<PAGE>   1


                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

                  For the quarterly period ended June 30, 1999

        [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

        For the transition period from ______________ to _______________

                         Commission File Number 0-21092

                                   OCTuS, INC.
        (Exact name of small business issuer as specified in its charter)

<TABLE>
<S>                                                  <C>
           CALIFORNIA                                    33-0013439
 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                     Identification No.)
</TABLE>

                 600 "B" Street 18th Floor, San Diego, CA 92101
                    (Address of principal executive offices)

                                  619-446-2107
                           (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:

<TABLE>
<S>                                     <C>                                                <C>
June 30, 1999                           Common Stock, no par value                              4,223,390
(Date)                                  (Class)                                            (Number of Shares)

                                        Series C Preferred Stock                                  250,000
                                        (Class)                                            (Number of Shares)
</TABLE>

Transitional Small Business Disclosure Format (check one):

Yes [ ]   No [X]


<PAGE>   2

                                   OCTuS, INC.
                                   FORM 10-QSB
                       FOR THE PERIOD ENDED JUNE 30, 1999

                                      INDEX

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

                ITEM 1. FINANCIAL STATEMENTS

                    Condensed Balance Sheets at June 30, 1999 and                           3
                    December 31, 1998

                    Condensed Statements of Operations for the three                        4
                    months ended June 30, 1999 and 1998

                    Condensed Statements of Operations for the six                          5
                    Months ended June 30, 1999 and 1998

                    Condensed Statements of Cash Flows for the six                          6
                    months ended June 30, 1999 and 1998

                    Notes to Condensed Financial Statements                                 7


                ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS                                8

            PART II. OTHER INFORMATION                                                     11

            SIGNATURES                                                                     12
</TABLE>



                                       2
<PAGE>   3

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

OCTUS, INC.
CONDENSED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                        June 30,      December
                                                         1999         31, 1998
                                                      (Unaudited)
                                                     ------------    ------------
<S>                                                  <C>             <C>
                       ASSETS

         CURRENT ASSETS
            Cash                                     $          0    $        219
                                                     ------------    ------------

                TOTAL CURRENT ASSETS                            0             219
                                                     ------------    ------------


         PROPERTY AND EQUIPMENT, Net                            0               0
                                                     ------------    ------------

                                                     $          0    $        219
                                                     ============    ============

     LIABILITIES AND SHAREHOLDERS' DEFICIENCY

         CURRENT LIABILITIES
            Accounts payable                         $     43,582    $     33,451
            Accrued liabilities                            67,101          64,602
            Accrued interest                               76,260          56,260
            Promissory note                               426,511         426,511
                                                     ------------    ------------

                TOTAL CURRENT LIABILITIES                 613,454         580,824
                                                     ------------    ------------

         SHAREHOLDERS' DEFICIENCY
            Preferred Stock - authorized 2,000,000
              shares, issued and outstanding
              250,000 shares                              151,000         151,000
            Common Stock - no par value;
              authorized 100,000,000 shares,
              issued and outstanding 4,223,390         21,966,577      21,966,577
            Accumulated deficit                       (22,731,031)    (22,698,182)
                                                     ------------    ------------

                TOTAL SHAREHOLDERS' DEFICIENCY           (613,454)       (580,605)
                                                     ------------    ------------

                                                     $          0    $        219
                                                     ============    ============
</TABLE>

                   See notes accompanying financial statements



                                       3
<PAGE>   4

OCTUS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)


<TABLE>
<CAPTION>
                                           For the three months ended June 30,
                                                1999                1998
                                             -----------        -----------
<S>                                        <C>                  <C>
REVENUES
   Royalties and technology income           $         0        $         0
                                             -----------        -----------

       TOTAL REVENUES                                  0                  0
                                             -----------        -----------

COSTS AND EXPENSES
   Cost of sales                                       0                  0
   Selling, general and administrative             9,652             47,000
   Interest                                       10,000              2,000
                                             -----------        -----------

       TOTAL COSTS AND EXPENSES                   19,652             49,000
                                             -----------        -----------

INCOME (LOSS) BEFORE INCOME TAXES                (19,652)           (49,000)

INCOME TAX (BENEFIT)                                   0                  0
                                             -----------        -----------

NET INCOME (LOSS)                            $   (19,652)       $   (49,000)
                                             ===========        ===========

PRIMARY EARNING (LOSS)
  PER COMMON SHARE                           $      (.00)       $      (.01)
                                             ===========        ===========



AVERAGE NUMBER OF COMMON SHARES
  USED IN PRIMARY CALCULATIONS                 4,223,390          4,223,390
                                             ===========        ===========
</TABLE>

