U.S.
      SECURITIES AND EXCHANGE COMMISSION
                Washington,
      D.C. 20549FORM
      10-KSBANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF
      THE SECURITIES EXCHANGE ACT OF 1934For
      the Fiscal Year Ended:
                December
      31, 2007
              Commission
      File Number:
                0-21092OCTuS,
      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.)Suite
      472, APDO 0832-2745, World Trade Center, Republic of
      Panama
                (Address
      Of Principal Executive Offices)Issuer's
      telephone number, including area code:
                (011)
      (507) 265-1555Indicate
      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)
      YES  X    NOIndicate
      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. [X]
                
                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: $1,010,467.81 as of April  10, 2008.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, 2007Documents
      Incorporated by
Reference:  None.
  1
  TABLE
      OF CONTENTSPART
      IItem
      1.
              Description
      of Business
              3Item
      2.
              Description
      of Property
              3Item
      3.
              Legal
      Proceedings
              4Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              4PART
      IIItem
      5.
              Market
      for Common Equity and Related Stockholder Matters
              4Item
      6.
              Management's
      Discussion and Analysis or Plan of Operation
              6Item
      7.
              Consolidated
      Financial Statements
              9Item
      8.
              Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosure
              10Item
      8A(T).
              Controls
      and Procedures
              10Item
      8B.
              Other
      Information
              11PART
      IIIItem
      9.
              Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act
              11Item
      10.
              Executive
      Compensation
              12Item
      11.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              13Item
      12.
              Certain
      Relationships and Related Transactions
              14Item
      13.
              Exhibits
              15Item
      14.
              Principal
      Accountant Fees and Services
              16
  2
  PART I
  ITEM
1.  DESCRIPTION OF BUSINESS.
  INTRODUCTION
 OCTuS,
Inc. ("we," the "Company" or "OCTuS") 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 December 1991, in connection with our shift in
focus from the laser printer to the computer-telephone integration market, we
changed our name from Office Automation Systems, Inc. to OCTuS,
Inc.  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.  Our Common Stock (OCTS), Warrants
(OCTSW) and Units (OCTSU) have traded on the OTC Bulletin Board until February
2000 when it started trading on Pink Sheets.  Currently, only our
Common Stock is eligible for quotation on the OTC Bulletin Board under the
symbol OCTI.
  The core
of our technology from our inception until 1991 was comprised of software for
use in controllers for laser printers and related imaging devices.  We
incorporated this technology into our own LaserPro(R) laser printer products and
also licensed the technology to third parties.  In 1991, because of
low margins and competition, we shifted our primary focus from laser printer
controller technology to the development of the OCTuS PTA product
line.
  As of
this date, we are actively seeking such 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.
  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, during the year ended December 31, 2005, the
negotiations had been terminated with no further obligations remaining for
either party.   We have conducted no operations or activities
since that time.
  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, 2007, we have no employees.  We did not add to our
workforce during the year ended December 31, 2007; our former President, Josie
Ben Rubi, resigned on March 26, 2008. At that time, David S. Pere was appointed
by the Board of Directors to replace Mr. Ben Rubi to serve as
President.
  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
              
