UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  
 FORM
10-Q/A
 (Amendment
No.1)
 
  x
              QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934FORTHE
      QUARTERLY PERIOD ENDED MARCH 31, 2009o
              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.)
 
 719 Second Street Suite 9, Davis, California
      95616(Address
      of principal executive
offices)
  (530)
564-0200
 (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
              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
 
 As of May
11, 2009, the registrant had 43,437,072 shares of common stock
outstanding.
  1
  INTRODUCTORY
NOTE
 
 This Amendment No.1 to Quarterly Report
on Form 10-Q (“Amendment No.1”) amends the Quarterly Report on Form 10-Q (the
“Form 10-Q”) for the three months ended March 31, 2009, previously filed by
Octus, Inc. (the “Company”).  Only the items that are amended are set
forth below, and those items are amended and restated in their entirety as set
forth below.  All other information in the Form 10-Q remains unchanged
and has not been repeated in this Amendment No.1.  Accordingly, this
Amendment No.1 should be read in conjunction with the Form 10-Q.
  2
  Item 4. Controls and
Procedures
 
 Evaluation of disclosure controls and
procedures.
 
 Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of our
disclosure controls and procedures, as such term is defined under
Rule 13a-15(e) and 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the
period covered by this report.  Disclosure controls and procedures are
defined as those controls and other procedures of an issuer that are designed to
ensure that the information required to be disclosed by the issuer in the
reports it files or submits under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission’s
rules and forms, and that such information is accumulated and communicated to
our management, including our principal executive and financial officer, as
appropriate, to allow timely decisions regarding required
disclosure.  Based on their evaluation, our principal executive
officer and principal accounting officer concluded that as of March 31, 2009,
our disclosure controls and procedures were not effective to provide reasonable
assurance that information required to be disclosed in our Exchange Act reports
is recorded, processed, summarized and reported within the time periods
specified by the rules and forms of the SEC and is accumulated and communicated
to management, including the chief executive officer and chief financial
officer, as appropriate to allow timely decisions regarding required
disclosure.  Our conclusion was based on (1) our lack of systematic
accounting and disclosure procedures, notwithstanding that the Company’s
financial statements and notes thereto are prepared and reviewed by management
and that the Company’s chief financial officer reviewed each transaction during
the periods covered by the report that had an effect on the Company’s financial
statements included in the Form 10-Q, (2) the absence of personnel, other than
the chief financial officer, with requisite expertise in the functional areas of
finance and accounting, and (3) the absence of a functioning audit committee or
outside directors on the Company’s board of directors.
 
 Throughout
the period covered by the report, the Company was a shell company (as defined in
Rule 12b-2 under the Exchange Act), had no or minimal amounts of cash, did not
have any employees other than the new chief executive officer and chief
financial officer appointed in February 2009, and did not engage in active
business activities.  To address the weaknesses identified above,
management reviewed and performed an analysis of every transaction for the
period covered by the report that had an impact on the Company’s financial
statements included in the Form 10-Q.  Accordingly, notwithstanding
the existence of the material weaknesses described in this Item, management
believes that the financial statements included in this Quarterly Report on Form
10-Q fairly present, in all material respects, our financial condition, results
of operations and cash flows for the periods presents in accordance with U.S.
generally accepted accounting principles.  The Company also intends to
address the weaknesses identified above by adding more formalized accounting,
control and disclosure procedures, by hiring additional personnel resources when
the Company’s operations and financial position permit it to do so, by
continuing to have the chief financial officer review all significant
transactions affecting the Company’s financial statements, and by considering
the appointment of outside directors and audit committee members in the future
where appropriate.  In addition, on February 24, 2009, the Company
hired a new chief executive officer and a full-time chief financial officer to
help implement and oversee internal controls over financial
reporting.
 
 Changes
in internal controls.
 
 On
February 24, 2009, we hired a full-time chief financial officer to implement and
oversee internal controls over financial reporting.There were no
other 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.
  3
  PART
II — OTHER INFORMATION
 
 Item 6.
Exhibits
 
 31.1
Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 
 31.2
Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 
 32.1
Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 32.2
Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
  4
  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 corporationJuly
      23,  2009
                    By:
                    /s/ Christian
      SoderquistChristian
      Soderquist
                      Chief
      Executive Officer and a Director






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