SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                 Form 10-QSB


(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.
              For the quarterly period ended March 31, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.
              For the transition period from         to

                        Commission file number 0-21092

                                 OCTuS, INC.
                              -----------------
      (Exact name of small business issuer as specified in its charter)

              CALIFORNIA                              33-0013439
              ----------                              ----------
    (State or other jurisdiction of                 (IRS Employer
     incorporation or organization)               Identification No.)

               600 "B" STREET 18TH FLOOR, SAN DIEGO,  CA  92101
             ----------------------------------------------------
                   (Address of principal executive offices)

                                (619) 446-2107
                                --------------
                         (Issuer's telephone number)

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 [X]   No [ ]

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

March 31, 2001     Common Stock, no par value               4,223,390
(Date)             (Class)                              (Number of Shares)

                   Series C Preferred Stock                   250,000
                   (Class)                              (Number of Shares)

Transitional Small Business Disclosure Format (check one):
                               Yes [ ]   No [X]


===============================================================================
<PAGE>
                                 OCTuS, INC.
                                 FORM 10-QSB
                     FOR THE PERIOD ENDED MARCH 31, 2001
<TABLE>
                                    INDEX

<CAPTION>
                                                                       PAGE
                                                                       ----
<S>                                                                    <C>
PART I.   FINANCIAL INFORMATION

          ITEM 1.  FINANCIAL STATEMENTS

                   Condensed Balance Sheets at March 31, 2001 and
                   December 31, 2000                                     3

                   Condensed Statements of Operations for the three
                   months ended March 31, 2001 and 2000                  4

                   Condensed Statements of Cash Flows for the three
                   months ended March 31, 2001 and 2000                  5

                   Notes to Condensed Financial Statements               6


          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS                  7



PART II.  OTHER INFORMATION                                            10

SIGNATURES                                                             11
</TABLE>

                                    -  2 -
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<PAGE>
PART I.   FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS

OCTUS, INC.
<TABLE>
Condensed Balance Sheets

<CAPTION>
                                                     March 31,    December 31,
                                                        2001         2000
                                                    (unaudited)
                                                    -----------   -----------
<S>                                                 <C>           <C>
                ASSETS
CURRENT ASSETS
  Cash                                              $     2,858   $       172
                                                    -----------   -----------
     TOTAL CURRENT ASSETS                                 2,858           172
                                                    -----------   -----------

PROPERTY AND EQUIPMENT, Net                                   0             0
                                                    -----------   -----------
                                                    $     2,858   $       172
                                                    ===========   ===========


 LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                  $    11,522   $    21,290
  Accrued liabilities                                     6,503         6,503
  Accrued interest - related party                      153,951       141,741
  Promissory note - related party                       485,479       460,479
                                                    -----------   -----------
     TOTAL CURRENT LIABILITIES                          657,455       630,013
                                                    -----------   -----------

SHAREHOLDERS' DEFICIENCY
  Preferred Stock - authorized 2,000,000 shares,
     issued and outstanding 250,000 shares              151,000       151,000
  Common Stock - no par value;
     authorized 100,000,000 shares,
     issued and outstanding 4,223,390                21,966,577    21,966,577
  Paid-in-capital                                        51,316        51,316
  Accumulated deficit                               (22,823,489)  (22,798,734)
                                                    -----------   -----------
     TOTAL SHAREHOLDERS' DEFICIENCY                    (654,597)     (629,841)
                                                    -----------   -----------
                                                    $     2,858   $       172
                                                    ===========   ===========
<FN>
                 See notes accompanying financial statements
</TABLE>

                                    -  3 -
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<PAGE>
OCTUS, INC.
<TABLE>
Condensed Statements of Operations
(Unaudited)

<CAPTION>
                                         For the three months ended March 31,
                                                 2001          2000
                                              -----------   -----------
<S>                                           <C>           <C>
REVENUES
  Net sales                                   $         0   $         0
                                              -----------   -----------
     TOTAL REVENUES                                     0             0
                                              -----------   -----------

