<PAGE>   1
                     U.S. Securities and Exchange Commission
                             Washington, D.C. 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, 1997

|_|      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

        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                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

          4520 EXECUTIVE DRIVE, PLAZA TWO, SAN DIEGO, CALIFORNIA 92121
                    (Address of principal executive offices)

                                  619-824-1185
                           (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:

May __, 1997            Common Stock, no par value            4,222,922
(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>   2
                                   OCTUS, INC.
                                   FORM 10-QSB
                       FOR THE PERIOD ENDED MARCH 31, 1997



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

         ITEM 1.  FINANCIAL STATEMENTS

                           Condensed Balance Sheets at March 31, 1997 and
                           December 31, 1996

                           Condensed Statements of Operations for the three
                           months ended March 31, 1997 and 1996

                           Condensed Statements ofCash Flows for the three
                           months ended March 31, 1997 and 1996

                           Notes to Condensed Financial Statements


         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS



PART II. OTHER INFORMATION
</TABLE>


SIGNATURES



                                       2
<PAGE>   3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

OCTUS, INC.
CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                              MARCH 31,
                                                                                1997          DECEMBER 31,
                                                                             (UNAUDITED)          1996
                                                                            ------------      ------------
<S>                                                                         <C>               <C>         
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                                 $      4,000      $     13,000
  Accounts receivable                                                                  0
  Other current assets
                                                                            ------------      ------------
   TOTAL CURRENT ASSETS                                                            4,000            13,000

Property and equipment                                                             3,000             5,000
Other noncurrent assets                                                                0
                                                                            ------------      ------------

   TOTAL ASSETS                                                             $      7,000      $     18,000
                                                                            ============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                                          $     27,000      $     28,000
  Accrued liabilities                                                             15,000            24,000
  Current portion of capitalized lease obligations                                 1,000             2,000
  Advances payable                                                               125,000            70,000
  Convertible note payable                                                        25,000            25,000
  Unearned royalty                                                                10,000            10,000
                                                                            ------------      ------------
   TOTAL CURRENT LIABILITIES                                                     203,000           159,000


NONCURRENT LIABILITIES
  Convertible note payable                                                  $          0      $          0
  Capitalized lease obligation, net of current portion                                 0                 0
                                                                            ------------      ------------
                                                                            $          0      $          0
                                                                            ------------      ------------
   TOTAL LIABILITIES                                                             203,000           159,000

Shareholders' Deficiency
  Common stock, no par value,
   20,000,000 shares authorized,4,222,922 shares issued and outstanding       19,271,000        19,271,000
Series C Preferred Stock, 10,000,000 authorized, 250,000shares
  issued and outstanding                                                         151,000           151,000
Common Stock Warrants                                                          2,696,000         2,696,000
  Accumulated deficit                                                        (22,314,000)      (22,259,000)
                                                                            ------------      ------------
   TOTAL SHAREHOLDERS' DEFICIENCY                                               (196,000)         (141,000)
                                                                            ------------      ------------
TOTAL LIABILITIES AND SHAREHOLDER DEFICIENCY                                $      7,000      $     18,000
                                                                            ============      ============
</TABLE>


                   See notes accompanying financial statements



                                       3
<PAGE>   4
OCTUS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)


<TABLE>
<CAPTION>
                                       FOR THE THREE MONTHS ENDED MARCH 31,

                                              1997             1996
                                          -----------      -----------
<S>                                       <C>              <C>        
Revenues:
  Net sales                               $         0      $     5,000
  Royalties                                         0           50,000
  Interest                                          0                0


                                          -----------      -----------
                                                    0           55,000
                                          -----------      -----------

Costs and expenses:
  Cost of sales                                 5,000            5,000
  Selling, general and administrative          49,000           56,000
  Research and development                          0
  Interest                                      1,000            1,000
                                          -----------      -----------
                                               55,000           62,000
                                          -----------      -----------

Net loss before income taxes                  (55,000)          (7,000)

                                          -----------      -----------
Net loss                                  ($   55,000)     ($    7,000)
                                          ===========      ===========


Net loss per common share                 ($     0.01)     ($     0.00)
                                          ===========      ===========


Shares used in per share calculation        4,222,922        4,222,922
                                          ===========      ===========
</TABLE>


