**UNITED
          STATES**
 **SECURITIES
          AND EXCHANGE COMMISSION**
 **Washington,
          D.C. 20549**
  
 **FORM
          10-QSB**
  x
              **QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF 1934
                  FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
                  2007**
  o
                **TRANSITION
                    REPORT PURSUANT TO 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)
 
 **Nevada**
              **33-0013439**(State
                  or other jurisdiction
                of
                  incorporation or organization)
              (I.R.S.
                  Employer
                Identification
                  No.)
 
 **Marbella,
                  Avenida  Aquilino de la Guardia Y Calle 47, Edificio Ocean
                  Plaza, Piso 16 Republic of Panama**(Address
                  of principal executive offices)
 
 **(011)
                  (507) 265-1555**(Issuer’s
                  Telephone Number)
  Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes
        [X]  No [   ].
 
 **APPLICABLE
        ONLY TO CORPORATE ISSUERS**
  State
        the
        number of shares outstanding of each of the issuer's classes of common equity,
        as of the latest practical date.  As
        of November 15, 2007, the issuer the following classes of its
        stock issued and outstanding:
 Class:  Common
          Stock, $0.001 Par Value:  13,437,072 shares outstanding
 Class:  Preferred
          Stock, $0.001 Par Value:  0 shares outstanding




**PART
        I - FINANCIAL INFORMATION**
  **OCTuS,
          INC.**
 **CONSOLIDATED
          BALANCE SHEET**
 **September
          30, 2007**
 **(unaudited)**
 **ASSETS**CURRENT
                  ASSETSCash
              
              $
              -**LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT)**CURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              14,925Accounts
                  payable - related party
              
              
              3,169Convertible
                  note payable - related party
              
              
              306,456Convertible
                  note payable
              
              
              113,747Total
                  current liabilities
              
              
              438,297STOCKHOLDERS'
                  (DEFICIT)Series
                  A preferred stock, $0.001 par value, 300,000 shares authorized,
                  noshares
                  issued or outstanding
              
              
              -Series
                  B preferred stock, $0.001 par value, 910,000 shares authorized,
                  noshares
                  issued or outstanding
              
              
              -Series
                  C 6% cumulative preferred stock, $0.001 par value, 250,000 shares
                  authorized,no
                  shares issued or outstanding
              
              
              -Undesignated  preferred
                  stock, $0.001 par value, 540,000 shares
                  authorized,  noshares
                  issued or outstanding
              
              
              -Common
                  stock,  $0.001 par value, 100,000,000 shares
                  authorized,13,437,072
                  shares issued and outstanding
              
              
              13,437Paid-in
                  capital
              
              
              22,857,472Accumulated
                  (deficit)
              
              
              (23,309,206
              )Total
                  stockholders' (deficit)
              
              
              (438,297
              )$
              -
 
 **The
        accompanying notes are an integral part of these consolidated financial
        statements.**
  1
 
  **OCTuS,
            INC.**
 **CONSOLIDATED
            STATEMENTS OF OPERATIONS** **(unaudited)**
 **THREE**
              ****
              ****
              **NINE**
              ****
              ****
              **THREE**
              ****
              ****
              **NINE**
              ********
              ****
              **MONTHS**
              ****
              ****
              **MONTHS**
              ****
              ****
              **MONTHS**
              ****
              ****
              **MONTHS**
              ********
              ****
              **ENDED**
              ****
              ****
              **ENDED**
              ****
              ****
              **ENDED**
              ****
              ****
              **ENDED**
              ********
              ****
              **SEPTEMBER
                  30,**
              ****
              ****
              **SEPTEMBER
                  30,**
              ****
              ****
              **SEPTEMBER
                  30,**
              ****
              ****
              **SEPTEMBER
                  30,**
              ********
              ****
              **2007**
              ****
              ****
              **2007**
              ****
              ****
              **2006**
              ****
              ****
              **2006**Revenues
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -General
                  and administrative expenses
              
              
              5,312
              
              
              
              29,059
              
              
              
              8,936
              
              
              
              25,776(Loss)
                  from operations
              
              
              (5,312
              )
              
              
              (29,059
              )
              
              
              (8,936
              )
              
