UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  
 FORM
10-Q






x
            QUARTERLY REPORT UNDER SECTION
      13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
      PERIOD ENDED SEPTEMBER 30, 2008o
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934For the
      transition period from to





Commission
File Number: 0-21092


OCTuS,
Inc.


(Exact
name of registrant as specified in its charter)





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





Suite
      472, APDO 0832-2745, World Trade Center, Republic of
      Panama,  n/a(Address
      of principal executive offices)


(011) (507)
265-1555
 (Issuer’s
Telephone Number)


Indicate
by check mark whether the registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. xYes  oNo
  Indicate
by check mark whether the registrant is a large accelerated file, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer
            o
            Accelerated
      filer
            oNon-accelerated
      filer
            o (Do not check if a
      smaller reporting company)
            Smaller
      reporting company
            x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). x Yes  oNo








APPLICABLE
ONLY TO CORPORATE ISSUERS




State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practical date.  As of December 16, 2008, the issuer
the following classes of its stock issued and outstanding:




Class:  Common
Stock, $0.001 Par Value:  13,437,072 shares outstanding












PART
I - FINANCIAL INFORMATION





Item 1.  Financial
Statements





OCTuS,
      Inc.Table
      of ContentsPageConsolidated
      Balance Sheets
      as of September 30, 2008 and December 31, 2007
      (Unaudited)
              2Consolidated
      Statements of Operationsfor
      the three months and nine months ended September 30, 2008 and
      2007 (Unaudited)
              3Consolidated
      Statements of Cash Flowsfor
      the nine months ended September 30, 2008 and 2007
      (Unaudited)
              4Notes
      to Consolidated Financial Statements(Unaudited)
              5
  1
  OCTuS,
INC. CONSOLIDATED
BALANCE SHEETS (Unaudited)
   September
      30,
                    
                    
                    December
      31,2008
                    
                    
                    2007ASSETSASSETS
                    
                    $
                    -
                    
                    
                    $
                    -LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable
                    
                    $
                    31,118
                    
                    
                    $
                    17,312Accounts
      payable-related parties
                    
                    
                    3,169
                    
                    
                    
                    3,169Accrued
      interest-related parties
                    
                    
                    34,639
                    
                    
                    
                    8,542Convertible
      notes payable-related parties
                    
                    
                    441,853
                    
                    
                    
                    424,827Total
      current liabilities
                    
                    
                    510,779
                    
                    
                    
                    453,850Commitments
      and contingencies
                    
                    
                    -
                    
                    
                    
                    -STOCKHOLDERS'
      DEFICITSeries
      A preferred stock, $0.001 par value, 300,000 sharesauthorized,
      no shares issued or outstanding
                    
                    
                    -
                    
                    
                    
                    -Series
      B preferred stock, $0.001 par value, 910,000 sharesauthorized,
      no shares issued or outstanding
                    
                    
                    -
                    
                    
                    
                    -Series
      C 6% cumulative preferred stock, $0.001 par value,250,000
      shares authorized, no shares issued and outstanding
                    
                    
                    -
                    
                    
                    
                    -Undesignated
      preferred stock, $0.001 par value,540,000
      shares authorized, no shares issued or outstanding
                    
                    
                    -
                    
                    
                    
                    -Common
      stock, $0.001 par value, 100,000,000 sharesauthorized,
      13,437,072 shares issued and outstanding
                    
                    
                    13,437
                    
                    
                    
                    13,437Additional
      paid-in-capital
                    
                    
                    22,857,472
                    
                    
                    
                    22,857,472Accumulated
      deficit
                    
                    
                    (23,381,688
                    )
                    
                    
                    (23,324,759
                    )Total
      stockholders' deficit
                    
                    
                    (510,779
                    )
                    
                    
                    (453,850
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                    
                    $
                    -
                    
                    
                    $
                    -
   The
accompanying notes are an integral part of these
consolidated  financial statements.
  2
 OCTuS, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
   Three
      Months Ended
                      September
      30,
                    
                    Nine
      Months Ended
                      September
      30,2008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007
 Revenues
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -General
      and administrative expenses
                    
                    8,494
                    
                    
                    
                    5,312
                    
                    
                    
                    30,833
                    
                    
                    
                    29,059Loss
      from operations
                    
                    (8,494
                    )
                    
                    
                    (5,312
                    )
                    
                    
                    (30,833
                    )
                    
                    
                    (29,059)Interest
      expense
                    
                    (8,821
                    )
                    
                    
                    (4,263
                    )
                    
                    
                    (26,096
                    )
                    
                    
                    (12,069)Net
      loss
                    $
                    (17,315
                    )
                    
                    $
                    (9,575
                    )
                    
                    $
                    (56,929
                    )
                    
                    $
                    (41,128)Per
      share information - basic and diluted:Weighted
      average shares outstanding
                    
