**UNITED
      STATES**


**SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
  **FORM
        10-QSB**





x **QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
      THE**


**QUARTERLY
      PERIOD ENDED JUNE 30, 2006**





**oTRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**


For
      the
      transition period from  to





Commission
      File Number: **0-21092**





**OCTuS,
      Inc.**


(Exact
      name of small business issuer as specified in its charter)





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





**Ave.
                Balboa Edificio Los Defines 100 Mezanina, Panama City,
                Panama**(Address
                of principal executive offices)





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





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


Yes
      [X]
      No [  ].





**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 17, 2006, the issuer had the
      following classes of its stock issued and outstanding:




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




1




**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**




**OCTuS,
                  INC.****CONSOLIDATED
                  BALANCE SHEET****June
                  30, 2006****(unaudited)****ASSETS**CURRENT
                  ASSETSCash
              
              $
              -**LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT)**CURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              10,268Accounts
                  payable - related parties
              
              
              19,916Accrued
                  interest - related party
              
              
              30,841Accrued
                  dividends
              
              
              81,185Notes
                  payable - related party
              
              
              231,212Total
                  current liabilities
              
              
              373,422STOCKHOLDERS'
                  (DEFICIT)Series
                  A preferred stock, $0.001 par value, 300,000 shares authorized,
                  noshares
                  issued or outstanding
              
              
              -Series
                  B preferred stock, $0.001 par value, 910,000 shares authorized,
                  noshares
                  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,
                  noshares
                  issued or outstanding
              
              
              -Common
                  stock, $0.001 par value, 100,000,000 shares authorized,13,437,072
                  shares issued and outstanding
              
              
              13,437Paid-in
                  capital
              
              
              22,857,472Accumulated
                  (deficit)
              
              
              (23,244,331
              )Total
                  stockholders' (deficit)
              
              
              (373,422
              )$
              -
  The
        accompanying notes are an integral part of these consolidated financial
        statements.




2




**OCTuS,
                  INC.****CONSOLIDATED
                  STATEMENTS OF OPERATIONS****(unaudited)****THREE
                  MONTHS**
              ****
              **SIX
                  MONTHS**
              ****
              **THREE
                  MONTHS**
              ****
              **SIX
                  MONTHS**
              ********
              ****
              **ENDED**
              ****
              **ENDED**
              ****
              **ENDED**
              ****
              **ENDED**
              ********
              ****
              **JUNE
                  30, 2006**
              ****
              **JUNE
                  30, 2006**
              ****
              **JUNE
                  30, 2005**
              ****
              **JUNE
                  30,** 2005Revenues
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -General
                  and administrative expenses
              
              
              12,673
              
              
              16,841
              
              
              24,074
              
              
              35,407(Loss)
                  from operations
              
              
              (12,673
              )
              
              (16,841
              )
              
              (24,074
              )
              
              (35,407
              )Interest
                  expense
              
              
              (3,185
              )
              
              (5,774
              )
              
              (2,432
              )
              
              (4,683
              )Net
                  (loss)
              
              
              (15,858
              )
              
              (22,615
              )
              
              (26,506
              )
              
              (40,090
              )Preferred
                  dividends
              
              
              -
              
              
              -
              
              
              2,250
              
              
              4,500Net
                  (loss) available to common shareholders
              
              $
              (15,858
              )
              $
              (22,615
              )
              $
              (28,756
              )
              $
              (44,590
              )Per
                  share information - basic and fully dilutedWeighted
                  average shares outstanding
              
              
              13,437,072
              
              
              13,437,072
              
              
              12,992,017
              
              
              12,964,696Net
                  (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****(UNAUDITED)****SIX
                  MONTHS**
              ****
              **SIX
                  MONTHS**
              ********
              ****
              **ENDED**
              ****
              **ENDED**
              ********
              ****
              **JUNE
                  30, 2006**
              ****
              **JUNE
                  30, 2005**OPERATING
                  ACTIVITIESNet
                  cash (used in) operating activities
              
              $
              (32,644
              )
              $
              (9,507
              )INVESTING
                  ACTIVITIESNet
                  cash (used in) investing activities
              
              
              -
              
              
              -FINANCING
                  ACTIVITIESProceeds
                  from notes payable - related party
              
              
              32,644
              
              
              9,297Net
                  cash provided by financing activities
              
              
              32,644
              
              
              9,297Net
                  (decrease) in cash
              
              
              -
              
              
              (210
              )BEGINNING
                  CASH
              
              
              -
              
              
              210ENDING
                  CASH
              
              $
              -
              
              $
              -




**The
      accompanying notes are an integral part of these consolidated financial
      statements.**





4
 
 **OCTuS,
        INC.**
 **NOTES
        TO THE CONSOLIDATED FINANCIAL STATEMENTS**
 **JUNE
        30, 2006**
 **(UNAUDITED)**
  **Note
        1. Basis Of Presentation**
 
 The
        accompanying unaudited financial statements have been prepared in accordance
        with accounting principles generally accepted in the United States of America
        (“GAAP”) for interim financial information and Item 310(b) of Regulation S-B.
        They do not include all of the information and footnotes required by GAAP
        for
        complete financial statements. In the opinion of management, all adjustments
        (consisting only of normal recurring adjustments) considered necessary for
        a
        fair presentation have been included. The results of operations for the periods
        presented are not necessarily indicative of the results to be expected for
        the
        full year. For further information, refer to the audited financial statements
        of
        the Company as of December 31, 2005 and for the two years then ended, including
        notes thereto, included in the Company’s Form 10-KSB.
 
