**U.S.
                SECURITIES AND EXCHANGE COMMISSION**
              **Washington,
                D.C. 20549****FORM
                10-KSB****ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d)**
              **OF
                THE SECURITIES EXCHANGE ACT OF 1934****For
                the Fiscal Year Ended:**
              **December
                31, 2006**
            **Commission
                File Number:**
              **0-21092****OCTuS,
                INC.**
              **(Name
                Of Small Business Issuer As Specified In Its
                Charter)****Nevada**
              **(State
                Or Other Jurisdiction Of**
              **Incorporation
                Or Organization)**
            **33-0013439**
              **(I.R.S.
                Employer**
              **Identification
                No.)****Marbella,
                  Avenida Aquilino de la Guardia Y Calle 47, Edificio Ocean Plaza,
                  Piso 16,**
                **Republic
                  of Panama**
                **(Address
                  Of Principal Executive Offices)****Issuer's
                telephone number, including area code:**
              **(011)
                (507) 265-1555**Indicate
                by check mark whether the Issuer (1) has filed all reports required
                to be
                filed by section 13 or 15(d) of the Securities Exchange Act of 1934
                during
                the preceding 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. (1) YESXNoIndicate
                by check mark if disclosure of delinquent filers pursuant to Item
                405 of
                Regulation S-B is not contained in this Form, and will not be contained,
                to the best of registrant's knowledge, in definitive proxy or information
                statements incorporated by reference in Part III of this Form 10-KSB
                or
                any amendment to this Form 10-KSB.
              
              Indicate
                by check mark whether the registrant is a shell company (as defined
                in
                Rule 12b-2 of the Exchange Act). Yes [X] No [  ]Issuer's
                revenue for the most recent fiscal year:$
                -0-The
                  aggregate market value of the voting stock held by nonaffiliates
                  of the
                  Issuer: $1,642,819.36 as of April 12, 2007.The
                number of shares outstanding of each of the Issuer's class of common
                stock, as of the close of the period covered by this
                report:Class:  Common
                Stock, $0.001 Par Value:
              13,437,072
                shares outstanding at December 31, 2006Documents
                Incorporated by
                Reference:  None.


1





**TABLE
                OF CONTENTS****PART
                I**
            
            3Item
                1.
            Description
                of Business
            3Item
                2.
            Description
                of Property
            5Item
                3.
            Legal
                Proceedings
            6Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            6**PART
                II**
            
            6Item
                5.
            Market
                for Common Equity and Related Stockholder Matters
            6Item
                6.
            Managements
                Discussion and Analysis of Financial Condition and Results of
                Operations
            8Item
                7.
            Consolidated
                financial statements
            11Item
                8.
            Changes
                In and Disagreements with Accountants on Accounting and Financial
                Disclosure
            12Item
                8A.
            Controls
                and Procedures
            12Item
                8B.
            Other
                Information
            12**PART
                III**
            
            12Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act
            12Item
                10.
            Executive
                Compensation
            13Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            14Item
                12.
            Certain
                Relationships and Related Transactions
            15Item
                13.
            Exhibits
            16Item
                14.
            Principal
                Accountant Fees and Services
            17Signatures
            18


2


**PART
      I**







**ITEM
      1.  DESCRIPTION OF BUSINESS.**




**INTRODUCTION**
  OCTuS,
        Inc. ("we," the "Company" or "OCTuS") is actively seeking business opportunities
        involving alternative energy technologies and infrastructure projects, which
        may
        include acquisition or licensing of these technologies or becoming involved
        with
        the construction and management of various types of energy producing facilities.
        The Company intends to form an Advisory Committee comprised of individuals
        with
        sufficient experience needed to review and qualify such technologies and
        projects for the involvement of OCTuS.
  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 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.. In January 1993,
        we
        completed an initial public offering of 100,000 units each consisting of
        one
        share of Common Stock and one Warrant to purchase one share of Common Stock.
        Currently, only our Common Stock is eligible for quotation on the OTC Bulletin
        Board under the symbol OCTI.
  **INTELLECTUAL
        PROPERTY**
  We
        do not
        own any patents, trademarks, domain names, copyrights, licenses, concessions
        or
        royalty rights.
 
 **GOVERNMENT
        REGULATION**
  We
        do not
        believe that any governmental regulations impact our current operations,
        as they
        are minimal. These include federal, state and local health, environmental,
        labor
        relations, sanitation, building, zoning, fire and safety
        departments.
 
 **OUR
        RESEARCH AND DEVELOPMENT**
  We
        are
        not currently conducting any research and development activities and do not
        anticipate conducting such activities in the near future.
 
 **EMPLOYEES**
  As
        of
        December 31, 2006, we have no employees. We did not add to our workforce
        during
        the year ended December 31, 2006; Josie Ben Rubi serves as the sole Officer
        and
        Director of the Company.
  **FACTORS
        THAT MAY AFFECT FUTURE RESULTS.**
 
 **HISTORY
        OF OPERATING LOSSES**
  For
        the
        calendar year ended December 31, 2006, we recorded a net loss of $46,362.
        For
        the calendar year ended December 31, 2005, we recorded a net loss of $69,792.
  3




At
      December 31, 2006, we had no tangible assets, negative working capital, an
      accumulated deficit of $23,268,078 and a total stockholders’ deficit of
      $397,169. Considering that at this time, we have no product available for sale,
      we will continue to generate losses. Unless we acquire a new technology or
      product it is unlikely that we will be profitable in the future.


****


**NEED
      FOR ADDITIONAL CAPITAL**




Our
      cash
      on hand as of December 31, 2006 was $0, which is inadequate to meet our budgeted
      operating requirements. Additional cash resources are required to sustain our
      operations. Since September 2000 Grupo Dynastia S.A, a Panamanian company,
      our
      principal shareholder has funded our operations through loans. It should be
      noted that we have 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 us. Should we
      be
      unable to obtain additional capital when and as needed, we could be forced
      to
      cease business activities altogether. It is unlikely that we will be able to
      raise additional capital without dramatically diluting the existing equity
      ownership of our common stockholders.





**RESTRUCTURING
      OF OPERATIONS**




We
      have
      undergone substantial restructuring in recent years, primarily as a result
      of
      continued operating losses. This restructuring included a substantial reduction
      in our workforce to one employee as well as relocation of its headquarters
      to
      another facility with lower operating costs. Until December 15, 2004, Mr. John
      Belden was our sole executive officer. Mr. Ronald A. Newcomb joined the Board
      of
      Directors in December 1998 and served as Chairman of the Board until December
      29, 2001 at which time he did not stand for re-election and was replaced on
      the
      Board of Directors by Bradley W. Nemeth. Mr. Belden was appointed to serve
      as
      President. Director Nemeth resigned on August 31, 2004 and was not replaced.
      On
      December 15, 2004, Robert A Freeman resigned as our Director and Secretary
      and:
      John C. Belden resigned as our President, CEO and CFO. Concurrent with the
      resignation of Directors Freeman and Belden, Mr. Josie Ben Rubi was appointed
      our President, CEO, CFO and Secretary.





Although
      this restructuring effected a major reduction in our operating expenses, our
      cash on hand continues to be insufficient to meet our present operating
      expenses. Without a substantial infusion of capital or generation of revenue,
      we
      will be required to cease our business operations altogether.