COSTS AND EXPENSES
  Cost of sales                                         0             0
  Selling, general and administrative              12,545         1,759
  Interest                                         12,210        10,554
                                              -----------   -----------
     TOTAL COSTS AND EXPENSES                      24,755        12,313
                                              -----------   -----------

INCOME (LOSS) BEFORE INCOME TAXES                 (24,755)      (12,313)

INCOME TAX (BENEFIT)                                    0             0
                                              -----------   -----------

NET INCOME (LOSS)                             $   (24,755)  $   (12,313)
                                              ===========   ===========

PRIMARY EARNING (LOSS) PER COMMON SHARE       $     (.005)  $     (.002)
                                              ===========   ===========

AVERAGE NUMBER OF COMMON SHARES
  USED IN PRIMARY CALCULATIONS                  4,223,390     4,223,390
                                              ===========   ===========
<FN>
                 See notes accompanying financial statements
</TABLE>

                                    -  4 -
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<PAGE>
OCTUS, INC.
<TABLE>
Condensed Statements of Cash Flows
(Unaudited)

<CAPTION>
                                                For the three months ended March 31,
                                                        2001          2000
                                                     -----------   -----------
<S>                                                  <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                  $   (24,755)  $   (12,313)
  Adjustments to reconcile net income (loss) to
    net cash used by operating activities:
      Changes in operating assets and liabilities:
        Accounts payable                                  (9,769)         (107)
        Notes Payable - related party                     25,000         1,250
        Accrued interest - related party                  12,210        10,554
                                                     -----------   -----------
NET CASH USED BY OPERATING ACTIVITIES                      2,686          (616)
                                                     -----------   -----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from advances                                       0         1,000
                                                     -----------   -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                      0         1,000
                                                     -----------   -----------

NET INCREASE (DECREASE) IN CASH                            2,686           384

CASH AT BEGINNING OF PERIOD                                  172             5
                                                     -----------   -----------

CASH AT END OF PERIOD                                $     2,858   $       389
                                                     ===========   ===========

OTHER CASH INFORMATION
  Interest paid                                      $         0   $         0
                                                     ===========   ===========
<FN>
                 See notes accompanying financial statements
</TABLE>

                                    -  5 -
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<PAGE>
                                  OCTUS, INC.

                   NOTES TO CONDENSED FINANCIAL STATEMENTS


NOTE 1.  BASIS OF PRESENTATION

     The accompanying financial information has been prepared by OCTuS, Inc.
(the "Company") without audit, in accordance with the instructions to
Form 10-QSB and, therefore, does not necessarily include all information and
footnotes necessary for a fair presentation of financial position, results of
operations and cash flows in accordance with generally accepted accounting
principles.

     In management's opinion, the accompanying unaudited financial statements
contain all adjustments (which include only normal, recurring adjustments)
necessary to present fairly its financial position at March 31, 2001 and
December 31, 2000, and the results of operations for the three months ended
March 31, 2001 and 2000.  Although the Company believes that the disclosures
made in this report are adequate to make the information not misleading, these
financial statements should be read in connection with the financial statements
and notes thereto included in the Company's annual report on Form 10-KSB/A for
the year ended December 31, 2000.


NOTE 2.  DESCRIPTION OF THE BUSINESS

     OCTuS Inc. (the "Company") was formed as a California corporation in 1983.
The core of the Company's technology from its inception until 1991 was
comprised of software for use in controllers for laser printers and related
imaging devices.  The Company incorporated this technology into its own
LaserPror laser printer products and also licensed the technology to third
parties.  In 1991, because of low margins and competition, the Company shifted
its primary focus from laser printer controller technology to the development
of the OCTuS PTA product line.  Currently the Company is looking to acquire new
technology that can be commercialized within the corporation.  At this point
the Company has no products available for sale and considers its technology to
be obsolete.