              
              (25,776
              )Interest
                  expense
              
              
              (4,263
              )
              
              
              (12,069
              )
              
              
              (3,383
              )
              
              
              (9,157
              )Net
                  (loss)
              
              $
              (9,575
              )
              
              $
              (41,128
              )
              
              $
              (12,319
              )
              
              $
              (34,933
              )Per
                  share information - basic and dilutedWeighted
                  average shares outstanding
              
              
              13,437,072
              
              
              
              13,437,072
              
              
              
              13,437,072
              
              
              
              13,437,072Net
                  (loss) per common share
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )
 
 **The
        accompanying notes are an integral part of these consolidated financial
        statements.**
  2
 
 **OCTuS,
            INC.**
 **CONSOLIDATED
            STATEMENTS OF CASH FLOWS** **(unaudited)**
 **NINE
                  MONTHS**
              ****
              ****
              **NINE
                  MONTHS**
              ********
              ****
              **ENDED**
              ****
              ****
              **ENDED**
              ********
              ****
              **SEPTEMBER
                  30,**
              ****
              ****
              **SEPTEMBER
                  30,**
              ********
              ****
              **2007**
              ****
              ****
              **2006**OPERATING
                  ACTIVITIESNet
                  cash (used in) operating activities
              
              $
              (27,462
              )
              
              $
              (32,644
              )INVESTING
                  ACTIVITIESNet
                  cash (used in) investing activities
              
              
              -
              
              
              
              -FINANCING
                  ACTIVITIESProceeds
                  from notes payable - related party
              
              
              27,462
              
              
              
              32,644Net
                  cash provided by financing activities
              
              
              27,462
              
              
              
              32,644Net
                  (decrease) in cash
              
              
              -
              
              
              
              -BEGINNING
                  CASH
              
              
              -
              
              
              
              -ENDING
                  CASH
              
              $
              -
              
              
              $
              -
   **The
          accompanying notes are an integral part of these consolidated financial
          statements.**
  3
  **OCTuS,
        INC.**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **SEPTEMBER
        30, 2007**
 **(UNAUDITED)**
   **Note
        1. Basis of Presentation**
 
 The
        accompanying unaudited financial statements have been prepared in accordance
        with accounting principles generally accepted in the United States of America
        (“GAAP”) for interim financial information and Item 310(b) of Regulation S-B.
        They do not include all of the information and footnotes required by GAAP
        for
        complete financial statements. In the opinion of management, all adjustments
        (consisting only of normal recurring adjustments) considered necessary for
        a
        fair presentation have been included. The results of operations for the periods
        presented are not necessarily indicative of the results to be expected for
        the
        full year. For further information, refer to the audited financial statements
        of
        the Company as of December 31, 2006 and for the two years then ended, including
        notes thereto, included in the Company’s Form 10-KSB.
 
 **Note
        2. Earnings Per Share**
 
 The
        Company calculates net income (loss) per share as required by Statement of
        Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings
        (loss) per share is calculated by dividing net income (loss) by the weighted
        average number of common shares outstanding for the period. Diluted earnings
        (loss) per share is calculated by dividing net income (loss) by the weighted
        average number of common shares and dilutive common stock equivalents
        outstanding. During the periods presented, common stock equivalents were
        not
        considered, as their effect would be anti-dilutive.
 
 **Note
        3. Going Concern**
 
 The
        accompanying consolidated financial statements have been prepared in conformity
        with GAAP, which contemplates continuation of the Company as a going concern.
        The Company has working capital and stockholders’ deficits of $438,297 and an
        accumulated deficit of $23,309,206 as of September 30, 2007.  These
        conditions raise substantial doubt about the Company’s ability to continue as a
        going concern.
 
 The
        Company is currently seeking a viable business to merge with and, in addition,
        is seeking equity capital. However, 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. The Company is reliant on a related party to provide
        working capital.
 
 The
        financial statements do not include any adjustments to reflect the possible
        future effects on the recoverability and classification of assets or the
        amounts
        and classification of liabilities that may result from the possible inability
        of
        the Company to continue as a going concern.
 