              
              December
      31, 2007Cash
              
              $
              0
              
              
              $
              0Property
      and Equipment, net
              
              $
              0
              
              
              $
              0
  3
  OUR
FACILITIES
 Since
March 26, 2008, our offices have been located at Suite 472, APDO 0832-2745,
World Trade Center, Republic of Panama and are provided by Mr. Pere, our sole
officer and director. Prior to that, our offices were provided by our previous
officer and director.
  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 own no real
property.  We believe these facilities are adequate for our
requirements.
  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, 2007.
   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 Securities and Exchange
Commission at the Security and Exchange Commission’s Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. The public may also obtain
information on the operation of the Public Reference Room by calling the
Securities and Exchange Commission at 1-800-SEC-0330. The Securities and
Exchange Commission maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the Securities and Exchange Commission. 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".
  Our
Common Stock, Units and Warrants were previously quoted on the NASDAQ Small-Cap
Market under the symbols OCTS, OCTSU and OCTSW, respectively, upon completion of
our initial public offering on January 15, 1993 until February 1,
1995.  On February 1, 1995, our securities were delisted from the
NASDAQ Small-Cap Market because we were unable to meet that market's minimum
capital and surplus requirements. Since February 1, 1995, our securities have
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 the OTCBB for the periods from January 1, 2006 through
December 31, 2007.  Quotations reflect interdealer prices without
retail markup, markdown, or commissions and may not represent actual
transactions.
  COMMON
      STOCKQUARTER
      ENDED
              HIGH
              LOWMarch
      31, 2006
              .15*June
      30, 2006
              .11*September
      30, 2006
              .10*December
      31, 2006
              .15*March
      31, 2007
              .12*June
      30, 2007
              .10*September
      30, 2007
              .09*December
      31, 2007
              .11*
  *closing
price at date nearest quarter end; due to lack of trading volume on those dates,
no historical high and low prices are available.
  4
  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 $.08 per share on April 10, 2008, the last date of reported trading
activity.
  DIVIDENDS
 We have
never declared or paid cash dividends on our Common Stock and have no
current intention to declare or pay any dividends on our Common Stock in the
foreseeable future.  We intend to retain earnings, if any, for the
development of our business.
  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.
  There are
no outstanding shares of our common stock which can be sold pursuant to Rule
144. There are no outstanding options or warrants to purchase, or securities
convertible into, shares of our common stock. We have no agreements in place
register for sale the shares of common stock held by our
shareholders.
  As of
April 10, 2008, 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, 2007, we have reserved a total of 225,000 shares of common stock
for exercise under the stock option plan.
  As of
December 31, 2007, there were no options outstanding and there have been no
option transactions during the two years ended December 31,
2007.
  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 that 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;
  5
  ·
              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 suitability
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.
  PURCHASES
OF EQUITY SECURITIES
 None
during the period covered by this report.
  ITEM
6.  MANAGEMENT'S
DISCUSSION AND ANALYSIS ORPLAN OF
OPERATION
  THIS
FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF MANAGEMENT
OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE
HAPPENING OF FUTURE EVENTS THAT 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.
  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 as of December 31, 2007 filed on Form 10-KSB.
  6
  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, 2007 and 2006 and for the years ended December 31,
2007 and 2006.
  OVERVIEW
 We are
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. We intend to form an
Advisory Committee comprised of individuals with sufficient experience needed to
review and qualify such technologies and projects for our
involvement.
  Although
we are seeking such opportunities, we may not consummate any such transaction,
and 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.
  We were
incorporated in 1983 to develop a low cost controller for laser printers. In
early 1991, we began shifting our emphasis from laser printer controller
products to the development of a new product line. Since September 1993,
substantially all of our revenues were derived from business activities
involving our laser printer technology and technology licensing agreements. In
September 1993, we sold substantially all of the assets and inventory of the
laser printer business to National Computer Systems, Inc. ("NCS"). 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.
  The
discussion and analysis set forth below covers the following comparative
periods: the calendar years ended December 31, 2007 and 2006.
  LIQUIDITY
AND CAPITAL RESOURCES
 For the
year ended December 31, 2007 we incurred a net loss of $56,681. Cash on hand as
of December 31, 2007 was $0. Our total assets were also $0 as of December 31,
2007. Our current liabilities were $453,850 as of December 31, 2007, including
$19,605 in accounts payable and accrued interest and $9,418 in accounts payable
and accrued interest due to related parties. We also had $113,747 in a
convertible note payable and $311,080 in convertible note payable to a related
party.
  Because we have no
cash, we are not able to pay our day to day expenses for the next twelve months;
however we anticipate that Grupo Dynastia S. A., the related party that has lent
us funds, will continueto do so until we are able to commence generating
revenue; otherwise we may have to cease operations. Although we have actively
been pursuing new investments or other business operations, we cannot give
assurance that we will enter into any new investment or agreement to acquire
such operations, or that the terms of any such agreements will be on terms
favorable to us. During the year ended December 31, 2007, Grupo Dynastia S.A.
loaned us $32,086 to continue operations. We cannot give assurance that we will
enter into any new investment, or that the terms of any such agreements will be
on terms favorable to us. There is no assurance that 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. See Part I, Description
of Business.
  7
  RESULTS
OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007 COMPARED TO YEAR ENDED
DECEMBER 31, 2006
 We have
realized no revenues during either the year ended December 31 2007 or the year
ended December 31, 2006.
  During
the year ended December 31, 2007, we reported a net loss of $56,681 or $0.00 per
share, compared to a net loss of $46,362 or $0.00 per share for the year ended
December 31, 2006. We expect to incur losses until such time, if ever, we begin
generating revenue from operations.
  During
the year ended December 31, 2007, our general and administrative expenses were
$36,069, as compared to $33,650 for 2006. General and administrative expenses
consisted mostly of professional fees incurred to prepare our financial
statements and submit regulatory filings required to maintain our status as a
public company.
  Interest
expense for the year ended December 31, 2007 was $20,612 compared to $12,712
incurred during 2006. The increase of $7,900 in interest expense results from
the $179,867 increase in total notes payable from $244,960 as of December 31,
2006 to $424,827 as of December 31, 2007. The debt restructuring which we
accomplished in September 2007 transferred a total of $244,781 in non-interest
bearing liabilities into convertible notes bearing interest at 8%. We therefore
expect interest expense to increase during 2008 as a result of the debt
restructuring.
  As of
December 31, 2007, 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 2027.
Because of a substantial change in our ownership resulting from an initial
public offering, an annual limitation of approximately $600,000 has been placed
on utilization of the loss carry forwards generated prior to our initial public
offering.
  OUR
PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS
 Since we
have no cash as of December 31, 2007, management believes that without an influx
of significant new funds, we will not be able to sustain our operations through
the rest of 2008. Although we have actively been pursuing new investment, we
cannot give assurance that we will enter into any new investment, or that the
terms of any such agreements will be on terms favorable to us. There is no
assurance that Grupo Dynastia S.A., or subsequent controlling owners, will
continue to fund us. Should we be unable to obtain additional funds, we could be
forced to cease business activities altogether.
  As of
this date, we are actively seeking alternative business opportunities, which may
include acquisition of another company, or obtaining the rights to other
products or technologies. Although we are seeking such opportunities, it is
unlikely that we will be able to consummate any such transaction, which would
generate sufficient revenues to sustain our operations. We anticipate that
additional capital will likely have to come from issuing additional equity
interest, which cannot occur without dramatically diluting the existing equity
ownership of our Common stockholders.
  Because
we have limited operations and assets, we may be considered a shell company as
defined in Rule 12b-2 of the Securities Exchange Act of 1934. Accordingly, we
have checked the box on the cover page of this report that specifies we are a
shell company.
  OFF
BALANCE SHEET ARRANGEMENTS
 There are
no off balance sheet arrangements that have or are reasonably likely to have a
current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
  8
 
