U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                Form 10-QSB/A


(Mark One)

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

              For the quarterly period ended March 31, 2001

[ ]  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                 (IRS Employer
     incorporation or organization)               Identification No.)

                   13161 Sundance Ave., San Diego, CA 92129
             ----------------------------------------------------
                   (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, 2001     Common Stock, no par value               4,223,390
(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]


===============================================================================
<PAGE>
                                 OCTuS, INC.
                                FORM 10-QSB/A
                     FOR THE PERIOD ENDED MARCH 31, 2001
<TABLE>
                                    INDEX

<CAPTION>
Pursuant to Rule 310(b) of Regulation S-B, the registrant did not obtain a
review by the independent public accountant prior to filing the original
1st Quarter 10-QSB for 2001. The required review by the independent public
accountant has now been completed resulting in this document that is hereby
filed as an amended 10-QSB/A.

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

          ITEM 1.  FINANCIAL STATEMENTS

                   Condensed Balance Sheets at March 31, 2001            3

                   Condensed Statements of Operations for the three
                   months ended March 31, 2001 and 2000                  4

                   Condensed Statements of Cash Flows for the three
                   months ended March 31, 2001 and 2000                  5

                   Notes to Condensed Financial Statements               6


          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS                  7



PART II.  OTHER INFORMATION                                             10



SIGNATURES                                                              11
</TABLE>

                                    -  2 -
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<PAGE>
PART I.   FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS

                                 OCTuS, INC.
<TABLE>
                           CONDENSED BALANCE SHEETS
                                March 31, 2001
                                  (unaudited)


<S>                                                               <C>
                          ASSETS
CURRENT ASSETS
  Cash                                                            $     2,858
                                                                  ===========

          LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
  Accounts payable                                                $    11,521
  Accrued liabilities                                                   6,503
  Accrued interest - related party                                    153,951
  Notes payable - related party                                       485,479
                                                                  -----------
     TOTAL CURRENT LIABILITIES                                        657,454
                                                                  -----------

SHAREHOLDERS' (DEFICIT)
  3.6% cumulative preferred stock, no par value,
     2,000,000 shares authorized,
     250,000 shares issued and outstanding                            151,000
  Common Stock, no par value;
     100,000,000 shares authorized,
     4,223,390 shares issued and outstanding                       21,966,577
  Paid-in-capital                                                      51,316
  Accumulated deficit                                             (22,823,489)
                                                                  -----------
     TOTAL SHAREHOLDERS' (deficit)                                   (654,596)
                                                                  -----------
                                                                  $     2,858
                                                                  ===========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
                                    -  3 -
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<PAGE>
                                 OCTuS, INC.
<TABLE>
                      CONDENSED STATEMENTS OF OPERATIONS
                                  (unaudited)

<CAPTION>
                                                Three Months Ended March 31,
                                                 --------------------------
                                                    2001           2000
                                                 -----------    -----------
<S>                                              <C>            <C>
Revenues                                         $      -       $      -
                                                 -----------    -----------

General and administrative expenses                   12,545          1,759
                                                 -----------    -----------

(Loss) from operations                               (12,545)        (1,759)

Interest expense                                     (12,210)       (10,554)
                                                 -----------    -----------

Net (loss)                                           (24,755)       (12,313)

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

Net (loss) available to common shareholders      $   (27,005)   $   (14,563)
                                                 ===========    ===========

Per share information - basic and fully diluted
  Weighted average shares outstanding              4,223,390      4,223,390
                                                 ===========    ===========

Net (loss) per common share                      $    (0.01)    $    (0.00)
                                                 ===========    ===========
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
                                    -  4 -
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<PAGE>
                                 OCTuS, INC.
<TABLE>
                      CONDENSED STATEMENTS OF CASH FLOWS
                                  (unaudited)

<CAPTION>
                                                Three Months Ended March 31,
                                                 --------------------------
                                                    2001           2000
                                                 -----------    -----------
<S>                                              <C>            <C>
OPERATING ACTIVITIES
  Net cash (used in) operating activities            $   (22,314)  $      (616)
                                                     -----------   -----------

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

FINANCING ACTIVITIES
  Proceeds from notes payable - related party             25,000         1,000
                                                     -----------   -----------
  Net cash provided by financing activities               25,000         1,000
                                                     -----------   -----------

NET INCREASE IN CASH                                       2,686           384

CASH AT BEGINNING OF YEAR                                    172             5
                                                     -----------   -----------

CASH AT END OF YEAR                                  $     2,858   $       389
                                                     ===========   ===========

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

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
                                    -  5 -
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<PAGE>
                                  OCTUS, INC.

                   NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  (unaudited)


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 accounting principles generally
accepted in the United States of America.

     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 March 31, 2001, and the
results of operations for the three months ended March 31, 2001 and 2000.
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/A for the year ended
December 31, 2000.


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.  EARNINGS PER SHARE

     The Company calculates net income (loss) per share as required by SFAS
No. 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 4.  RELATED PARTY TRANSACTIONS

     During the quarter ended March 31, 2001, the following unsecured
promissory notes were issued to the Company:

     *    Unsecured promissory note, principal balance of $15,000, interest
          at 10%, interest and principal due on July 7, 2001
     *    Unsecured promissory note, principal balance of $10,000, interest
          at 10%, interest and principal due on August 24, 2001

     On March 19, 2001, a note of $27,168 was due to a related party, however,
it was not paid until April 25, 2001, thus the note is considered delinquent as
of March 31, 2001.