<TABLE>
NOTE 3.  COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS
<CAPTION>
                                             March 31,    December 31,
                                               2001         2000
                                            (unaudited)
                                            -----------   -----------
<S>                                         <C>           <C>
PROPERTY AND EQUIPMENT
  Computer and test equipment               $     7,772   $     7,772
     Less accumulated depreciation               (7,772)       (7,772)
                                            -----------   -----------
                                                      0             0
                                            ===========   ===========

ACCRUED LIABILITIES
  Compensation and employee benefits                  0             0
  Other                                          11,522        21,291
                                            -----------   -----------
                                                 11,522        21,291
                                            ===========   ===========
</TABLE>

NOTE 4.  DISCLOSURE OF CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES

     The Company has a working capital and shareholders' deficiency of $654,596
and an accumulated deficit of $22,823,489 as of March 31, 2001.  The Company
has liabilities totaling $657,455 and cash of only $2,858 as of March 31, 2001.
At present the Company has no product or technology to provide for the
continued viability and operations of the Company.  Furthermore, the Company
has no commitment from any party to provide additional capital and there is no
assurance that such funding will be available when needed, or if available,
that its terms will be favorable or acceptable to the Company.  Should
management be unable to obtain additional capital to acquire a technology or
product, it could be forced to cease the Company's business activities
altogether and liquidate the Company's net assets. Additionally, there is no
assurance the Company will not require additional capital resources in order to
become operational.  There is no assurance that the Company will have the
ability to continue as a going concern.

                                    -  6 -
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<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

     Certain statements contained in this Management's Discussion and Analysis
of Financial Condition and Results of Operations that are not related to
historical results are forward looking statements. Actual results may differ
materially from those projected or implied in the forward statements. Further,
certain forward-looking statements are based upon assumptions of future events
which may not prove to be accurate. These forward-looking statements involve
risks and uncertainties including but not limited to those referred to below.

     This information should be read in conjunction with the financial
statements and notes thereto included in Item 1 of this report for the quarter
ended March 31, 2001. Additionally, the financial statements and notes thereto
and Management's Discussion and Analysis in the Company's Annual Report on
Form 10-KSB/A for the year ended December 31, 2000 will provide additional
information.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001

     Net Sales.  There were no net sales for the three months ended
March 31, 2001, which represented no change, from the same period in 2000.
Because the Company currently is without a product there are no sales or even
prospects of products sales in the near future.

     Selling, General and Administrative.  The Company recorded $12,545 for
selling, general and administrative expenses for the three months ended
March 31, 2001, an increase of $10,786 from the same period in 2000. The
company has been engaged in marketing licenses for the Company's technologies
and consulting with third parties regarding computer telephony businesses and
market opportunities.

     Net Loss.  Net loss for the three months ended March 31, 2001 was $24,755,
as compared to a $12,313 loss for the same period in 2000.

     LIQUIDITY AND CAPITAL RESOURCES.  For the three months ended
March 31, 2001, the Company posted a net loss of $24,755. Cash on hand on
March 31, 2001 was $2,858. Although the Company has actively been pursuing
licensing arrangements and new investment, there can be no assurance that any
licensing agreements and/or new investment will be entered into by the Company,
or that the terms of any such agreements will be on terms favorable to the
Company. In June 1996, the Company sold to Advanced Technologies International,
Ltd. ("ATI") 250,000 shares of Series C Preferred stock (which votes with the
Common Stock with each share of Series C Preferred Stock having ten votes) for
$151,000 and issued warrants to purchase up to an additional 3,000,000 shares
of the Company's Common Stock at an initial exercise price of $0.43 per share.
Should the Company be unable to obtain additional revenues and/or raise
additional capital, it could be forced to curtail operations or cease business
activities altogether.

                                    -  7 -
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<PAGE>

                 RISK FACTORS WHICH MAY AFFECT FUTURE RESULTS


HISTORY OF OPERATING LOSSES

     For the calendar year ended December 31, 2000, the Company recorded a loss
of $46,385. For the calendar year ended December 31 1999, the Company recorded
a loss of $ 54,167.

     At December 31, 2000, the Company had no tangible assets, no working
capital, an accumulated deficit of $22,798,734 and a shareholders' deficit of
$629,841. With both the Cintech and the Ascom transactions terminated, and
considering that the Company at this time has no product available for sale,
the Company will continue to generate significant losses. Unless the Company
acquires a new technology or product it is unlikely that the Company will be
profitable in the future.

