the financial
      statements and consist of taxes currently due plus deferred taxes related
      primarily to differences between the recorded book basis and the tax basis
      of
      assets and liabilities for financial and income tax reporting.  The
      deferred tax assets and liabilities represent the future tax return consequences
      of those differences, which will either be taxable or deductible when the assets
      and liabilities are recovered or settled.  Deferred taxes are also
      recognized for operating losses that are available to offset future taxable
      income.








F-7





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





Income
      taxes




In
      June 2006, the Financial Accounting
      Standards Board issued FASB Interpretation No. 48,Accounting
      for
      Uncertainty in Income Taxes, an interpretation of FASB Statement
      No. 109(“FIN
      48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized
      in an enterprise’s financial statements in accordance with FASB Statement
      No. 109,Accounting
      for Income Taxes.  FIN
      48 describes a recognition threshold and measurement attribute for the financial
      statement recognition and measurement of a tax position taken or expected to
      be
      taken in a tax return and also provides guidance on derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure and transition. FIN 48 will be effective for the Company in fiscal
      2008.  The Company has not yet determined the impact of this new accounting
      interpretation on its financial statements.




Quantifying
      financial statement
      misstatements




In
      September 2006, the Securities and
      Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (“SAB
      108”). Due to diversity in practice among registrants, SAB 108 expresses SEC
      staff views regarding the process by which misstatements in financial statements
      are evaluated for purposes of determining whether financial statement
      restatement is necessary. SAB 108 requires registrants to quantify misstatements
      using both the balance sheet and income statement approaches and to evaluate
      whether either approach results in quantifying an error that is material in
      light of relative quantitative and qualitative factors. SAB 108 is effective
      for
      fiscal years ending after November 15, 2006, and early application is
      encouraged. The Company does not believe SAB 108 will have a material impact
      on
      the Company’s results from operations or financial position.




Fair
      value
      measurements




In
      September 2006, the FASB issued
      Statement of Financial Accounting Standards No. 157, “Fair
      Value
      Measurements” (“SFAS No.
      157”). SFAS No. 157 provides guidance for using fair value to measure assets and
      liabilities. This standard also responds to investors’ requests for expanded
      information about the extent to which companies measure assets and liabilities
      at fair value, the information used to measure fair value and the effect of
      fair
      value measurements on earnings. SFAS No. 157 applies whenever other standards
      require (or permit) assets or liabilities to be measured at fair value. The
      standard does not expand the use of fair value in any new circumstances. SFAS
      No. 157 is effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and interim periods within those fiscal years;
      therefore, the Company expects to adopt SFAS No. 157 at the beginning of fiscal
      2009. The Company does not believe SFAS No. 157 will have a material impact
      on
      the Company’s results from operations or financial
      position.    In February 2007, the Financial Accounting
      Standards Board (“FASB”) issued SFAS No. 159,The
      Fair Value
      Option for Financial Assets and Financial Liabilities – including an amendment
      of FASB Statement No. 115(“SFAS 159”). SFAS 159 permits entities
      to choose to measure many financial instruments and certain other items at
      fair
      value that are not currently required to be measured at fair value, with
      unrealized gains and losses related to these financial instruments reported
      in
      earnings at each subsequent reporting date. SFAS 159 is effective in fiscal
      years beginning after November 15, 2007. The Company is currently assessing
      the
      effect of this pronouncement on the Company’s consolidated financial
      statements.





Management
      asserts that none of the preceding pronouncements will have
      a   material effect on the financial statements of the
      Company.





F-8


NOTE
      2:                      
COMMON STOCK





On
      July 1, 2006, the Company sold
      20,000,000 shares of its stock to the new President.  Proceeds raised
      in this transaction were $2,000.  Prior to that, no stock was issued
      subsequent to January 2001.





On
      October 31, 2007, the Board of
      Directors approved a 1-for-2 reverse stock split, effective December 18,
      2007,with all shareholders receiving a minimum of 100 shares.  Also on
      October 31, 2007, the Board of Directors approved amendments to the articles
      of
      incorporation and by-laws increasing authorization for shares of common stock
      from 50,000,000 to 100,000,000, $.01 par value, and granting authorization
      for
      10,000,000 shares of preferred stock, $.01 par value, effective December 18,
      2007.





The
      reverse stock split, effective
      December 18, 2007, is reflected in the rollback of the Earnings Per Share
      calculation of 11,155,008 and 6,155,008 weighted share average for 2007 and
      2006
      respectively.








NOTE
      3:                      
INCOME TAXES





The
      benefit for income taxes from
      operations consisted of the following components: current tax benefit of $61,250
      from a net loss before income taxes, and a deferred tax expense of $61,250
      resulting from a valuation allowance recorded against the deferred tax asset
      resulting from net operating losses.  Net operating loss carryforward
      will expire in 2014.





The
      valuation allowance will be
      evaluated at the end of each year, considering positive and negative evidence
      about whether the asset will be realized.  At that time, the allowance
      will either be increased or reduced; reduction would result in the complete
      elimination of the allowance if positive evidence indicates that the value
      of
      the deferred tax asset is no longer required.








NOTE
      4:                      
NOTES PAYABLE RELATED PARTIES





Amounts
      were advanced to the Company by
      related parties to pay for the expenses for the SEC filings.  Interest
      is at 12%. Amounts advanced to the company from the related parties were $35,959
      and $14,500 for 2007 and 2006 respectively.  The notes are due and
      payable on December 31, 2008.












F-9