                   See notes accompanying financial statements



                                       4
<PAGE>   5

OCTUS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)


<TABLE>
<CAPTION>
                                            For the six months ended June 30,
                                                 1999               1998
                                             -----------        -----------
<S>                                         <C>                 <C>

REVENUES
   Royalties and technology income           $         0        $    10,000
                                             -----------        -----------

       TOTAL REVENUES                                  0             10,000
                                             -----------        -----------

COSTS AND EXPENSES
   Cost of sales                                       0             10,000
   Selling, general and administrative            12,849             90,000
   Interest                                       20,000              3,000
                                             -----------        -----------

       TOTAL COSTS AND EXPENSES                   32,849            103,000
                                             -----------        -----------

INCOME (LOSS) BEFORE INCOME TAXES                (32,849)           (93,000)

INCOME TAX (BENEFIT)                                   0                  0
                                             -----------        -----------

NET INCOME (LOSS)                            $   (32,849)       $   (93,000)
                                             ===========        ===========

PRIMARY EARNING (LOSS)
  PER COMMON SHARE                           $      (.01)       $      (.02)
                                             ===========        ===========



AVERAGE NUMBER OF COMMON SHARES
  USED IN PRIMARY CALCULATIONS                 4,223,390          4,223,390
                                             ===========        ===========
</TABLE>

                   See notes accompanying financial statements



                                       5
<PAGE>   6

OCTUS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)


<TABLE>
<CAPTION>
                                                       For the six months ended June 30,
                                                            1999              1998
                                                          ---------        ---------
<S>                                                    <C>                 <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                      $ (32,849)       $ (93,000)
   Adjustments to reconcile net income (loss) to
     net cash used by operating activities:
       Changes in operating assets and liabilities:
         Accounts payable                                    10,130          (12,000)
         Accrued liabilities                                  2,500            3,000
         Accrued interest                                    20,000                0
                                                          ---------        ---------

NET CASH USED BY OPERATING ACTIVITIES                           219         (102,000)
                                                          ---------        ---------


CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from advances                                         0          102,000
                                                          ---------        ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES                         0          102,000
                                                          ---------        ---------

NET INCREASE (DECREASE) IN CASH                                 219                0

CASH AT BEGINNING OF PERIOD                                     219                0
                                                          ---------        ---------

CASH AT END OF PERIOD                                     $       0        $       0
                                                          =========        =========

OTHER CASH INFORMATION
   Interest paid                                          $       0        $   3,000
                                                          =========        =========
</TABLE>

                   See notes accompanying financial statements



                                       6
<PAGE>   7

                                   OCTUS, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

        The accompanying financial information has been prepared by OCTuS, Inc.
(the "Company") without audit, in accordance with the instructions to Form
10-QSB and, therefore, does not necessarily include all information and
footnotes necessary for a fair presentation of financial position, results of
operations and cash flows in accordance with generally accepted accounting
principles.

        In management's opinion, the accompanying unaudited financial statements
contain all adjustments (which include only normal, recurring adjustments)
necessary to present fairly its financial position at June 30, 1999 and December
31, 1998, and the results of operations for the six months ended June 30, 1999
and 1998. Although the Company believes that the disclosures made in this report
are adequate to make the information not misleading, these financial statements
should be read in connection with the financial statements and notes thereto
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 1998.

NOTE 2. DESCRIPTION OF THE BUSINESS

        OCTuS Inc. (the "Company") was formed as a California corporation in
1983. The core of the Company's technology from its inception until 1991 was
comprised of software for use in controllers for laser printers and related
imaging devices. The Company incorporated this technology into its own
LaserPro(R) laser printer products and also licensed the technology to third
parties. In 1991, because of low margins and competition, the Company shifted
its primary focus from laser printer controller technology to the development of
the OCTuS PTA product line. Currently the Company is looking to acquire new
technology that can be commercialized within the corporation. At this point the
Company has no products available for sale and considers its technology to be
obsolete.