  ITEM
7.  CONSOLIDATED FINANCIAL STATEMENTS.  
 OCTuS,
      Inc.Table
      of ContentsPageReport of Independent Registered Public Accounting
      Firm
                  F-1Consolidated Balance Sheet
                  F-2Consolidated Statements of
      Operations
                  F-3Consolidated Statementsof Changes
      in Stockholders’ (Deficit)
                  F-4Consolidated Statements of Cash
      Flows
                  F-5Notes to Consolidated Financial
      Statements
                  F-6
 9
  REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 Shareholders
and Board of Directors
 OCTuS,
Inc.
 Panama
City, Republic of Panama
 
 We have
audited the accompanying consolidated balance sheet of OCTuS, Inc. as of
December 31, 2007, and the related consolidated statements of operations,
changes in stockholders' deficit, and cash flows for the years ended December
31, 2007 and 2006.  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.  The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting as
a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.  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, 2007, and the results of its operations, and its cash flows for the years
ended December 31, 2007 and 2006, in conformity with accounting principles
generally accepted in the United States of America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
OCTuS will continue as a going concern.  As discussed in Note 2 to the
consolidated financial statements, OCTuS 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.
  GBH CPAs,
PC
 www.gbhcpas.com
 Houston,
Texas
 
 April 10,
2008
 F-1
 OCTuS, INC.
 CONSOLIDATED BALANCE
SHEET AS
OF DECEMBER 31, 2007
   ASSETSASSETS
                  
                  $
                  -LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable
                  
                  $
                  17,312Accounts
      payable - related parties
                  
                  
                  3,169Accrued
      interest - related party
                  
                  
                  8,542Convertible
      note payable - related party
                  
                  
                  424,827Total
      current liabilities
                  
                  
                  453,850STOCKHOLDERS'
      DEFICITSeries
      A preferred stock, $0.001 par value, 300,000 sharesauthorized,
      no shares issued or outstanding
                  
                  
                  -Series
      B preferred stock, $0.001 par value, 910,000 sharesauthorized,
      no shares issued or outstanding
                  
                  
                  -Series
      C 6% cumulative preferred stock, $0.001 par value,250,000
      shares authorized, no shares issued and outstanding
                  
                  
                  -Undesignated  preferred
      stock, $0.001 par value,540,000
      shares authorized,  no shares issued or
    outstanding
                  
                  
                  -Common
      stock,  $0.001 par value, 100,000,000 sharesauthorized,
      13,437,072 shares issued and outstanding
                  
                  
                  13,437Additional
      paid-in capital
                  
                  
                  22,857,472Accumulated
      deficit
                  
                  
                  (23,324,759
                  )Total
      stockholders' deficit
                  
                  
                  (453,850
                  )$
                  -
   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, 2007 AND 2006
   2007
                    
                    
                    2006Revenues
                    
                    $
                    -
                    
                    
                    $
                    -General
      and administrative expenses
                    
                    
                    36,069
                    
                    
                    
                    33,650Loss
      from operations
                    
                    
                    (36,069
                    )
                    
                    
                    (33,650
                    )Interest
      expense
                    
                    
                    (20,612
                    )
                    
                    
                    (12,712
                    )Net
      loss
                    
                    $
                    (56,681
                    )
                    
                    $
                    (46,362
                    )Per
      share information - basic and fully dilutedWeighted
      average shares outstanding
                    
