U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  Form 10-QSB


                                  (Mark One)

[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
        EXCHANGE ACT OF 1934

        For the quarterly period ended March 31, 2002

[ ]     TRANSITION REPORT UNDER 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)

            California                                  33-0013439
    --------------------------                  --------------------------
 (State or other jurisdiction of                     (I.R.S. Employer
  incorporation or organization)                    Identification No.)

                            13161 Sundance Avenue
                           San Diego, CA 92129-2459
         -----------------------------------------------------------
                   (Address of principal executive offices)

                                 858-922-1219
         -----------------------------------------------------------
                          (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:

  March 31, 2002        Common Stock, no par value            361,170
  (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]

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<PAGE>
                                  OCTuS, INC.
                                  Form 10-QSB
                      FOR THE PERIOD ENDED MARCH 31, 2002

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

         ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                  Consolidated Balance Sheet (Unaudited) . . . . . . . .   3

                  Consolidated Statements of Operations (Unaudited)  . .   4

                  Consolidated Statements of Cash Flows (Unaudited)  . .   5

                  Notes to Consolidated Financial Statements (Unaudited)   6

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS . . . . . . . . .   7


PART II.  OTHER INFORMATION  . . . . . . . . . . . . . . . . . . . . . .   9

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
</TABLE>
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<PAGE>
                        PART I.  FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

                                  OCTuS, INC.
<TABLE>
                          Consolidated Balance Sheet
                                  (Unaudited)
                                March 31, 2002

<S>                                                         <C>
Assets

Current Assets
     Cash                                                   $       240
        Total Current Assets                                -----------
                                                            $       240
                                                            ===========


Liabilities and Shareholders' (Deficit)

Current Liabilities
     Accounts payable and accrued expenses                  $    19,492
     Accounts payable - related parties                         244,600
     Notes payable - related party                              443,950
                                                            -----------
        Total Current Liabilities                               708,042
                                                            -----------

Shareholders' (Deficit)

     3.6% Series C cumulative Preferred Stock -
        No par value, authorized 2,000,000 shares
        issued and outstanding 250,000 shares                   151,000

     Common Stock - no par value;
        authorized 100,000,000 shares,
        issued and outstanding 361,170                       22,026,577
     Paid-in-capital                                             51,316
     Accumulated (deficit)                                  (22,936,695)
                                                            -----------
        Total Shareholders' (Deficit)                          (707,802)
                                                            -----------
                                                            $       240
                                                            ===========

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
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                                  OCTuS, INC.
<TABLE>
                     Consolidated Statements of Operations
                                  (Unaudited)
                     For the Three Months Ended March 31,

<CAPTION>
                                                 2002            2001
                                              ----------      ----------
<S>                                           <C>             <C>
Revenues                                      $        0      $        0
                                              ----------      ----------

General and administrative expenses               11,674          12,545
                                              ----------      ----------
Net (loss) from operations                       (11,674)        (12,545)

Interest expense                                  11,221          12,210
                                              ----------      ----------
Net (loss)                                       (22,895)        (24,755)

Preferred dividends                                2,250           2,250
                                              ----------      ----------
Net (loss) available to common shareholders   $  (25,145)     $  (27,005)
                                              ==========      ==========


Per Share Information - Basic and Fully Diluted
Weighted Average Shares Outstanding              361,170         211,170
                                              ==========      ==========

Net (Loss) per Common Share:                  $    (.07)      $    (.13)
                                              ==========      ==========

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
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<PAGE>

                                  OCTuS, INC.
<TABLE>
                     Consolidated Statements of Cash Flows
                                  (Unaudited)
                     For the Three Months Ended March 31,


<CAPTION>
                                                 2002            2001
                                              ----------      ----------
<S>                                           <C>             <C>
Operating Activities
Net cash (used in) operating activities       $   (4,760)     $  (22,314)
                                              ----------      ----------

Investing Activities
Net cash (used in) investing activities             -               -
                                              ----------      ----------

Financing Activities
Proceeds from notes payable - related party        5,000          25,000
                                              ----------      ----------
Net cash provided by financing activities          5,000          25,000
                                              ----------      ----------
Net Increase in Cash                                 240           2,686

Cash at Beginning of Period                            0             172
                                              ----------      ----------

Cash at End of Period                         $      240      $    2,858
                                              ==========      ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest                                      $     -         $     -
                                              ==========      ==========
Income taxes                                  $     -         $     -
                                              ==========      ==========

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
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<PAGE>

                                  OCTuS, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
                                March 31, 2002


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, 2001, 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.  CONTINGENCIES

On February 15, 2002 the majority shareholder filed the Complaint alleging that
the Company is in default on two promissory notes totaling $426,511 included in
notes payable - related party, plus accrued interest in the amount of $184,214
included in accounts payable - related parties.  Based on the opinion of the
Company's counsel, the Company anticipates settling the matter.


