U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 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, 2002

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

          For the transition period from         to

                        Commission file number 0-21092

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

              CALIFORNIA                              33-0013439
              ----------                              ----------
    (State or other jurisdiction of                 (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:

June 30, 2002      Common Stock, no par value               6,468,420
(Date)             (Class)                              (Number of Shares)

                   Series C Preferred Stock                   250,000
                   (Class)                              (Number of Shares)

Transitional Small Business Disclosure Format (check one):
                               Yes [ ]   No [X]


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<PAGE>
                                 OCTuS, INC.
                                 FORM 10-QSB
                      FOR THE PERIOD ENDED JUNE 30, 2002
<TABLE>
                                    INDEX

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

         ITEM 1.  FINANCIAL STATEMENTS

              Consolidated Balance Sheet at June 30, 2002 (unaudited) . . .   3

              Consolidated Statements of Operations for the three . . . . .   4
              and six months ended June 30, 2002 and 2001 (unaudited)

              Consolidated Statements of Cash Flows for the six . . . . . .   5
              months ended June 30, 2002 and 2001 (unaudited)

              Notes to Consolidated Financial Statements (unaudited)  . . .   6

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


PART II. OTHER INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . .   8


SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
</TABLE>

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

                                 OCTuS, INC.
<TABLE>
                          CONSOLIDATED BALANCE SHEET
                                 June 30, 2002
                                  (unaudited)


<S>                                                               <C>
                          ASSETS
CURRENT ASSETS
  Cash                                                            $       296
                                                                  ===========

          LIABILITIES AND STOCKHOLDERS' (DEFICIT)
CURRENT LIABILITIES
  Accounts payable and accrued expenses                           $    19,132
  Accounts payable and accrued expenses-related parties                60,908
  Notes payable - related party                                        22,539
                                                                  -----------
     Total Current Liabilities                                        102,579
                                                                  -----------

STOCKHOLDERS' (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, 6,468,420 shares issued and outstanding         22,209,794
  Paid-in capital                                                     489,341
  Accumulated (deficit)                                           (22,952,418)
                                                                  -----------
     Total stockholders' (deficit)                                   (102,283)
                                                                  -----------

                                                                  $       296
                                                                  ===========

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
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<PAGE>
                                 OCTuS, INC.
<TABLE>
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)

<CAPTION>
                                         Three Months Ended         Six Months Ended
                                               June 30,                  June 30,
                                       ------------------------  ------------------------
                                          2002         2001         2002         2001
                                       -----------  -----------  -----------  -----------
<S>                                    <C>          <C>           <C>         <C>
Revenues                               $      -     $      -      $     -     $      -
                                       -----------  -----------  -----------  -----------

General and administrative expenses         15,184       20,008       26,858       32,553
                                       -----------  -----------  -----------  -----------

(Loss) from operations                     (15,184)     (20,008)     (26,858)     (32,553)

Interest expense                              (539)     (11,026)     (11,760)     (23,236)
                                       -----------  -----------  -----------  -----------

Net (loss)                                 (15,723)     (31,034)     (38,618)     (55,789)

Preferred dividends                          2,250        2,250        4,500        4,500
                                       -----------  -----------  -----------  -----------

Net (loss) available
   to common shareholders              $   (17,973) $   (33,284) $   (43,118) $   (60,289)
                                       ===========  ===========  ===========  ===========

Per share information -
  Basic and fully diluted
  Weighted average shares outstanding    1,166,522      321,609      766,071      266,695
                                       ===========  ===========  ===========  ===========

Net (loss) per common share            $    (0.02)  $    (0.10)  $    (0.06)  $    (0.23)
                                       ===========  ===========  ===========  ===========

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
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<PAGE>
                                 OCTuS, INC.
<TABLE>
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (unaudited)

<CAPTION>
                                                 FOR THE SIX MONTHS ENDED JUNE 30,
                                                        2002          2001
                                                     -----------   -----------
<S>                                                  <C>           <C>
OPERATING ACTIVITIES
  Net cash (used in) operating activities            $    (9,804)  $   (28,821)
                                                     -----------   -----------

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

FINANCING ACTIVITIES
  Proceeds from notes payable - related party             10,100        33,000
                                                     -----------   -----------
Net cash provided by financing activities                 10,100        33,000
                                                     -----------   -----------