                    
                    13,437,072
                    
                    
                    
                    13,437,072Net
      loss per common share
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.00
                    )
   The accompanying
notes are an integral part of these consolidated financial
statements.
  F-3
 OCTuS,
Inc.
 CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
 FOR
THE YEARS ENDED DECEMBER 31, 2007 AND 2006
   COMMON
    STOCKNumber
                    
                    
                    
                    
                    
                    Additionalof
                    
                    
                    
                    
                    
                    Paid-in
                    
                    
                    AccumulatedShares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Deficit
                    
                    
                    TotalBalance
      as of January 1, 2006
                    
                    
                    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
                    )Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (56,681
                    )
                    
                    
                    (56,681
                    )Balance
      as of December 31, 2007
                    
                    
                    13,437,072
                    
                    
                    $
                    13,437
                    
                    
                    $
                    22,857,472
                    
                    
                    $
                    (23,324,759
                    )
                    
                    $
                    (453,850
                    )
 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, 2007 AND 2006
 2007
                  
                  
                  2006OPERATING
      ACTIVITIESNet
      loss
                  
                  $
                  (56,681
                  )
                  
                  $
                  (46,362
                  )Adjustments
      to reconcile net loss to net cashused
      in operating activities:Increase
      (decrease) in accounts payable
                  
                  
                  3,983
                  
                  
                  
                  (12,742
                  )Increase
      in accrued interest-related party
                  
                  
                  20,612
                  
                  
                  
                  12,712Net
      cash used in operating activities
                  
                  
                  (32,086
                  )
                  
                  
                  (46,392
                  )INVESTING
      ACTIVITIESNet
      cash from investing activities
                  
                  
                  -
                  
                  
                  
                  -FINANCING
      ACTIVITIESProceeds
      from notes payable - related party
                  
                  
                  32,086
                  
                  
                  
                  46,392Net
      cash provided by financing activities
                  
                  
                  32,086
                  
                  
                  
                  46,392Net
      change in cash
                  
                  
                  -
                  
                  
                  
                  -CASH
      AT BEGINNING OF YEAR
                  
                  
                  -
                  
                  
                  
                  -CASH
      AT END OF YEAR
                  
                  $
                  -
                  
                  
                  $
                  -SUPPLEMENTAL
      CASH FLOW INFORMATION:Cash
      paid for interest
                  
                  $
                  -
                  
                  
                  $
                  -Cash
      for income taxes
                  
                  $
                  -
                  
                  
                  $
                  -SUPPLEMENTAL
      DISCLOSURE OF NONCASH INVESTINGAND
      FINANCING ACTIVITIES:Conversion
      of liabilities into convertible notepayable
      - related party
                  
                  $
                  420,203
                  
                  
                  $
                  -
   The
accompanying notes are an integral part of these consolidated financial
statements.
  F-5
 
 OCTuS,
Inc.
 Notes
to Consolidated Financial Statements
 December
31, 2007
 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 our state of incorporation from California to Nevada.  In
December 2003, the change was completed and OCTuS became a Nevada
corporation.  OCTuS was involved in the development of various printer
controller technologies.  However, we currently have no revenue
generating operations and is currently seeking strategic
alternatives.
 
 Principles
of Consolidation
 
 All of
our subsidiaries are inactive.  All significant intercompany
transactions and balances, if any, have been eliminated in
consolidation.
 
 Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.
 
 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
 
 We
currently have no revenue generating operations.  We plan to record
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.
 
 Income
Taxes
 
 OCTuS
accounts for income taxes in accordance with SFAS No. 109, “Accounting for
Income Taxes”, which requires the use of the asset and liability method of
computing deferred income taxes. The objective of the asset and liability method
is to establish deferred tax assets and liabilities for the temporary
differences between the book basis and the tax basis of our assets and
liabilities at enacted tax rates expected to be in effect when such amounts are
realized or settled.
 
 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,
2007.  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, 2007
 Earnings
(Loss) Per Share
 
 OCTuS
follows SFAS 128, “Earnings Per Share.”  Basic earnings (loss) per
common share (“EPS”) calculations are determined by dividing net income (loss)
by the weighted average number of shares of common stock outstanding during the
year.  Diluted earnings (loss) per common share calculations are
determined by dividing net income (loss) by the weighted average number of
common shares and dilutive common share equivalents
outstanding.  During the years ended December 31, 2007 and 2006,
common stock equivalents were not included in the calculation, as their effect
would be anti-dilutive.
 
 Stock-Based
Compensation
 
 Effective
January 1, 2006, we implemented SFAS 123(R), “Share-Based Payment”, requiring
OCTuS to provide compensation costs for our stock option plans determined in
accordance with the fair value based method prescribed in SFAS 123(R). OCTuS
estimates the fair value of each stock option at the grant date by using the
Black-Scholes option-pricing model and provides for expense recognition over the
service period, if any, of the stock option.
 