                    13,437,072
                    
                    
                    
                    13,437,072
                    
                    
                    
                    13,437,072
                    
                    
                    
                    13,437,072Net
      loss per common share
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00)
  The
accompanying notes are an integral part of these consolidated financial
statements.
  3
 OCTuS, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008
AND 2007 (Unaudited)
   2008
                      
                      
                      2007OPERATING
      ACTIVITIESNet
      loss
                      
                      $
                      (56,929
                      )
                      
                      $
                      (41,128
                      )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Increase
      in accounts payable
                      
                      
                      13,806
                      
                      
                      
                      1,598Increase
      in accrued interest-related party
                      
                      
                      26,097
                      
                      
                      
                      12,069Net
      cash used in operating activities
                      
                      
                      (17,026
                      )
                      
                      
                      (27,461
                      )FINANCING
      ACTIVITIESProceeds
      from notes payable-related party
                      
                      
                      17,026
                      
                      
                      
                      27,461Net
      cash provided by financing activities
                      
                      
                      17,026
                      
                      
                      
                      27,461Net
      change in cash
                      
                      
                      -
                      
                      
                      
                      -CASH
      AT BEGINNING OF PERIOD
                      
                      
                      -
                      
                      
                      
                      -CASH
      AT END OF PERIOD
                      
                      $
                      -
                      
                      
                      $
                      -SUPPLEMENTAL
      CASH FLOW INFORMATION:Cash
      paid for interest
                      
                      $
                      -
                      
                      
                      $
                      -Cash
      for income taxes
                      
                      $
                      -
                      
                      
                      $
                      -SUPPLEMENTAL
      DISCLOSURE OF NONCASHINVESTING
      AND FINANCING ACTIVITIES:Conversion
      of liabilities into convertible notepayable
      - related party
                      
                      $
                      -
                      
                      
                      $
                      420,203
 The
accompanying notes are an integral part of these consolidated financial
statements.
  4
  OCTuS,
Inc.
 Notes
to Consolidated Financial Statements
 (Unaudited)
 
  Note
1.  Summary of Significant Accounting Policies
 
 Financial
Statements
 
 The
accompanying unaudited interim consolidated financial statements of OCTuS, Inc.
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form
10-Q.  Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.  These financial statements should be read in
conjunction with the audited consolidated financial statements and footnotes
included thereto for the fiscal year ended December 31, 2007, for OCTuS, Inc.,
on Form 10KSB, as filed with the Securities and Exchange
Commission.
 
 The
financial statements reflect all adjustments consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for a fair
presentation of the results for the periods shown.
 
 Certain
reclassifications have been made to amounts in prior periods to conform with the
current period presentation.
 
 Note
2.  Going Concern
 
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplates continuation of OCTuS as a going concern.  OCTuS has
working capital and stockholders’ deficits of $510,779 and an accumulated
deficit of $23,381,688 as of September 30, 2008.  In addition, OCTuS
has generated recurring losses, totaling $56,929 and $41,128 for the nine months
ended September 30, 2008 and 2007 respectively, and has no revenue generating
operations.
 
 OCTuS is
currently seeking a viable business to merge with and, in addition, is seeking
equity capital.  However, OCTuS has no commitment from any party to
provide additional capital and there is no assurance that such funding will be
available when needed, or if available, that its terms will be favorable or
acceptable to OCTuS.  OCTuS is reliant on a related party to provide
working capital.  There is no assurance that such related party will
continue to provide working capital.
  5
 
  OCTuS,
Inc.
 Notes
to Consolidated Financial Statements
 (Unaudited)
 The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
OCTuS to continue as a going concern.
 
 Note
3.  Related Party Transactions and Convertible Debt
 
 Various
related parties have advanced funds to enable OCTuS to meet its financial
obligations.  During 2008 and 2007, a stockholder continued to make
advances to OCTuS, even though it is under no obligation to do
so.  During the nine months ended September 30, 2008, the stockholder
advanced $17,026 under the terms of the convertible promissory note described in
the following paragraph.
 
 Effective
September 30, 2007, substantially all amounts due to related parties totaling
$420,203, including certain accounts payable, notes payable, accrued interest
and accrued dividends, were restructured into two convertible notes
payable.  The convertible promissory notes can be converted into
common stock at a rate of $0.10 per share, bear interest at an annual rate of 8%
until converted or paid, and are due upon ninety days notice.
  Note
4. Subsequent Events
 
 Subsequent
to September 30, 2008, a related party advanced $2,800 in payments to vendors,
suppliers and professional service providers on behalf of OCTuS.  The
amounts increase the balance of the convertible note payable to the related
party.
  6
  Item
2.  Plan of Operation.
 