 **Note
        2. Earnings Per Share**
 
 The
        Company calculates net income (loss) per share as required by Statement of
        Financial Accounting Standards (SFAS) 128, "Earnings per Share." Basic earnings
        (loss) per share is calculated by dividing net income (loss) by the weighted
        average number of common shares outstanding for the period. Diluted earnings
        (loss) per share is calculated by dividing net income (loss) by the weighted
        average number of common shares and dilutive common stock equivalents
        outstanding. During the periods presented, common stock equivalents were
        not
        considered, as their effect would be anti-dilutive.
 
 **Note
        3. Going Concern**
 
 The
        accompanying consolidated financial statements have been prepared in conformity
        with GAAP, which contemplates continuation of the Company as a going concern.
        The Company has working capital and shareholders’ deficits of $373,422 and an
        accumulated deficit of $23,244,331 as of June 30, 2006.
 
 The
        Company is currently seeking a viable business to merge with and, in addition,
        is seeking equity capital. However, the Company has no commitment from any
        party
        to provide additional capital and there is no assurance that such funding
        will
        be available when needed, or if available, that its terms will be favorable
        or
        acceptable to the Company. The Company is reliant on a related party 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
        the Company to continue as a going concern.
 
 **Note
        4. Related Party Transactions**
 
 During
        the six months ended June 30, 2006, a related party loaned the Company $32,644
        for operations at 10% interest. The loan is unsecured and no terms have been
        determined on the repayment of these funds. The Company has recorded interest
        expense of $5,774 related to the note payable - related party during the
        six
        months ended June 30, 2006. As of June 30, 2006, $30,841 of interest expense
        related to this note payable was unpaid and included in accrued interest
        -
        related parties.
  **** **Note
        5.Stock
        Split**
 
 On
        May
        24, 2005, the Board of Directors authorized a two-for-one forward stock split
        which was effective 06/21/05. Accordingly, all share and per share amounts
        have
        been restated for all prior periods.


5




**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, 2005 filed on Form 10-KSB.





**Business.** OCTuS,
      Inc. ("we," the "Company" or "OCTuS") was incorporated in October 1983 in
      California. On December 29, 2001, a majority of the shareholders voted to change
      our state of incorporation to Nevada. We completed this change in December
      2003.
      In December 1991, in connection with our shift in focus from the laser printer
      to the computer-telephone integration market, we changed our name from Office
      Automation Systems, Inc. to OCTuS, Inc.





The
      core
      of our technology from our inception until 1991 was comprised of software for
      use in controllers for laser printers and related imaging devices. We
      incorporated this technology into our own LaserPro(R) laser printer products
      and
      also licensed the technology to third parties. In 1991, because of low margins
      and competition, we shifted our primary focus from laser printer controller
      technology to the development of the OCTuS PTA product line. We currently have
      no revenue generating operations.




6


We
      intend
      to resume our technology based operations with an Internet based sales platform
      for international trade. There is no guarantee we will be able to successfully
      continue our business operations or that if we do, that we will be able to
      operate profitably, either now or in the future.




**Liquidity
        and Capital Resources.** We have
        cash of $0 as of June 30, 2006. Our total assets were also $0 as of June
        30,
        2006. Our current liabilities were $373,422 as of June 30, 2006, consisting
        of
        $10,268 in accounts payable, $19,916 in accounts payable to related parties.
        We
        also had $30,841 in accrued interest payable to a related party, $81,185
        in
        accrued dividends payable and $231,212 in notes payable to related parties.
        Since 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., the related
        parties that have lent us funds, 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, 2006, a related
        party loaned us $32,644 to continue operations.


**For
      the three months ended June 30, 2006 and June 30,
      2005.**





**Results
      of Operations.**





**Revenues.** We have
      realized no revenues during either the period ended June 30, 2006 or that ended
      June 30, 2005.