**TRANSACTIONS
        WITH AFFILIATES**
  We
        have
        been a party to certain transactions with related persons and affiliates.
        We
        believe that all such transactions were in our best interests and on terms
        no
        less favorable to us than could have been obtained from unaffiliated third
        parties and each transaction was approved by disinterested and independent
        members of the Board of Directors. However, such agreements were not always
        reached as the result of arms-length negotiations. In June 1996, we sold
        250,000
        shares of Series C Preferred stock (which votes with the Common Stock with
        each
        share of Series C Preferred Stock having ten votes) to Advanced Technologies
        International, Ltd. (“ATI”) for $151,000. We had been meeting our liquidity
        needs through loans from ATI until August 1998 when ATI ceased funding us
        and
        subsequently declared bankruptcy.
  During
        2000, the ATI note and stock were transferred in to Grupo Dynastia S. A.,
        a
        Panamanian company. There is no assurance that Grupo Dynastia S. A. or
        subsequent owners of the notes and warrants will continue to fund us or that
        exercise of the warrants will enable us to repay such loans. Should we be
        unable
        to obtain additional revenues, and/or raise additional capital, it could
        be
        forced to cease business activities altogether. On April 25, 2001, the Grupo
        Dynastia S. A. negotiated a lower exercise price of $0.40 per share, and
        150,000
        options were exercised in payment of a note payable and accrued interest
        totaling $60,000. Grupo Dynastia S.A. has advanced operating funds to OCTuS
        since that time under a note agreement that bears interest at 10% and is
        due on
        demand. The loan balance as of December 31, 2006 was $147,960.
 4




In
        June
        2005, we converted the 250,000 shares of Series C 6% cumulative preferred
        stock
        owned by Grupo Dynastia S.A. into 500,000 shares of our common stock. Upon
        conversion, the accumulated dividends on this series of preferred stock became
        due and payable; the total due on the conversion date was $81,185.
 
 **NOTES
        AND ADVANCES PAYABLE**
  From
        September 2000 through December 2004, Grupo Dynastia S. A. advanced us $88,271
        which was secured by notes bearing interest at the rate of 10% per annum.
        During
        the year ended December 31, 2006, Grupo Dynastia advanced us a total of $46,392,
        bringing the total balance due to $147,960.
 
 **EFFECT
        OF CERTAIN ANTI-TAKEOVER CHARTER AND BYLAW PROVISIONS**
  Certain
        provisions of our Amended and Restated Articles of Incorporation (the
        "Articles") and Bylaws could have the effect of making it more difficult
        for a
        third party to acquire us, or could discourage a third party from attempting
        to
        acquire, control of us. Such provisions may limit or reduce the price that
        investors might be willing to pay for shares of the Common Stock. Certain
        of
        such provisions allow us to issue preferred stock with rights senior to those
        of
        the Common Stock and impose various procedural and other requirements that
        could
        make it more difficult for shareholders to effect certain corporate actions.
        The
        Articles also provide for a classified board in the event our shares are
        traded
        on a national securities exchange or the NASDAQ National Market. A classified
        board could make it more difficult for a third party to acquire, or could
        discourage a third party from attempting to acquire, control of the board.
   **ITEM
        2.   DESCRIPTION OF PROPERTY**
 
 **PROPERTY
        HELD.**
  As
        of the
        date specified in the following table, we held the following property:
 **Property**
                **December
                    31, 2006**Cash
                $0Property
                    and Equipment, net
                $0
 **OUR
        FACILITIES**
  Our
        offices are located at Marbella, Avenida Aquilino de la Guardia Y Calle 47,
        Edificio Ocean Plaza, Piso 16 Republic of Panama
 
 We
        pay no
        rent, which would be negligible, for the use of this space. We do not maintain
        any other leases for office space and owns no real property. We believe these
        facilities are adequate for our requirements.
  5
 **ITEM
        3.   LEGAL PROCEEDINGS.**


We
      are
      not currently involved in any legal proceedings and have no legal proceedings
      pending.






**ITEM
      4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS.**




There
      were no matters submitted to a vote of the shareholders during the year ended
      December 31, 2006.






**PART
      II**







**ITEM
      5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS.**




**REPORTS
      TO SECURITY HOLDERS.**




We
      are a
      reporting company with the Securities and Exchange Commission, or SEC. The
      public may read and copy any materials filed with the SEC at the SEC's Public
      Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. The public
      may
      also obtain information on the operation of the Public Reference Room by calling
      the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains
      reports, proxy and information statements, and other information regarding
      issuers that file electronically with the SEC. The address of that site is
      http://www.sec.gov.





**MARKET
        INFORMATION.**
  Our
        common stock is eligible for quotation on the Over-the-Counter Bulletin Board
        under the symbol "OCTI".
  Since
        February 1, 1995, our securities have been eligible for quotation on the
        OTC
        Bulletin Board. We were listed under the symbol OCTU until our forward split
        which we effected in June 2005.
  Set
        forth
        below are the ranges of high and low bid prices for each quarter for the
        Common
        Stock as reported by NASDAQ for the periods from January 1, 2003 through
        December 31, 2006. Quotations reflect interdealer prices without retail markup,
        markdown, or commissions and may not represent actual transactions.


**COMMON
                STOCK****QUARTER
                ENDED**
            **HIGH**
            **LOW**March
                31, 2004
            .15
            .15June
                30, 2004
            .54
            .54September
                30, 2004
            .51
            .12December
                31, 2004
            .06
            .06March
                31, 2005
            1.50*June
                30, 2005
            .12*September
                30, 2005
            .15*December
                31, 2005
            .15*March
                31, 2006
            .15*June
                30, 2006
            .11*September
                30, 2006
            .10*December
                31, 2006
            .07*


______________________________


*closing
      price at quarter end; due to lack of trading volume on those dates, no
      historical high and low prices are available.




Trading
      on our Common Stock is extremely limited and sporadic. Therefore, prices are
      not
      an accurate indication of the market value of our Common Stock. The closing
      price of our Common Stock on the OTC Bulletin Board was $.12 per share on April
      12, 2007, the last date of reported trading activity.


6
 **DIVIDENDS.**




We
      have
      never declared or paid cash dividends on its Common Stock and has no current
      intention to declare or pay any dividends on our Common Stock in the foreseeable
      future. We intend to retain its earnings, if any, for the development of our
      business. On January 15, 1998, public and underwriter's 5-year warrants, issued
      pursuant to our initial public offering lapsed and expired.





**DESCRIPTION
      OF CAPITAL STOCK.**




Our
      authorized capital stock consists of the following:





·
            Common
                stock, $0.001 par value, 100,000,000 shares authorized, 13,437,072
                shares
                issued and outstanding


·
            Series
                A preferred stock, $0.001 par value, 300,000 shares authorized, no
                shares
                issued or outstanding


·
            Series
                B preferred stock, $0.001 par value, 910,000 shares authorized, no
                shares
                issued or outstanding


·
            Series
                C 6.0% 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





Holders
      of shares of our common stock are entitled to receive dividends when and as
      declared by our Board of Directors from funds legally available therefore.
      All
      the shares of our common stock have equal voting rights and are nonassessable.
      Each shareholder of our common stock is entitled to share ratably in any assets
      available for distribution to holders our equity securities upon our
      liquidation. Holders of our common stock do not have preemption rights.





As
        of
        April 12, 2007, there were approximately 281 holders of our Common Stock,
        our
        only outstanding class of securities.





**RECENT
      SALES OF UNREGISTERED SECURITIES.**




We
      did
      not sell any equity securities during the period covered by this report that
      were not registered under the Securities Act.





**EQUITY
      COMPENSATION PLANS.**




We
      have a
      stock option plan for option grants to our directors, officers, employees and
      consultants. Such options are granted at fair value, vest over three to five
      years, and expire not more than ten years from date of grant. As of December
      31,
      2006, we have reserved a total of 225,000 shares of common stock for exercise
      under the stock option plan.





As
      of
      December 31, 2006, there were no options outstanding and there has been no
      option transactions during the two years ended December 31, 2006 .