NEED FOR ADDITIONAL CAPITAL

     The Company's cash on hand as of March 30, 2001 was $2,858, which is
inadequate to meet the Company's budgeted operating requirements. Additional
cash resources are required to sustain the Company's operations. Since
September 2000 operations have been funded by loans from Grupo Dynastia S.A a
Panamanian company, one of the Company's principal shareholders, it should be
noted that the Company has no commitment from any party to provide additional
capital and there is no assurance that such funding will be available when
needed or, if available, that its terms will be favorable or acceptable to the
Company. Should the Company be unable to obtain additional capital when and as
needed, it could be forced to cease business activities altogether. It is
unlikely that the Company will be able to raise additional capital without
dramatically diluting the existing equity ownership of the Company's Common
stockholders.

TRANSACTIONS WITH AFFILIATES

     The Company has been a party to certain transactions with related persons
and affiliates. The Company believes that all such transactions were in its
best interests and on terms no less favorable to the Company than could have
been obtained from unaffiliated third parties and each transaction was approved
by disinterested and independent members of the Board of Directors. However,
such agreements were not always reached as the result of arms-length
negotiations. In June 1996, the Company sold to Advanced Technologies
International, Ltd. ("ATI") 250,000 shares of Series C Preferred stock (which
votes with the Common Stock with each share of Series C Preferred Stock having
ten votes) for $151,000, and issued warrants to purchase up to an additional
3,000,000 shares of the Company's Common Stock at an exercise price according
to the following schedule: $0.43 per share for the first 1,000,000 shares,
$0.50 per share for the second 1,000,000 shares, and $0.75 per share for the
final 1,000,000 shares. The Company had been meeting its liquidity needs
through loans from ATI until August 1998 when ATI ceased funding the Company
and subsequently declared bankruptcy.  The loan balance as of December 31, 2000
was $ 428,311. The Company accrues 10.0% simple interest on such loans and the
loan is due within five (5) days of the Company's receiving sufficient funds
from the exercise of warrants. Smith Technology Development, LLC during 1999
through a bankruptcy purchase agreement, acquired the note, stock and warrants.
Subsequently, during 2000, the note, stock and warrants were transferred in a
sale Grupo Dynastia S. A., a Panamanian company. There is no assurance that
Grupo Dynastia S. A. or subsequent owners of the notes and warrants will
continue to fund the Company or that exercise of the warrants will enable the
Company to repay such loans. Should the Company be unable to obtain additional
revenues, and/or raise additional capital, it could be forced to cease business
activities altogether.

SUBSEQUENT EVENTS

     On April 25, 2001, Grupo Dynastia, S.A. converted 3 million warrants to
3 million shares of OCTuS, Inc. restricted common stock with net proceeds to
the Company of $ 60,000 applied to the outstanding notes due Grupo Dynastia,
S.A. See notes and advances payable below.

NOTES AND ADVANCES PAYABLE

     From September 2000 through December 2000, Grupo Dynastia S. A. advanced
$32,168 to the company secured by notes bearing interest at the rate of 10% per
annum.  From January 2001 through March 2001, Grupo Dynastia S.A advanced
another $25,000 to the Company secured by notes bearing interest at the rate of
10% per annum.  See also transactions with affiliates above.

                                    -  8 -
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<PAGE>

TRADING MARKET/DELISTING FROM NASDAQ SMALLCAP MARKET/VOLATILITY OF STOCK PRICE

     In January 1993, the Company completed an initial public offering of
2,000,000 Units, each unit comprised of one share of Common Stock and one
Common Stock Purchase Warrant. These securities were quoted on the Nasdaq
SmallCap Market until February 1, 1995, at which time they were delisted due to
the Company's inability to meet that market's minimum capital and surplus
requirements. The securities now trade on the "pink sheets", maintained by the
National Quotation Bureau, Inc., which are generally considered to be less
efficient markets. While the Company intends to reapply for listing on the
Nasdaq SmallCap Market if conditions are favorable for it to do so, there can
be no assurance that the Company's securities will be accepted by the Nasdaq
SmallCap Market upon application by the Company for relisting.