 This
following information specifies certain forward-looking statements of management
of the company. Forward-looking statements are statements that estimate the
happening of future events and are not based on historical fact. Forward-looking
statements may be identified by the use of forward-looking terminology, such as
“may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”,
“probable”, “possible”, “should”, “continue”, or similar terms, variations of
those terms or the negative of those terms. The forward-looking statements
specified in the following information have been compiled by our management on
the basis of assumptions made by management and considered by management to be
reasonable. Our future operating results, however, are impossible to predict and
no representation, guaranty, or warranty is to be inferred from those
forward-looking statements.
 
 The
assumptions used for purposes of the forward-looking statements specified in the
following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements. We cannot guaranty that
any of the assumptions relating to the forward-looking statements specified in
the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
 
 Critical
Accounting Policy and Estimates
 
 Our
Management's Discussion and Analysis of Financial Condition and Results of
Operations section discusses our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. On an on-going
basis, management evaluates its estimates and judgments, including those related
to revenue recognition, accrued expenses, financing operations, and
contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The most significant
accounting estimates inherent in the preparation of our financial statements
include estimates as to the appropriate carrying value of certain assets and
liabilities which are not readily apparent from other sources. These accounting
policies are described at relevant sections in this discussion and analysis and
in the notes to the consolidated financial statements included in our Annual
Report as of December 31, 2007 filed on Form 10-KSB.
  7
 
 Business
 
 OCTuS,
Inc. ("we," the "Company" or "OCTuS") is actively seeking business opportunities
which may include the merger with or acquisition of another company. Although we
are seeking such opportunities, we may not consummate any such transaction, and
should we complete a transaction it is possible that we would not have
sufficient funds available or generate sufficient revenues to sustain our
operations.
 
 We
anticipate that additional capital will likely have to come from issuing
additional equity interests, which cannot occur without dramatically diluting
the existing equity ownership of our common stockholders.
 
 The
Company was incorporated in October 1983 under the laws of the State of
California. On December 29, 2001, a majority of the shareholders voted to change
our state of incorporation from California to Nevada. In December 2003, this
change was completed and we became a Nevada corporation. Currently, only our
Common Stock is eligible for quotation on the OTC Bulletin Board under the
symbol OCTI.
 
 Liquidity
and Capital Resources
 
 For the
nine months endedSeptember 30, 2008 we
incurred a net loss of $56,929.  Cash on handas of September 30, 2008
was $0.  Our total assets were also $0 as of September 30,
2008.  Our current liabilities were $510,779 as of September 30, 2008,
including $31,118 in accounts payable, and $3,169 in accounts payable – related
party. We also had $34,639 in accrued interest – related parties and $441,853 in
convertible notes payable to related parties.  Because we have no
cash, we are not able to pay our day to day expenses as they become due or
possibly for the next twelve months; however we anticipate that Grupo Dynastia
S.A., a related party that has lent us funds in the past, will continue to do so
until we are able to commence generating revenue; otherwise we may have to cease
operations.
 
 Although
we have actively been pursuing new investments or other business operations, we
cannot give assurance that we will enter into any new investment or agreement to
acquire such operations, or that the terms of any such agreements will be on
terms favorable to us. During the nine months ended September 30, 2008, Grupo
Dynastia S.A. loaned us $17,026 to continue operations.  There is no
assurance that Grupo Dynastia S.A., or subsequent controlling owners, will
continue to fund us. Should we be unable to obtain additional revenues, which is
likely, and/or raise additional capital, we could be forced to cease business
activities altogether.
 
 Results
of Operations for the Three Months Ended September 30, 2008 Compared to the
Three Months Ended September 31, 2007
 
 We have
realized no revenues during either the three months ended September 30, 2008 or
the three months ended September 30, 2007.
 
 During
the three months ended September 30, 2008, we reported a net loss of $17,315 or
$0.00 per share, compared to a net loss of $9,575 for the three months ended
September 30, 2007 or $0.00 per share.  We expect to incur losses
until such time, if ever, we begin generating revenue from
operations.
 
 During
the three months ended September 30, 2008, our general and administrative
expenses were $8,494, as compared to $5,312 for the three months ended September
30, 2007.  General and administrative expenses consist mostly of
professional fees incurred to prepare our financial statements and submit
regulatory filings required to maintain our status as a public
company.
  8
  Interest
expense for the three months ended September 30, 2008 was $8,821 compared to
$4,263 incurred for the three months ended September 30, 2007.  The
increase of $4,558 in interest expense results from an increase in interest
bearing obligations.  The debt restructuring which we accomplished in
September 2007 transferred a total of $244,781 in non-interest bearing
liabilities into convertible notes bearing interest at 8%.  We
therefore expect total interest expense during 2008 to be greater than 2007 as a
result of the debt restructuring.
  As of
September 30, 2008, we had significant tax credit and research carry forwards
for federal tax reporting purposes that expire through 2010. Additionally, we
have federal and state net operating loss carry forwards, expiring through 2027.
Because of a substantial change in our ownership resulting from an initial
public offering, an annual limitation of approximately $600,000 has been placed
on utilization of the loss carry forwards generated prior to our initial public
offering.
  Results
of Operations for the Nine Months Ended September 31, 2008 Compared to the Nine
Months Ended September 31, 2007
 
 We have
realized no revenues during either the nine months ended September 30, 2008 or
the nine months ended September 30, 2007.
 