Net increase in cash                                         296         4,179

BEGINNING CASH                                              -              172
                                                     -----------   -----------

ENDING CASH                                          $       296   $     4,351
                                                     ===========   ===========


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


SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT
NON-CASH FINANCING AND INVESTING ACTIVITIES

Warrants exercised into common stock for
  write off of notes payable                         $      -      $    60,000
                                                     ===========   ===========
Issuance of common stock as settlement of
  notes payable-related party                        $   426,511   $      -
                                                     ===========   ===========

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

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2002
                                  (UNAUDITED)


Note 1.  Basis Of Presentation

The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America ("GAAP") for interim financial information and Item 310(b) of
Regulation S-B.  They do not include all of the information and footnotes
required by GAAP for complete financial statements.  In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation have been included.  The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the full year.  For further information, refer to
the audited financial statements of the Company as of December 31, 2001 and for
the two years then ended, including notes thereto, included in the Company's
Form 10-KSB.

Note 2.  Earnings Per Share

The Company calculates net income (loss) per share as required by Statement of
Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares outstanding for the period. Diluted earnings
(loss) per share is calculated by dividing net income (loss) by the weighted
average number of common shares and dilutive common stock equivalents
outstanding. During the periods presented, common stock equivalents were not
considered, as their effect would be anti-dilutive.

Note 3.  Related Party Transactions

During the six months ended June 30, 2002, a related party loaned the Company
$10,100 for operations at 10% interest.  No terms have been determined on the
repayment of these funds.

During the six months ended June 30, 2002, the Company incurred $21,000 of
consulting expense related to an employment agreement with the President of the
Company in which he will provide consulting services at a monthly rate of
$3,500.  As of June 30, 2002, $55,209 was unpaid to the President of the
Company and included in accounts payable and accrued expenses - related
parties.

Note 4.  Stockholders' (Deficit)

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

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<PAGE>

Note 5.  Settlement

On February 15, 2002 the majority shareholder filed a complaint alleging that
the Company was in default on two promissory notes totaling $426,511 and
accrued interest in the amount of $184,214.  The Company settled the complaint
in June 2002.  The Company was ordered to issue one unrestricted share of its
common stock in settlement of each $0.10 of the Plaintiff's respective debts.
This resulted in a total of 6,107,250 shares being issued to the Plaintiff.
The shares were issued at their fair market value of $0.03 per share resulting
in an increase in common stock of $183,217.  The difference between the fair
market value of the shares issued and the amount of the recorded liabilities
has been recorded as a capital contribution of $427,508.  Accrued interest for
the quarter ended March 31, 2002 on these notes of $10,517 was also recorded as
a capital contribution.

Note 6.  Going Concern

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States
of America, which contemplates continuation of the Company as a going concern.
The Company has working capital and shareholders' deficiencies of $102,283 and
an accumulated deficit of $22,952,418 as of June 30, 2002.

The Company is currently seeking a viable business to merge with and, in
addition, is seeking equity capital.  However, the Company has no commitment
from any party to provide additional capital and there is no assurance that
such funding will be available when needed, or if available, that its terms
will be favorable or acceptable to the Company.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2002

NET SALES. There were no revenues for the three months ended June 30, 2002.

SELLING, GENERAL AND ADMINISTRATIVE. The Company recorded $15,184 for general
and administrative expenses for the three months ended June 30, 2002, a
decrease of $4,824 from the same period in 2001.  The decrease is a result of a
$4,800 decrease in audit and accounting fees from the prior year.

NET LOSS. Net loss from operations for the three months ended June 30, 2002 was
$15,723 as compared to a $31,034 loss for the same period in 2001.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2002

NET SALES. There were no net sales for the six months ended June 30, 2002,
which represented no change, from the same period in 2001. Because the Company
currently is without a product there are no sales or even prospects of sales in
the near future.

SELLING, GENERAL AND ADMINISTRATIVE. The Company recorded $26,858 for selling,
general and administrative expenses for the six months ended June 30, 2002,
a decrease of $5,695 from the same period in 2001.  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 from operations for the six months ended June 30, 2002 was
$38,618, as compared to a $55,789 loss for the same period in 2001.

