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 1934FORTHE QUARTERLY
      PERIOD ENDED JUNE 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 August 7, 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 June 30, 2008 and December 31, 2007
      (Unaudited)
              2Consolidated
      Statements of Operationsfor
      the three months and six months ended June 30, 2008 and 2007
      (Unaudited)
              3Consolidated
      Statements of Cash Flowsfor
      the six months ended June 30, 2008 and 2007
      (Unaudited)
              4Notes
      to Consolidated Financial Statements(Unaudited)
              5
  1
  OCTuS,
INC. CONSOLIDATED
BALANCE SHEETS (Unaudited)
 June
      30,
                
                
                December31,2008
                
                
                2007ASSETSASSETS
                
                $
                -
                
                
                $
                -LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable
                
                $
                27,525
                
                
                $
                17,312Accounts
      payable - related parties
                
                
                3,169
                
                
                
                3,169Accrued
      interest - related parties
                
                
                25,818
                
                
                
                8,542Convertible
      notes payable - related parties
                
                
                436,952
                
                
                
                424,827Total
      current liabilities
                
                
                493,464
                
                
                
                453,850STOCKHOLDERS'
      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
                
                
                (23,364,373
                )
                
                
                (23,324,759
                )Total
      stockholders' deficit
                
                
                (493,464
                )
                
                
                (453,850
                )$
                -
                
                
                $
                -
 The
accompanying notes are an integral part of these
consolidated  financial statements.
 2
 OCTuS, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
 THREE
                
                
                THREE
                
                
                SIX
                
                
                SIXMONTHS
                
                
                MONTHS
                
                
                MONTHS
                
                
                MONTHSENDED
                
                
                ENDED
                
                
                ENDED
                
                
                ENDEDJUNE
      30,
                
                
                JUNE
      30,
                
                
                JUNE
      30,
                
                
                JUNE
      30,2008
                
                
                2007
                
                
                2008
                
                
                2007Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -General
      and administrative expenses
                
                
                14,223
                
                
                
                8,504
                
                
                
                22,339
                
                
                
                23,747Loss
      from operations
                
                
                (14,223
                )
                
                
                (8,504
                )
                
                
                (22,339
                )
                
                
                (23,747
                )Interest
      expense
                
                
                (8,750
                )
                
                
                (4,055
                )
                
                
                (17,275
                )
                
                
                (7,806
                )Net
      loss
                
                $
                (22,973
                )
                
                $
                (12,559
                )
                
                $
                (39,614
                )
                
                $
                (31,553
                )Per
      share information - basic and dilutedWeighted
      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 SIX MONTHS ENDED JUNE 30, 2008 AND
2007 (Unaudited)
  2008
                
                
                2007OPERATING
      ACTIVITIESNet
      loss
                
                $
                (39,614
                )
                
                $
                (31,553
                )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Increase
      in accounts payable
                
                
                10,213
                
                
                
                6,248Increase
      in accrued interest - related party
                
                
                17,276
                
                
                
                7,806Net
      cash used in operating activities
                
                
                (12,125
                )
                
                
                (17,499
                )INVESTING
      ACTIVITIESNet
      cash from investing activities
                
                
                -
                
                
                
                -FINANCING
      ACTIVITIESProceeds
      from notes payable - related party
                
                
                12,125
                
                
                
                17,499Net
      cash provided by financing activities
                
                
                12,125
                
                
                
                17,499Net
      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
                
                $
                -
                
                
                $
                -
  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 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.
 
 Organization
 
 OCTuS,
Inc. (“OCTuS”) was formed as a California corporation in 1983.  On
December 29, 2001, a majority of the shareholders voted to change our state of
incorporation from California to Nevada.  In December 2003, the change
was completed and OCTuS became a Nevada corporation.  OCTuS was
involved in the development of various printer controller
technologies.  However, we currently have no revenue generating
operations and are currently seeking strategic alternatives.
 
 Principles
of Consolidation
 
 All of
our subsidiaries are inactive.  All significant intercompany
transactions and balances, if any, have been eliminated in
consolidation.
 
 Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.
 
