U.S.
SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  
 FORM
10-K/A
 (Amendment
No.1)
 
 
 x Annual Report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for
 the
fiscal year ended December 31, 2008
 
 o Transition Report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
  For
The Transition Period From ________ to _________
 
 Commission File
Number 0-21092
 
 OCTUS,
INC.
 (Exact
name of Registrant as Specified in its Charter)
  Nevada
                  
                  33-0013439(State
      or other jurisdiction of incorporation
                    or
      organization)
                  
                  (IRS
      Employer Identification
No.)
  719
      Second StreetSuite
      9Davis,
      California
                  
                  95616(Address
      of principal executive offices)
                  
                  (Zip
      Code)
  (530)
546-0200
 (Registrant's
Telephone Number, Including Area Code)
  Securities
registered pursuant to Section 12(b) of the Exchange Act: None
  Securities
registered pursuant to Section 12(g) of the Exchange Act:
 
 Common Stock, $.0001 par
value per share
 (Title of
Class)
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes  o  No  x
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes  o  No  x
 
 Indicate
by check mark whether registrant: (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. Yes  x  No  o
  1
 
 Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, 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-K
or any amendments to this Form 10-K. o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
 
 Large
      accelerated filer o
              
              Accelerated
      filer oNon-accelerated
      filer o
              
              Smaller
      reporting company x
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act) Yes x No o
  As of
April 13, 2009, there were 43,437,072 shares of common stock
outstanding.
 
 The
aggregate market value of the common stock held by non-affiliates of the
Registrant as of June 30, 2008 (the last business day of the registrant’s most
recently completed second fiscal quarter), based on the closing price of the
common stock as quoted on the OTC Bulletin Board of $0.04 per share, was
$481,054.
  2
  INTRODUCTORY
NOTE
 
 This Amendment No.1 to Annual Report on
Form 10-K (“Amendment No.1”) amends the Annual Report on Form 10-K (the “Form
10-K”) for the year ended December 31, 2008, previously filed by Octus, Inc.
(the “Company”).  Only the items that are amended are set forth below,
and those items are amended and restated in their entirety as set forth
below.  All other information in the Form 10-K remains unchanged and
has not been repeated in this Amendment No.1.  Accordingly, this
Amendment No.1 should be read in conjunction with the Form 10-K.
  3
  PART
II
  ITEM 9A(T).  CONTROLS AND
PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures; Management’s Annual Report on Internal
Control over Financial Reporting
  Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an evaluation of our
disclosure controls and procedures, as such term is defined under
Rule 13a-15(e) and 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the
period covered by this Form 10-K.  Disclosure controls and procedures
are defined as those controls and other procedures of an issuer that are
designed to ensure that the information required to be disclosed by the issuer
in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Commission’s rules and forms, and that such information is accumulated and
communicated to our management, including our principal executive and financial
officer, as appropriate, to allow timely decisions regarding required
disclosure.  Based on their evaluation, our principal executive
officer and principal accounting officer concluded that our disclosure controls
and procedures were not effective to provide reasonable assurance that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified by the
rules and forms of the Commission and is accumulated and communicated to
management, including the chief executive officer and chief financial officer,
as appropriate to allow timely decisions regarding required
disclosure.  Our conclusion was based on (1) our lack of systematic
accounting and disclosure procedures, notwithstanding that the Company’s
financial statements and notes thereto are prepared and reviewed by management
and that the Company’s chief financial officer reviewed each transaction during
2008 that had an effect on the Company’s financial statements included in the
Form 10-K, (2) the absence of personnel, as of December 31, 2008, with requisite
expertise in the functional areas of finance and accounting, including the lack
of a full-time chief financial officer or any other in-house accounting
personnel to do routine record keeping, and (3) the absence of a functioning
audit committee or outside directors on the Company’s board of
directors.  Throughout 2008 and as of December 31, 2008, the Company
was a shell company (as defined in Rule 12b-2 under the Exchange Act), had no or
minimal amounts of cash, had no employees, had no outside directors, and did not
engage in active business activities.  To address the weaknesses
identified above, management reviewed and performed an analysis of every
transaction for the 2008 year that had an impact on the Company’s financial
statements included in the Form 10-K.  Accordingly, notwithstanding
the existence of the material weaknesses described in this Item, management
believes that the financial statements included in this Annual Report on Form
10-K fairly present, in all material respects, our financial condition, results
of operations and cash flows for the periods presents in accordance with U.S.
generally accepted accounting principles.  The Company also intends to
address the weaknesses identified above by adding more formalized accounting,
internal control and disclosure procedures, by hiring additional personnel
resources when the Company’s operations and financial position permit it to do
so, by continuing to have the chief financial officer review all significant
transactions affecting the Company’s financial statements, and by considering
the appointment of outside directors and audit committee members in the future
where appropriate.
 