 **Note
        4. Related Party Transactions and Convertible Debt**
 
 During
        the nine months ended September 30, 2007, a related party advanced additional
        funds to the Company under an existing loan arrangement.  The purpose
        of the additional advances was to provide working capital so that the Company
        could continue operations.  Advances during the first nine months of
        2007 totaled $27,462 and the total accumulated advances as of September 30,
        2007
        were $175,422.  Interest expense accrued on the advances during the
        nine months ended September 31. 2007 was $12,069 and the total accumulated
        accrued interest payable as of September 30, 2007 was $49,849.  In
        addition, the Company had accrued an accumulated balance of dividends payable
        to
        this related party of $81,185 as of September 30, 2007.
 
 Effective
        September 30, 2007, the Company restructured all amounts due to this related
        party into a convertible promissory note payable with a principal balance
        of
        $306,456.  The convertible promissory note bears interest at 8% and is
        due upon ninety days notice. The note is convertible at a price of $0.10
        per
        share.
 
 During
        the nine months ended September 30, 2007, certain amounts payable to related
        parties were transferred by the related parties to an unrelated third
        party.  Effective September 30, 2007, the Company restructured these
        obligations into a convertible promissory note payable with a principal balance
        of $113,747.  The convertible promissory note bears interest at 8% and
        is due upon ninety days notice. The note is convertible at a price of $0.10
        per
        share.
  4
 
 **Item
        2. Plan of Operation**
 
 **This
        following information specifies certain forward-looking statements of management
        of the company. Forward-looking statements are statements that estimate the
        happening of future events and are not based on historical fact. Forward-looking
        statements may be identified by the use of forward-looking terminology, such
        as
“may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”,
“probable”, “possible”, “should”, “continue”, or similar terms, variations of
        those terms or the negative of those terms. The forward-looking statements
        specified in the following information have been compiled by our management
        on
        the basis of assumptions made by management and considered by management
        to be
        reasonable. Our future operating results, however, are impossible to predict
        and
        no representation, guaranty, or warranty is to be inferred from those
        forward-looking statements.**
 
 **The
        assumptions used for purposes of the forward-looking statements specified
        in the
        following information represent estimates of future events and are subject
        to
        uncertainty as to possible changes in economic, legislative, industry, and
        other
        circumstances. As a result, the identification and interpretation of data
        and
        other information and their use in developing and selecting assumptions from
        and
        among reasonable alternatives require the exercise of judgment. To the extent
        that the assumed events do not occur, the outcome may vary substantially
        from
        anticipated or projected results, and, accordingly, no opinion is expressed
        on
        the achievability of those forward-looking statements. We cannot guaranty
        that
        any of the assumptions relating to the forward-looking statements specified
        in
        the following information are accurate, and we assume no obligation to update
        any such forward-looking statements.**
 
 **Critical
        Accounting Policy and Estimates.**Our Management's Discussion and
        Analysis of Financial Condition and Results of Operations section discusses
        our
        consolidated financial statements, which have been prepared in accordance
        with
        accounting principles generally accepted in the United States of America.
        The
        preparation of these financial statements requires management to make estimates
        and assumptions that affect the reported amounts of assets and liabilities
        at
        the date of the financial statements and the reported amounts of revenues
        and
        expenses during the reporting period. On an on-going basis, management evaluates
        its estimates and judgments, including those related to revenue recognition,
        accrued expenses, financing operations, and contingencies and litigation.
        Management bases its estimates and judgments on historical experience and
        on
        various other factors that are believed to be reasonable under the
        circumstances, the results of which form the basis for making judgments about
        the carrying value of assets and liabilities that are not readily apparent
        from
        other sources. Actual results may differ from these estimates under different
        assumptions or conditions. The most significant accounting estimates inherent
        in
        the preparation of our financial statements include estimates as to the
        appropriate carrying value of certain assets and liabilities which are not
        readily apparent from other sources. These accounting policies are described
        at
        relevant sections in this discussion and analysis and in the notes to the
        consolidated financial statements included in our Annual Report as of December
        31, 2006 filed on Form 10-KSB.
 
 **Business.**OCTuS, Inc. ("we," the "Company" or "OCTuS") is actively seeking
        business opportunities involving alternative energy technologies and
        infrastructure projects, which may include acquisition or licensing of these
        technologies or becoming involved with the construction and management of
        various types of energy producing facilities. The Company intends to form
        an
        Advisory Committee comprised of individuals with sufficient experience needed
        to
        review and qualify such technologies and projects for the involvement of
        OCTuS.
 
