**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 MARCH 31, 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 May 14, 2007, the issuer the following
        classes of its stock issued and outstanding:
  Class:  Common
                  Stock, $0.001 Par Value: 13,437,072 shares outstandingClass:
                  Preferred Stock, $0.001 Par Value: 0 shares
                  outstanding
  1
        **PART
        I - FINANCIAL INFORMATION**
 
 **Item
        1. Financial Statements**
       2
  **OCTuS,
        INC.**
 **CONSOLIDATED
        BALANCE SHEET**
 **March
        31, 2007**
 **(unaudited)**


**ASSETS**CURRENT
                  ASSETSCash
              
              $
              -**LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT)**CURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              17,294Accounts
                  payable - related parties
              
              
              19,916Accrued
                  interest - related party
              
              
              41,529Accrued
                  dividends
              
              
              81,185Notes
                  payable - related party
              
              
              256,239Total
                  current liabilities
              
              
              416,163STOCKHOLDERS'
                  (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
              
              
              (23,287,072
              )Total
                  stockholders' (deficit)
              
              
              (416,163
              )$
              -
   The
        accompanying notes are an integral part of these consolidated financial
        statements.
  3
 **OCTuS,
          INC.**
 **CONSOLIDATED
            STATEMENTS OF OPERATIONS**
 **(unaudited)**
   **THREE
                      MONTHS**
                  
                  **THREE
                      MONTHS****ENDED**
                  
                  **ENDED****MARCH
                      31, 2007**
                  
                  **MARCH
                      31, 2006**Revenues
                  
                  $
                  -
                  
                  $
                  -General
                      and administrative expenses
                  
                  
                  15,243
                  
                  
                  4,168(Loss)
                      from operations
                  
                  
                  (15,243
                  )
                  
                  (4,168
                  )Interest
                      expense
                  
                  
                  (3,751
                  )
                  
                  (2,589
                  )Net
                      (loss)
                  
                  $
                  (18,994
                  )
                  $
                  (6,757
                  )Per
                      share information - basic and dilutedWeighted
                      average shares outstanding
                  
                  
                  13,437,072
                  
                  
                  13,437,072Net
                      (loss) per common share
                  
                  $
                  (0.00
                  )
                  $
                  (0.00
                  )
   The
            accompanying notes are an integral part of these consolidated financial
            statements.
  4
 **OCTuS,
          INC.**
 **CONSOLIDATED
              STATEMENTS OF CASH FLOWS**
 **(unaudited)**
  **THREE
                    MONTHS**
                
                **THREE
                    MONTHS****ENDED**
                
                **ENDED****MARCH
                    31, 2007**
                
                **MARCH
                    31, 2006**OPERATING
                    ACTIVITIESNet
                    cash (used in) operating activities
                
                $
                (11,279
                )
                $
                (21,344
                )INVESTING
                    ACTIVITIESNet
                    cash (used in) investing activities
                
                
                -
                
                
                -FINANCING
                    ACTIVITIESProceeds
                    from notes payable - related party
                
                
                11,279
                
                
                21,344Net
                    cash provided by financing activities
                
                
                11,279
                
                
                21,344Net
                    (decrease) in cash
                
                
                -
                
                
                -BEGINNING
                    CASH
                
                
                -
                
                
                -ENDING
                    CASH
                
                $
                -
                
                $
                -
   The
          accompanying notes are an integral part of these consolidated financial
          statements.
 5
  **OCTuS,
          INC.**
 **NOTES
          TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **MARCH
          31, 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 shareholders’ deficits of $416,163 and an
          accumulated deficit of $23,287,072 as of March 31, 2007.
 
 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 three months ended March 31, 2007, a related party loaned the Company
          $11,279 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 at March 31, 2007 was $256,239.The
          Company has recorded interest expense of $3,751 related to the note payable
          -
          related party during the three months ended March 31, 2007. As of March
          31,
          2007, $41,529 of interest expense related to this note payable was unpaid
          and
          included in accrued interest - related parties.
 6
 
 **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.
  7
 
 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 March 31, 2007. Our
          total assets were also $0 as of March 31, 2007. Our current liabilities
          were
          $416,163 as of March 31, 2007, consisting of $17,294 in accounts payable,
          $19,916 in accounts payable to related parties. We also had $41,529 in
          accrued
          interest payable to a related party, $81,185 in accrued dividends payable
          and
          $256,239 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 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 three months ended March 31, 2007, a related party loaned
          us
          $11,279 to continue operations.
 
 **For
        the three months ended March 31, 2007 and March 31,
        2006.**
 
 **Results
        of Operations.**
 
 **Revenues.** We have
        realized no revenues during either the period ended March 31, 2007 or that
        ended
        March 31, 2006.
  **Operating
          and Interest Expenses.** For the
          three months ended March 31, 2007, our operating expenses were $15,243,
          which
          was represented solely by general and administrative expenses. We also
          had
          $3,751 in interest expense. Therefore, for the three months ended March
          31,
          2007, we experienced a net loss of $18,994. Grupo Dynastia S.A. has been
          funding
          our operations since we are not currently generating revenues. This is
          comparison to the three months ended March 31, 2006, where we had operating
          expenses of $4,168, also represented solely by general and administrative
          expenses. Our operating expenses were higher for the period ending in 2007
          due
          to increased legal and accounting fees which we incurred in conjunction
          with
          preparation of our financial statements and regulatory filings. Certain
          of these
          costs were incurred during the first quarter of 2007 compared to the second
          quarter of 2006. For the three months ended March 31, 2006, we also had
          $2,589
          in interest expense, making our net loss $6,757.
  **Limitations
        on Net Operating Loss and Credit Carryforwards.** As
        of
        March 31, 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.
  8
 
 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.
 
 **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 corporation**Date: May
                17,
                2007
              By:
              /s/ Josie
                Ben
                RubiJosie
                Ben RubiPrincipal
                  Executive, Accounting and
                Financial
                  Officer, President, Treasurer,
                and
                  a Director
     10