**PENNY
      STOCK REGULATION.**




Shares
      of our common stock are subject to rules adopted by the Securities and Exchange
      Commission that regulate broker-dealer practices in connection with transactions
      in "penny stocks". Penny stocks are generally equity securities with a price
      of
      less than $5.00 (other than securities registered on certain national securities
      exchanges or quoted on the Nasdaq system, provided that current price and volume
      information with respect to transactions in those securities is provided by
      the
      exchange or system). The penny stock rules require a broker-dealer, prior to
      a
      transaction in a penny stock not otherwise exempt from those rules, deliver
      a
      standardized risk disclosure document prepared by the Securities and Exchange
      Commission, which contains the following:





·
            a
                description of the nature and level of risk in the market for penny
                stocks
                in both public offerings and secondary trading;


·
            a
                description of the broker's or dealer's duties to the customer and
                of the
                rights and remedies available to the customer with respect to violation
                to
                such duties or other requirements of securities' laws;


·
            a
                brief, clear, narrative description of a dealer market, including
                "bid"
                and "ask" prices for penny stocks
                and the significance of the spread between the "bid" and "ask" price;


7


·
            a
                toll-free telephone number for inquiries on disciplinary actions;


·
            definitions
                of significant terms in the disclosure document or in the conduct
                of
                trading in penny stocks; and


·
            such
                other information and is in such form (including language, type,
                size and
                format), as the Securities and Exchange Commission shall require
                by rule
                or regulation.





Prior
      to
      effecting any transaction in penny stock, the broker-dealer also must provide
      the customer the following:





·
            the
                bid and offer quotations for the penny stock;


·
            the
                compensation of the broker-dealer and its salesperson in the transaction;


·
            the
                number of shares to which such bid and ask prices apply, or other
                comparable information relating to the depth and liquidity of the
                market
                for such stock; and


·
            monthly
                account statements showing the market value of each penny stock held
                in
                the customer's account.





In
      addition, the penny stock rules require that prior to a transaction in a penny
      stock not otherwise exempt from those rules, the broker-dealer must make a
      special written determination that the penny stock is a suitable investment
      for
      the purchaser and receive the purchaser's written acknowledgment of the receipt
      of a risk disclosure statement, a written agreement to transactions involving
      penny stocks, and a signed and dated copy of a written suitably statement.
      These
      disclosure requirements may have the effect of reducing the trading activity
      in
      the secondary market for a stock that becomes subject to the penny stock rules.
      Holders of shares of our common stock may have difficulty selling those shares
      because our common stock will probably be subject to the penny stock rules.





**ITEM
      6.  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 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. NO ASSURANCE CAN BE
      GIVEN
      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.


8


**CRITICAL
      ACCOUNTING POLICY AND ESTIMATES.**




Our
      Management's Discussion and Analysis of Financial Condition and Results of
      Operations section discusses our 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 amounts to accrue for accounting and legal expenses. These
      accounting policies are described at relevant sections in this discussion and
      analysis and in the notes to the financial statements included in our Annual
      Report on Form 10-KSB for the year ended December 31, 2006.





**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**





This
      information should be read in conjunction with the audited consolidated
      financial statements and notes thereto which begin on page F-1 of this report
      as
      of December 31, 2006 and for the years ended December 31, 2006 and
      2005.





**OVERVIEW**


OCTuS
        is
        actively seeking business opportunities involving alternative energy
        technologies and infrastructure projects, which may include acquisition or
        licensing of these technologies or becoming involved with the construction
        and
        management of various types of energy producing facilities. The Company intends
        to form an Advisory Committee comprised of individuals with sufficient
        experience needed to review and qualify such technologies and projects for
        the
        involvement of OCTuS.
  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 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 1983 to develop a low cost controller for laser
        printers. In early 1991, we began shifting its 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"). Since
        that
        time, we have not generated 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 of 1997, Cintech elected not to renew its agreement
        with
        us, thereby leaving us without a current means of distributing our products
        since that time.


9




The
      discussion and analysis set forth below covers the following comparative
      periods: the calendar years ended December 31, 2006 and 2005.




**LIQUIDITY
      AND CAPITAL RESOURCES**




For
      the
      year ended December 31, 2006 we incurred a net loss of $46,362. Cash on hand
      as
      of December 31, 2006 was $0. Management believes that without an influx of
      significant new funds, we will not be able to sustain our operations through
      the
      rest of 2007. 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.
      On February 22, 2005, we executed a non-binding Letter of Intent to effectuate
      a
      business combination with MicroSlate Inc., a Canadian corporation
      ("MicroSlate"). However, as of December 31, 2005 the negotiations had been
      terminated with no further obligations remaining for either party. During the
      year, Microslate paid $20,774 in expenses on our behalf; those amounts were
      recorded as a capital contribution. 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. See Part I, Description of Business,
      "OCTuS PTA," "Strategic Alliances and Market Reception," and "General
      Distribution Strategy."


****


**RESULTS
      OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2006 AND**  **2005**





**INCOME.**




We
      had no
      income during the years ended December 31, 2006 and 2005.





**GENERAL
      AND ADMINISTRATIVE EXPENSES.**




General
      and administrative expenses for the year ended December 31, 2006 were $33,650
      as
      compared to $60,097 for the fiscal year ended December 31, 2005. The decreased
      expenses were primarily due to lower legal and accounting fees since we had
      no
      activity.





**INTEREST
      EXPENSE.**




Interest
      expense for the year ended December 31, 2006 increased from $9,695 to $12,712.
      The primary reason for the increase was higher notes payable balances during
      2006 compared to 2005.





**NET
      LOSS/INCOME.**




We
      experienced a net loss of $46,362 for the year ended December 31, 2006. This
      reflects an improvement over the loss of $69,792 for the year ended December
      31,
      2005.




**LIMITATIONS
      ON NET OPERATING LOSS AND CREDIT CARRYFORWARDS**




As
      of
      December 31, 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 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**
  Management
        believes that without an influx of significant new funds, we will not be
        able to
        sustain our operations through the rest of 2007. 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 revenues, which is likely, and/or raise additional capital, 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 other software products, or acquisition of some other
      technology. 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.


10




**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
      7.  CONSOLIDATED FINANCIAL STATEMENTS.**


**OCTuS,
                  Inc.****Table
                  of Contents**PageReport
                  of Independent Registered Public Accounting Firm
              F-1Consolidated
                  Balance Sheet
              F-2Consolidated
                  Statements of Operations
              F-3Consolidated
                  Statement of Changes in Stockholders’ (Deficit)
              F-4Consolidated
                  Statements of Cash Flows
              F-5Notes
                  to Consolidated Financial Statements
              F-6
                  - F-11
 11
  **REPORT
        OF
        INDEPENDENTREGISTERED
        PUBLIC ACCOUNTING FIRM**
 
 
 Shareholders
        and Board of Directors
 OCTuS,
        Inc.
 
 We
        have
        audited the accompanying consolidated balance sheet of OCTuS, Inc. as of
        December 31, 2006, and the related consolidated statements of operations,
        changes in stockholders' (deficit), and cash flows for the years ended December
        31, 2006 and 2005. These consolidated financial statements are the
        responsibility of the Company's management. Our responsibility is to express
        an
        opinion on these consolidated financial statements based on our
        audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States.) Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about whether the
        consolidated financial statements are free of material misstatement. An audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the financial statements. An audit also includes assessing
        the
        accounting principles used and significant estimates by management, as well
        as
        evaluating the overall financial statement presentation. We believe that
        our
        audits provide a reasonable basis for our opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of OCTuS, Inc. as of December
        31, 2006, and the results of its operations, and its cash flows for the years
        ended December 31, 2006 and 2005, in conformity with accounting principles
        generally accepted in the United States of America.
 