 Although
        we are seeking such opportunities, we may not consummate any such transaction,
        and should we complete a transaction it is possible that we would not generate
        sufficient revenues to sustain our operations.
 
 We
        anticipate that additional capital will likely have to come from issuing
        additional equity interest, which cannot occur without dramatically diluting
        the
        existing equity ownership of our Common stockholders.
 
 The
        Company was incorporated in October 1983 under the laws of the State of
        California. On December 29, 2001, a majority of the shareholders voted to
        change
        our state of incorporation from California to Nevada. In December 2003, this
        change was completed and we became a Nevada corporation. Currently, only
        our
        Common Stock is eligible for quotation on the OTC Bulletin Board under the
        symbol OCTI.
  **Liquidity
        and Capital Resources.**We have cash of $0 as of September 30, 2007. Our
        total assets were also $0 as of September 30, 2007. Our current liabilities
        were
        $438,297 as of September  30, 2007, consisting of $14,925 in accounts
        payable, and $3,169 in accounts payable to related parties. We also had $113,747
        in convertible note payable and $306,456 in convertible note payable to related
        party. Since we have no cash, we are not able to pay our day to day expenses
        for
        the next twelve months; however we anticipate that Grupo Dynastia S.A., the
        related party that has lent us funds, will continue to do so until we are
        able
        to commence generating revenue; otherwise we may have to cease operations.
        Although we have actively been pursuing new investments or other business
        operations, we cannot give assurance that we will enter into any new investment
        or agreement to acquire such operations, or that the terms of any such
        agreements will be on terms favorable to us. During the nine months ended
        September 30, 2007, Grupo Dynastia S.A. loaned us $27,462 to continue
        operations.
  5
 
 **For
        the three months ended September 30, 2007 and September 30,
        2006.**
 
 **Results
        of Operations.**
 
 **Revenues.**
        We have realized no revenues during either the period ended September 30,
        2007
        or that ended September 30, 2006.
  **Operating
        and Interest Expenses.** For the three months ended September 30, 2007,
        our operating expenses were $5,312, which was represented solely by general
        and
        administrative expenses. We also had $4,263 in interest expense. Therefore,
        for
        the three months ended September 30, 2007, we experienced a net loss of $9,575.
        Grupo Dynastia S.A. has been funding our operations since we are not currently
        generating revenues. This is in comparison to the three months ended September
        30, 2006, where we had operating expenses of $8,936, also represented solely
        by
        general and administrative expenses. Our operating expenses were lower for
        the
        period ending in 2007 due to a change in the timing of when professional
        services were performed. For the three months ended September 30, 2006, we
        also
        had $3,383 in interest expense, making our net loss $12,319.
  **For
        the nine months ended September 30, 2007 and September 30,
        2006.**
 
 **Results
        of Operations.**
 
 **Revenues.**
        We have realized no revenues during either the period ended September 30,
        2007
        or that ended September 30, 2006.
 
 **Operating
        and Interest Expenses.** For the nine months ended September 30, 2007,
        our operating expenses were $29,059, which was represented solely by general
        and
        administrative expenses. We also had $12,069 in interest expense. Therefore,
        for
        the nine months ended September 30, 2007, we experienced a net loss of $41,128.
        Grupo Dynastia S.A. has been funding our operations since we are not currently
        generating revenues. This is in comparison to the nine months ended September
        30, 2006, where we had operating expenses of $25,776, also represented solely
        by
        general and administrative expenses. Our operating expenses were higher for
        the
        period ending in 2007 due to the costs of compliance which we incurred in
        conjunction with preparation of our financial statements and regulatory filings
        required to maintain our status as a public company. For the nine months
        ended
        September 30, 2006, we also had $9,157 in interest expense, making our net
        loss
        $34,933.
 
 **Limitations
        on Net Operating Loss and Credit Carryforwards.**As of September 30,
        2007, we had significant tax credit and research carry forwards for federal
        tax
        reporting purposes that expire through 2009. Additionally, we have federal
        and
        state net operating loss carry forwards, expiring through 2024. Because of
        a
        substantial change in our ownership resulting from an initial public offering,
        an annual limitation has been placed on utilization of the loss carry forwards
        generated prior to our initial public offering.
 
