EX-99.3 29 f8k122812a1ex99iii_cactus.htm
Exhibit 99.3
Unaudited pro forma combined financial information of Cactus Ventures, Inc. and Actinium Pharmaceuticals, Inc.
The unaudited pro forma information below gives effect to the share exchange between Cactus Ventures, Inc. and Actinium Pharmaceuticals, Inc. as if it had been consummated as of the beginning of the applicable period. The unaudited pro forma information has been derived from the historical Financial Statements of these two companies. The unaudited pro forma information is for illustrative purposes only. You should not rely on the unaudited pro forma financial information as being indicative of the historical results that would have been achieved had the acquisition occurred in the past or the future financial results that the Company will achieve after the merger.

Cactus Ventures, Inc. and Actinium Pharmaceuticals Inc.
Pro Forma Combined Balance Sheets
(Unaudited)

|  | Cactus Ventures Inc. |  |  | Actinium Pharmaceuticals Inc. |  | Pro Forma |  |  |  |  | Pro Forma |
|  | September 30, 2012 |  |  | September 30, 2012 |  | Adjustments |  |  |  |  | Combined |
Current Assets |  |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | - |  |  | $ | 2,566,669 |  | $ | 4,300,000 |  | (1 | ) |  | $ | 6,866,669 |
R&D reimbursement receivable |  |  | - |  |  |  | 187,765 |  |  | - |  |  |  |  |  | 187,765 |
Prepaid expenses and other current assets |  |  | - |  |  |  | 41,066 |  |  | - |  |  |  |  |  | 41,066 |
Deferred financing costs |  |  | - |  |  |  | 32,523 |  |  | - |  |  |  |  |  | 32,523 |
Total current assets |  |  | - |  |  |  | 2,828,023 |  |  | 4,300,000 |  |  |  |  |  | 7,128,023 |
Property and equipment, net |  |  | - |  |  |  | 2,616 |  |  | - |  |  |  |  |  | 2,616 |
Total Assets |  | $ | - |  |  | $ | 2,830,639 |  | $ | 4,300,000 |  |  |  |  | $ | 7,130,639 |
Liabilities and Stockholders' Equity (Deficit) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 31,136 |  |  | $ | 576,624 |  |  | (31,136 | ) | (3 | ) |  | $ | 576,624 |
Accounts payable - related party |  |  | - |  |  |  | 243,600 |  |  | - |  |  |  |  |  | 243,600 |
Convertible notes payable, net |  |  | - |  |  |  | 802,479 |  |  | - |  |  |  |  |  | 802,479 |
Derivative liabilities |  |  | - |  |  |  | 5,204,348 |  |  | - |  |  |  |  |  | 5,204,348 |
Total current liabilities |  |  | 31,136 |  |  |  | 6,827,051 |  |  | (31,136 | ) |  |  |  |  | 6.827,051 |
Notes payable-related parties |  |  | 72,857 |  |  |  | - |  |  | (72,857 | ) | (3 | ) |  |  | - |
Total liabilities |  |  | 103,993 |  |  |  | 6,827,051 |  |  | (103,993 | ) |  |  |  |  | 6,827,051 |
Shareholders' equity (deficit) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock-series A |  |  | - |  |  |  | 10,000 |  |  | (10,000 | ) | (1 | ) |  |  | - |
Preferred stock-series B |  |  | - |  |  |  | 47,112 |  |  | (47,112 | ) | (1 | ) |  |  | - |
Preferred stock-series C-1 |  |  | - |  |  |  | 8,000 |  |  | (8,000 | ) | (1 | ) |  |  | - |
Preferred stock-series C-2 |  |  | - |  |  |  | 6,667 |  |  | (6,667 | ) | (1 | ) |  |  | - |
Preferred stock-series C-3 |  |  | - |  |  |  | 5,026 |  |  | (5,026 | ) | (1 | ) |  |  | - |
Preferred stock-series C-4 |  |  | - |  |  |  | 42,500 |  |  | (42,500 | ) | (1 | ) |  |  | - |
Preferred stock-series D |  |  | - |  |  |  | 30,000 |  |  | (30,000 | ) | (1 | ) |  |  | - |
Preferred stock-series E |  |  | - |  |  |  | 266,061 |  |  | (266,061 | ) | (1 | ) |  |  | - |
Common stock |  |  | 111,550 |  |  |  | 24,078 |  |  | (105,355 | ) | (1 | ) |  |  | 211,303 |
|  |  |  |  |  |  |  |  |  | 181,030 |  | (2 | ) |  |  |  |
Additional paid- in capital |  |  | 63,885 |  |  |  | 48,430,356 |  |  | (181,030 | ) | (2 | ) |  |  | 52,958,497 |
|  |  |  |  |  |  |  |  |  | 4,820,721 |  | (1 | ) |  |  |  |
|  |  |  |  |  |  |  |  |  | 103,993 |  | (3 | ) |  |  |  |
|  |  |  |  |  |  |  |  |  | (279,428 | ) | (4 | ) |  |  |  |
Accumulated deficit |  |  | (279,428 | ) |  |  | (52,866,212 | ) |  | 279,428 |  | (4 | ) |  |  | (52,866,212 | )
Total shareholders' equity (deficit) |  |  | (103,993 | ) |  |  | (3,996,412 | ) |  | 4,403,993 |  |  |  |  |  | 303,588 |
Total liabilities and shareholders' equity (deficit) |  | $ | - |  |  | $ | 2,830,639 |  | $ | 4,300,000 |  |  |  |  | $ | 7,130,639 |

Pro forma footnotes:

(1) | To record estimated minimum net proceeds from the sale of common stock, conversion of notes payable and conversions of preferred stock of Actinium to common stock concurrent with the reverse merger.
(2) | To record 100% of Actinium Pharmaceuticals, Inc.’s fully diluted shares in exchange for 99% ofCactus Ventures, Inc. shares.
(3) | To eliminate accrued expenses and notes payable of Cactus Ventures, Inc. upon reverse merger. Actinium Pharmaceuticals Inc. is not assuming the related debt.
(4) | To eliminate accumulated deficit of Cactus Ventures, Inc.