 The
        accompanying consolidated financial statements have been prepared assuming that the Company will continue
        as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations
        and has working capital and stockholders’ deficits. These factors raise
        substantial doubt about the Company’s ability to continue as a going concern.
        Management’s plans in regard to these matters are also discussed in Note 2. The consolidated financial statements do not include any adjustments that might result from
        the
        outcome of this uncertainty.
  /s/
        Stark Winter Schenkein & Co., LLP
 Denver,
          Colorado
 March
          27,
          2007


F-1




**OCTuS,
          INC.**
 **CONSOLIDATED
          BALANCE SHEET**
 **December
          31, 2006**


**ASSETS**CURRENT
                  ASSETSCash
              
              $
              -**LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT)**CURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              13,329Accounts
                  payable - related parties
              
              
              19,916Accrued
                  interest - related party
              
              
              37,779Accrued
                  dividends
              
              
              81,185Notes
                  payable - related party
              
              
              244,960Total
                  current liabilities
              
              
              397,169STOCKHOLDERS'
                  (DEFICIT)Series
                  A preferred stock, $0.001 par value, 300,000 shares
                  authorized,no
                  shares issued or outstanding
              
              
              -Series
                  B preferred stock, $0.001 par value, 910,000 shares
                  authorized,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
                  authorized,13,437,072
                  shares issued and outstanding
              
              
              13,437Paid-in
                  capital
              
              
              22,857,472Accumulated
                  deficit
              
              
              (23,268,078
              )Total
                  stockholders' (deficit)
              
              
              (397,169
              )$
              -




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




F-2
 
  **OCTuS,
        INC.**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **FOR
        THE YEARS ENDED DECEMBER 31, 2006 AND 2005**




**2006**
              
              **2005**Revenues
              
              $
              -
              
              $
              -General
                  and administrative expenses
              
              
              33,650
              
              
              60,097(Loss)
                  from operations
              
              
              (33,650
              )
              
              (60,097
              )Interest
                  (expense)
              
              
              (12,712
              )
              
              (9,695
              )Net
                  (loss)
              
              
              (46,362
              )
              
              (69,792
              )Preferred
                  dividends
              
              
              -
              
              
              4,500Net
                  (loss) available to common shareholders
              
              $
              (46,362
              )
              $
              (74,292
              )Per
                  share information - basic and fully dilutedWeighted
                  average shares outstanding
              
              
              13,437,072
              
              
              13,202,825Net
                  (loss) per common share
              
              $
              (0.00
              )
              $
              (0.01
              )
   **The
        accompanying notes are an integral part of
        these consolidated financial statements.**
  F-3




**OCTuS,
      Inc.**


**CONSOLIDATED
      STATEMENT OF STOCKHOLDERS' (DEFICIT)**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**





**Series
                C**
              **Preferred
                Stock**
            
            **Common
                Stock**
            ****
            ****
            ****
            ****
            ****
            ****
            ********
            ****
            **Number**
            ****
            ****
            ****
            **Number**
            ****
            ****
            ****
            **Paid**
            ****
            ****
            ****
            ****
            ********
            ****
            **of**
            ****
            ****
            ****
            **of**
            ****
            ****
            ****
            **in**
            ****
            **Accumulated**
            ****
            ****
            ********
            ****
            **Shares**
            ****
            **Amount**
            ****
            **Shares**
            ****
            **Amount**
            ****
            **Capital**
            ****
            **(Deficit)**
            ****
            **Total**Balance
                as of January 1, 2005
            
            
            250,000
            
            $
            151,000
            
            
            12,937,072
            
            $
            12,937
            
            $
            22,686,198
            
            $
            (23,070,739
            )
            $
            (220,604
            )Dividends
                on Series C preferred stock
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (81,185
            )
            
            (81,185
            )Conversion
                of Series C preferredstock
                into common stock
            
            
            (250,000
            )
            
            (151,000
            )
            
            500,000
            
            
            500
            
            
            150,500
            
            
            -
            
            
            -Capital
                contributed by formermerger
                candidate
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            20,774
            
            
            -
            
            
            20,774Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (69,792
            )
            
            (69,792
            )Balance
                as of December 31, 2005
            
            
            -
            
            
            -
            
            
            13,437,072
            
            
            13,437
            
            
            22,857,472
            
            
            (23,221,716
            )
            
            (350,807
            )Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (46,362
            )
            
            (46,362
            )Balance
                as of December 31, 2006
            
            
            -
            
            $
            -
            
            
            13,437,072
            
            $
            13,437
            
            $
            22,857,472
            
            $
            (23,268,078
            )
            $
            (397,169
            )






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


F-4




**OCTuS,
      INC.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE YEARS ENDED DECEMBER 31, 2006 AND 2005**






**2006**
            
            **2005**OPERATING
              ACTIVITIESNet
                (loss)
            
            $
            (46,362
            )
            $
            (69,792
            )Adjustments
                to reconcile net (loss) to net cash(used
                in) operating activities:Increase
                (decrease) in accounts payable
            
            
            (12,742
            )
            
            26,071Increase
                in accounts payable and accruedexpenses-related
                party
            
            
            12,712
            
            
            9,440Net
                cash (used in) operating activities
            
            
            (46,392
            )
            
            (34,281
            )INVESTING
              ACTIVITIESNet
                cash (used in) investing activities
            
            
            -
            
            
            -FINANCING
              ACTIVITIESProceeds
                from capital contribution
            
            
            -
            
            
            20,774Proceeds
                from notes payable - related party
            
            
            46,392
            
            
            13,297Net
                cash provided by financing activities
            
            
            46,392
            
            
            34,071Net
                (decrease) in cash
            
            
            -
            
            
            (210
            )CASH
                AT BEGINNING OF YEAR
            
            
            -
            
            
            210CASH
                AT END OF YEAR
            
            $
            -
            
            $
            -SUPPLEMENTAL
              CASH FLOW INFORMATION:Cash
                paid for interest
            
            $
            -
            
            $
            -Cash
                for income taxes
            
            $
            -
            
            $
            -SUPPLEMENTAL
              DISCLOSURE OF NONCASH INVESTINGAND
                FINANCING ACTIVITIESConversion
                of preferred stock into common stock
            
            $
            -
            
            $
            151,000Declaration
                of preferred dividends payable
            
            $
            -
            
            $
            81,185






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


F-5


**OCTuS,
          Inc.**
 **Notes
          to Consolidated Financial Statements**
 **December
          31, 2006**
 **Note
          1 - Summary of significant accounting policies**
 
 **Organization**
 
 OCTuS,
          Inc. (the “Company”) was formed as a California corporation in 1983. On December
          29, 2001, a majority of the shareholders voted to change the Company’s state of
          incorporation from California to Nevada. In December 2003, the change was
          completed and the Company became a Nevada corporation. The Company was
          involved
          in the development of various printer controller technologies. However,
          the
          Company currently has no revenue generating operations and is currently
          seeking
          strategic alternatives.
 
 **Principles
          of consolidation**
 
 All
          of
          the subsidiaries of the Company are inactive. All significant intercompany
          transactions and balances, if any, have been eliminated in consolidation.
 
 **Use
          of 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 amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of
          the financial statements and the reported amounts of revenue and expenses
          during
          the reporting period. Actual results could differ significantly from those
          estimates.
 
 **Cash
          and cash equivalents**
 
 For
          the
          purpose of the statements of cash flows, all highly liquid investments
          with the
          maturity of three months or less are considered to be cash
          equivalents.
 
 **Revenue
          recognition**
 
 The
          Company records revenue when persuasive evidence of an arrangement exists,
          services have been rendered or product delivery has occurred, the sales
          price to
          the customer is fixed or determinable, and collectibility is reasonably
          assured.
 
 **Fair
          value of financial instruments**
 
 Fair
          value estimates discussed herein are based upon certain market assumptions
          and
          pertinent information available to management as of December 31, 2006.
          The
          respective carrying value of certain on-balance-sheet financial instruments
          approximated their fair values. These financial instruments include accounts
          payable, accrued expenses and notes payable. Fair values were assumed to
          approximate carrying values because these financial instruments are short
          term,
          their carrying amounts approximate fair values, or they are payable on
          demand.
  F-6
 
 **OCTuS,
            Inc.**
 **Notes
            to Consolidated Financial Statements**
 **December
            31, 2006**
  
 **Earnings
          (loss) per share**
 
 The
          Company follows Statement of Financial Accounting Standards (“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 presented common
          stock
          equivalents were not considered, as their effect would be
          anti-dilutive.
 
 **Stock-based
          compensation**
 
 Effective
          January 1, 2006, the Company implemented SFAS 123, “Accounting for Stock-Based
          Compensation,” requiring the Company to provide compensation costs for the
          Company’s stock option plans determined in accordance with the fair value based
          method prescribed in SFAS 123, as amended. The Company 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.
 
