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 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
 
 TABLE
OF CONTENTS
 
 
 PART
      I. FINANCIAL INFORMATION
              PageItem
      1.     Financial StatementsConsolidated
      Balance Sheets as of March 31, 2009 and December 31, 2008
      (Unaudited)
              3Consolidated
      Statements of Operations for the Three Months Ended March 31, 2009
      and       March 31, 2008
      (Unaudited)
              4Consolidated
      Statements of Cash Flows for the Three Months Ended March 31, 2009 and
      March 31, 2008 (Unaudited)
              5Notes
      to Consolidated Financial Statements (Unaudited)
              6Item
      2.    Management’s Discussion and Analysis of
      Financial Condition and Results of Operations
              9Item
      3.    Quantitative and Qualitative Disclosures About
      Market Risk
              11Item
      4.    Controls and Procedures
              11PART
      II. OTHER INFORMATIONItem
      1.    Legal Proceedings
              12Item
      1A. Risk Factors
              12Item
      2.    Unregistered Sales of Equity Securities and Use
      of Proceeds
              12Item
      3.    Defaults upon Senior Securities
              12Item
      4.    Submission of Matters to a Vote of Security
      Holders
              12Item
      5.    Other Information
              12Item
      6.    Exhibits
              1213SIGNATURES
  2
  PART
1. FINANCIAL INFORMATION
  Item 1.  Financial
Statements
  OCTuS,
INC.
 CONSOLIDATED
BALANCE SHEETS
 (Unaudited)
  March
      31,
                2009
              
              
              December
      31, 2008ASSETSDeposits
              
              $
              675
              
              
              $
              -TOTAL
      ASSETS
              
              $
              675
              
              
              $
              -LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable
              
              $
              39,358
              
              
              $
              32,151Accounts
      payable - related parties
              
              
              5,123
              
              
              
              3,169Accrued
      interest - related parties
              
              
              13,582
              
              
              
              43,542Convertible
      notes - related parties, current
              
              
              35,000
              
              
              
              441,853Total
      current liabilities
              
              
              58,063
              
              
              
              520,715LONG
      TERM LIABILITIESConvertible
      notes - related parties
              
              
              445,539
              
              
              
              -Total
      long-term liabilities
              
              
              445,539
              
              
              
              -Commitments
      and contingencies
              
              
              -
              
              
              
              -STOCKHOLDERS'
      DEFICITSeries
      A preferred stock, $0.001 par value, 300,000 sharesauthorized,
      no shares issued or outstanding
              
              
              -
              
              
              
              -Series
      B preferred stock, $0.001 par value, 910,000 sharesauthorized,
      no shares issued or outstanding
              
              
              -
              
              
              
              -Series
      C 6% cumulative preferred stock, $0.001 par value,250,000
      shares authorized, no shares issued and outstanding
              
              
              -
              
              
              
              -Undesignated  preferred
      stock, $0.001 par value,540,000
      shares authorized,  no shares issued or
    outstanding
              
              
              -
              
              
              
              -Common
      stock,  $0.001 par value, 100,000,000 shares
      authorized43,437,072
      and 13,437,072 shares issued and outstanding, respectively
              
              
              43,437
              
              
              
              13,437Additional
      paid-in capital
              
              
              23,097,471
              
              
              
              22,857,472Accumulated
      deficit
              
              
              (23,678,835
              )
              
              
              (23,391,624
              )Total
      stockholders' deficit
              
              
              (537,927
              )
              
              
              (520,715
              )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
              
              $
              675
              
              
              $
              -
   The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
  3
  OCTuS,
INC.
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
 (Unaudited)
 
 March
      31,
                2009
              
              
              March
      31,
                2008Revenues
              
              $
              -
              
              
              $
              -General
      and administrative expenses
              
              
              278,485
              
              
              
              8,116Loss
      from operations
              
              
              (278,485
              )
              
              
              (8,116
              )Interest
      expense
              
              
              (8,726
              )
              
              
              (8,525
              )Net
      loss
              
              $
              (287,211
              )
              
              $
              (16,641
              )Net
      loss per common share – basic and diluted
              
              $
              (0.01
              )
              
              $
              (0.00
              )Weighted
      average shares outstanding – basic and diluted
              
              
              25,103,739
              
              
              
              13,437,072
   The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
  4
  OCTuS,
INC.
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008
 (Unaudited)
  2009
              
              
              2008OPERATING
      ACTIVITIESNet
      loss
              
              $
              (287,211
              )
              
              $
              (16,641
              )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Share-based
      compensation
              
              
              270,000
              
              
              