Cactus Ventures, Inc. and Actinium Pharmaceuticals, Inc.
Pro Forma Combined Statements of Operations
For the Nine Months Ended September 30, 2012
(Unaudited)

|  | Cactus Ventures, Inc. September 30, 2012 |  |  | Actinium Pharmaceuticals, Inc. September 30, 2012 |  |  | Pro Forma Adjustments |  |  |  |  | Pro Forma Combined |
Revenues |  | $ | - |  |  | $ | - |  |  | $ | - |  |  |  |  | $ | - |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Research and development, net |  |  | - |  |  |  | 2,723,459 |  |  |  | - |  |  |  |  |  | 2,723,459 |
General and administrative |  |  | 15,624 |  |  |  | 1,520,221 |  |  |  | - |  |  |  |  |  | 1,535,845 |
Depreciation and amortization |  |  | - |  |  |  | 429 |  |  |  | - |  |  |  |  |  | 429 |
Total operating expense |  |  | 15,624 |  |  |  | 4,244,109 |  |  |  | - |  |  |  |  |  | 4,259,733 |
Loss from operations |  |  | (15,624 | ) |  |  | (4,244,109 | ) |  |  |  |  |  |  |  |  | (4,259,733 | )
Other (income) expense: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | 4,040 |  |  |  | 952,241 |  |  |  | (4,040 | ) | (2 | ) |  |  | 952,241 |
Change in fair value of derivative liabilities |  |  | - |  |  |  | 287,604 |  |  |  | - |  |  |  |  |  | 287,604 |
Total other (income) expense |  |  | 4,040 |  |  |  | 1,239,845 |  |  |  | (4,040 | ) |  |  |  |  | 1,239,845 |
Net loss |  | $ | (19,664 | ) |  | $ | (5,483,954 | ) |  | $ | 4,040 |  |  |  |  | $ | (5,499,578 | )
Net loss per common share - basic and diluted |  | $ | (0.01 | ) |  | $ | (2.28 | ) |  |  |  |  |  |  |  | $ | (0.26 | )
Weighted average number of common shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
outstanding - basic and diluted |  |  | 11,155,008 |  |  |  | 2,407,805 |  |  |  | 7,567,541 |  | (1 | ) |  |  | 21,130,354 |

Pro forma footnotes: |  |  |  |  |
(1) | To adjust weighted average number of common shares outstanding as if the shares issued under the merger were issued and outstanding at the beginning of the period.
(2) | To eliminate expense. Actinium Pharmaceuticals Inc. is not assuming the related debt.

Cactus Ventures, Inc. and Actinium Pharmaceuticals, Inc.
Pro Forma Combined Statements of Operations
For the Year Ended December 31, 2011
(Unaudited)

|  | Cactus Ventures, Inc. December 31, 2011 |  |  | Actinium Pharmaceuticals, Inc. December 31, 2011 |  |  | Pro Forma Adjustments |  |  |  |  | Pro Forma Combined |
Revenues |  | $ | - |  |  | $ | - |  |  | $ | - |  |  |  |  | $ | - |
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Research and development, net |  |  | - |  |  |  | 323,788 |  |  |  | - |  |  |  |  |  | 323,788 |
General and administrative |  |  | 9,952 |  |  |  | 2,959,246 |  |  |  | - |  |  |  |  |  | 2,969,198 |
Depreciation and amortization |  |  | - |  |  |  | 633 |  |  |  | - |  |  |  |  |  | 633 |
Total operating expense |  |  | 9,952 |  |  |  | 3,283,667 |  |  |  | - |  |  |  |  |  | 3,293,619 |
Loss from operations |  |  | (9,952 | ) |  |  | (3,283,667 | ) |  |  | - |  |  |  |  |  | (3,293,619 | )
Other (income) expense: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | 4,759 |  |  |  | 175,094 |  |  |  | (4,759 | ) | (2 | ) |  |  | 175,094 |
Gain on retention of deposit |  |  | (25,000 | ) |  |  | - |  |  |  |  |  |  |  |  |  | (25,000 | )
Change in fair value of derivative liabilities |  |  | - |  |  |  | (13,966 | ) |  |  |  |  |  |  |  |  | (13,966 | )
Total other (income) expense |  |  | (20,241 | ) |  |  | 161,128 |  |  |  | (4,759 | ) |  |  |  |  | 136,128 |
Net income (loss) |  | $ | 10,289 |  |  | $ | (3,444,795 | ) |  |  | 4,759 |  |  |  |  | $ | (3,429,747 | )
Net income (loss) per common share - basic and diluted |  | $ | 0.01 |  |  | $ | (1.43 | ) |  |  |  |  |  |  |  | $ | (0.19 | )
Weighted average number of common shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
outstanding - basic and diluted |  |  | 11,155,008 |  |  |  | 2,407,805 |  |  |  | 7,567,541 |  | (1 | ) |  |  | 21,130,354 |

(1) | To adjust weighted average number of common shares outstanding as if the shares issued under the merger were issued and outstanding at the beginning of the period.
(2) | To eliminate expense. Actinium Pharmaceuticals Inc. is not assuming the related debt.