**Operating
        and Interest Expenses.** For the
        three months ended June 30, 2006, our operating expenses were $12,673, which
        was
        represented solely by general and administrative expenses. We also had $3,185
        in
        interest expense. Therefore, for the three months ended June 30, 2006, we
        experienced a net loss of $15,858. Grupo Dynastia S.A. has been funding our
        operations since we are not able to generate revenues. This is in comparison
        to
        the three months ended June 30, 2005, where we had operating expenses of
        $24,074, also represented solely by general and administrative expenses.
        Our
        operating expenses were higher for the period ending in 2005 due to increased
        legal and accounting fees which we incurred in conjunction with the non-binding
        letter of intent (“LOI”) to effectuate a business combination with MicroSlate
        Inc., a Canadian corporation (“MicroSlate”) that we executed in February 2005.
        That transaction was never concluded, though MicroSlate had paid a portion
        of
        our expenses as well in the period ending in 2005. For the three months ended
        June 30, 2005, we also had $2,432 in interest expense, making our net loss
        $26,506. After consideration of the preferred dividends of $2,250, our net
        loss
        attributable to common shareholders was $28,756.


**For
      the six months ended June 30, 2006 and June 30, 2005.**





**Results
      of Operations.**





**Revenues.** We have
      realized no revenues during either the period ended June 30, 2006 or that ended
      June 30, 2005.




**Operating
        and Interest Expenses.** For
        the
        six months ended June 30, 2006, our operating expenses were $16,841, which
        was
        represented solely by general and administrative expenses. We also had $5,774
        in
        interest expense. Therefore, for the six months ended June 30, 2006, we
        experienced a net loss of $22,615. We did not accrue any dividends on preferred
        stock in 2006 because all of the outstanding preferred stock was converted
        into
        common stock during 2005. Grupo Dynastia S.A. has been funding our operations
        since we are not able to generate revenues. This is comparison to the six
        months
        ended June 30, 2005, where we had operating expenses of $35,407, also
        represented solely by general and administrative expenses. Our operating
        expenses were higher for the period ending in 2005 due to increased legal
        and
        accounting fees which we incurred in conjunction with the non-binding LOI
        to
        effectuate a business combination with MicroSlate that we executed in February
        2005. That transaction was never concluded, though MicroSlate had paid a
        portion
        of our expenses as well in the period ending in 2005. For the six months
        ended
        June 30, 2005, we also had $4,683 in interest expense, making our net loss
        $40,090. After consideration of $4,500 in preferred dividends we had a net
        loss
        attributable to common shareholders of $44,590.




**Limitations
      on Net Operating Loss and Credit Carryforwards.** As
      of
      June 30, 2006, we had significant tax credit and research carry forwards for
      federal tax reporting purposes that expire through 2009. Additionally, we have
      federal and state net operating loss carry forwards, expiring through 2024.
      Because of a substantial change in our ownership resulting from an initial
      public offering, an annual limitation has been placed on utilization of the
      loss
      carry forwards generated prior to our initial public offering.





7


**Our
      Plan of Operation for the Next Twelve Months.** Management believes that without an influx of significant new funds, we will
      not
      be able to sustain our operations through the next fiscal year. 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., which
      has been funding our operations or any subsequent controlling owners, will
      continue to fund our operations. Would we be unable to obtain additional
      revenues, which is likely, and/or raise additional capital, we could be forced
      to cease business activities altogether.





We
      have
      not conducted any activity since the negotiations with regard to MicroSlate
      ceased in 2005. We still hope to pursue another transaction or similar business
      combination. There is no guarantee we will be able to conclude such a
      transaction or that if we do, that we will be able to operate profitably, either
      now or in the future.





We
      anticipate that we may still require additional capital, which will likely
      have
      to come from issuing additional equity interest, which cannot occur without
      dramatically diluting the existing equity ownership of our common
      stockholders.





We
      are
      not currently conducting any research and development activities and do not
      anticipate conducting such activities in the near future. Unless we raise funds
      to accommodate additional expenditures, we do not anticipate that we will
      purchase any significant equipment. In the event that we generate significant
      revenues and expand our operations, then we may need to hire additional
      employees or independent contractors as well as purchase or lease additional
      equipment.







**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. Controls and Procedures**





We
      maintain a system of disclosure controls and procedures that is designed to
      provide reasonable assurance that information, which is required to be disclosed
      by us in the reports that we file or submit under the Securities and Exchange
      Act of 1934, as amended, is accumulated and communicated to management in a
      timely manner. Our Chief Executive Officer and Chief Financial Officer has
      evaluated this system of disclosure controls and procedures as of the end of
      the
      period covered by this quarterly report, and believe that the system is
      operating effectively to ensure appropriate disclosure. There have been no
      changes in our internal control over financial reporting during the most recent
      fiscal year that have materially affected, or are reasonably likely to
      materially affect, our internal control over financial reporting.





**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





None.





**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.




8




**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 corporation**Date: August
              21, 2006
            By:
            /s/ Josie
              Ben
              RubiJosie Ben Rubi
              Principal Executive, Accounting and
              Financial Officer, President, Treasurer,
              and
                a Director




9