 Prior
          to
          January 1, 2006, the Company applied APB Opinion 25, “Accounting for Stock
          Issued to Employees,” and related interpretations in accounting for all stock
          option plans. Under APB Opinion 25, no compensation cost was recognized
          for
          stock options issued to employees as the exercise price of the Company's
          stock
          options granted equaled or exceeded the market price of the underlying
          common
          stock on the date of grant.
 
 **Segment
          information**
 
 The
          Company follows SFAS 131, “Disclosure about Segments of an Enterprise and
          Related Information”. Certain information is disclosed, per SFAS 131, based on
          the way management organizes financial information for making operating
          decisions and assessing performance. The Company currently operates in
          one
          business segment and will evaluate additional segment disclosure requirements
          as
          it expands operations.
 
 **Recent
          pronouncements**
 
 The
          FASB
          has issued FSP EITF 00-19-2. This FSP states that the contingent obligation
          to
          make future payments or other transfers of consideration under a registration
          payment arrangement, issued as a separate agreement or included as a part
          of a
          financial instrument or other agreement, should be separately recognized
          and
          measured in accordance with SFAS 5. Also, a financial instrument subject
          to a
          registration payment arrangement should be accounted for in accordance
          with
          other applicable GAAP without regard to the contingent obligation to transfer
          consideration pursuant to the registration payment arrangement. This FSP
          was
          adopted on October 1, 2006.
 
 In
          September 2006, the FASB issued Statement No. 157, “Fair Value Measurements”
(SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring
          fair value in generally accepted accounting principles, and expands disclosures
          about fair value measurements. The provisions of SFAS 157 are effective
          for the
          Company’s fiscal year beginning January 1, 2008. The
          Company is currently determining the effect of this statement on its financial
          reporting.
  F-7
 **OCTuS,
              Inc.**
 **Notes
              to Consolidated Financial Statements**
 **December
              31, 2006**
  In
          June
          2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
          Income Taxes” (FIN 48). This interpretation prescribes a recognition threshold
          and measurement attribute for the financial statement recognition and
          measurement of a tax position taken or expected to be taken in a tax return.
          FIN
          48 requires that the Company recognize in its financial statements the
          impact of
          a tax position if that position is more likely that not of being sustained
          upon
          examination based on the technical merits of the position. This interpretation
          also includes guidance on derecognition, classification, interest and penalties,
          accounting in interim periods, disclosure, and transition. The provisions
          of FIN
          48 are effective January 1, 2007 with the cumulative effect reported as
          an
          adjustment to the opening balance of retained earnings for the fiscal year.
          We
          are currently determining the effect of this interpretation on our financial
          reporting.
 
 **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 the Company as a going concern. The Company
          has
          working capital and shareholders’ deficits of $397,169 and an accumulated
          deficit of $23,268,078 as of December 31, 2006. In addition, the Company
          has
          generated recurring losses, aggregating $46,362 and $69,792 in 2006 and
          2005,
          respectively, and has no revenue generating operations.
 
 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
          3 - Stockholders’ (deficit)**
 
 Common
          stock
 
 In
          December 2003, the Company changed its state of incorporation from California
          to
          Nevada. In so doing, the Company also changed its authorized no par value
          common
          stock to $0.001 par value common stock. For the purposes of financial statement
          presentation, all share and per share information has been restated to
          reflect
          the effect of the designated par value.
 
 On
          May
          24, 2005, the Board of Directors authorized a two-for-one forward stock
          split
          which was effective June 21, 2005. Accordingly, all share and per share
          amounts
          have been restated for all periods presented.
 
 Preferred
          stock
 
 As
          of
          December 31, 2003, effective with the Company’s incorporation in the state of
          Nevada, the Company had authorized a total of 2,000,000 shares of $0.001
          par
          value preferred stock. Of the Series A Preferred Stock, 300,000 shares
          are
          authorized and of the Series B Preferred Stock, 910,000 shares are authorized.
          There are no Series A or Series B shares outstanding. The Cumulative Series
          C
          Preferred Stock had 250,000 shares authorized, issued and outstanding.
          The
          Series classification of the remaining authorized preferred shares has
          not yet
          been determined and such designation is at the discretion of the board
          of
          directors.
  F-8
 **OCTuS,
              Inc.**
 **Notes
              to Consolidated Financial Statements**
 **December
              31, 2006**
 
  Effective
          June 20, 2005, the 250,000 outstanding shares of convertible Series C 6%
          cumulative, $.001 par value preferred stock were converted into 500,000
          (post-split) shares of $.001 par value common stock of the Company. Upon
          conversion, the accumulated dividends became due and payable to the preferred
          shareholder. The total accumulated preferred dividends at the date of conversion
          were $81,185.
 
 Compensatory
          Stock Option Plans
 
 The
          Company has a stock option plan for option grants to directors, officers,
          employees and consultants of the Company. Such options are granted at fair
          value, vest over three to five years, and expire not more than ten years
          from
          date of grant. As of December 31, 2006, the Company has reserved a total
          of
          225,000 shares of common stock for exercise under the stock option
          plan.
 
 Effective
          January 1, 2006, the Company implemented the rules of SFAS 123(R), “Accounting
          for Stock-Based Compensation,” which requires the Company to expense as
          compensation the value of grants and options under the Company's stock
          option
          plan as determined in accordance with the fair value based method prescribed
          in
          SFAS 123(R). The Company estimates the fair value of each stock option
          at the
          grant date by using the Black-Scholes option-pricing model.
 
 As
          of
          December 31, 2006, there were no options outstanding and there have been
          no
          option transactions during the two years ended December 31, 2006.
 
 Prior
          to
          January 1, 2006, the Company applied APB Opinion 25, “Accounting for Stock
          Issued to Employees”, and disclosed pro-forma information regarding net income
          and earnings per share as if stock based compensation cost had been determined
          using a fair value based method. No stock options were granted in 2005,
          thus
          pro-forma net (loss) and (loss) per share were the same as the actual amounts
          reported.
 
 **Note
          4 - Notes payable - related parties**
 
 Notes
          payable - related parties consists of the following:
 
 ·
                Unsecured
                    revolving promissory note, principal balance of $147,960, interest
                    at 10%,
                    interest and principal due on demand, payable to the majority
                    shareholder
 ·
                Unsecured
                    promissory note, principal balance of $85,000, no interest, due
                    on demand,
                    issued for accrued consulting fees payable, payable to former
                    President
                    and Chief Executive Officer
 ·
                Unsecured
                    promissory note, principal balance of $12,000, no interest, due
                    on demand,
                    issued for accrued consulting fees payable to a former
                    director
 
 Interest
          expense for the years ended December 31, 2006 and 2005, on the notes payable
          was
          $12,712 and $9,695, respectively. Related accrued interest payable as of
          December 31, 2006 was $37,779.
 