 Segment
Information
 
 OCTuS
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.  OCTuS currently operates in one
business segment and will evaluate additional segment disclosure requirements as
it expands operations.
 
 Recent
Pronouncements
 
 In
July 2006, the FASB issued Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (“FIN 48”). This Interpretation prescribes
detailed guidance for the financial statement recognition, measurement and
disclosure of uncertain tax positions recognized in an enterprise’s financial
statements in accordance with FASB Statement No. 109, Accounting for Income
Taxes. Tax positions must meet a more-likely-than-not recognition threshold at
the effective date to be recognized upon the adoption of FIN 48 and in
subsequent periods. FIN 48 will be effective for fiscal years beginning after
December 15, 2006 and the provisions of FIN 48 will be applied to all tax
positions upon initial adoption of the Interpretation. The cumulative
effect of applying the provisions of this Interpretation will be reported as an
adjustment to the opening balance of retained earnings for that fiscal year.
OCTuS adopted FIN 48 effective January 1, 2007. The adoption of this
interpretation did not have a material effect on the financial
statements.
 
 In
September 2006, the FASB issued FAS No. 157, Fair Value Measurement
(“SFAS 157”). This Statement provides guidance for using fair value to measure
assets and liabilities. Under this standard, the definition of fair value
focuses on the price that would be received to sell the asset or paid to
transfer the liability (an exit price), not the price that would be paid to
acquire the asset or received to assume the liability (an entry price). FAS 157
clarifies that fair value is a market-based measurement, not an entity-specific
measurement, and sets out a fair value hierarchy with the highest priority being
quoted prices in active markets and the lowest priority to unobservable data.
Further, FAS 157 requires tabular disclosures of the fair value measurements by
level within the fair value hierarchy. We had planned to adopt FAS 157 effective
January 1, 2008.  On February 6, 2008, the FASB approved the
partial deferral of SFAS 157 for non-financial
assets and liabilities, except for items that are recognized or disclosed at
fair value in the financial statements on a recurring basis (at least annually)
until fiscal years beginning after November 15, 2008.  Management
is currently evaluating the requirements of FAS 157 and has not yet determined
the impact on its financial statements.
  F-7
 OCTuS,
Inc.
 Notes
to Consolidated Financial Statements
 December
31, 2007
 In
February 2007, the FASB issued FAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities (“FAS 159”). Under this standard, an
entity is required to provide additional information that will assist investors
and other users of financial information to more easily understand the effect of
our choice to use fair value on its earnings. Further, the entity is required to
display the fair value of those assets and liabilities for which OCTuS has
chosen to use fair value on the face of the balance sheet. This standard does
not eliminate the disclosure requirements about fair value measurements included
in FAS 157 and FAS No. 107, Disclosures about Fair Value of Financial
Instruments. FAS 159 is effective for fiscal years beginning after
November 15, 2007.  Management is currently evaluating the
requirements of FAS 159 and has not yet determined the impact on its financial
statements.
 
 There
were various other accounting standards and interpretations issued during 2007
and 2006, none of which are expected to a have a material impact on our
consolidated financial position, operations or cash flows.
 
 Note
2.  Going Concern
 
 The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America, which
contemplates continuation of OCTuS as a going concern.  OCTuS has
working capital and stockholders’ deficits of $453,850 and an accumulated
deficit of $23,324,759 as of December 31, 2007.  In addition, OCTuS
has generated recurring losses, aggregating $56,681 and $46,362 in 2007 and
2006, respectively, and has no revenue generating operations.
 
 OCTuS is
currently seeking a viable business to merge with and, in addition, is seeking
equity capital.  However, OCTuS has no commitment from any party to
provide additional capital and there is no assurance that such funding will be
available when needed, or if available, that its terms will be favorable or
acceptable to OCTuS.  OCTuS is reliant on a related party to provide
working capital.  There is no assurance that such related party will
continue to provide working capital.
 
 The
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
OCTuS to continue as a going concern.
 
 Note 3.Equity
 
 Preferred
stock
 
 OCTuS has
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.  The Cumulative Series C Preferred Stock had 250,000
shares authorized.  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.  There are no shares
outstanding at December 31, 2007.
  F-8
 OCTuS,
Inc.
 Notes
to Consolidated Financial Statements
 December
31, 2007
 Effective
June 20, 2005, the 250,000 outstanding shares of convertible Series C 6%
cumulative, $.001 par value preferred stock were converted into 1,000,000
(post-split) shares of $.001 par value common stock of OCTuS.  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
 
 OCTuS has
a stock option plan for option grants to directors, officers, employees and
consultants of OCTuS.  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, 2007, OCTuS has reserved a total of 450,000 shares of common
stock for exercise under the stock option plan.
 