                   See notes accompanying financial statements



                                       4
<PAGE>   5
OCTuS, Inc.
Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
                                                   FOR THE THREE MONTHS ENDED MARCH 31,
                                                            1997          1996
                                                          --------      --------
<S>                                                       <C>           <C>      
Cash flow from operating activities:
    Net (loss) gain                                       ($55,000)     ($ 7,000)
Adjustments to reconcile net loss to net cash
    used by operating activities:
    Depreciation and amortization                         $  1,000      $  2,000
    Loss (gain) on disposal of property and equipment     $      0      $  1,500
    Increase (decrease) in accounts receivable            $      0      ($ 4,000)
    Decrease  in inventories                              $      0      $      0
    Decrease in other current assets                      $      0      $      0
    (Increase) decrease in other noncurrent assets        $      0      $      0
    (Decrease) in accounts payable                        ($ 1,000)     $ 13,000
    Increase (decrease) in accrued liabilities            ($10,000)     ($ 7,000)
    Increase (decrease) in deferred revenue               $      0      $      0

                                                          --------      --------
Net cash used by operating activities                     ($65,000)     ($ 1,500)
                                                          --------      --------

Cash flow from investing activities:
    Expenditures for property and equipment               $  2,000      ($ 3,000)
    Loans to officers
    Proceeds from sale of fixed assets                    $      0      $  3,000
                                                          --------      --------
Net cash provided by investing activities                 $  2,000      $      0
                                                          --------      --------

Cash flow from financing activities:
   Payments of capital leases and long-term debt          ($ 1,000)     ($ 1,000)
   Proceeds from borrowings                               $ 55,000      $      0
                                                          --------      --------
Net cash provided by financing activities                 $ 54,000      ($ 1,000)
                                                          --------      --------

Net decrease in cash and cash equivalents                 ($ 9,000)     ($ 2,500)

Cash and cash equivalents at beginning of period          $ 13,000      $  3,000
                                                          --------      --------
Cash and cash equivalents at end of period                $  4,000      $    500
                                                          --------      --------

Supplemental disclosures of cash flow information:
   Cash paid during the period for:
   Interest                                               $  1,000      $      0
                                                          ========      ========
</TABLE>


                   See notes accompanying financial statements



                                       5
<PAGE>   6
                                  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,
1997 and December 31, 1996, and the results of operations for the three months
ended March 31, 1997 and 1996, and its cash flows for the three months ended
March 31, 1997 and 1996. 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 for the
year ended December 31, 1996.


NOTE 2.  AGREEMENT FOR DISTRIBUTION OF RETAIL PRODUCT IN NORTH AMERICA

         In March, 1995, the Company entered into a three-year agreement with
Cintech Tele-Management Systems, Inc. ("Cintech") granting Cintech exclusive
rights to distribute the retail version of OCTuS PTA in North America. In
connection with the agreement, Cintech also purchased all of the Company's
retail OCTuS PTA inventory and obtained the rights to manufacture additional
units of the product. In March 1997, Cintech elected not to renew its license to
distribute OCTuS PTA.

--------------------------------------------------------------------------------

NOTE 3.  EUROPEAN LICENSING AGREEMENT

         On September 5, 1995, the Company entered into a product development
and license agreement with Ascom Telecommunications Limited ("Ascom") of the
United Kingdom. The agreement provides Ascom with an exclusive license to
manufacture and sell to distributors, resellers and end users in Europe a
special version of OCTuS PTA which has been modified to operate through the
personal computer's serial port with Ascom's proprietary telephone. Said
exclusivity shall continue for so long as Ascom sells or otherwise pays OCTuS a
specified minimum royalty on a quarterly basis. The agreement provides that
Ascom shall pay the Company a total of $65,000 for the required modifications to
the standard OCTuS PTA product. To date, the Company has received $60,000 of
that amount from Ascom as payment for the required modifications to the standard
OCTuS PTA program. Under the agreement, Ascom has the right to access the source
code of the product in the event the Company becomes insolvent or is otherwise
unable to support the product.