              -Change
      in operating assets and liabilities:Increase
      in accounts payable
              
              
              7,206
              
              
              
              468Increase
      in accounts payable - related parties
              
              
              1,954
              
              
              
              -Increase
      in accrued interest - related parties
              
              
              8,726
              
              
              
              8,525Net
      cash provided (used) in operating activities
              
              
              675
              
              
              
              (7,648
              )INVESTING
      ACTIVITIESDeposits
              
              
              (675)
              
              
              
              -Net
      cash used by financing activities
              
              
              (675)
              
              
              
              -FINANCING
      ACTIVITIESProceeds
      from notes payable - related parties
              
              
              -
              
              
              
              7,648Net
      cash provided by financing activities
              
              
              -
              
              
              
              7,648Net
      change in cash
              
              
              -
              
              
              
              -CASH
      AT BEGINNING OF PERIOD
              
              
              -
              
              
              
              -CASH
      AT END OF PERIOD
              
              $
              -
              
              
              $
              -SUPPLEMENTAL
      CASH FLOW INFORMATION:Cash
      paid for interest
              
              $
              -
              
              
              $
              -Cash
      paid for income taxes
              
              $
              -
              
              
              $
              -NONCASH
      INVESTING AND FINANCING ACTIVITIES:Conversion
      of accrued interest into convertible note payable - related
      party
              
              $
              38,686
              
              
              $
              -
   The
accompanying notes are an integral part of these unaudited consolidated
financial statements.
  5
  OCTuS,
Inc.
 Notes
to Consolidated Financial Statements
 (Unaudited)
  Note
1 – Summary of Significant Accounting Policies
 
 Financial Statement Presentation
 
 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, 2008 for OCTuS, Inc. on
Form 10K, 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.  Currently, OCTuS
intends to become a leading renewable energy efficiency company that brings
innovative energy efficiency and renewable energy solutions to the commercial
and public sector markets.  OCTuS intends to pursue and enter into
renewable energy efficiency projects involving the ownership or management of
energy systems, and energy efficiency products that OCTuS may acquire, license
or distribute.
 
 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.
 
 Loss
Per Share
 
 Basic
loss per common share (“EPS”) calculations were determined by dividing net loss
by the weighted average number of shares of common stock outstanding during the
years.  Diluted loss per common share calculations were determined by
dividing the net loss by the weighted average number of common shares and
dilutive common share equivalents outstanding.  During the three
months ending March 31, 2009 common stock equivalents were not included in the
calculation, as their effect would be anti-dilutive.
  Stock-Based
Compensation
 
 OCTuS
provides compensation costs for our stock option plans based on estimated fair
values. OCTuS estimates the fair value of each stock option at the grant date by
using the Black-Scholes option-pricing model and provides for expense
recognition over the service period, if any, of the stock option.
  6
 OCTuS,
Inc.
 Notes
to Consolidated Financial Statements
 (Unaudited)
 Note
2 – Going Concern
 
 The
accompanying consolidated 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 a working capital deficit of $57,388, a stockholders’ deficit of $537,927
and an accumulated deficit of $23,678,835 as of March 31, 2009.  In
addition, OCTuS has generated recurring losses of $287,211 and $16,641 during
the three months ending March 31, 2009 and 2008, respectively, and currently has
no revenue generating operations.
 
 We are
actively seeking technologies and business endeavors in the alternative energy
sector, which may include the licensing or acquisition of alternative energy and
energy efficiency 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 the need for additional debt or equity financing and if OCTuS
raises additional funds through equity financing transactions, the issuance of
additional shares would dilute the ownership of existing shareholders.
 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
 