 As of
December 31, 2007, there were no options outstanding and there has been no
option transactions during the two years ended December 31, 2007.
 
 Note
4.  Related Party Transactions and Convertible Debt
 
 During
2007, a related party advanced additional funds to OCTuS under an existing loan
arrangement.  The purpose of the additional advances was to provide
working capital so that OCTuS could continue operations.  Advances
under this loan arrangement during 2007 totaled $27,462 and the total
accumulated advances were $175,422 as of September 30, 2007.  The
total accumulated interest payable as of September 30, 2007 was
$49,849.  In addition, OCTuS had accrued an accumulated balance of
dividends payable to this related party of $81,185.
 
 Effective
September 30, 2007, we restructured all amounts due to this related party into a
convertible promissory note payable with a principal balance of
$306,456.  The related party advanced additional funds of $4,624 to us
during the remainder of 2007 after the effective date of the convertible note,
and these amounts were added to the principal balance.  The
convertible promissory note can be converted into common stock at a rate of
$0.10 per share, bears interest at an annual rate of 8% until converted or paid,
and is due upon ninety days notice.  Total interest expense accrued
under borrowings from this related party during 2007 was $18,319.
 
 During
the year ended December 31, 2007, certain amounts payable to related parties
were transferred by the related parties to another related
party.  Effective September 30, 2007, we restructured these
obligations into a convertible promissory note payable with a principal balance
of $113,747.  The convertible promissory note can be converted into
common stock at a rate of $0.10 per share, bears interest at an annual rate of
8% until converted or paid, and is due upon ninety days
notice.  Interest expense accrued on this convertible note totaled
$2,293 during 2007.
 
 A former
officer and director paid certain expenses on behalf of OCTuS for periods prior
to 2006.  As of December 31, 2007, amounts accrued and unpaid to this
individual totaled $3,169 and are included in accounts payable - related
parties.
  F-9
 OCTuS,
Inc.
 Notes
to Consolidated Financial Statements
 December
31, 2007
   Note
5.   Income Taxes
 
 A
reconciliation of the tax provision for 2007 and 2006 at statutory rates is
comprised of the following components:
  2007
                    
                    
                    2006Tax
      expense (benefit) at statutory rates
                    
                    $
                    19,000
                    
                    
                    $
                    16,000Book
      to tax adjustments:Valuation
      allowance
                    
                    
                    (19,000
                    )
                    
                    
                    (16,000
                    )Tax
      provision
                    
                    $
                    ----
                    
                    
                    $
                    ----
 
 Deferred
tax assets and liabilities represent the future impact of temporary differences
between the financial statement and tax bases of assets and
liabilities.  Those items consist of the following as of December 31,
2007 and 2006:
 
 2007
                    
                    
                    2006Deferred
      tax assets:Net
      operating loss carryforwards
                    
                    $
                    5,005,000
                    
                    
                    $
                    4,991,000Less
      valuation allowance
                    
                    
                    (5,005,000
                    )
                    
                    
                    (4,991,000
                    )Net
      deferred tax asset
                    
                    $
                    ----
                    
                    
                    $
                    ----
 
 Total
deferred tax assets and the valuation allowance increased by approximately
$14,000 during 2007.
 
 At
December 31, 2007, OCTuS has tax loss carryforwards approximating
$14,720,000 that expire at various dates from 2008 through 2027.  At
this time, OCTuS is unable to determine if it will be able to benefit from its
deferred tax asset.  There are limitations on the utilization of net
operating loss carryforwards, including a requirement that losses be offset
against future taxable income, if any.  In addition, there are
limitations imposed by certain transactions which are deemed to be ownership
changes.  Accordingly, a valuation allowance has been established for
the entire deferred tax asset.
 