NOTE 3. COMPOSITION OF CERTAIN FINANCIAL STATEMENT CAPTIONS

<TABLE>
<CAPTION>
                                            June 30,
                                              1999       December 31,
                                           (Unaudited)      1998
                                           -----------   ------------
<S>                                        <C>           <C>
PROPERTY AND EQUIPMENT
   Computer and test equipment              $  7,772        $  7,772
     Less accumulated depreciation            (7,772)         (7,772)
                                            --------        --------
                                                   0               0
                                            ========        ========

ACCRUED LIABILITIES
   Compensation and employee benefits         48,293          48,293
   Other                                      18,808          16,309
                                            --------        --------
                                              67,101          64,602
                                            ========        ========
</TABLE>


4. DISCLOSURE OF CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES

        The Company has a working capital and shareholders' deficiency of
$613,454 and an accumulated deficit of $22,731,031 as of June 30, 1999. The
Company has liabilities totaling $613,454 and no cash as of June 30, 1999. At
present the Company has no product or technology to provide for the continued
viability and operations of the Company. Furthermore, 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 management be
unable to obtain additional capital to acquire a technology or product, it could
be forced to cease the Company's business activities altogether and liquidate
the Company's net assets. Additionally, there is no assurance the Company will
not require additional capital resources in order to become operational. There
is no assurance that the Company will have the ability to continue as a going
concern.



                                       7
<PAGE>   8

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.

        Certain statements contained in this Management's Discussion and
Analysis of Financial Condition and Results of Operations that are not related
to historical results are forward looking statements. Actual results may differ
materially from those projected or implied in the forward statements. Further,
certain forward looking statements are based upon assumptions of future events
which may not prove to be accurate. These forward looking statements involve
risks and uncertainties including but not limited to those referred to below.

        This information should be read in conjunction with the financial
statements and notes thereto included in Item 1 of this report for the quarter
ended June 30, 1999. Additionally, the financial statements and notes thereto
and Management's Discussion and Analysis in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1998 will provide additional information.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999

        Net Sales. There were no net sales for the three months ended June 30,
1999, which represented no change, from the same period in 1998. Because the
Company currently is without a product there are no sales or even prospects of
sales in the near future.

        Royalties. There was no royalty income recorded for the three months
ended June 30, 1999, which represented no change, from the same period in 1998.

        Cost of Sales. The Company recorded $0 for cost of sales for the three
months ended June 30, 1999, which represented no change from the same period in
1998.

        Selling, General and Administrative. The Company recorded $9,652 for
selling, general and administrative expenses for the three months ended June 30,
1999, a decrease of $37,348, or 79.5%, from the same period in 1998. The
Company is operating at a bare minimum level, at this point there are no
employees and no sales efforts due to the lack of a product.

        Net Loss. Net loss for the three months ended June 30, 1999 was $19,652,
as compared to a $49,000 loss for the same period in 1998.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999

        Net Sales. There were no net sales for the six months ended June 30,
1999, which represented no change, from the same period in 1998. Because the
Company currently is without a product there are no sales or even prospects of
sales in the near future.

        Royalties. There was $0 royalty income recorded for the six months
ended June 30, 1999, which represented a reduction of $10,000 or 100%, from the
same period in 1998. The amount for the six month period ended June 30, 1998
represents royalty income received from Ascom Telecommunications Limited of the
United Kingdom ("Ascom"), which in September 1995, executed a license agreement
with the Company whereby the Company granted exclusive rights to Ascom to
manufacture and distribute a special serial-port version of the OCTuS PTA
software to the European market. In March 1998, Ascom terminated the agreement
and no royalties were earned during the six months ended September 30, 1999. The
Company is not expecting any further royalty income on this agreement.

        Cost of Sales. The Company recorded $0 for cost of sales for the six
months ended June 30, 1999; a decrease of $10,000 from the $10,000 recorded from
the same period in 1998

        Selling, General and Administrative. The Company recorded $12,849 for
selling, general and administrative expenses for the six months ended June 30,
1999, a decrease of $77,161, or 85.7%, from the same period in 1998. The
Company is operating at a bare minimum level, at this point there are no
employees and no sales efforts due to the lack of a product.

        Net Loss. Net loss for the six months ended June 30, 1999 was $32,849,
as compared to a $93,000 loss for the same period in 1998.



                                       8
<PAGE>   9

        LIQUIDITY AND CAPITAL RESOURCES. For the three months ended June 30,
1999, the Company posted a net loss of $19,652. Cash on hand on June 30, 1999
was $0. 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. In June 1996, the
Company sold to Advanced Technologies International, Ltd. ("ATI") 250,000 shares
of Series C Preferred stock (which votes with the Common Stock with each share
of Series C Preferred Stock having ten votes) for $151,000 and issued warrants
to purchase up to an additional 3,000,000 shares of the Company's Common Stock
at an initial exercise price of $0.43 per share. 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 1998, the Company incurred a
loss of $ 220,223. At June 30, 1999 the Company had an accumulated deficit of
$22,731,031.

        The absence of a significant level of sales will cause the Company to
continue to generate significant losses. There is no assurance that the
Company's operations will be successful or will be profitable in the future.