                                       6
<PAGE>   7
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, 1997. Additionally, the financial statements and notes thereto
and Management's Discussion and Analysis in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1996 will provide additional information.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997

The following table sets forth certain revenue and expense classifications as
percentage of revenues (unaudited):

<TABLE>
<CAPTION>
                                     FOR THE THREE MONTHS ENDED MARCH 31,
                                             1997         1996
                                            -----        -----
<S>                                          <C>         <C>
Revenues:
  Net sales                                  --            9.1%
Royalties                                    --           90.9%
                                            -----        -----
                                             --          100.0%
                                            -----        -----

Costs and expenses:
  Cost of sales                              --            9.1%
  Selling, general and administrative        --          101.8%

  Interest                                   --            1.8%
                                            -----        -----
                                             --          112.7%

Loss before income taxes                     --          (12.7%)
                                            -----        -----
Net loss                                     --          (12.7%)
                                            =====        =====
Cost of sales as a percent of net sales      --            100%
                                            =====        =====
</TABLE>


         Net Sales. There were no net sales for the three months ended March 31,
1997, which represented a decrease of $5,000 or 100%, from the same period in
1996. This decrease is primarily the result of the completion of the Company's
shift, begun in 1995, from selling its OCTuS PTA product through retail channels
to one of promoting its technology through licensing.



                                       7
<PAGE>   8
         Royalties. There was no royalty income recorded for the three months
ended March 31, 1997. Royalty income for the period ended March 31, 1996 was
$50,000. Such amount for the period ended March 31, 1996 represents royalty
income received from Ascom Telecommunications Limited of the United Kingdom,
which in September 1995, executed a license agreement with the Company whereby
the Company granted exclusive rights to Ascom to manufacture and distribute a
special serial-port version of the OCTuS PTA software to the European market and
Cintech Tele-Management Systems, Inc. of Cincinnati, Ohio, which in March 1995
the Company granted the exclusive rights to the retail version of OCTuS PTA
product for North America.

         Cost of Sales. No amounts were recorded for cost of sales for the three
months ended March 31, 1997, which represents a decrease of $5,000, or 100%,
from the same period in 1996. The decrease reflects the completion of the
transition of the Company from a sales and marketing company to a licensing
organization. Cost of sales as a percentage of net sales was zero for the three
months ended March 31, 1997, as compared to 100% in the prior year period. This
reflects a decrease in product sales as compared to the same period in the
previous year, which was due to completion of the Company's transition from its
focus on sales and marketing to one of licensing of its technology.

         Selling, General and Administrative. The Company recorded $49,000 for
selling, general and administrative expenses for the three months ended March
31, 1997, a decrease of $7,000, or 12.5%, from the same period in 1996. This
decrease from the prior period is due primarily to reduced capital resources and
operating expenses of the Company caused by continued downsizing and relocation
to significantly smaller quarters.


         Net Loss. Net loss for the three months ended March 31, 1997 was
$55,000, as compared to a $7,000 loss for the same period in 1996.


         LIQUIDITY AND CAPITAL RESOURCES. For the three months ended March 31,
1997, the Company posted a net loss of $55,000. The Company's operating and
investing activities used cash of $67,000. Cash on hand on May 1, 1997 was
$4,000. In March 1997, Cinetech elected not to renew its license to distribute
OCTuS PTA. However, Cinetech intends to use the OCTuS technology with other
proprietary products. The Cintech agreement notwithstanding, management believes
that without an influx of significant new revenues from the licensing of the
Company's products, the Company's cash on hand and revenues from operations will
not be sufficient to sustain its operations in 1997. Although the Company has
actively been pursuing such 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 sharse of Seris C Preferred
stock (which votes with the Common Stock with each share of Series C Preferred
Stock having ten votes) for $150,000 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. The Company currently has been meeting its addiitonal
liquidity needs through loans from Basic Research Corporation, an affiliate of
ATI. The loan balance has been increasing at approximately $15,000 per month.
The Company pays 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 by ATI. 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.



                                       8
<PAGE>   9
                  RISK FACTORS WHICH MAY AFFECT FUTURE RESULTS

         HISTORY OF OPERATING LOSSES

         For the calendar year ended December 31 1996, the Company incurred a
loss of $191,056. For the calendar year ended December 31, 1995, the Company
recorded a gain of $586,000, however, such gain primarily reflects one-time
receipts of revenue by the Company in connection with its transition from a
sales and marketing company to a licensing organization as well as a reduction
in expenses associated with substantial reductions in force and other operating
costs necessitated by lack of significant product sales and resultant decreases
in available cash resources. The Company did not produce any revenues during
the three months ended March 31, 1997.