 Note
6.  Subsequent Events
 
 Subsequent
to year end, a related party advanced $7,648 in payments to vendors, suppliers
and professional fees on behalf of OCTuS.  The amounts increase the
balance of the convertible note payable to the related party.
  F-10
 ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
  On March
26, 2008, we dismissed Stark Winter Schenkein & Co., LLP as our independent
registered public accounting firm. Stark Winter Schenkein & Co., LLP had
previously been engaged as the principal accountant to audit our financial
statements.
  We
engaged GBH CPAs, PC as our new independent auditors, effective as of March 26,
2008, to audit our financial statements for the years ended December 31, 2007
and December 31, 2006, and to perform procedures related to the financial
statements included in our current reports on Form 8-K and quarterly reports on
Form 10-Q.
  The
decision to dismiss Stark Winter Schenkein & Co., LLP and engage GBH CPAs,
PC was approved by our Board of Directors (the “Board”) on March 26,
2008.
  The
reports of Stark Winter Schenkein & Co., LLP on our financial statements for
each of the years ended December 31, 2006 and December 31, 2005, contained an
explanatory paragraph relating to our ability to continue as a going concern.
Other than this report modification, the reports of Stark Winter Schenkein &
Co., LLP on our financial statements as of and for each of the past two fiscal
years did not contain any adverse opinion or disclaimer of opinion, and were not
modified as to uncertainty, audit scope, or accounting principles.
  During
our two most recent fiscal years and the subsequent interim period through March
26, 2008, the date of dismissal, there were no disagreements with Stark Winter
Schenkein & Co., LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to the satisfaction of Stark Winter Schenkein & Co., LLP, would
have caused it to make reference to the subject matter of the disagreement(s) in
connection with its reports. There were no “reportable events” as that term is
described in Item 304(a)(1)(v) of Regulation S-B during our two most recent
fiscal years and the subsequent interim period through March 26, 2008, the date
of dismissal.
  We have
made the contents of this Form 8-K available to Stark Winter Schenkein &
Co., LLP and requested it to furnish a letter to the SEC as to whether Stark
Winter Schenkein & Co., LLP agrees or disagrees with, or wishes to clarify
our expression of these views. A copy of Stark Winter Schenkein & Co., LLP’s
letter to the SEC will be included as Exhibit 16.1 to the Form 8-K reporting
this event by means of an amendment when available.
  Other
than in connection with the engagement of GBH CPAs, PC by us, during our most
recent fiscal year and the subsequent interim period prior to March 26, 2008, we
did not consult GBH CPAs, PC regarding either: (i) the application of accounting
principles to a specified transaction, completed or proposed, or the type of
audit opinion that might be rendered on our financial statements, or (ii) any
matter that was either the subject of a disagreement as defined in Item
304(a)(1)(iv) of Regulation S-B or the related instructions thereto or a
“reportable event” as described in Item 304(a)(1)(v) of Regulation
S-B.
  ITEM 8A(T).
CONTROLS AND PROCEDURES.
  Our Chief
Executive Officer and our Chief Financial Officer are responsible for
establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rule 13a-15(f) and
15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process
designed by, or under the supervision of, our principal executive and principal
financial officers and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:
  ·
              pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;
  ·
              provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorizations of management and our
      directors; and
  ·
              provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statements.
  10
  Because
of its inherent limitations, our internal control over financial reporting may
not prevent or detect misstatements. Therefore, even those systems determined to
be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
  Our Chief Executive Officer and our Chief Financial
Officer assessed the effectiveness of our internal control over financial
reporting as of December 31, 2007.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in InternalControl—IntegratedFramework.
  Based on our assessment, our Chief Executive Officer and
our Chief Financial Officer believe that, as of December 31, 2007, our internal
control over financial reporting is effective based on those criteria.
  This
report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this
report.
  ITEM
8B. OTHER INFORMATION.
 None.
  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
 As of
December 31, 2007, Mr. Ben Rubi was our sole officer and director; the
information set forth below was provided by that individual:
  NAME
              PRESENT
      POSITION WITH THE COMPANY
              DIRECTOR
      SERVICE
              AGEJosie Ben Rubi
              President and Chief Executive Officer;
                Chief Financial Officer; Director
              2004
      - 2008
              38David
      S. Pere
              President
      and Chief Executive Officer;
                Chief
      Financial Officer; Director
              2008
      - present
              88
  Mr. Ben
Rubi was appointed Chairman, Chief Executive Officer and Chief Financial Officer
of OCTuS, Inc. on December 15, 2004, and resigned on March 26, 2008, not due to
any disagreement with us or our policies. 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 admitted 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 Association, International Bar Association and The International
Association of Jewish Lawyers and Jurists. He is fluent in Spanish, English and
Hebrew.
  Mr. David S. Pere, 88, was appointed by our
Board of Directors as our Chief Executive Officer, President, Secretary, Chief
Financial Officer, Treasurer and as a director on March 26, 2008. Mr. Pere is a
citizen and resident of the Republic of Panama. Mr. Pere’s distinguished
diplomatic career spanned over two decades. From 1968 to 1989, he was posted as
the Republic of Panama’s Ambassador to each of the following countries: Costa
Rica, Uruguay, Honduras, El Salvador and Nicaragua. After leaving government
service, he served as the Administrator of the Plastic Surgery Clinic in Panama
since 1989. Mr. Pere received a diploma in international politics and
administration from the University of Costa Rica in 1973. Mr. Pere is not an
officer or director of any other reporting company. We have no arrangements to
compensate Mr. Pere, nor does he own any shares of our common
stock.
  There is
no relationship between our former officer and director and our current officer