NEED FOR ADDITIONAL CAPITAL

        The Company had no cash on hand as of June 30, 1999, which is inadequate
to meet the Company's budgeted operating requirements. Additional cash resources
are required to sustain the Company's operations. 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 curtail operations or cease business activities altogether.

RESTRUCTURING OF OPERATIONS

        The Company underwent substantial restructuring in 1994 and 1995,
primarily as a result of continued operating losses. This restructuring included
a substantial reduction in the Company's workforce from 46 employees (as of
March 31, 1994) to one employee (as of July 1, 1997) as well as relocation of
its headquarters to another facility with lower operating costs. In addition,
Ray M. Healy became the Company's President and Chief Executive Officer in
November 1994. However, Mr. Healy resigned as the Company's President and Chief
Executive Officer on May 31, 1995 in order to pursue other opportunities and Mr.
Belden was re-appointed to that position. Mr. Belden is the sole remaining
executive officer of the Company. Mr. Belden continued to serve as the Chief
Executive Officer on an at-will basis after his employment agreement ended on
July 17, 1998. The Company accrued wages for Mr. Belden through the end of 1998.
In January 1999 the Company's activities had subsided and Mr. Belden found other
full time employment, therefore the Company stopped accruing wages at that time.
In total, the Company owed Mr. Belden $48,604 at December 31, 1998, the amount
was still owed at June 30, 1999.



                                       9
<PAGE>   10

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 and 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. However,
such agreements were not always reached as the result of arms-length
negotiations.

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

        In January 1993, the Company completed an initial public offering of
2,000,000 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 "pink sheets", which are generally
considered to be less efficient markets.

        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, Units, and Warrants.

SHARES ELIGIBLE FOR FUTURE SALE

        Sales of substantial amounts of the Common Stock in the public market
could have an adverse effect on the price of the publicly-traded Units, Common
Stock and the Warrants and could potentially adversely affect the Company's
ability to raise additional funds. At June 30, 1999, 189,799 stock options held
by Mr. Belden at the time of the January 1993 initial public offering, are
subject to a lockup agreement with RAS Securities Corp., the underwriter of the
initial public offering, whereby Mr. Belden has agreed not to sell, contract to
sell, or otherwise dispose of such shares of Common Stock, without the consent
of RAS Securities Corp., until the date the Company has $1.0 million or more in
earnings after taxes in any fiscal year as certified by the Company's
independent accountants.

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.



                                       10
<PAGE>   11

PART II.

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

        None

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
fourth quarter of the fiscal year covered by this report.

ITEM 5. OTHER INFORMATION

        None

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

        No reports on Form 8-K were filed with the SEC during the period covered
by this report. In April 1999 the Company changed accountants, the Company has
been delinquent on its SEC filings and filed a Form 8-K for this event in
November 2000. There were no disagreements with the former accountants regarding
accounting principles or reporting.



                                       11
<PAGE>   12

                                   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: December 27, 2000               /s/ JOHN C. BELDEN
     ------------------               ---------------------------------
                                      John C. Belden
                                      President & CEO/
                                      Chief Financial Officer



                                       12
<PAGE>   13

EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                       SEQUENTIALLY
 EXHIBIT                                                                                 NUMBERED
 NUMBER        DESCRIPTION NUMBERED                                                        PAGE
 ------        --------------------                                                        ----
<S>            <C>                                                                     <C>
   3.1         Amended and Restated Articles of Incorporation                                 +

   3.1.1       Certificate of Determination of Preferences of Series C Preferred
               Stock of OCTuS, Inc.                                                          ++

   3.2         Amended Bylaws                                                                 !

   9           Irrevocable Proxy from Tokyo Electric Co., Ltd. (included in
               Exhibit 10.26.1)                                                               *

   10.3        Sample Warrant                                                                 *

   10.4        Amended and Restated 1987 Nonstatutory Stock Option Plan                       +

   10.5        Form of Stock Option Agreement, Non-Qualified Options, 1987 Plan               *

   10.6        Amended and Restated 1988 Nonstatutory Stock Option Plan                       *

   10.7        Form of Stock Option Agreement, Non-Qualified Options, 1988 Plan               *

   10.8        Amended and Restated 1992 Key Executive Stock Purchase Plan                    *

   10.9        Lease dated April 7, 1995 by and between Mistek Investment Group
               and OCTuS, Inc. for 8352 Clairemont Mesa Blvd., San Diego, CA 92111            !