NOTE 4.  SUBSEQUENT EVENTS

The Board of Directors approved a 1:20 reverse stock split for all outstanding
shares of the Company's Common Stock.  The effective date for the reverse stock
split is April 10, 2002.  All share and per share amounts have been
retroactively adjusted to give effect to the split.

                                    -  6 -
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<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002

NET SALES.  There were no revenues for the three months ended March 31, 2002.

SELLING, GENERAL AND ADMINISTRATIVE.  The Company recorded $11,674 for general
and administrative expenses for the three months ended March 31, 2002, a
decrease of $871 from the same period in 2001.

NET LOSS.  Net loss for the three months ended March 31, 2002 was $22,895 as
compared to a $24,755 loss for the same period in 2001.

LIQUIDITY AND CAPITAL RESOURCES.  For the three months ended March 31, 2002,
the Company posted a net loss of $22,895. Cash on hand on March 31, 2002 was
$240. Although the Company has actively been pursuing 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. 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.

RISK FACTORS, WHICH MAY AFFECT FUTURE RESULTS

HISTORY OF OPERATING LOSSES

For the calendar year ended December 31, 2001, the Company recorded a net loss
of $115,066. For the calendar year ended December 31, 2000, the Company
recorded a loss of $ 46,385.

At December 31, 2001, the Company had no tangible assets, no working capital,
an accumulated deficit of $22,913,800 and a shareholders' deficit of $684,907.
Unless the Company acquires a new technology or product it is unlikely that the
Company will be profitable in the future.

NEED FOR ADDITIONAL CAPITAL

The Company's cash on hand as of March 31, 2002 was $240, which is inadequate
to meet the Company's budgeted operating requirements. Additional cash
resources are required to sustain the Company's operations. Since September
2000 operations have been funded by loans from Grupo Dynastia S.A a Panamanian
company, one of the Company's principal shareholders. It should be noted that
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.
Should the Company be unable to obtain additional capital when and as needed,
it could be forced to cease business activities altogether. It is unlikely that
the Company will be able to raise additional capital without dramatically
diluting the existing equity ownership of the Company's Common stockholders.

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 on terms no less favorable to the Company than could have been
obtained from unaffiliated third parties and each transaction was approved by
disinterested and independent members of the Board of Directors.

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<PAGE>

TRADING MARKET/DELISTING FROM NASDAQ SMALLCAP MARKET/VOLATILITY OF STOCK PRICE

In January 1993, the Company completed an initial public offering of 100,000
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 that is 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

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.

DESCRIPTION OF PROPERTY.

In October 1996, the Company moved its offices to a 400 square foot office
suite in an area of northern San Diego known as the Golden Triangle. Since
November 1999 the company uses only floor space in the office of its sole
officer, John Belden. The company pays no rent, which would be negligible, for
the use of this space.

The Company does not maintain any other leases for office space and owns no
real property.

                                    -  8 -
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<PAGE>
                          PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

On February 15, 2002, a Complaint was filed by Grupo Dynastia, S.A., the
majority shareholder, against the Company.  The Complaint alleges that the
Company is in default on two promissory notes, one dated April 14, 1998, and
the other dated September 27, 2000 (the "Notes"), totaling $426,511, plus
accrued interest in the sum of $184,214.  Based on an opinion of counsel, the
Company expects to settle the matter.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

NOTES AND ADVANCES PAYABLE

From January 2002 through March 2002 Grupo Dynastia S. A. advanced $5,000 to
the company secured by notes bearing interest at the rate of 10% per annum.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders during the second
quarter of the fiscal year covered by this report.


ITEM 5.  OTHER INFORMATION

None.


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

None


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<PAGE>


                                  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:  April 30, 2002                  /s/  John C. Belden
                                       ----------------------------
                                            John C. Belden
                                            President & CEO /
                                            Chief Financial Officer



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