     The market price of the Common Stock, Units, and Warrants, like that of
the securities of many other high technology companies, has been highly
volatile. Factors such as fluctuation in the Company's operating results,
announcements of technological innovations or new products by the Company or
its competitors, developments in the Company's strategic alliances with other
companies, and general market conditions may have a significant effect on the
market price of the Common Stock. See table in Part II, Item 5, "Market for
Common Equity and Related Stockholder Matters."

EFFECT OF CERTAIN ANTI-TAKEOVER CHARTER AND BYLAW PROVISIONS

     Certain provisions of the Company's Amended and Restated Articles of
Incorporation (the "Articles") and Bylaws could have the effect of making it
more difficult for a third party to acquire, or could discourage a third party
from attempting to acquire, control of the Company. Such provisions may limit
or reduce the price that investors might be willing to pay for shares of the
Common Stock. Certain of such provisions allow the Company to issue preferred
stock with rights senior to those of the Common Stock and impose various
procedural and other requirements that could make it more difficult for
shareholders to effect certain corporate actions. The Articles also provide for
a classified board in the event the Company's shares are traded on a national
securities exchange or the Nasdaq National Market. A classified board could
make it more difficult for a third party to acquire control, or could
discourage a third party from attempting to acquire, control of the board.

ITEM 2.  DESCRIPTION OF PROPERTY.

     In October 1996, the Company moved its offices to a 400 square foot office
suite in an area of northern San Diego known as the "Golden Triangle". Since
November 1999 the company uses only floor space in the office of its sole
officer, John Belden at 600"B" Street 18th Floor San Diego, CA. The company
pays no rent, which would be negligible, for the use of this space.

     The Company does not maintain any other leases for office space and owns
no real property.

                                    -  9 -
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<PAGE>

PART II.

                              OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were submitted to a vote of security holders during the first
quarter of the fiscal year covered by this report.

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     In February 2001 the Company changed accountants and filed a Form 8-K for
this event in February 2001.  There were no disagreements with the former
accountants regarding accounting principles or reporting.

                                    - 10 -
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<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
small business issuer has duly caused this report to be signed on its behalf by
the undersigned thereunto authorized.


                                       OCTuS, INC.


Date:  ______________                  /s/  John C. Belden
                                       ----------------------------
                                            President & CEO /
                                            Chief Executive Officer

                                    - 11 -
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<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
                                                                   SEQUENTIALLY
EXHIBIT                                                              NUMBERED
NUMBER                     DESCRIPTION NUMBERED                        PAGE
-------     --------------------------------------------------     ------------
<S>         <C>                                                    <C>
 3.1        Amended and Restated Articles of Incorporation               +

 3.1.1      Certificate of Determination of Preferences of
            Series C Preferred Stock of OCTuS, Inc.                     ++

 3.2        Amended Bylaws                                               !

 9          Irrevocable Proxy from Tokyo Electric Co., Ltd.
            (included in Exhibit 10.26.1)                                *

10.3        Sample Warrant                                               *

10.4        Amended and Restated 1987 Nonstatutory Stock                 +
            Option Plan

10.5        Form of Stock Option Agreement, Non-Qualified
            Options, 1987 Plan                                           *

10.6        Amended and Restated 1988 Nonstatutory Stock
            Option Plan                                                  *

10.7        Form of Stock Option Agreement, Non-Qualified
            Options, 1988 Plan                                           *

10.8        Amended and Restated 1992 Key Executive Stock
            Purchase Plan                                                *

10.9        Lease dated April 7, 1995 by and between Mistek
            Investment Group and OCTuS, Inc. for
            8352 Clairemont Mesa Blvd., San Diego, CA 92111              !