 Management’s
report on the Company’s internal control over financial reporting (as such term
is defined in Rules 13a-15(f) and 15d-15(f) in the Exchange Act), is
included in this Annual Report on Form 10-K.  This report shall not be
deemed to be filed for purposes of Section 18 of the Exchange Act or otherwise
subject to the liabilities of that section, unless the Company specifically
states that the report is to be considered “filed” under the Exchange Act or
incorporates it by reference into a filing under the Securities Act of the
Exchange Act.
  Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting. The Company's internal control over financial
reporting is designed to provide reasonable assurance as to the reliability of
the Company's financial reporting and the preparation of financial statements in
accordance with generally accepted accounting principles.
  4
  The
Company's management has assessed the effectiveness of the Company's internal
control over financial reporting as of December 31, 2008. In making this
assessment, the Company used the criteria established by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in "Internal
Control-Integrated Framework."
  The
Securities and Exchange Commission defines a material weakness as a deficiency,
or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the
Company’s annual or interim financial statements will not be prevented or
detected on a timely basis.
  Management’s
assessment identified the following deficiencies, which management has concluded
constituted a material weakness, in the Company’s internal control over
financial reporting as of December 31, 2008:
  ·
              Although
      the financial statements and footnotes are prepared and reviewed by our
      management and management reviewed each transaction during 2008 that had
      an effect on the Company’s financial statements, we do not have systematic
      procedures to review significant accounting transactions and the
      accounting treatment of such
transactions.
 
 ·
              The
      Company did not have personnel, as of December 31, 2008, with requisite
      expertise in the functional areas of finance and accounting, including the
      lack of a full-time chief financial officer or any other in-house
      accounting personnel to do routine record keeping.  This
      resulted in a lack of segregation of duties and accounting technical
      expertise necessary for an effective system of internal
      control.
 
 ·
              The
      Company did not have an audit committee with a financial expert or outside
      directors on the Company’s board of
directors.
 
 The
Company has concluded that these deficiencies constituted a material weakness in
disclosure controls and procedures as of December 31, 2008, which could result
in a material misstatement to its annual or interim consolidated financial
statements. Based on the Company's processes and assessment, as described above,
management has concluded that, as of December 31, 2008, the Company's internal
control over financial reporting were not effective and there is reasonable
possibility that a material misstatement to the Company’s annual or interim
consolidated financial statements could occur and not be prevented or detected
by its internal controls in a timely manner.
 
 Throughout 2008 and as of December 31,
2008, the Company was a shell company (as defined in Rule 12b-2 under the
Exchange Act).   The Company is making efforts to mitigate the
weaknesses identified above to the extent possible.  To address the
weaknesses identified above, management reviewed and performed an analysis of
every transaction for the 2008 year that had an impact on the Company’s
financial statements included in the Form 10-K.  The Company also
intends to address the weaknesses identified above by adding more formalized
accounting, internal control and disclosure procedures that includes the
participation of the Company’s management and corporate legal counsel, by hiring
additional personnel resources when the Company’s operations and financial
position permit it to do so, by continuing to have the chief financial officer
review all significant transactions affecting the Company’s financial
statements, and by considering the appointment of outside directors and audit
committee members in the future where appropriate.
 
 The
Company is also in the process of establishing systematic policies and
procedures designed to provide adequate internal control over the financial
reporting process.  This includes the review of procedures performed
by management beyond the initial preparer calculations and estimates and also a
formal control design structure for the review of external financial data. 
On February 24, 2009, the Company hired a full-time Chief Financial Officer to
implement and oversee internal controls over financial reporting.
  5
  Management's
assessment of the effectiveness of the Company's internal control over financial
reporting as of December 31, 2008 has not been audited by GBH CPAs, PC, the
Company’s independent registered public accounting firm. Additionally, this
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the SEC that permit the
Company to provide only management’s report in this annual
report.
  Changes
in Internal Controls
  Except as
described above, there have been no changes in the Company’s internal controls
over financial reporting during the last fiscal quarter of 2008 that have
materially affected, or are reasonably likely to materially affect, the
Company’s internal controls over financial reporting.
   PART
IV
 
 ITEM 15  EXHIBITS, FINANCIAL STATEMENT
SCHEDULES
  EXHIBIT
                                        NUMBER
                                      DESCRIPTION31.1
                                      Section
      302 Certification of Chief Executive Officer31.2
                                      Section
      302 Certification of Chief Financial Officer32.1
                                      Chief
      Executive Officer Certification Pursuant To 18 U.S.C. Section 1350, As
      Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of
      200232.2
                                      Chief
      Financial Officer Certification Pursuant To 18 U.S.C. Section 1350, As
      Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act Of
      2002
  6
  SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this Amendment report to be signed on its
behalf by the undersigned, thereunto duly authorized.
  OCTUS,
      INC.Dated:
      July 23,
      2009
                    By:
                    /s/ Christian
      J. SoderquistChristian
      J. Soderquist
                      President
      and Chief Executive Officer
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this amendment to
Annual Report on Form 10-K has been signed by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
 
 Name
                                  
                                  Title
                                  
                                  Date/s/
      Christian J. Soderquist
                                  
                                  President
      Chief Executive Officer, Chairman
                                  
                                  July
      23, 2009Christian
      J. Soderquist
                                  
                                  (Principal
      Executive Officer)/s/
      George M. Ecker
                                  
                                  Principal
      Financial and Accounting Officer,
                                  
                                  July
      23, 2009George
      M. Ecker
                                  
                                  Director
   7