     In July 1996 the Company issued 250,000 of its Series C Preferred Stock
and one five-year stock purchase warrant for 3,000,000 shares of its common
stock for $151,000 with the warrants expiring on June 24, 2001.  An unsecured
promissory note with a principal balance of $428,311 and interest at 10%,
interest and principal due within 5 days of the exercise of the stock purchase
warrant, was outstanding with the same related party that held the warrants.
On April 25 2001, this related party converted three million warrants to three
million shares of the Company's restricted common stock for $60,000.  The
proceeds received for this conversion were applied to the outstanding debt due
to the related party.  The conversion, however, did not provide the Company
sufficient funds to pay the full amount due to the related party.  The
outstanding debt of $428,311 is delinquent as of April 30, 2001.

                                    -  6 -
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<PAGE>
     Interest expense on the related party notes outstanding for the three
months ended, March 31, 2001 was $12,210.

     During the three months ended March 31, 2001, the Company incurred $10,500
of consulting expense related to an employment agreement with the President of
the Company in which he will provide monthly consulting services at a monthly
rate of $3,500.  As of March 31, 2001, $3,500 was unpaid and included in
accounts payable.


NOTE 5.  DISCLOSURE OF CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES

     The Company has a working capital and shareholders' deficiency of $654,596
and an accumulated deficit of $22,823,489 as of March 31, 2001.  The Company
has liabilities totaling $657,454 and cash of only $2,858 as of March 31, 2001.
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.



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 March 31, 2001. Additionally, the financial statements and notes thereto
and Management's Discussion and Analysis in the Company's Annual Report on
Form 10-KSB/A for the year ended December 31, 2000 will provide additional
information.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001

     NET SALES. There were no net sales for the three months ended
March 31, 2001, which represented no change, from the same period in 2000.
Because the Company currently is without a product there are no sales or even
prospects of products sales in the near future.

     SELLING, GENERAL AND ADMINISTRATIVE. The Company recorded $12,545 for
selling, general and administrative expenses for the three months ended
March 31, 2001, an increase of $10,786 from the same period in 2000. The
company has been engaged in marketing licenses for the Company's technologies
and consulting with third parties regarding computer telephony businesses and
market opportunities.

     NET LOSS. Net loss for the three months ended March 31, 2001 was $24,755,
as compared to a $12,313 loss for the same period in 2000.

     LIQUIDITY AND CAPITAL RESOURCES. For the three months ended
March 31, 2001, the Company posted a net loss of $24,755. Cash on hand on
March 31, 2001 was $2,858. 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.

                                    -  7 -
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<PAGE>
                 RISK FACTORS WHICH MAY AFFECT FUTURE RESULTS

HISTORY OF OPERATING LOSSES

     For the calendar year ended December 31, 2000, the Company recorded a loss
of $46,385. For the calendar year ended December 31 1999, the Company recorded
a loss of $ 54,167.

     At December 31, 2000, the Company had no tangible assets, no working
capital, an accumulated deficit of $22,798,734 and a shareholders' deficit of
$629,841. With both the Cintech and the Ascom transactions terminated, and
considering that the Company at this time has no product available for sale,
the Company will continue to generate significant losses. 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 30, 2001 was $2,858, 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 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. 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 exercise price according
to the following schedule: $0.43 per share for the first 1,000,000 shares,
$0.50 per share for the second 1,000,000 shares, and $0.75 per share for the
final 1,000,000 shares. The Company had been meeting its liquidity needs
through loans from ATI until August 1998 when ATI ceased funding the Company
and subsequently declared bankruptcy.  The loan balance as of December 31, 2000
was $ 428,311. The Company accrues 10.0% simple interest on such loans and the
loan is due within five (5) days of the Company's receiving sufficient funds
from the exercise of warrants. Smith Technology Development, LLC during 1999
through a bankruptcy purchase agreement, acquired the note, stock and warrants.
Subsequently, during 2000, the note, stock and warrants were transferred in a
sale to Grupo Dynastia S. A., a Panamanian company. There is no assurance that
Grupo Dynastia S. A. or subsequent owners of the notes and warrants will
continue to fund the Company or that exercise of the warrants will enable the
Company to repay such loans. Should the Company be unable to obtain additional
revenues, and/or raise additional capital, it could be forced to cease business
activities altogether.

NOTES AND ADVANCES PAYABLE

     From September 2000 through December 2000, Grupo Dynastia S. A. advanced
$32,168 to the company secured by notes bearing interest at the rate of 10% per
annum.  From January 2001 through March 2001, Grupo Dynastia S.A advanced
another $25,000 to the Company secured by notes bearing interest at the rate of
10% per annum.  See also transactions with affiliates above.

                                    -  8 -
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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
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", maintained by the
National Quotation Bureau, Inc., which are 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. See table in Part II, Item 5, "Market for
Common Equity and Related Stockholder Matters."

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.


ITEM 2.  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.

                                    -  9 -
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<PAGE>
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 first
quarter of the fiscal year covered by this report.


ITEM 5.  OTHER INFORMATION

     None


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

     In February 2001 the Company changed accountants and filed a Form 8-K for
this event in February 2001.  There were no disagreements with the former
accountants regarding accounting principles or reporting.

                                    - 10 -
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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:  ______________                  /s/  JOHN C. BELDEN
                                       ----------------------------
                                            John C. Belden
                                            President & CEO /
                                            Chief Financial Officer

                                    - 11 -
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<PAGE>
<TABLE>
EXHIBIT INDEX
<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                    +++
16.1        Letter dated March 13, 1997 from Price Waterhouse to the
            Securities and Exchange Commission                            ~

<FN>
     *      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.
</TABLE>

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<PAGE>