 **Note
          5 - Income taxes**
 
 The
          Company accounts for income taxes under SFAS 109, "Accounting for Income
          Taxes,”
which requires use of the liability method. SFAS 109 provides that deferred
          tax
          assets and liabilities are recorded based on the differences between the
          tax
          bases of assets and liabilities and their carrying amounts for financial
          reporting purposes, referred to as temporary differences. Deferred tax
          assets
          and liabilities at the end of each period are determined using the currently
          enacted tax rates applied to taxable income in the periods in which the
          deferred
          tax assets and liabilities are expected to be settled or realized.
  F-9
 **OCTuS,
              Inc.**
 **Notes
              to Consolidated Financial Statements**
 **December
              31, 2006**
  Reconciliation
          of the Federal statutory income tax rate of 34% to the effective rate is
          as
          follows:
 
 Federal
                    statutory income tax rate
                
                
                34.00
                %Net
                    operating loss
                
                
                (34.00
                )%---
                %
 
 The
          tax
          effects of temporary differences and net operating losses that give rise
          to
          significant portions of deferred tax assets and liabilities consisted of
          the
          following:
 
 **2006**Deferred
                  tax assets (liabilities)Net
                    operating loss carry forward
                
                $
                7,840,000Less
                    valuation allowance
                
                
                (7,840,000
                )Net
                    deferred tax asset
                
                $
                ---
 
 At
          December 31, 2006, the Company has a Federal net operating loss carry forward
          of
          approximately $23,000,000, which expires at various dates through 2026
          and a
          state net operating loss carry forward of approximately $360,000, which
          expires
          through 2009. The change in the valuation allowance for the deferred tax
          asset
          during the year ended December 31, 2006, was $10,000.
  F-10
 **OCTuS,
            Inc.**
 **Notes
            to Consolidated Financial Statements**
 **December
            31, 2006**
  **Note
          6 - Related party transactions**
  During
            the years ended December 31, 2006 and 2005, the Company incurred consulting
            fees
            payable to a former officer and director of $0 and $3,000, respectively.
            Unpaid
            amounts due to the former officer and director as of December 31, 2006
            are
            $16,747 and are included in accounts payable, related parties. Another
            former
            officer and director paid certain expenses on behalf of the Company for
            periods
            prior to 2005. As of December 31, 2006, amounts accrued and unpaid to
            this
            individual totaled $3,169 and are included in accounts payable, related
            parties.
 
 **Note
          7 - Terminated Potential Acquisition**
 
 On
          February 22, 2005, the Company executed a non-binding Letter of Intent
          to
          effectuate a business combination with MicroSlate Inc., a Canadian corporation
          (“MicroSlate”). Subject to customary due diligence and further negotiations, the
          business combination between the Company and MicroSlate was to be effectuated
          by
          reverse merger, reorganization or asset purchase. As of December 31, 2005,
          the
          negotiations had been terminated with no further obligations remaining
          for
          either party. During the year ended December 31, 2005, expenses totaling
          $20,774
          have been paid by MicroSlate on behalf of the Company. All such amounts
          have
          been recorded as a capital contribution.
 
 **Note
          8 - Subsequent Events**
 
 Subsequent
          to year end, the majority shareholder advanced $11,279in payments to vendors, suppliers and professional fees on behalf
          of the
          Company. The amounts increase the balance of the note payable to the majority
          shareholder.


F-11




**ITEM
      8.  ACCOUNTING AND FINANCIAL DISCLOSURE.**




There
      were no disagreements with the accountants regarding accounting principles
      or
      reporting required to be disclosed pursuant to Item 304 of Regulation
      S-B.





**ITEM
      8A.  CONTROLS AND PROCEDURES**




An
      evaluation was performed under the supervision and with the participation of
      our
      management, including the Chief Executive Officer and Chief Financial Officer
      of
      the effectiveness of the design and operation of our disclosure controls and
      procedures as of December 31, 2006, the date of this annual report. Based on
      that evaluation, our management, including the CEO and CFO, concluded that
      our
      disclosure controls and procedures were effective. There have been no changes
      in
      our internal controls or in other factors that could significantly affect
      internal controls subject to their evaluation.


**ITEM
        8B. OTHER INFORMATION.**
 
 Our
        corporate offices are now located at Marbella, Avenida Aquilino de la Guardia
        Y
        Calle 47, Edificio Ocean Plaza, Piso 16, Republic of Panama.






**PART
      III**






**ITEM
      9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
      PERSONS****COMPLIANCE
      WITH SECTION 16(a) OF THE EXCHANGE ACT.**





**INFORMATION
      REGARDING OFFICERS AND DIRECTORS**





The
      information set forth below as to our sole officer and director was provided
      by
      that individual:





**NAME**
            **PRESENT
                POSITION WITH THE COMPANY**
            **DIRECTOR
                SINCE**
            **AGE**Josie
                Ben Rubi
            President
                and Chief Executive Officer;
              Chief
                Financial Officer; Director
            2004
            37





Josie
      Ben
      Rubi is a citizen and resident of the Republic of Panama. Mr. Ben Rubi is a
      practicing attorney specializing in Mergers and Acquisitions, Corporate Law,
      Immigration Law, International Business Transactions, Labor law, Intellectual
      Property, and Tax Law. He graduated from Santa
      Maria La Antigua University, Republic of Panama (School
      of Law, 1996) and was **a** dmitted
      to **** bar **** in **** 1997,
      Republic of Panama. Mr. Ben Rubi is a partner in the law firm of Ben Rubi &
Miro. He is a member of Panama Bar.


12


Association,
      International Bar Association, and The International Association of Jewish
      Lawyers and Jurists. He is fluent in Spanish, English and Hebrew.





On
      December 15, 2004, Mr. Ben Rubi was appointed Chairman, Chief Executive Office
      and Chief Financial Officer of OCTuS, Inc.





There
      are
      no orders, judgments, or decrees of any governmental agency or administrator,
      or
      of any court of competent jurisdiction, revoking or suspending for cause any
      license, permit or other authority to engage in the securities business or
      in
      the sale of a particular security or temporarily or permanently restraining
      any
      of our officers or directors from engaging in or continuing any conduct,
      practice or employment in connection with the purchase or sale of securities,
      or
      convicting such person of any felony or misdemeanor involving a security, or
      any
      aspect of the securities business or of theft or of any felony. Nor are any
      of
      the officers or directors of any corporation or entity affiliated with us so
      enjoined.





**AUDIT
      COMMITTEE AND FINANCIAL EXPERT**




Because
      our Board of Director currently consists of only one member and we do not have
      the resources to expand our management at this time, we do not have an audit
      committee, nor do we have a financial expert on our Board of Directors as that
      term is defined by Item 401(e)2. Our Board of Directors is performing the
      functions of the audit committee until an audit committee is
      established.





**SECTION
      16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE**




**** Section
      16(a) of the Securities Act of 1934 requires our directors, executive officers,
      and any persons who own more than 10% of a registered class of our equity
      securities, to file reports of ownership and changes in ownership with the
      Securities and Exchange Commission. SEC regulation requires executive officers,
      directors and greater than 10% stockholders to furnish us with copies of all
      Section 16(a) forms they file. Based solely on our review of the copies of
      such
      forms received by us, or written representations from certain reporting persons,
      we believe that during the year ended December 31, 2006, that none of our
      executive officers, directors, or greater than 10% stockholders complied with
      any applicable filing requirements.





**CODE
        OF ETHICS**
  In
        March
        2004, we adopted a Code of Ethics. We do not currently have a website.
        Therefore, we will provide a copy, free of charge, to those writing to the
        corporate office located at at Marbella, Avenida Aquilino de la Guardia Y
        Calle
        47, Edificio Ocean Plaza, Piso 16, Republic of Panama.




**ITEM
      10.  EXECUTIVE COMPENSATION**




The
      following table sets forth, for the fiscal years ended December 31, 2006 and
      2005, the accrued compensation we paid, as well as certain other compensation
      paid or accrued for those years, to Mr. Belden, who served as our Chief
      Executive Officer. We did not employ any officers in 2006 or 2005 that earned
      over $100,000 in annual salary and bonuses (the "named executive officers").
      Mr.
      Ben Rubi, appointed to serve as President and CEO effective December 15, 2004,
      did not receive compensation in 2004, 2005 or 2006.





**Name
                and Position**
            **Year
                Ended**
            **Salary**
              **$**
            **Bonus**
              **$**
            **Stock
                Awards**
              **$**
            **Option
                Awards**
              **$**
            **Non-Equity
                Incentive Plan Compensation**
              **$**
            **Nonqualified
                Deferred Compensation Earnings $**
            **All
                Other Compen-sation**
              **$**
            **Total**
              **$**Josi
                Ben Rubi
              President
                & CEO
            2006
            $2,000
            0
            0
            0
            0
            0
            0
            $2,0002005
            0
            0
            0
            0
            0
            0
            0
            0






**COMPENSATION
      OF DIRECTORS**




Our
      current directors are also our employees and receive no extra compensation
      for
      their service on our board of directors.