 On
February 24, 2009, OCTuS entered into employment agreements with Christian J.
Soderquist and George M. Ecker pursuant to which Mr. Soderquist will serve
as Chief Executive Officer of OCTuS and Mr. Ecker will serve as Chief Financial
Officer of OCTuS. Mr. Soderquist and Mr. Ecker were also appointed directors of
OCTuS. Concurrently OCTuS executed restricted stock purchase agreements dated
February 24, 2009, with each of Mr. Soderquist and Mr. Ecker.
  Both
employment agreements have a term of three years, through February 23, 2012,
with the term extended automatically for successive one-year terms unless either
party notifies the other in writing at least 90 days prior to the expiration of
the then-effective term of such party’s intention not to renew the
agreement.  Pursuant to the employment agreement, Octus will pay Mr.
Soderquist and Mr. Ecker a base annual salary of $180,000 each, which will
increase annually by the increase in the consumer price index from the prior
year (the “Base Salary”). The officers have agreed for an interim period to
defer some or all of their base salaries based on the outstanding
achievements of one or more of the milestones described below and OCTuS’s
ability to pay salaries. Each officer will be eligible for an annual bonus of up
to 50% of his base annual salary as then in effect, as determined by Octus’
Compensation Committee or Board of Directors.  OCTuS issued to each
person 15,000,000 shares of common stock.  These shares were valued at
$270,000 and recorded as share-based compensation for the three months ended
March 31, 2009.
  Under the
terms of the restricted stock purchase agreements, a portion of the shares is
subject to repurchase by OCTuS if certain milestones are not achieved before the
first anniversary of the date of the purchase agreements.  For each of
the following events that are not achieved before the first anniversary of the
date of the purchase agreements, 25% of the shares are subject to repurchase by
OCTuS at the original purchase price per share.  If all four
milestones are achieved, then all repurchase rights of OCTuS will
lapse.  The milestone events are:  completion of sale of
equity securities of OCTuS with proceeds to OCTuS of $100,000 or more; execution
by OCTuS of a license agreement or purchase contract with at least two
third-party persons or entities to acquire or license technologies and/or
products related to OCTuS’s intended business; receipt of revenues from the sale
by OCTuS of products licensed or owned by OCTuS; and execution by OCTuS of a
renewable energy and/or energy efficiency project contract.  In the
event of a change in control of OCTuS, defined in the agreement to include
events such as a merger or sale of assets transaction which results in more than
a 50% change of ownership of OCTuS, all restrictions lapse and the shares will
become fully vested.
  7
 OCTuS,
Inc.
 Notes
to Consolidated Financial Statements
 (Unaudited)
 There
were 43,437,072 shares of common stock outstanding after the issuance of the
shares in accordance with the purchase agreements.  The 30,000,000
shares issued pursuant to the purchase agreements represent 69% of the
outstanding shares of OCTuS.
  Each
employment agreement provides that if the employment of the officer is
terminated by Octus without cause (as defined in the employment agreement) or by
the officer for good reason (as defined in the employment agreement) or upon her
death, the officer (or his estate) is entitled to receive in cash payment an
amount equal to all previously accrued but unpaid compensation (including
accrued but unused vacation leave) as of the date of such termination, and a
lump sum payment equal to the amount of the Base Salary that the officer would
have earned if the officer had remained employed with Octus during the remaining
portion of the then-current term.
 
 Effective
March 31, 2009, a convertible promissory note with a principal balance of
$328,106 and accrued interest of $38,686 held by Grupo Dynastia SA was sold to
another related party who already held a promissory note in the amount of
$113,747.  The terms were modified such that the principal and
interest will be paid over 60 months. The convertible promissory note can be
converted into common stock at a rate of $0.10 per share and bears interest
at an annual rate of 8% until converted or paid.  Total interest
expense under borrowings from this related party during the three months ending
March 31, 2009 was $8,726.
 
 Note
4 – Subsequent Events
 
 During
April 2009, two of our Officers and Directors, Christian J. Soderquist
and George M. Ecker, each loaned OCTuS $5,000 to provide short-term working
capital.
 
 On May 5,
2009, OCTuS entered into an employment agreement with John Argo pursuant to
which Mr. Argo will serve as Director, Energy Projects & Finance of OCTuS.
Concurrently OCTuS signed a stock purchase agreement with Mr. Argo. The
employment agreement has a term of three years, through April 30, 2012, with a
base annual salary of $120,000.   OCTuS also issued Mr. Argo
250,000 shares of common stock, valued at $12,500, as additional
compensation.
  8
 
 Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations
 
 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 for the year ended December 31, 2008 filed on Form 10-K.
 
 General
 
 We are
actively seeking business opportunities involving alternative energy
technologies and infrastructure projects, which may include acquisition or
licensing of technologies or becoming involved with the construction and
management of various types of energy projects. We intend to recruit management,
advisors and affiliates with sufficient experience needed to review and qualify
such technologies and projects for our involvement.  Although we are
seeking such opportunities, we may not consummate any such transaction, and even
if we complete a transaction it is possible that we would not generate
sufficient revenues to sustain our operations.
  We
anticipate the need for additional debt or equity financing, and if the Company
raises additional funds through equity financing transactions, the issuance of
additional shares would dilute the ownership of existing
shareholders.
  9
  We were
incorporated in 1983 to develop a low cost controller for laser printers. In
early 1991, we began shifting our emphasis from laser printer controller
products to the development of a new product line. Since September 1993,
substantially all of our revenues were derived from business activities
involving our laser printer technology and technology licensing agreements. In
September 1993, we sold substantially all of the assets and inventory of the
laser printer business to National Computer Systems, Inc.
("NCS”).  After that transaction, we did not generate significant
revenues from sales of our OCTuS PTA product due to poor product sales and lack
of broad market acceptance. As a result, in 1994 we needed to significantly
downsize our staff and reduce our operating expenses, which continued into 1995.
In March 1995, we engaged a third-party distributor, Cintech Tele-Management
Systems, Inc. ("Cintech") to exclusively manufacture, distribute and sell the
retail version of OCTuS PTA in North America. In March 1997, Cintech elected not
to renew its agreement with us, thereby leaving us without a current means of
distributing our products, and subsequently we ceased active
operations.
  Results
of Operations for the Three Months Ended March 31, 2009 Compared to the Three
Months Ended March 31, 2008
 
