**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 JUNE 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 August 14, 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**
 
 **Item
        1.  Financial Statements**
   **OCTuS,
          INC.** **CONSOLIDATED
            BALANCE SHEET** **June
              30, 2007** **(unaudited)**
 **ASSETS**CURRENT
                    ASSETSCash
                
                $
                -**LIABILITIES
                    AND STOCKHOLDERS' (DEFICIT)**CURRENT
                    LIABILITIESAccounts
                    payable
                
                $
                19,577Accounts
                    payable - related parties
                
                
                19,916Accrued
                    interest - related party
                
                
                45,585Accrued
                    dividends
                
                
                81,185Notes
                    payable - related parties
                
                
                262,459Total
                    current liabilities
                
                
                428,722STOCKHOLDERS'
                    (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)
                
                
                (23,299,631
                )Total
                    stockholders' (deficit)
                
                
                (428,722
                )$
                -
   The
        accompanying notes are an integral part of
        these consolidated financial statements.
  2
  **OCTuS,
          INC.**
 **CONSOLIDATED
          STATEMENTS OF OPERATIONS**
 **(unaudited)**
 **THREE**
                ****
                ****
                **SIX**
                ****
                ****
                **THREE**
                ****
                ****
                **SIX**
                ********
                ****
                **MONTHS**
                ****
                ****
                **MONTHS**
                ****
                ****
                **MONTHS**
                ****
                ****
                **MONTHS**
                ********
                ****
                **ENDED**
                ****
                ****
                **ENDED**
                ****
                ****
                **ENDED**
                ****
                ****
                **ENDED**
                ********
                ****
                **JUNE
                    30,**
                ****
                ****
                **JUNE
                    30,**
                ****
                ****
                **JUNE
                    30,**
                ****
                ****
                **JUNE
                    30,**
                ********
                ****
                **2007**
                ****
                ****
                **2007**
                ****
                ****
                **2006**
                ****
                ****
                **2006**Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -General
                    and administrative expenses
                
                
                8,504
                
                
                
                23,747
                
                
                
                12,673
                
                
                
                16,841(Loss)
                    from operations
                
                
                (8,504
                )
                
                
                (23,747
                )
                
                
                (12,673
                )
                
                
                (16,841
                )Interest
                    expense
                
                
                (4,055
                )
                
                
                (7,806
                )
                
                
                (3,185
                )
                
                
                (5,774
                )Net
                    (loss)
                
                $
                (12,559
                )
                
                $
                (31,553
                )
                
                $
                (15,858
                )
                
                $
                (22,615
                )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.
  3
 **OCTuS,
          INC.**
 **CONSOLIDATED
          STATEMENTS OF CASH FLOWS** **(unaudited)**
 **SIX
                    MONTHS**
                ****
                ****
                **SIX
                    MONTHS**
                ********
                ****
                **ENDED**
                ****
                ****
                **ENDED**
                ********
                ****
                **JUNE
                    30, 2007**
                ****
                ****
                **JUNE
                    30, 2006**OPERATING
                    ACTIVITIESNet
                    cash (used in) operating activities
                
                $
                (17,499
                )
                
                $
                (32,644
                )INVESTING
                    ACTIVITIESNet
                    cash (used in) investing activities
                
                
                -
                
                
                
                -FINANCING
                    ACTIVITIESProceeds
                    from notes payable - related parties
                
                
                17,499
                
                
                
                32,644Net
                    cash provided by financing activities
                
                
                17,499
                
                
                
                32,644Net
                    (decrease) in cash
                
                
                -
                
                
                
                -BEGINNING
                    CASH
                
                
                -
                
                
                
                -ENDING
                    CASH
                
                $
                -
                
                
                $
                -
 The
          accompanying notes are an integral part of these consolidated financial
          statements.
 4
  **OCTuS,
          INC.**
 **NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
          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 $428,722 and an
          accumulated deficit of $23,299,631 as of June 30, 2007. In addition, the
          Company
          has no revenue generating operations. 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**
 
 During
          the six months ended June 30, 2007, a related party loaned the Company
          $17,499
          for operations at 10% interest. The loan is unsecured and no terms have
          been
          determined on the repayment of these funds. The balance of notes payable-related
          parties at June 30, 2007 was $262,459. The Company has recorded interest
          expense
          of $7,806 related to the note payable - related parties during the six
          months
          ended June 30, 2007. As of June 30, 2007, $45,585 of interest expense related
          to
          this note payable was unpaid and included in accrued interest - related
          parties.
  5
 **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.
  6
 
 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 June 30,
        2007. Our total assets were also $0 as of June 30, 2007. Our current liabilities
        were $428,722 as of June 30, 2007, consisting of $19,577 in accounts payable,
        $19,916 in accounts payable to related parties.   We also had
        $45,585 in accrued interest payable to a related party, $81,185 in accrued
        dividends payable and $262,459 in notes payable to related
        parties.  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 parties that have 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 six months ended
        June 30, 2007, a related party loaned us $17,499 to continue
        operations.
 
 **For
        the three months ended June 30, 2007 and June 30,
        2006.**
 
 **Results
        of Operations.**
 
 **Revenues.**
        We have realized no revenues during either the period ended June 30, 2007
        or
        that ended June 30, 2006.
 
 **Operating
        and Interest Expenses.** For the three months ended June 30, 2007, our
        operating expenses were $8,504, which was represented solely by general and
        administrative expenses. We also had $4,055 in interest
        expense.  Therefore, for the three months ended June 30, 2007, we
        experienced a net loss of $12,559.  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 June 30,
        2006, where we had operating expenses of $12,673, 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 June
        30, 2006, we also had $3,185 in interest expense, making our net loss
        $15,858.
 
 **For
        the six months ended June 30, 2007 and June 30, 2006.**
 
 **Results
        of Operations.**
 
 **Revenues.**
        We have realized no revenues during either the period ended June 30, 2007
        or
        that ended June 30, 2006.
 
 **Operating
        and Interest Expenses.** For the six months ended June 30, 2007, our
        operating expenses were $23,747, which was represented solely by general
        and
        administrative expenses. We also had $7,806 in interest
        expense.  Therefore, for the six months ended June 30, 2007, we
        experienced a net loss of $31,553.  Grupo Dynastia S.A. has been
        funding our operations since we are not currently generating
        revenues.  This is in comparison to the six months ended June 30,
        2006, where we had operating expenses of $16,841, 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. For the six months ended June 30, 2006, we also had $5,774
        in interest expense, making our net loss $22,615.
  7
 
 **Limitations
        on Net Operating Loss and Credit Carryforwards.**As of June
        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
        business 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.
  **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.
  8
 
 **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**31.
              Rule
                13a-14(a)/15d-14(a) Certifications.32.
              Section
                1350 Certifications.
  9
 
 **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 corporationDate:
                  August 8,
                  2007
              By:
              /s/ Josie
                Ben RubiJosie
                Ben RubiPrincipal
                Executive, Accounting
                andFinancial
                  Officer, President, Treasurer,and
                  a Director
  10