 During
the nine months ended September 30, 2008, we reported a net loss of $56,929 or
$0.00 per share, compared to a net loss of $41,128 for the nine months ended
September 30, 2007 or $0.00 per share.  We expect to incur losses
until such time, if ever, we begin generating revenue from
operations.
 
 During
the nine months ended September 30, 2008, our general and administrative
expenses were $30,833, as compared to $29,059 for the nine months ended
September 30, 2007.  The increase of $1,774 was the result of a
difference in the timing of professional services performed at different times
in 2008 compared to 2007.  General and administrative expenses consist
mostly of professional fees incurred to prepare our financial statements and
submit regulatory filings required to maintain our status as a public
company.  There were no substantial changes in these activities in
2008 compared to 2007.
 
 Interest
expense for the nine months ended September 30, 2008 was $26,096 compared to
$12,069 incurred for the nine months ended September 30, 2007.  The
increase of $14,027 in interest expense results from an increase in interest
bearing obligations.  The debt restructuring which we accomplished in
September 2007 transferred a total of $244,781 in non-interest bearing
liabilities into convertible notes bearing interest at 8%.  We
therefore expect total interest expense during 2008 to be greater than 2007 as a
result of the debt restructuring.
 
 As of
September 30, 2008, we had significant tax credit and research carry forwards
for federal tax reporting purposes that expire through 2010. Additionally, we
have federal and state net operating loss carry forwards, expiring through 2027.
Because of a substantial change in our ownership resulting from an initial
public offering, an annual limitation of approximately $600,000 has been placed
on utilization of the loss carry forwards generated prior to our initial public
offering.
  Our
Plan of Operation for the Next Twelve Months
 
 Because
we have no cash as of September 30, 2008, management believes that without an
influx of significant new funds, we will not be able to sustain our operations
for the next twelve months. Although we have actively been pursuing new
investment, we cannot give assurance that we will enter into any new investment,
or that the terms of any such agreements will be on terms favorable to us. There
is no assurance that Grupo Dynastia S.A., or subsequent controlling owners, will
continue to fund us. Should we be unable to obtain additional funds, we could be
forced to cease business activities altogether.
  9
 As of
this date, we are actively seeking alternative business opportunities, which may
include acquisition of another company, or obtaining the rights to other
products or technologies. Although we are seeking such opportunities, it is
unlikely that we will be able to consummate any such transaction, which would
generate sufficient revenues to sustain our operations. We anticipate that
additional capital will likely have to come from issuing additional equity
interest, which cannot occur without dramatically diluting the existing equity
ownership of our Common stockholders.
 Because
we have limited operations and assets, we may continue to be considered a shell
company as defined in Rule 12b-2 of the Securities Exchange Act of 1934.
Accordingly, we have checked the box on the cover page of this report that
specifies we are a shell company.
 
 Off
Balance Sheet Arrangements
 
 There are
no off balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
 
 Item 3. Quantitative and
Qualitative Disclosures about Market Risk
  Not
applicable.
  Item 4. Controls and
Procedures
 
 Evaluation of disclosure controls and
procedures. We maintain controls and procedures designed to ensure that
information required to be disclosed in the reports that we file or submit under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed as of September 30, 2008, the date of this
report, our chief executive officer and the principal financial officer
concluded that our disclosure controls and procedures were
effective.
 
 Item 4(T). Controls and
Procedures.
 
 Changes in internal controls.There were no changes in our internal control over financial reporting
that occurred during the fiscal quarter covered by this report that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
  10
  PART
II — OTHER INFORMATION
 
 Item 1. Legal
Proceedings.
 
 None.
 
 Item 1A. Risk
Factors.
 
 Not
applicable.
 
 Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds.
 
 None.
 
 Item 3.  Defaults
Upon Senior Securities
 
 None.
 
 Item
4.  Submission of Matters to Vote of Security
Holders
 
 None.
 
 Item 5.  Other
Information
 
 None.
 
 Item
6.  Exhibits
 
 31. Rule 13a-14(a)/15d-14(a) Certifications.
 32.
Section 1350 Certifications.
  11
  SIGNATURES
 
 In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
  OCTuS,
      Inc.,
                  a
      Nevada corporationDecember
      18,  2008
                By:
                /s/ David
      S. PereDavid
      S. Pere
                  Principal
      Executive, Accounting and
                  Financial
      Officer, President, Treasurer,
                  and
      a Director