<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 September 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>
September 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 SEPTEMBER 30, 1999

                                      INDEX

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

        ITEM 1.  FINANCIAL STATEMENTS

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

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

                 Condensed Statements of Operations for the nine
                 months ended September 30, 1999 and 1998                       5

                 Condensed Statements of Cash Flows for the nine
                 months ended September 30, 1999 and 1998                       6

                 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>
                                                            September 30,
                                                               1999                 December
                                                            (Unaudited)             31, 1998
                                                            ------------          ------------
<S>                                                         <C>                   <C>
                                     ASSETS
CURRENT ASSETS
   Cash                                                     $        110          $        219
                                                            ------------          ------------

       TOTAL CURRENT ASSETS                                          110                   219
                                                            ------------          ------------


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

                                                            $        110          $        219
                                                            ============          ============

                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Accounts payable                                         $     43,772          $     33,451
   Accrued liabilities                                            68,351                64,602
   Accrued interest                                               86,260                56,260
   Promissory note                                               427,011               426,511
                                                            ------------          ------------

       TOTAL CURRENT LIABILITIES                                 625,394               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                                       (22,742,861)          (22,698,182)
                                                            ------------          ------------

       TOTAL SHAREHOLDERS' DEFICIENCY                           (625,284)             (580,605)
                                                            ------------          ------------

                                                            $        110          $        219
                                                            ============          ============
</TABLE>



                   See notes accompanying financial statements



                                       3
<PAGE>   4

OCTUS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)


<TABLE>
<CAPTION>
                                                      For the three months
                                                       ended September 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               1,830               44,000
   Interest                                         10,000                1,000
                                               -----------          -----------

       TOTAL COSTS AND EXPENSES                     11,830               45,000
                                               -----------          -----------

INCOME (LOSS) BEFORE INCOME TAXES                  (11,830)             (45,000)

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

NET INCOME (LOSS)                              $   (11,830)         $   (45,000)
                                               ===========          ===========

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 nine months
                                                      ended September 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              14,679              134,000
   Interest                                         30,000                4,000
                                               -----------          -----------

       TOTAL COSTS AND EXPENSES                     44,679              148,000
                                               -----------          -----------

INCOME (LOSS) BEFORE INCOME TAXES                  (44,679)            (138,000)

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

NET INCOME (LOSS)                              $   (44,679)         $  (138,000)
                                               ===========          ===========

PRIMARY EARNING (LOSS)
  PER COMMON SHARE                             $      (.01)         $      (.03)
                                               ===========          ===========



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 nine months
                                                                 ended September 30,
                                                              1999               1998
                                                            ---------          ---------
<S>                                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                        $ (44,679)         $(138,000)
   Adjustments to reconcile net income (loss) to
     net cash used by operating activities:
       Changes in operating assets and liabilities:
         Accounts payable                                      10,320            (12,000)
         Accrued liabilities                                    3,750             18,000
         Accrued interest                                      30,000                  0
                                                            ---------          ---------

NET CASH USED BY OPERATING ACTIVITIES                            (609)          (132,000)
                                                            ---------          ---------


CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from advances                                         500            132,000
                                                            ---------          ---------

NET CASH PROVIDED BY FINANCING ACTIVITIES                         500            132,000
                                                            ---------          ---------

NET INCREASE (DECREASE) IN CASH                                  (109)                 0

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

CASH AT END OF PERIOD                                       $     110          $       0
                                                            =========          =========

OTHER CASH INFORMATION
   Interest paid                                            $       0          $   4,000
                                                            =========          =========
</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 September 30, 1999 and
December 31, 1998, and the results of operations for the nine months ended
September 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>
                                            September 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                                        20,058            16,309
                                              --------          --------
                                                68,351            64,602
                                              --------          --------
</TABLE>


4. DISCLOSURE OF CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES

   The Company has a working capital and shareholders' deficiency of $625,284
and an accumulated deficit of $22,742,861 as of September 30, 1999. The Company
has liabilities totaling $625,394 and $110 in cash as of September 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
September 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 SEPTEMBER 30, 1999

   Net Sales. There were no net sales for the three months ended September 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
September 30, 1999, which represented no change from the same period in 1998.

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

   Selling, General and Administrative. The Company recorded $1,830 for selling,
general and administrative expenses for the three months ended September 30,
1999, a decrease of 42,170, or 95.8%, 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 September 30, 1999 was $11,830,
as compared to a $45,000 loss for the same period in 1998.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999

   Net Sales. There were no net sales for the nine months ended September 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 nine months ended
September 30, 1999, which represented a reduction of $10,000 or 100%, from the
same period in 1998. The amount for the nine month period ended September 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 nine 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 nine months
ended September 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 $14,679 for
selling, general and administrative expenses for the nine months ended September
30, 1999, a decrease of $119,321, or 89.0%, 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.



                                       8
<PAGE>   9

   Net Loss. Net loss for the nine months ended September 30, 1999 was $44,679,
as compared to a $138,000 loss for the same period in 1998.



                                       9
<PAGE>   10

        LIQUIDITY AND CAPITAL RESOURCES.

        For the nine months ended September 30, 1999, the Company posted a net
loss of $ 44,679. The Company's operating and investing activities used cash of
$609. Cash on hand on September 30, 1999 was $110. For the year ended December
31, 1998 the Company incurred a net loss of $220,223. 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 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 recorded a
loss of $220,223. For the calendar year ended December 31 1997, the Company
recorded a loss of $219,101.

        At September 30, 1999, the Company had no tangible assets, no working
capital, an accumulated deficit of $22,742,861 and a shareholder' deficit of
$625,284. With both the Cintech and the Ascom transactions terminated, and due
to the absence of a significant level of sales of the Company's products, either
as stand-alone retail units or incorporated into third party products, the
Company will continue to generate significant losses. It is unlikely that the
Company's existing operations will be successful or will be profitable in the
future.

        NEED FOR ADDITIONAL CAPITAL

        The Company's cash on hand as of September 30, 1999 was $110, 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 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
September 30, 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 September 30, 1999.



                                       10
<PAGE>   11

        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.

        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 September 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.



                                       11
<PAGE>   12

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.



                                       12
<PAGE>   13

                                   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



                                       13
<PAGE>   14

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>



                                       14
<PAGE>   15

<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.



                                       15