**Name**
            **Fees
                Earned or Paid in Cash**
            **Stock
                Awards**
              **$**
            **Option**
              **Awards**
              **$**
            **Non-Equity
                Incentive Plan Compensation**
              **$**
            **Non-Qualified
                Deferred Compensation Earnings****$**
            **All
                Other Compensation**
              **$**
            **Total**
              **$**Josi
                Ben Rubi
            0
            0
            0
            0
            0
            0
            0





13




**EMPLOYMENT
      CONTRACTS**




We
      do not
      currently have any employment contracts in place.





**LONG-TERM
      INCENTIVE PLANS**




We
      do not
      have any agreements or plans in which we provide any type of retirement,
      pension, or similar benefits for our directors or executive officers. We do
      not
      have any type of material bonus or profit sharing plans pursuant to which we
      have agreed to pay any cash or non-cash compensation to our directors or
      executive officers.





**STOCK
      OPTION / SAR GRANTS**




We
      did
      not grant any stock options to our named executive officers during fiscal 2006.
      We do not have any outstanding stock appreciation rights.





**OPTION
      EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE**




The
      following table provides information with respect to the named executive
      officers, concerning the exercise of stock options during fiscal 2006 and
      unexercised options held as of the end of fiscal 2006.




**Option
                Awards**
            **Stock
                Awards****Name**
            **Number
                of Securities Underlying Unexercised Options**
              **#
                Exercisable**
            **#
                Un-exercis-able**
            **Equity**
              **Incentive
                Plan Awards: Number of Securities Underlying Unexercised
                Options**
            **Option
                Exercise Price**
            **Option
                Expiration Date**
            **Number
                of Shares or Units of Stock Not Vested**
            **Market
                Value of Shares or Units Not Vested**
            **Equity**
              **Incentive
                Plan Awards:**
              **Number
                of Unearned**
              **Shares,
                Units**
              **or
                Other**
              **Rights
                Not Nested**
            **Value
                of Unearned Shares, Units or Other Rights Not
                Vested**Josi
                Ben Rubi
            0
            0
            0
            0
            0
            0
            0
            0
            0







**ITEM
      11**.**SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**





The
        following table sets forth certain information regarding the beneficial
        ownership of our Voting Stock as of April 12, 2007, by (i) each of our named
        executive officers and directors; (ii) our named executive officers and
        directors as a group; and (iii) shareholders known by us to beneficially
        own
        more than 5% of any class of our voting securities. The beneficial ownership
        of
        securities is defined in accordance with the rules of the Securities and
        Exchange Commission and means generally the power to vote or exercise investment
        discretion with respect to securities, regardless of any economic interests
        therein. Except as otherwise indicated, we believe that the beneficial owners
        of
        the securities listed below have sole investment and voting power with respect
        to such shares, subject to community property laws where applicable. Unless
        otherwise indicated, the business address for each of the individuals or
        entities listed below is c/o OCTuS, Inc., at Marbella, Avenida Aquilino de
        la
        Guardia Y Calle 47, Edificio Ocean Plaza, Piso 16, Republic of
        Panama.


**NAME**
              **NUMBER
                  OF COMMON SHARES BENEFICIALLY OWNED**
              **NUMBER
                  OF SERIES C PREFERRED SHARES BENEFICIALLY OWNED**
              **PERCENT**
                **OF
                  CLASS**Josie
                  Ben Rubi, President & CEO, Director
              0
              0
              0%Grupo
                  Dynastia S.A.
              800,000
              0
              6.0%OFFICERS
                  AND DIRECTORS AS A GROUP
              0
              0
              0%




14


Beneficial
        ownership is determined in accordance with the rules of the Securities and
        Exchange Commission and generally includes voting or investment power with
        respect to securities. In accordance with Securities and Exchange Commission
        rules, shares of our common stock which may be acquired upon exercise of
        stock
        options or warrants which are currently exercisable or which become exercisable
        within 60 days of the date of the table are deemed beneficially owned by
        the
        optionees. Subject to community property laws, where applicable, the persons
        or
        entities named in the table above have sole voting and investment power with
        respect to all shares of our common stock indicated as beneficially owned
        by
        them.


**CHANGES
      IN CONTROL**




Our
      management is not aware of any arrangements which may result in "changes in
      control" as that term is defined by the provisions of Item 403(c) of Regulation
      S-B.




**EQUITY
      COMPENSATION PLAN INFORMATION**




We
      have a
      stock option plan for option grants to our directors, officers, employees and
      consultants. Such options are granted at fair value, vest over three to five
      years, and expire not more than ten years from date of grant. As of December
      31,
      2006, we have reserved a total of 225,000 shares of common stock for exercise
      under the stock option plan.





As
      of
      December 31, 2006, there were no options outstanding and there has been no
      option transactions during the two years ended December 31, 2006.







**ITEM
      12** . **CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS**




RELATED
        PARTY TRANSACTIONS. We have an unsecured revolving promissory note with Grupo
        Dynastia S.A, our majority shareholder. The note bears interest at 10% and
        is
        due on demand. The shareholder has not demanded repayment, but could do so
        at
        any time. Advances to us under this note were: $46,392 in 2006 and $13,297
        in
        2005. As of December 31, 2006, the outstanding principal balance was $147,960.
        We accrue interest related to this note payable and the amount of accrued
        and
        unpaid interest as of December 31, 2006 was $37,779. Interest expense for
        the
        years ended December 31, 2006 and 2005, was $12,712 and $9,695, respectively.
 
 As
        of
        December 31, 2006, we have unpaid obligations to our former President and
        Chief
        Executive Officer in the aggregate amount of $101,747. Included in this amount
        is a note payable - related party of $85,000 and accounts payable - related
        party of $16,747. The note does not bear interest and is due on demand. We
        incurred no additional obligations to this individual during 2006. During
        the
        year ended December 31, 2005, we incurred consulting fees payable to him
        of
        $3,000.
 
 During
        the year ended December 31, 2004, we entered into a note payable - related
        party
        to recognize accrued and unpaid directors fees of $12,000 owed to a former
        director. As of December 31, 2006, the unpaid balance of $12,000 is included
        in
        Notes Payable - related parties. The note does not bear interest and is due
        on
        demand.
  In
        prior
        years, another officer and a former director paid certain bills on our behalf.
        As of December 31, 2006, the amount owed to this individual totaled $3,169,
        and
        is included in Accounts payable - related parties.
  Subsequent
        to year end, our majority shareholder advanced $6,279 in payments to vendors,
        suppliers and professional fees on our behalf. The amounts increase the balance
        of the note payable to the majority shareholder.
 
 With
        regard to any future related party transactions, we plan to fully disclose
        any
        and all related party transactions, including, but not limited to, the
        following:


·
            disclose
                such transactions in prospectuses where required;


·
            disclose
                in any and all filings with the Securities and Exchange Commission,
                where
                required;


15


·
            obtain
                disinterested directors consent; and


·
            obtain
                shareholder consent where required.





**DIRECTOR
      INDEPENDENCE**




Members
      of our Board of Directors are not independent as that term is defined by defined
      in Rule 4200(a)(15) of the Nasdaq Marketplace Rules.