         The absence of a significant level of sales of the Company's products,
either as standalone retail units or incorporated into third party products will
cause the Company to continue to generate significant losses. There is no
assurance that the Company's operations will be successful or will be profitable
in the future.


NEED FOR ADDITIONAL CAPITAL

         The Company's cash on hand as of May 1, 1997 was $4,000, which is
inadequate to meet the Company's budgeted operating requirements. Additional
cash resources are required to sustain the Company's operations unless adequate
revenues from sales and licensing of the Company's OCTuS PTA product line
develop, of which there can be no assurance. While operations to date are being
funded by loans from Basic Research Corporation, an affiliate of ATI, one of the
Company's principal shareholders, it should be noted that the



                                       9
<PAGE>   10
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 curtail operations or cease business activities altogether.


RESTRUCTURING OF OPERATIONS

         The Company underwent substantial restructuring in 1994 and 1995,
primarily as a result of continued operating losses. This restructuring included
a substantial reduction in the Company's workforce from 46 employees (as of
March 31, 1994) to one employee (as of May 1, 1997) as well as relocation of its
headquarters to another facility with lower operating costs. In addition, Ray M.
Healy became the Company's President and Chief Executive Officer in November
1994. However, Mr. Healy resigned as the Company's President and Chief Executive
Officer on May 31, 1995 in order to pursue other opportunities and Mr. Belden
was re-appointed to that position. Mr. Belden is the sole remaining executive
officer of the Company. Mr. Donald O. Aldridge, a director of the Company since
June 1995, was appointed Chairman of the Board of the Company in October 1995.
In June 1996, the Company sold to ATI 250,000 shares of Series C Preferred Stock
(which votes with the Company's Common Stock with each share of Series C
Preferred Stock having ten votes) for $150,000 and issued warrants to purchase
up to an additional 3,000,000 shares of the Company's Common Stock at an
additional exercise price of $0.43 per share.

         Although this restructuring effected a major reduction in the Company's
operating expenses, the Company's cash on hand continues to be insufficient to
meet its present operating expenses. Without a substantial increase in revenues,
the Company will be required to make additional reductions in expenses, which
will affect the Company's ability to continue its operations.

         NEED FOR PRODUCT ACCEPTANCE

         The Company's ability to complete the development and testing of future
revisions and/or improvements to OCTuS PTA is uncertain due to lack of
sufficient financial resources. As such, there is no assurance that the
Company's testing and development schedules for such future versions will ever
be met. The Company's inability to complete such development and testing could
have a material adverse effect on the Company's financial condition and results
of operations, and could raise questions as to the Company's ability to continue
as a going concern.

         In addition, because the computer industry is characterized by rapid
technological change, there can be no assurance that the Company's products will
not be rendered obsolete as a result of technological developments before or
after their introduction. The Company's limited resources has impaired the
Company's ability to quickly introduce its new products, continually improve
such products and develop other products in order to compete effectively in this
industry. Accordingly, there is no assurance that the Company will be able to
complete the development of such new products or improvements on a timely basis,
if at all.

         MARKETING/DEPENDENCE ON OTHERS FOR DISTRIBUTION

         In order to generate significant revenues from OCTuS PTA, the Company
must successfully implement a program to license the product to companies in the
personal computer and telecommunications industry for incorporation into their
respective products.

         DEPENDENCE ON THIRD PARTY SOFTWARE

         The Company's products are designed for use with Microsoft(R)
Windows(TM). Although the product functions with Windows 95, the Company will
likely have to revise its product for use with newer versions of that product as
well as for each different combination of computers and telephone systems. In



                                       10
<PAGE>   11
addition, since the Company's products will operate in conjunction with these
other operating systems and applications, changes to such systems will require
the Company to adapt its products accordingly. The Company's ability to perform
such ongoing development has been impaired by its present financial condition
and there can be no assurance that the Company will be capable of conducting any
such improvements, which could affect the Company's ability to continue as a
going concern.

         HIGHLY COMPETITIVE INDUSTRY

         The computer industry is highly competitive and rapidly changing. There
are other companies that are engaged in marketing and development of products
similar to certain of the Company's products that employ similar technologies
which directly compete or could compete with the remainder of the Company's
products. Many of these competitors have significantly greater financial,
technical, manufacturing, and marketing resources and greater name recognition
than the Company. The Company believes that due to the nonproprietary nature of
its products and the relatively low barriers to entry to its markets that,
unless it establishes a significant installed base before its competitors, the
Company will not have any sustainable long-term advantage over its competitors.
The Company believes that its ability to compete depends on elements both within
and outside its control, including the success and timing of new product
development by the Company and its competitors, product performance and price,
productivity enhancement, distribution and customer support. There is no
assurance that the Company will be able to compete successfully with respect to
these factors or others.

