<PAGE>


                                  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, 2006


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


       Ave. Balboa Edificio Los Defines 100 Mezanina, Panama City, 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 18, 2006, the issuer the
following classes of its stock issued and outstanding:


         Class:  Common Stock, $0.001 Par Value:  13,437,072 shares outstanding



                                       1
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
----------------------------


                                   OCTuS, INC.
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2006
                                   (unaudited)


                                     ASSETS

CURRENT ASSETS
     Cash                                                          $         --
                                                                   ============


                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
     Accounts payable                                              $      8,895
     Accounts payable - related parties                                  19,916
     Accrued interest - related party                                    27,656
     Accrued dividends                                                   81,185
     Notes payable - related party                                      219,912
                                                                   ------------
              Total current liabilities                                 357,564
                                                                   ------------

STOCKHOLDERS' (DEFICIT)
     Series A preferred stock, $0.001 par value, 300,000
       shares authorized, no shares issued or outstanding                    --
     Series B preferred stock, $0.001 par value, 910,000
       shares authorized, no shares issued or outstanding                    --
     Series C 6% cumulative preferred stock, $0.001 par
       value, 250,000 shares authorized, no shares
       issued and outstanding                                                --
     Undesignated  preferred stock, $0.001 par value, 540,000
       shares authorized,  no shares issued or outstanding                   --
     Common stock,  $0.001 par value, 100,000,000 shares
       authorized, 13,437,072 shares issued and outstanding              13,437
     Paid-in capital                                                 22,857,472
     Accumulated (deficit)                                          (23,228,473)
                                                                   ------------
              Total stockholders' (deficit)                            (357,564)
                                                                   ------------

                                                                   $         --
                                                                   ============


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       2
<PAGE>

                                   OCTuS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)


                                                  THREE MONTHS     THREE MONTHS
                                                      ENDED            ENDED
                                                 MARCH 31, 2006   MARCH 31, 2005
                                                  ------------    ------------


Revenues                                          $         --    $         --
                                                  ------------    ------------

General and administrative expenses                      4,168          11,333
                                                  ------------    ------------

(Loss) from operations                                  (4,168)        (11,333)

 Interest expense                                       (2,589)         (2,251)
                                                  ------------    ------------

Net (loss)                                              (6,757)        (13,584)

Preferred dividends                                         --           2,250
                                                  ------------    ------------

Net (loss) available to common shareholders       $     (6,757)   $    (15,834)
                                                  ============    ============

Per share information - basic and fully diluted
Weighted average shares outstanding                 13,437,072      12,937,072
                                                  ============    ============

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



              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       3

<PAGE>
<TABLE>
                                           OCTuS, INC.
                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (UNAUDITED)


<CAPTION>
                                                              THREE MONTHS      THREE MONTHS
                                                                 ENDED              ENDED
                                                             MARCH 31, 2006    MARCH 31, 2005
                                                             --------------    --------------

<S>                                                          <C>               <C>
OPERATING ACTIVITIES
               Net cash (used in) operating activities       $      (21,344)   $       (9,333)
                                                             --------------    --------------

INVESTING ACTIVITIES
               Net cash (used in) investing activities                   --                --
                                                             --------------    --------------

FINANCING ACTIVITIES
     Proceeds from notes payable - related party                     21,344             9,297
                                                             --------------    --------------
               Net cash provided by financing activities             21,344             9,297
                                                             --------------    --------------

                   Net (decrease) in cash                                --               (36)

BEGINNING CASH                                                           --               210
                                                             --------------    --------------

ENDING CASH                                                  $           --    $          174
                                                             ==============    ==============
</TABLE>

                      The accompanying notes are an integral part of these
                               consolidated financial statements.

                                               4
<PAGE>

                                   OCTuS, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2006
                                   (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, 2005, and for the years ended December 31, 2004
and 2005, 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 $357,564
and an accumulated deficit of $23,228,473 as of March 31, 2006. The Company
currently has no revenue generating operations.

The Company intends to seek equity capital in order to resume its technology
based operations. 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. In the event the Company is unsuccessful in
attracting additional working capital from an outside party it will be 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, 2006, a related party loaned the Company
$21,344 for operations at 10% interest. The loan is unsecured and no terms have
been determined on the repayment of these funds. The Company has recorded
interest expense of $2,589 related to the note payable - related party during
the three months ended March 31, 2006. As of March 31, 2006, $27,656 of interest
expense related to this note payable was unpaid and included in accrued interest
- related parties.




                                       5

<PAGE>

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, 2005 filed on Form 10-KSB.

BUSINESS. OCTuS, Inc. ("we," the "Company" or "OCTuS") was incorporated in
October 1983 in California. On December 29, 2001, a majority of the shareholders
voted to change our state of incorporation to Nevada. We completed this change
in December 2003. In December 1991, in connection with our shift in focus from
the laser printer to the computer-telephone integration market, we changed our
name from Office Automation Systems, Inc. to OCTuS, Inc.

The core of our technology from our inception until 1991 was comprised of
software for use in controllers for laser printers and related imaging devices.
We incorporated this technology into our own LaserPro(R) laser printer products
and also licensed the technology to third parties. In 1991, because of low
margins and competition, we shifted our primary focus from laser printer
controller technology to the development of the OCTuS PTA product line. We
currently have no revenue generating operations.


                                       6
<PAGE>

We intend to resume our technology based operations with an Internet based
sales platform for international trade. There is no guarantee we will be able
to successfully continue our business operations or that if we do, that we
will be able to operate profitably, either now or in the future.

LIQUIDITY AND CAPITAL RESOURCES. We have cash of $0 as of March 31, 2006. Our
total assets were also $0 as of March 31, 2006. Our current liabilities were
$357,564 as of March 31, 2006, consisting of $8,895 in accounts payable, $19,916
in accounts payable to related parties. We also had $27,656 in accrued interest
payable to a related party, $81,185 in accrued dividends payable and $219,912 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 three months ended
March 31, 2006, a related party loaned us $21,344 to continue operations.

FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND MARCH 31, 2005.
-------------------------------------------------------------

RESULTS OF OPERATIONS.

REVENUES. We have realized no revenues during either the period ended March 31,
2006 or that ended March 31, 2005.

OPERATING AND INTEREST EXPENSES. For the three months ended March 31, 2006, our
operating expenses were $4,168, which was represented by solely by general and
administrative expenses. We also had $2,589 in interest expense. Therefore, for
the three months ended March 31, 2006, we experienced a net loss of $6,757.
Grupo Dynastia S.A. has been funding our operations since we are not able to
generate revenues. This is comparison to the three months ended March 31, 2005,
where we had operating expenses of $11,333, also represented solely by general
and administrative expenses. Our operating expenses were higher for the period
ending in 2005 due to timing of legal and accounting fees occurring sooner in
2005 than in 2006.

LIMITATIONS ON NET OPERATING LOSS AND CREDIT CARRYFORWARDS. As of March 31,
2006, 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 us.
Should 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 have not conducted any activity since the negotiations with regard to
MicroSlate ceased in 2005. We still hope to pursue another transaction or
similar business combination. 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.


                                       7

<PAGE>

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

        31. Rule 13a-14(a)/15d-14(a) Certifications.

        32. Section 1350 Certifications.




<PAGE>

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



May 21, 2006                            By:  /s/ Josie Ben Rubi
                                             ---------------------------
                                             Josie Ben Rubi
                                             Principal executive, accounting and
                                             financial officer, president,
                                             treasurer, and a director


                                       8