UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  
 FORM
10-Q
  x
              QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934:
                FOR THE
      QUARTERLY PERIOD ENDED MARCH 31,
  2008
  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 registrant as specified in its charter)
  Nevada
              33-0013439(State
      or other jurisdiction
                of
      incorporation or organization)
              (I.R.S.
      Employer
                Identification
      No.)
  Suite
      472, APDO 0832-2745, World Trade Center, Republic of Panama,
      n/a(Address
      of principal executive offices)
  (011)
      (507) 265-1555(Issuer’s
      Telephone Number)
   Indicate
by check mark whether the registrant  (1) has 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.  xYes  oNo
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
  Large
      accelerated filer
                    o
                    Accelerated
      filer
                    oNon-accelerated
      filer
                    o (Do not
      check if a smaller reporting company)
                    Smaller
      reporting company
                    x
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  x Yes  oNo
   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 9, 2008, the issuer the
following classes of its stock issued and outstanding:
  Class:  Common
Stock, $0.001 Par Value:  13,437,072 shares outstanding


1




PART
I - FINANCIAL INFORMATION
   OCTuS,
      Inc.Table
      of ContentsPageConsolidated Balance Sheets as of March 31, 2008 and December 31,
      2007 (Unaudited)
                  3Consolidated Statements of Operationsfor the three months ended March 31, 2008 and
      2007 (Unaudited)
                  4Consolidated Statements of Cash Flowsfor the three months ended March 31, 2008 and
      2007 (Unaudited)
                  5Notes to Consolidated Financial
      Statements(Unaudited)
                  6
  2
 OCTuS,
INC.
 CONSOLIDATED
BALANCE SHEETS (Unaudited)
 March
      31,
                
                
                December
      31,2008
                
                
                2007ASSETSASSETS
                
                $
                -
                
                
                $
                -LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable
                
                $
                17,779
                
                
                $
                17,312Accounts
      payable - related party
                
                
                3,169
                
                
                
                3,169Accrued
      interest - related parties
                
                
                17,068
                
                
                
                8,542Convertible
      notes payable - related parties
                
                
                432,475
                
                
                
                424,827Total
      current liabilities
                
                
                470,491
                
                
                
                453,850STOCKHOLDERS'
      DEFICITSeries
      A preferred stock, $0.001 par value, 300,000 sharesauthorized,
      no shares issued or outstanding
                
                
                -
                
                
                
                -Series
      B preferred stock, $0.001 par value, 910,000 sharesauthorized,
      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 sharesauthorized,
      13,437,072 shares issued and outstanding
                
                
                13,437
                
                
                
                13,437Additional
      paid-in capital
                
                
                22,857,472
                
                
                
                22,857,472Accumulated
      deficit
                
                
                (23,341,400
                )
                
                
                (23,324,759
                )Total
      stockholders' deficit
                
                
                (470,491
                )
                
                
                (453,850
                )$
                -
                
                
                $
                -
   The
accompanying notes are an integral part of these consolidated financial
statements.
  3
  OCTuS, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (Unaudited)
 2008
                  
                  
                  2007Revenues
                  
                  $
                  -
                  
                  
                  $
                  -General
      and administrative expenses
                  
                  
                  8,116
                  
                  
                  
                  15,243Loss
      from operations
                  
                  
                  (8,116
                  )
                  
                  
                  (15,243
                  )Interest
      expense
                  
                  
                  (8,525
                  )
                  
                  
                  (3,751
                  )Net
      loss
                  
                  $
                  (16,641
                  )
                  
                  $
                  (18,994
                  )Per
      share information - basic and fully 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
 FOR
THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007 (Unaudited)
 2008
                  
                  
                  2007OPERATING
      ACTIVITIESNet
      loss
                  
                  $
                  (16,641
                  )
                  
                  $
                  (18,994
                  )Adjustments
      to reconcile net loss to net cash usedin
      operating activities:Increase
      in accounts payable
                  
                  
                  468
                  
                  
                  
                  3,964Increase
      in accrued interest - related party
                  
                  
                  8,525
                  
                  
                  
                  3,751Net
      cash used in operating activities
                  
                  
                  (7,648
                  )
                  
                  
                  (11,279
                  )FINANCING
      ACTIVITIESProceeds
      from convertible notes payable - related parties
                  
                  
                  7,648
                  
                  
                  
                  11,279Net
      cash provided by financing activities
                  
                  
                  7,648
                  
                  
                  
                  11,279Net
      change in cash
                  
                  
                  -
                  
                  
                  
                  -CASH
      AT BEGINNING OF PERIOD
                  
                  
                  -
                  
                  
                  