   10.10       Standard Industrial Net Lease dated July 29, 1994 by and between
               Sorrento Corporate Center and OCTuS, Inc., for 9944 Barnes Canyon
               Road, Suite A, San Diego CA 92121                                             ++

   10.11       Lease Surrender Agreement dated April 8, 1995 (as amended May 31,
               1995), by and between Sorrento Corporate Center and OCTuS, Inc.,
               for 9944 Barnes Canyon Road, Suite A, San Diego, CA 92121                    +++

   10.12       Employment Agreement dated June 1, 1992 by and between OCTuS,
               Inc. and John C. Belden, as amended May 14, 1993 and February 16, 1995         #

   10.16       Form of Indemnification Agreements entered into by and between
               OCTuS, Inc. and its officers and directors                                     *

   10.17       401(k) Plan Document                                                           *

   10.18       Form of Unit Certificate                                                       *

   10.19       Directors 1993 Stock Option Plan
               Form of Stock Option Agreement, Non-Qualified Options,
               1993 Directors Stock Option Plan                                              **

   10.20       Warrant, Caledonian European Securities Ltd., dated July 15, 1993             **

   10.21       Warrant, Neil Haverty, dated July 15, 1993                                    **

   10.22       Warrant, Maroon Bells Capital Partners, Inc., dated July 15, 1993             **

   10.23       Promissory Note of Nolan K. Bushnell, dated as of February 8,
               1993, payable to OCTuS, Inc.                                                  **

   10.24       Stock Pledge Agreement by Nolan K. Bushnell in favor of OCTuS,
               Inc., dated February 8, 1993, as amended October 7, 1993                      **

   10.25       Purchase and Sale Agreement dated September 14, 1993 by and
               between OCTuS, Inc. and National Computer Systems, Inc.                       **

   10.26       Letter Agreement dated January 26, 1995 by and between OCTuS,
               Inc. and National Computer Systems, Inc.                                       #

   10.27       Purchase and License Agreement dated March 7, 1995 by and between
               Cintech Tele-Management Systems, Inc. and OCTuS, Inc., as amended
               May 16, 1995                                                                 +++

   10.28       Product Development and License Agreement dated September 5, 1995
               by and between Ascom Telecommunications Limited and OCTuS, Inc.                !

   10.29       Promissory Note dated December 1, 1995 from OCTuS, Inc. to Maroon
               Bells Capital Partners, Inc.                                                   &

   10.30       Stock and Warrant Purchase Agreement dated June 24, 1997 by and
               between OCTuS, Inc. and Advanced Technologies International, Ltd.             ++

   10.31       Warrant to Purchase Common Stock from OCTuS, Inc. to Advanced
               Technologies International, Ltd. dated June 24, 1997                          ++

   10.32       Agreement dated as of August 8, 1997 relating to settlement of
               claims among OCTuS parties and RAS/TAG parties.                                &

   11          Statements re: computation of (loss) earnings per share and
               shares used in per share calculation                                         +++
</TABLE>


                                       13
<PAGE>   14

<TABLE>
<CAPTION>
                                                                                       SEQUENTIALLY
 EXHIBIT                                                                                 NUMBERED
 NUMBER        DESCRIPTION NUMBERED                                                        PAGE
 ------        --------------------                                                        ----
<S>            <C>                                                                     <C>
   16.1        Letter dated March 13, 1997 from Price Waterhouse to the
               Securities and Exchange Commission                                             ~

   27.1        Financial Data Schedule
</TABLE>


*       Incorporated by reference from the Company's Form S-1, as amended,
        bearing the SEC registration number 33-51862, which was declared
        effective January 15, 1993.

**      Incorporated by reference from the Company's Annual Report on Form
        10-KSB for the calendar year ended December 31, 1993.

+       Incorporated by reference from the Company's Post-Effective Amendment
        No. 1 on Form S-3 to Form S-1, bearing the SEC registration number
        33-51862, which was declared effective January 6, 1995.

#       Incorporated by reference from the Company's Annual Report on Form
        10-KSB for the calendar year ended December 31, 1994 filed with the SEC
        April 17, 1995.

+++     Incorporated by reference from the Company's amended Annual Report on
        Form 10-KSB/A for the calendar year ended December 31, 1994 filed with
        the SEC July 6, 1995.

!       Incorporated by reference from the Company's Quarterly Report on Form
        10-QSB for the period ended September 30, 1995 filed with the SEC
        November 13, 1995.

~       Incorporated by reference from the Company's Form 8-K filed with the
        Securities and Exchange Commission on March 12, 1997.

&       Incorporated by reference to the Company's Annual Report on Form 10-KSB
        for the fiscal year ended December 31, 1997 as filed with the SEC on
        September 30, 1997.

++      Incorporated by reference from the Company's Quarterly Report on Form
        10-QSB for the period ended September 30, 1997 filed with the SEC on
        August 12, 1997.



                                       14