 Earnings
(Loss) Per Share
 
 OCTuS
follows SFAS 128, “Earnings Per Share.”  Basic earnings (loss) per
common share (“EPS”) calculations are determined by dividing net income (loss)
by the weighted average number of shares of common stock outstanding during the
year.  Diluted earnings (loss) per common share calculations are
determined by dividing net income (loss) by the weighted average number of
common shares and dilutive common share equivalents
outstanding.  During the periods ended June 30, 2008 and 2007, common
stock equivalents were not included in the calculation, as their effect would be
anti-dilutive.
  Recent
Pronouncements
 
 In
December 2007, the FASB issued FAS No. 160, Non-controlling Interests
in Consolidated Financial Statements (SFAS 160), which becomes effective on
December 15, 2008. This standard establishes accounting and reporting standards
for ownership interests in subsidiaries held by parties other than the parent,
the amount of consolidated net income attributable to the parent and to the
non-controlling interest, changes in a parent’s ownership interest and the
valuation of retained non-controlling equity investments when a subsidiary is
deconsolidated. The Statement also establishes reporting requirements that
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling
owners.  Management is currently evaluating the impact of adopting
this statement.
 5
  OCTuS,
Inc.
 Notes
to Consolidated Financial Statements
 (Unaudited)
 In March
2008, the FASB issued FAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities – an Amendment of FASB Statement No. 133
(SFAS 161), which becomes effective on November 15, 2008. This standard changes
the disclosure requirements for derivative instruments and hedging
activities.  Entities are required to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS 133 and its
related interpretations, and (c) how derivative instruments and related hedged
items affect an entity’s financial position, financial performance, and cash
flows.  Management is currently evaluating the impact of adopting this
statement.
 
 There
were various other accounting standards and interpretations issued during 2008
and 2007, none of which are expected to a have a material impact on our
financial position, operations or cash flows.
 
 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 $493,464 and an accumulated
deficit of $23,364,373 as of June 30, 2008.  In addition, OCTuS has
generated recurring losses, totaling $39,614 and $31,553 for the six months
ended June 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.
 
 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 six months ended June 30, 2008, the stockholder
advanced $12,125 under the terms of the convertible promissory note described in
the following paragraph.
 
 Effective
September 30, 2007, substantially all amounts due to related parties, 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 June 30, 2008, a related party advanced $4,900 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 guarantee 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.





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 interest, 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.




7





Liquidity and Capital
Resources.For the six months endedJune 30, 2008 we
incurred a net loss of $39,614.  Cash on handas of June 30, 2008 was
$0.  Our total assets were also $0 as of June 30, 2008.  Our
current liabilities were $493,464 as of June 30, 2008, including $27,525 in
accounts payable, and $3,169 in accounts payable – related party. We also had
$25,818 in accrued interest – related parties and $436,952 in convertible notes
payable to related parties.  Because we have no cash, we are not able
to pay our day to day expenses 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 six months ended June 30, 2008, Grupo Dynastia
S.A. loaned us $12,125 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 June 30, 2008 Compared to the Three
Months Ended June 30, 2007.





We have
realized no revenues during either the three months ended June 30, 2008 or the
three months ended June 30, 2007.





During
the three months ended June 30, 2008, we reported a net loss of $22,973 or $0.00
per share, compared to a net loss of $12,559 for the three months ended June 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 June 30, 2008, our general and administrative expenses
were $14,223, as compared to $8,504 for the three months ended June 30,
2007.  The increase of $5,719 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.





Interest
expense for the three months ended June 30, 2008 was $8,750 compared to $4,055
incurred for the three months ended June 30, 2007.  The increase of
$4,695 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
June 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 Six Months Ended June 30, 2008 Compared to the Six Months
Ended June 30, 2007.





We have
realized no revenues during either the six months ended June 30, 2008 or the six
months ended June 30, 2007.





During
the six months ended June 30, 2008, we reported a net loss of $39,614 or $0.00
per share, compared to a net loss of $31,553 for the six months ended June 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 six months ended June 30, 2008, our general and administrative expenses were
$22,339, as compared to $23,747 for the six months ended June 30,
2007.  The decrease of $1,408 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.




8





Interest
expense for the six months ended June 30, 2008 was $17,275 compared to $7,806
incurred for the six months ended June 30, 2007.  The increase of
$9,469 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
June 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 June 30, 2008,
management believes that without an influx of significant new funds, we will not
be able to sustain our operations through the rest of 2008. 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.





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 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 June 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.




9




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.




10




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 corporationAugust
      7,  2008
              By:
              /s/ David
      S. PereDavid
      S. Pere
                Principal Executive, Accounting and
                Financial
      Officer, President, Treasurer,
                  and
      a Director