                  -CASH
      AT END OF PERIOD
                  
                  $
                  -
                  
                  
                  $
                  -SUPPLEMENTAL
      CASH FLOW INFORMATION:Cash
      paid for interest
                  
                  $
                  -
                  
                  
                  $
                  -Cash
      for income taxes
                  
                  $
                  -
                  
                  
                  $
                  -
   The
accompanying notes are an integral part of these consolidated financial
statements.
  5
  OCTuS,
Inc.
 Notes
to Consolidated Financial Statements
 March
31, 2008
 (Unaudited)
   Note
1.  Summary of Significant Accounting Policies
 Financial
Statements
  The
accompanying unaudited consolidated financial statements of OCTuS, Inc. have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form
10-Q.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  These financial statements should be read in
conjunction with the audited financial statements and footnotes included thereto
for the fiscal year ended December 31, 2007, for OCTuS, Inc. on Form 10KSB, as
filed with the Securities and Exchange Commission.
  The
financial statements reflect all adjustments consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for a fair
presentation of the results for the periods shown.
  Organization
  OCTuS,
Inc. (“OCTuS”) was formed as a California corporation in 1983.  On
December 29, 2001, a majority of the shareholders voted to change our state of
incorporation from California to Nevada.  In December 2003, the change
was completed and OCTuS became a Nevada corporation.  OCTuS was
involved in the development of various printer controller
technologies.  However, we currently have no revenue generating
operations and are currently seeking strategic alternatives.
  Principles
of Consolidation
  All
of our subsidiaries are inactive.  All significant intercompany
transactions and balances, if any, have been eliminated in
consolidation.
  Estimates
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.
 6
  OCTuS,
Inc.
 Notes
to Consolidated Financial Statements
 March
31, 2008
 (Unaudited)
 Earnings
(Loss) Per Share
  OCTuS
follows SFAS 128, “Earnings Per Share.”  Basic earnings (loss) per
common share (“EPS”) calculations are determined by dividing net income (loss)
by the weighted average number of shares of common stock outstanding during the
year.  Diluted earnings (loss) per common share calculations are
determined by dividing net income (loss) by the weighted average number of
common shares and dilutive common share equivalents
outstanding.  During the periods ended March 31, 2008 and 2007, common
stock equivalents were not included in the calculation, as their effect would be
anti-dilutive.
  Recent
Pronouncements
  In
December 2007, the FASB issued FAS No. 160, Noncontrolling Interests
in Consolidated Financial Statements (SFAS 160), which becomes effective on
December 15, 2008. This standard establishes accounting and reporting standards
for ownership interests in subsidiaries held by parties other than the parent,
the amount of consolidated net income attributable to the parent and to the
noncontrolling interest, changes in a parent’s ownership interest and the
valuation of retained non-controlling equity investments when a subsidiary is
deconsolidated. The Statement also establishes reporting requirements that
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling
owners.  Management is currently evaluating the impact of adopting
this statement.
  In
March 2008, the FASB issued FAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities – an Amendment of FASB Statement No. 133
(SFAS 161), which becomes effective on November 15, 2008. This standard changes
the disclosure requirements for derivative instruments and hedging
activities.  Entities are required to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS 133 and its
related interpretations, and (c) how derivative instruments and related hedged
items affect an entity’s financial position, financial performance, and cash
flows.  Management is currently evaluating the impact of adopting this
statement.
  There
were various other accounting standards and interpretations issued during 2008
and 2007, none of which are expected to a have a material impact on our
financial position, operations or cash flows.
  Note
2.  Going Concern
  The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplates continuation of OCTuS as a going concern.  OCTuS has
working capital and stockholders’ deficits of $470,491 and an accumulated
deficit of $23,341,400 as of March 31, 2008.  In addition, OCTuS has
generated recurring losses, totaling $16,641 and $18,994 for the three months
ended March 31, 2008 and 2007 respectively, and has no revenue generating
operations.
  7
  OCTuS,
Inc.
 Notes
to Consolidated Financial Statements
 March
31, 2008
 (Unaudited)
 OCTuS
is currently seeking a viable business to merge with and, in addition, is
seeking equity capital.  However, OCTuS 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 OCTuS.  OCTuS is reliant on a related party to
provide working capital.  There is no assurance that such related
party will continue 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
OCTuS to continue as a going concern.
  Note
3.  Related Party Transactions and Convertible Debt
  Various
related parties have advanced funds to enable OCTuS to meet its financial
obligations.  During 2008 and 2007, a stockholder continued to make
advances to OCTuS, even though it is under no obligation to do
so.  Effective September 30, 2007, substantially all amounts due to
related parties, including certain accounts payable, notes payable, accrued
interest and accrued dividends, were restructured into two convertible notes
payable.  The convertible promissory notes can be converted into
common stock at a rate of $0.10 per share, bear interest at an annual rate of 8%
until converted or paid, and are due upon ninety days notice.  During
the three months ended March 31, 2008, a stockholder advanced $7,648 under this
arrangement.
  Note
4.  Subsequent Events
  Subsequent
to March 31, 2008, a related party advanced $4,638 in payments to vendors,
suppliers and professional fees on behalf of OCTuS.  The amounts
increased the balance of the convertible note payable to the related party.
  8
  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 guarantee 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, 2007 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.
 