 **Our
        Plan of Operation for the Next Twelve Months.** Management believes that
        without an influx of significant new funds, we will not be able to sustain
        our
        operations through the next fiscal year. Although we have actively been pursuing
        new investment, we cannot give assurance that we will enter into any new
        investment, or that the terms of any such agreements will be on terms favorable
        to us. There is no assurance that Grupo Dynastia S.A., which has been funding
        our operations or any subsequent controlling owners, will continue to fund
        our
        operations. Would we be unable to obtain additional revenues, which is likely,
        and/or raise additional capital, we could be forced to cease business activities
        altogether.
  We
        are
        actively seeking business opportunities involving alternative energy
        technologies and infrastructure projects, which may include acquisition or
        licensing of these technologies or becoming involved with the construction
        and
        management of various types of energy producing facilities. We intend to
        form an
        Advisory Committee comprised of individuals with sufficient experience needed
        to
        review and qualify such technologies and projects for our involvement. There
        is
        no guarantee we will be able to conclude such a transaction or that if we
        do,
        that we will be able to operate profitably, either now or in the
        future.
 
 We
        anticipate that we may still require additional capital, which will likely
        have
        to come from issuing additional equity interest, which cannot occur without
        dramatically diluting the existing equity ownership of our common
        stockholders.
 
 We
        are
        not currently conducting any research and development activities and do not
        anticipate conducting such activities in the near future. Unless we raise
        funds
        to accommodate additional expenditures, we do not anticipate that we will
        purchase any significant equipment. In the event that we generate significant
        revenues and expand our operations, then we may need to hire additional
        employees or independent contractors as well as purchase or lease additional
        equipment.
  6
  **Off-Balance
        Sheet Arrangements.**There are no off balance sheet arrangements that
        have or are reasonably likely to have a current or future effect on our
        financial condition, changes in financial condition, revenues or expenses,
        results of operations, liquidity, capital expenditures or capital resources
        that
        are material to investors.
 
 **Item
        3. Controls and Procedures**
 
 We
        maintain a system of disclosure controls and procedures that is designed
        to
        provide reasonable assurance that information, which is required to be disclosed
        by us in the reports that we file or submit under the Securities and Exchange
        Act of 1934, as amended, is accumulated and communicated to management in
        a
        timely manner.  Our Chief Executive Officer and Chief Financial
        Officer has evaluated this system of disclosure controls and procedures as
        of
        the end of the period covered by this quarterly report, and believe that
        the
        system is operating effectively to ensure appropriate
        disclosure.  There have been no changes in our internal control over
        financial reporting during the most recent fiscal year that have materially
        affected, or are reasonably likely to materially affect, our internal control
        over financial reporting.
  **PART
        II — OTHER INFORMATION**
 
 **Item
        1. Legal Proceedings.**
 
 None.
 
 **Item
        2. Unregistered Sales of Equity Securities and Use of
        Proceeds.**
 
 None.
 
 **Item
        3.  Defaults Upon Senior Securities**
 
 None.
 
 **Item
        4.  Submission of Matters to Vote of Security
        Holders**
 
 None.
 
 **Item
        5.  Other Information**
 
 None.
 
 **Item
        6.  Exhibits**
  **Exhibit**
              **Description**10.1
              Promissory
                  note with Grupo Dynastia SA10.2
              Promissory
                  note with Sasaima Holdings SA31.
              Rule
                  13a-14(a)/15d-14(a) Certifications.32.
              Section
                  1350 Certifications.
  7
  **SIGNATURES**
 
 In
        accordance with the requirements of the Securities Exchange Act of 1934,
        the
        registrant caused this report to be signed on its behalf by the undersigned,
        thereunto duly authorized.
  **OCTuS,
                  Inc.,**
                **a
                  Nevada corporation**Date:
                    November 15, 2007
              By:
              /s/ Josie
                Ben RubiJosie
                  Ben RubiPrincipal
                  Executive, Accounting andFinancial
                  Officer, President, Treasurer,and
                  a Director