LIQUIDITY AND CAPITAL RESOURCES. For the three months ended June 30, 2002, the
Company posted a net operating loss of $15,723. Cash on hand on June 30, 2002
was $296. 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.

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<PAGE>

RISK FACTORS, WHICH MAY AFFECT FUTURE RESULTS

HISTORY OF OPERATING LOSSES

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

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

NEED FOR ADDITIONAL CAPITAL

The Company's cash on hand as of June 30, 2002 was $296, which is inadequate to
meet the Company's budgeted operating requirements. Additional cash resources
are required to sustain the Company's operations. Since September 2000
operations have been funded by loans from Grupo Dynastia S.A a Panamanian
company, one of the Company's principal shareholders. It should be noted that
the Company has no commitment from any party to provide additional capital and
there is no assurance that such funding will be available when needed or, if
available, that its terms will be favorable or acceptable to the Company.
Should the Company be unable to obtain additional capital when and as needed,
it could be forced to cease business activities altogether. It is unlikely that
the Company will be able to raise additional capital without dramatically
diluting the existing equity ownership of the Company's Common stockholders.

TRANSACTIONS WITH AFFILIATES

The Company has been a party to certain transactions with related persons and
affiliates. The Company believes that all such transactions were in its best
interests on terms no less favorable to the Company than could have been
obtained from unaffiliated third parties and each transaction was approved by
disinterested and independent members of the Board of Directors.


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

In January 1993, the Company completed an initial public offering of 100,000
Units, each unit comprised of one share of Common Stock and one Common Stock
Purchase Warrant. These securities were quoted on the Nasdaq SmallCap Market
until February 1, 1995, at which time they were delisted due to the Company's
inability to meet that market's minimum capital and surplus requirements. The
securities now trade on the OTC Bulletin Board that is generally considered to
be less efficient markets. While the Company intends to reapply for listing on
the Nasdaq SmallCap Market if conditions are favorable for it to do so, there
can be no assurance that the Company's securities will be accepted by the
Nasdaq SmallCap Market upon application by the Company for relisting.

The market price of the Common Stock, Units, and Warrants, like that of the
securities of many other high technology companies, has been highly volatile.
Factors such as fluctuation in the Company's operating results, announcements
of technological innovations or new products by the Company or its competitors,
developments in the Company's strategic alliances with other companies, and
general market conditions may have a significant effect on the market price of
the Common Stock

EFFECT OF CERTAIN ANTI-TAKEOVER CHARTER AND BYLAW PROVISIONS

Certain provisions of the Company's Amended and Restated Articles of
Incorporation (the Articles) and Bylaws could have the effect of making it more
difficult for a third party to acquire, or could discourage a third party from
attempting to acquire, control of the Company. Such provisions may limit or
reduce the price that investors might be willing to pay for shares of the
Common Stock. Certain of such provisions allow the Company to issue preferred
stock with rights senior to those of the Common Stock and impose various
procedural and other requirements that could make it more difficult for
shareholders to effect certain corporate actions. The Articles also provide for
a classified board in the event the Company's shares are traded on a national
securities exchange or the Nasdaq National Market. A classified board could
make it more difficult for a third party to acquire control, or could
discourage a third party from attempting to acquire, control of the board.

                                    -  8 -
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<PAGE>

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.


PART II.

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On February 15, 2002, a Complaint was filed by Grupo Dynastia, S.A., the
majority shareholder, against the Company.  The Complaint alleges that the
Company is in default on two promissory notes, one dated April 14, 1998, and
the other dated September 27, 2000 (the "Notes"), totaling $426,511, plus
accrued interest in the sum of $184,214. On June 18, 2002 the United States
District Court, State of Nevada issued a settlement order to issue 6,107,250
shares of the company's common stock as payment in full of the aforementioned
notes and accrued interest.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

NOTES AND ADVANCES PAYABLE

From January 2002 through June 2002 Grupo Dynastia S. A. advanced $10,100 to
the company bearing interest at the rate of 10% per annum.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

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

ITEM 5. OTHER INFORMATION

None.

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

None


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                                  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:  August 9 , 2002                 /s/  John C. Belden
                                       ----------------------------
                                            John C. Belden
                                            President & CEO /
                                            Chief Financial Officer



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