 We anticipate that additional capital will likely
have to come from issuing additional equity interests, which cannot occur
without dramatically diluting the existing equity ownership of our Common stockholders.
 9
  We
were 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.For the three months endedMarch 31, 2008 we
incurred a net loss of $16,641.  Cash on handas of March 31, 2008
was $0.  Our total assets were also $0 as of March 31,
2008.  Our current liabilities were $470,491 as of March 31, 2008,
including $17,779 in accounts payable, and $3,169 in accounts payable – related
party. We also had $17,068 in accrued interest – related parties and $432,475 in
convertible notes payable to related parties.  Because 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., a 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, 2008, Grupo
Dynastia S.A. loaned us $7,648 to continue operations.  There is no
assurance that Grupo Dynastia S.A., or 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.
 
 Results of
Operations for the Three Months Ended March 31, 2008 Compared to the Three
Months Ended March 31, 2007. We
have realized no revenues during either the three months ended March 31, 2008 or
the three months ended March 31, 2007.
 
 During
the three months ended March 31, 2008, we reported a net loss of $16,641 or
$0.00 per share, compared to a net loss of $18,994 for the three months ended
March 31, 2007 or $0.00 per share.  We expect to incur losses until
such time, if ever, we begin generating revenue from operations.
 
 During
the three months ended March 31, 2008, our general and administrative expenses
were $8,116, as compared to $15,243 for the three months ended March 31,
2007.  The decrease of $7,127 was the result of a difference in the
timing of audit work performed earlier in 2007 compared
to 2008, as well as
reduced professional fees.  General and administrative expenses
consist mostly of professional fees incurred to prepare our financial statements
and submit regulatory filings required to maintain our status as a public
company.
  Interest
expense for the three months ended March 31, 2008 was $8,525 compared to $3,751
incurred for the three months ended March 31, 2007.  The increase of
$4,774 in interest expense results from the $176,236 increase in total notes
payable from $256,239 as of March 31, 2007 to $432,475 as of March 31,
2008.  The debt restructuring which we accomplished in September 2007
transferred a total of $244,781 in non-interest bearing liabilities into
convertible notes bearing interest at 8%.  We therefore expect total
interest expense during 2008 to be greater than 2007 as a result of the debt
restructuring.
 
 As
of March 31, 2008, we had significant tax credit and research carry forwards for
federal tax reporting purposes that expire through 2010. Additionally, we have
federal and state net operating loss carry forwards, expiring through 2027.
Because of a substantial change in our ownership resulting from an initial
public offering, an annual limitation of approximately $600,000 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. Because we have no cash as
of March 31, 2008, management believes that without an influx of significant new
funds, we will not be able to sustain our operations through the rest of 2008.
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., or subsequent controlling owners, will continue to fund us.
Should we be unable to obtain additional funds, we could be forced to cease
business activities altogether.
  10
 
 As
of this date, we are actively seeking alternative business opportunities, which
may include acquisition of another company, or obtaining the rights to other
products or technologies. Although we are seeking such opportunities, it is
unlikely that we will be able to consummate any such transaction, which would
generate sufficient revenues to sustain our operations. 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.
 
 Because
we have limited operations and assets, we may be considered a shell company as
defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, we
have checked the box on the cover page of this report that specifies we are a
shell company
 
 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.
Quantitative and Qualitative Disclosures about Market Risk
  Not
applicable.
  Item 4.
Controls and Procedures
 
 Evaluation of disclosure controls and
procedures. We maintain controls and procedures designed to ensure that
information required to be disclosed in the reports that we file or submit under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed as of March 31, 2008, the date of this report,
our chief executive officer and the principal financial officer concluded that
our disclosure controls and procedures were effective.
 
 Item
4(T). Controls and Procedures.
 
 Changes in internal controls.There were
no changes in our internal control over financial reporting that occurred during
the fiscal quarter covered by this report 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 1A.
Risk Factors.
 
 Not
applicable.
 
 Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.
 
 None.
  11
  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.
  12
 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:
      May 9,  2008
              By:
              /s/ David
      S. PereDavid
      S. PerePrincipal
      Executive, Accounting andFinancial
      Officer, President, Treasurer,and
      a Director
    13