10.10       Standard Industrial Net Lease dated July 29, 1994 by
            and between Sorrento Corporate Center and OCTuS,
            Inc., for 9944 Barnes Canyon Road, Suite A,
            San Diego CA 92121                                          ++

10.11       Lease Surrender Agreement dated April 8, 1995
            (as amended May 31, 1995), by and between
            Sorrento Corporate Center and OCTuS, Inc., for
            9944 Barnes Canyon Road, Suite A, San Diego,
            CA 92121                                                   +++

10.12       Employment Agreement dated June 1, 1992 by and
            between OCTuS, Inc. and John C. Belden, as amended
            May 14, 1993 and February 16, 1995                           #

10.16       Form of Indemnification Agreements entered into by and
            between OCTuS, Inc. and its officers and directors           *

10.17       401(k) Plan Document                                         *

10.18       Form of Unit Certificate                                     *

10.19       Directors 1993 Stock Option Plan                             +
            Form of Stock Option Agreement, Non-Qualified
            Options, 1993 Directors Stock Option Plan                   **

10.20       Warrant, Caledonian European Securities Ltd.,
            dated July 15, 1993                                         **

10.21       Warrant, Neil Haverty, dated July 15, 1993                  **

10.22       Warrant, Maroon Bells Capital Partners, Inc.,
            dated July 15, 1993                                         **

10.23       Promissory Note of Nolan K. Bushnell, dated as
            of February 8, 1993, payable to OCTuS, Inc.                 **

10.24       Stock Pledge Agreement by Nolan K. Bushnell in favor
            of OCTuS, Inc., dated February 8, 1993, as amended
            October 7, 1993                                             **

10.25       Purchase and Sale Agreement dated September 14, 1993
            by and between OCTuS, Inc. and National Computer
            Systems, Inc.                                               **

10.26       Letter Agreement dated January 26, 1995 by and
            between OCTuS, Inc. and National Computer Systems, Inc.      #

10.27       Purchase and License Agreement dated March 7, 1995
            by and between Cintech Tele-Management Systems, Inc.
            and OCTuS, Inc., as amended May 16, 1995                   +++

10.28       Product Development and License Agreement dated
            September 5, 1995 by and between Ascom
            Telecommunications Limited and OCTuS, Inc.                   !

10.29       Promissory Note dated December 1, 1995 from
            OCTuS, Inc. to Maroon Bells Capital Partners, Inc.           &

10.30       Stock and Warrant Purchase Agreement dated
            June 24, 1997 by and between OCTuS, Inc. and
            Advanced Technologies International, Ltd.                   ++

10.31       Warrant to Purchase Common Stock from OCTuS, Inc.
            to Advanced Technologies International, Ltd. dated
            June 24, 1997                                               ++

10.32       Agreement dated as of August 8, 1997 relating to
            settlement of claims among OCTuS parties and RAS/TAG
            parties.                                                     &

11          Statements re: computation of (loss) earnings
            per share and shares used in per share calculation         +++

16.1        Letter dated March 13, 1997 from Price Waterhouse
            to the Securities and Exchange Commission                    ~

<FN>
*     Incorporated by reference from the Company's Form S-1, as amended,
      bearing the SEC registration number 33-51862, which was declared
      effective January 15, 1993.

**    Incorporated by reference from the Company's Annual Report on
      Form 10-KSB for the calendar year ended December 31, 1993.

+     Incorporated by reference from the Company's Post-Effective Amendment
      No. 1 on Form S-3 to Form S-1, bearing the SEC registration number
      33-51862, which was declared effective January 6, 1995.

#     Incorporated by reference from the Company's Annual Report on
      Form 10-KSB for the calendar year ended December 31, 1994 filed
      with the SEC, April 17, 1995.

+++   Incorporated by reference from the Company's amended Annual Report on
      Form 10-KSB/A for the calendar year ended December 31, 1994 filed with
      the SEC July 6, 1995.

!     Incorporated by reference from the Company's Quarterly Report on
      Form 10-QSB for the period ended September 30, 1995 filed with the
      SEC, November 13, 1995.

~     Incorporated by reference from the Company's Form 8-K filed with the
      Securities and Exchange Commission on March 12, 1997.

&     Incorporated by reference to the Company's Annual Report on Form 10-KSB
      for the fiscal year ended December 31, 1997 as filed with the SEC on
      September 30, 1997.

++    Incorporated by reference from the Company's Quarterly Report on
      Form 10-QSB for the period ended September 30, 1997 filed with the SEC
      on August 12, 1997.
</TABLE>

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<PAGE>