**ITEM
        13.****EXHIBITS**
 **EXHIBIT**
                **NUMBER**
              **DESCRIPTION**3.1
              Amended
                  and Restated Articles of Incorporation
              +3.1.1
              Certificate
                  of Determination of Preferences of Series C Preferred Stock of
                  OCTuS,
                  Inc.
              ++3.2
              Amended
                  Bylaws
              !3.3
              Certificate
                  of Amendment to Articles of Incorporation
              ##9
              Irrevocable
                  Proxy from Tokyo Electric Co., Ltd. (included in Exhibit
                  10.26.1)
              *10.3
              Sample
                  Warrant
              *10.4
              Amended
                  and Restated 1987 Nonstatutory Stock Option Plan
              +10.5
              Form
                  of Stock Option Agreement, Non-Qualified Options, 1987
                  Plan
              *10.6
              Amended
                  and Restated 1988 Nonstatutory Stock Option Plan
              *10.7
              Form
                  of Stock Option Agreement, Non-Qualified Options, 1988
                  Plan
              *10.8
              Amended
                  and Restated 1992 Key Executive Stock Purchase Plan
              *10.9
              Lease
                  dated April 7, 1995 by and between Mistek Investment Group and
                  OCTuS, Inc.
                  for 8352 Clairemont Mesa Blvd., San Diego, CA 92111
              +++10.10
              Standard
                  Industrial Net Lease dated July 29, 1994 by and between Sorrento
                  Corporate
                  Center and OCTuS, Inc., for 9944 Barnes Canyon Road, Suite A, San
                  Diego CA
                  92121
              ++10.11
              Lease
                  Surrender Agreement dated April 8, 1995 (as amended May 31, 1995),
                  by and
                  between Sorrento Corporate Center and OCTuS, Inc., for 9944 Barnes
                  Canyon
                  Road, Suite A, San Diego, CA 92121
              +++10.12
              Employment
                  Agreement dated June 1, 1992 by and between OCTuS, Inc. and John
                  C.
                  Belden, as amended May 14, 1993 and February 16, 1995
              #10.16
              Form
                  of Indemnification Agreements entered into by and between OCTuS,
                  Inc. and
                  its officers and directors
              *10.17
              401(k)
                  Plan Document
              *10.18
              Form
                  of Unit Certificate
              *10.19
              Directors
                  1993 Stock Option Plan, Form of Stock Option Agreement, Non-Qualified
                  Options, 1993 Directors Stock Option Plan
              +10.20
              Warrant,
                  Caledonian European Securities Ltd., dated July 15, 1993
              **10.21
              Warrant,
                  Neil Haverty, dated July 15, 1993
              **10.22
              Warrant,
                  Maroon Bells Capital Partners, Inc., dated July 15, 1993
              **10.23
              Promissory
                  Note of Nolan K. Bushnell, dated as of February 8, 1993, payable
                  to OCTuS,
                  Inc.
              **10.24
              Stock
                  Pledge Agreement by Nolan K. Bushnell in favor of OCTuS, Inc.,
                  dated
                  February 8, 1993, as amended October 7, 1993
              **10.25
              Purchase
                  and Sale Agreement dated September 14, 1993 by and between OCTuS,
                  Inc. and
                  National Computer Systems, Inc.
              **10.26
              Letter
                  Agreement dated January 26, 1995 by and between OCTuS, Inc. and
                  National
                  Computer Systems, Inc.
              #10.27
              Purchase
                  and License Agreement dated March 7, 1995 by and between Cintech
                  Tele-Management Systems, Inc. and OCTuS, Inc., as amended May 16,
                  1995
              +++10.28
              Product
                  Development and License Agreement dated September 5, 1995 by and
                  between
                  Ascom Telecommunications Limited and OCTuS, Inc.
              !10.29
              Promissory
                  Note dated December 1, 1995 from OCTuS, Inc. to Maroon Bells Capital
                  Partners, Inc.
              &10.30
              Stock
                  and Warrant Purchase Agreement dated June 24, 1996 by and between
                  OCTuS,
                  Inc. and Advanced Technologies International, Ltd.
              ++10.31
              Warrant
                  to Purchase Common Stock from OCTuS, Inc. to Advanced Technologies
                  International, Ltd. dated June 24, 1996
              ++10.32
              Agreement
                  dated as of August 8, 1996 relating to settlement of claims among
                  OCTuS
                  parties and RAS/TAG parties.
              &




16


11
              Statements
                  re: computation of (loss) earnings per share and shares used in
                  per share
                  calculation
              +++14
              Code
                  of Ethics
              ***16.1
              Letter
                  dated March 13, 1996 from Price Waterhouse to the Securities and
                  Exchange
                  Commission
              ~31.1
              Section
                  302 Certification Annual Report on Form 10-KSB32.1
              Certification
                  Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
                  906 Of
                  The Sarbanes-Oxley Act Of 2002______________________________*
              Incorporated
                  by reference from the Company's Form S-1, as amended, bearing the
                  SEC
                  registration number 33-51862, which was declared effective January
                  15,
                  1993.**
              Incorporated
                  by reference from the Company's Annual Report on Form 10-KSB for
                  the
                  calendar year ended December 31, 1993.+
              Incorporated
                  by reference from the Company's Post-Effective Amendment No. 1
                  on Form S-3
                  to Form S-1, bearing the SEC registration number 33-51862, which
                  was
                  declared effective January 6, 1995.#
              Incorporated
                  by reference from the Company's Annual Report on Form 10-KSB for
                  the
                  calendar year ended December 31, 1994 filed with the SEC April
                  17,
                  1995.+++
              Incorporated
                  by reference from the Company's amended Annual Report on Form 10-KSB/A
                  for
                  the calendar year ended December 31, 1994 filed with the SEC July
                  6,
                  1995.!
              Incorporated
                  by reference from the Company's Quarterly Report on Form 10-QSB
                  for the
                  period ended September 30, 1995 filed with the SEC November 13,
                  1995.~
              Incorporated
                  by reference from the Company's Form 8-K filed with the Securities
                  and
                  Exchange Commission on March 12, 1996.&
              Incorporated
                  by reference to the Company's Annual Report on Form 10-KSB for
                  the fiscal
                  year ended December 31, 1996 as filed with the SEC on March 31,
                  1997.++
              Incorporated
                  by reference from the Company's Quarterly Report on Form 10-QSB
                  for the
                  period ended June 30, 1996 filed with the SEC on August 12,
                  1996.***
              Incorporated
                  by reference from the Company's Annual Report on Form 10-KSB for
                  the
                  calendar year ended December 31, 1993.##
              Incorporated
                  by reference to the Company’s Form 8-K filed with the Securities and
                  Exchange Commission on June 16,
                  2005




**ITEM
      14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES**





Our
      board
      of directors reviews and approves audit and permissible non-audit services
      performed by its independent accountants, as well as the fees charged for such
      services. In its review of non-audit service fees and its appointment of Stark
      Winter Schenkein & Co., LLP as our independent accountants, the board of
      directors considered whether the provision of such services is compatible with
      maintaining independence. All of the services provided and fees charged by
      Stark
      Winter Schenkein & Co., LLP, in 2006, were approved by the board of
      directors.





**AUDIT
      FEES**




The
        aggregate fees billed by for professional services for the audit of our annual
        financial statements and the reviews of the financial statements included
        in our
        quarterly reports on Form 10-QSB for 2006 and 2005 were $14,500 and $17,900
        respectively, net of expenses.




**AUDIT-RELATED
      FEES**




There
      were no other fees billed by Stark Winter Schenkein & Co., LLP during the
      last two fiscal years for assurance and related services that were reasonably
      related to the performance of the audit or review of our financial statements
      and not reported under "Audit Fees" above.





**TAX
      FEES**




The
        aggregate fees billed during the last two fiscal years for professional services
        rendered for tax compliance for 2006 and 2005 were $2,250 and $1,500
        respectively.




**ALL
      OTHER FEES**




There
      were no other fees billed by Stark Winter Schenkein & Co., LLP during the
      last two fiscal years for products and services provided.


17






**OCTuS,
      INC.**





**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, the small business
      issuer has duly caused this report to be signed on its behalf by the undersigned
      thereunto authorized.




**OCTuS,
                INC.**Date: April
              12, 2007
            By:
            /s/ Josie
              Ben
              RubiJosie
              Ben RubiChief
                Executive Officer




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Registrant and in the
      capacities indicated as of April 12, 2007.




**Signature**
            **Title**
            **Date**/s/ Josie
              Ben
              Rubi
            President
              (Principal Executive Officer,
            April
              12,
              2007Josie
              Ben Rubi
            Principal
                Financial & Accounting
              Officer), Director









18