 We did
not realize any revenues during either the three months ended March 31, 2009 or
the three months ended March 31, 2008.
  During
the three months ended March 31, 2009, we reported a net loss of $287,211, or
$0.01 per share, compared to a net loss of $16,641, or $0.00 per share, for the
three months ended March 31, 2008. We expect to incur losses until such time
that we begin generating revenue from operations.
  During
the three months ended March 31, 2009, our general and administrative expenses
were $278,485, as compared to $8,116 for the three months ended March 31, 2008.
The increase was primarily due to the $270,000 of share-based compensation
recorded during the three months ended March 31, 2009, as compared to $0 for the
three months ended March 31, 2008. The other general and administrative expenses
consisted 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 March 31, 2009 was $8,726 compared to $8,525
incurred for the three months ended March 31, 2008. This was primarily due to
the increase in our debt balance for the comparative periods.
  As of
March 31, 2009, we had significant tax credits 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 2027.
Because of a substantial change in our ownership resulting from the 30,000,000
shares issued in February 2009, an annual limitation has been placed on
utilization of the loss carry forwards generated prior to our change in
ownership.
 
 Liquidity
and Capital Resources
 
 For the
three months ended March 31, 2009, we incurred a net loss of $287,211 which
includes $270,000 of share-based compensation expense. Cash on hand as of March
31, 2009 was $0. Our total assets were $675 as of March 31, 2009 for a lease
deposit made during the quarter. Our current liabilities were $58,063 as of
March 31, 2009, including $39,358 in accounts payable and $18,705 in accounts
payable and accrued interest due to related parties. We also had $480,539 in
long term debt to a related party.
  Currently,
we have no cash and are not able to pay our day to day expenses; however, we
anticipate that a related party that has 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 agreements relating to financing or commercial activities will be on terms
favorable to us.  In April 2009, our Officers and Directors loaned us
a total of $10,000 to continue operations. 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 our Officers and Directors
or others will continue to fund us. Should we be unable to obtain revenues or
raise additional capital, we could be forced to cease business activities
altogether.
  10
 
 Our
Plan of Operations for the Next Twelve Months.
 
 As of
this date, we are actively seeking business opportunities pertaining to the
alternative energy and/or energy efficiency areas which may include acquisition
of another company, or obtaining the rights to other products or technologies.
Although we are seeking such opportunities, we may not be able to consummate a
transaction that would generate sufficient revenues to sustain our operations.
We anticipate the need for additional debt or equity financing and if the
company raises additional funds through equity financing transactions, the
issuance of additional shares would dilute the ownership of existing
shareholders.
 
 Since we
have no cash as of March 31, 2009, management believes that without an influx of
significant new funds, we will not be able to sustain our operations for the
next twelve months. Although we have actively been pursuing new investment, we
cannot give assurance that we will enter into any new investment, or that the
terms of any such agreements will be on terms favorable to us. There is no
assurance that anyone will continue to fund us. Should we be unable to obtain
additional funds, we could be forced to cease business activities
altogether.
  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 March 31, 2009, the date of this report,
our chief executive officer and the principal financial officer concluded that
our disclosure controls and procedures were effective.
 
 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.
  11
  PART
II — OTHER INFORMATION
 
 Item 1. Legal
Proceedings.
 
 None.
 
 Item 1A. Risk
Factors.
 
 Our
business is subject to various risks, including those described in Item 1A
of our annual report on Form 10-K for the fiscal year ended December 31,
2008, which we filed with the SEC on April 15, 2009 and strongly encourage you
to review. There have been no material changes from the risk factors disclosed
in that section of our Form 10-K.
 
 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.
  12
  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 corporationMay
      15,  2009
              By:
              /s/ Christian
      SoderquistChristian
      Soderquist
                Chief
      Executive Officer and a Director
   13