FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  SETH SANDESH
2. Date of Event Requiring Statement (Month/Day/Year)
12/28/2012
3. Issuer Name and Ticker or Trading Symbol
Cactus Ventures, Inc. [CTVN]
(Last)
(First)
(Middle)
300 E 93RD STREET, #20-B
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10128
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 0
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who 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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase common stock   (1) 08/30/2022 Options 49,950 $ 1.5 D  
Common Stock Purchase Warrant 01/31/2012 01/31/2019 Warrants 64,747 $ 0.784 D  
Common Stock Purchase Warrant 01/31/2012 01/31/2019 Warrants 99,618 $ 0.784 I Amrosan, LLC (2)
Common Stock Purchase Warrant   (3) 12/17/2019 Warrants 373,442 $ 0.01 I Amrosan, LLC (2)
Common Stock Purchase Warrant   (3) 12/17/2019 Warrants 351,035 $ 0.01 I Carnegie Hill Asset Partners (4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SETH SANDESH
300 E 93RD STREET, #20-B
NEW YORK, NY 10128
  X      

Signatures

/s/ Sandesh Seth 01/02/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Options granted on August 30, 2012 to purchase an aggregate of 49,950 shares of common stock. A total of 28% of the options will vest one year from the grant date, and 2% per month thereafter. As of the date of this report, no options have vested.
(2) A limited liability company in which the majority interest is owned by the family of Mr. Seth.
(3) The warrants were granted on December 17, 2012. The warrants are not exercisable upon less than 90 days notice. The holder may waive the 90 day exercise notice requirement by giving 65 days prior notice of such waiver. The shares available by exercise of this Warrant are also restricted and may not be sold or otherwise transferred until the earlier of twelve months from December 28, 2012; or for six months after the planned Registration Statement in connection with the company's October 1, 2012 offering is declared effective.
(4) An irrevocable trust linked to Mr. Seth's family.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential 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 number.