         FLUCTUATIONS IN OPERATING RESULTS

         The Company's operating results may vary significantly from period to
period depending on factors such as the timing of new product introductions by
the Company and its competitors, product mix, changes in distribution channels,
increased competition, changes in product demand resulting from seasonal
fluctuations in business activity, and changes in operating and material costs.
As a result of these and other factors, the Company could experience significant
fluctuations in results of operations in future periods.

         INTELLECTUAL PROPERTY

         The Company generally relies on confidentiality agreements with its
employees and consultants to protect its proprietary information. There is no
assurance that existing or future patents, copyrights, trademarks and
confidentiality agreements will afford protection from material infringement.
There is also no assurance that the Company's technologies and products will not
infringe upon patents or copyrights of others. Management of the Company
believes that because of the rapid pace of technological change in its industry,
patent and copyright protection is less significant than the ability of the
Company to develop and market new products.

         GENERAL ECONOMIC AND MARKET CONDITIONS

         Demand for the Company's products depends largely upon the overall
demand for computer and communications products. Demand for such products
fluctuates from time to time based on numerous factors, including capital
spending levels and general economic conditions. There is no assurance that
there will not be a decline in overall demand for computer and communications
products as a result of general economic conditions or otherwise, and any such
decline could have a material adverse effect on the Company's business.


         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



                                       11
<PAGE>   12
by disinterested and independent members of the Board of Directors. However,
such agreements were not always reached as the result of arms-length
negotiations.

         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 OTC Bulletin Board (commonly
referred to as 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, Units, and Warrants.

         SHARES ELIGIBLE FOR FUTURE SALE

         Sales of substantial amounts of the Common Stock in the public market
could have an adverse effect on the price of the publicly-traded Units, Common
Stock and the Warrants and could potentially adversely affect the Company's
ability to raise additional funds. At March 31, 1997, 189,799 stock options held
by Mr. Belden at the time of the January 1993 initial public offering, are
subject to a lockup agreement with RAS Securities Corp., the underwriter of the
initial public offering, whereby Mr. Belden has agreed not to sell, contract
to sell, or otherwise dispose of such shares of Common Stock, without the
consent of RAS Securities Corp., until the date the Company has $1.0 million or
more in earnings after taxes in any fiscal year as certified by the Company's
independent accountants.


         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.

PART II.

OTHER INFORMATION

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

(a)      See Exhibit List and Exhibits, beginning on page 14.

(b)      No reports on Form 8-K were filed with the SEC during the period
         covered by this report.



                                       12
<PAGE>   13
                                   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: May __, 1997

                                              /s/ JOHN C. BELDEN
                                             ________________________

                                             John C. Belden
                                             President & CEO/
                                             Chief Financial Officer



                                       13
<PAGE>   14
EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                    SEQUENTIALLY
EXHIBIT                                                                               NUMBERED
NUMBER                              DESCRIPTION NUMBERED                                PAGE
------                              --------------------                            ------------
<C>               <S>                                                                    <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                                               *
</TABLE>



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<PAGE>   15
<TABLE>
<CAPTION>
                                                                                    SEQUENTIALLY
EXHIBIT                                                                               NUMBERED
NUMBER                              DESCRIPTION NUMBERED                                PAGE
------                              --------------------                            ------------
<C>               <S>                                                                    <C>  
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, 1996 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, 1996                   ++
10.32             Agreement dated as of August 8, 1996 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, 1996 from Price Waterhouse to the
                  Securities and Exchange Commission                                     ~

27.1              Financial Data Schedule
</TABLE>

*        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.



                                       15
<PAGE>   16
!        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, 1996.

&        Incorporated by reference to the Company's Annual Report on Form 
         10-KSB for the fiscal year ended December 31, 1996 as filed with the
         SEC on March 31, 1997.

++       Incorporated by reference from the Company's Quarterly Report on Form
         10-QSB for the period ended June 30, 1996 filed with the SEC on August
         12, 1996.



                                       16