and director. 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.
  11
   NOMINATING
COMMITTEE
 Our
entire Board participates in consideration of director nominees. The Board will
consider candidates who have experience as a board member or senior officer of a
company or who are generally recognized in a relevant field as a well-regarded
practitioner, faculty member or senior government officer. The Board will also
evaluate whether the candidates' skills and experience are complementary to the
existing Board's skills and experience as well as the Board's need for
operational, management, financial, international, technological or other
expertise. The Board will interview candidates that meet the criteria and then
select nominees that Board believes best suit our needs.
  The Board
will consider qualified candidates suggested by stockholders for director
nominations. Stockholders can suggest qualified candidates for director
nominations by writing to our Corporate Secretary, David S. Pere, Suite 472,
APDO 0832-2745, World Trade Center, Republic of Panama. Submissions that are
received that meet the criteria described above will be forwarded to the Board
for further review and consideration. The Board will not evaluate candidates
proposed by stockholders any differently than other candidates
  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, 2007, 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 Suite 472, APDO 0832-2745, World
Trade Center, Republic of Panama.
  ITEM 10.  EXECUTIVE COMPENSATION
  SUMMARY
COMPENSATION TABLE
 The
compensation of the named executive officer for the last completed fiscal year
ended December 31, 2006 and for the year ended December 31, 2007
is shown below:
  Name
      and
                Principal
                Position
              Year
                Ended
              Salary
                $
              Bonus
                $
              Stock
                Awards
                $
              Option
      Awards
                $
              Non-Equity
                Incentive
      Plan Compensation
                $
              Nonqualified
      Deferred Compensation Earnings
                $
              AllOtherCompensation
                $
              Total
                $Josie
      Ben Rubi President, Secretary, Treasurer
              2006
              0
              0
              0
              0
              0
              0
              0
              02007*
              0
              0
              0
              0
              0
              0
              0
              0
  *Mr. Ben
Rubi resigned these offices on March 26, 2008, subsequent to the period covered
by this report.
  EMPLOYMENT
CONTRACTS
 We do not
anticipate that we will enter into any employment contracts with any of our
officers.
  STOCK OPTIONS/SAR
GRANTS.
 We did
not grant any stock options to our named executive officer during either fiscal
2007 or 2006. We do not have any outstanding stock appreciation
rights.
  12
  LONG-TERM
INCENTIVE PLANS
 As of
December 31, 2007, we had no group life, health, hospitalization, or medical
reimbursement or relocation plans in effect. Further, we had no pension plans or
plans or agreements which provide compensation on the event of termination of
employment or corporate change in control.
  OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
 As of the
year ended December 31, 2007, each named executive officer had these unexercised
options, stock that has not vested, and equity incentive plan
awards:
  Option
      Awards
              Stock
      AwardsName
              Number
      of Securities Underlying Unexercised Options
                #
      Exercisable
              #
      Un-exercisable
              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 Vested
              Value
      of
                Unearned
                Shares,
      Units
                or
      Other
                Rights
      Not
                VestedJosie
      Ben Rubi, president, secretary, treasurer*
              0
              0
              0
              0
              n/a
              0
              0
              0
              0
  *Mr. Ben
Rubi resigned these offices on March 26, 2008, subsequent to the period covered
by this report.
  DIRECTOR
COMPENSATION.The following concerns the compensation of our director for
his service as director during the fiscal year ended December 31,
2007:
  Name
              Fees
                Earned
                or
      Paid
                in
      Cash
              Stock
                Awards
                $
              Option
      Awards
                $
              Non-Equity
                Incentive
      Plan Compensation
                $
              Non-Qualified
                Deferred
                Compensation
                Earnings
                $
              AllOther
                Compensation
                $
              Total
                $Josie
      Ben Rubi*
              0
              0
              0
              0
              0
              0
              0
  *Mr. Ben
Rubi resigned as director on March 26, 2008, subsequent to the period covered by
this report.
  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 10, 2008, 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., Suite 472, APDO
0832-2745, World Trade Center, Republic of Panama.
  Title
                of
      Class
              Name
      of
                Beneficial
      Owner
              Amount
      and Nature
                ofBeneficial
      Owner
              Percent
                of
      ClassCommon
      Stock
              Josie
      Ben Rubi
              No
      shares
                Former
      Officer and Director*
              0.0%Common
      Stock
              David
      S. Pere
              No
      shares
                Sole
      Officer and Director*
              0.0%Common
      Stock
              Grupo
      Dynastia
              800,000
      shares
                Beneficial
      Owner
              6.0%Common
      Stock
              All
      officers anddirectors
                as
      a group
              No
      shares
              0.0%
  *Mr. Ben
Rubi resigned these positions on March 26, 2008 and was replaced by Mr. Pere on
that date; both  subsequent to the period covered by this
report.
  13
  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, 2007, we have reserved a total of 225,000 shares of common stock
for exercise under the stock option plan.
  As of
December 31, 2007, there were no options outstanding and there has been no
option transactions during the two years ended December 31, 2007.
  ITEM
12.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
  CONFLICTS
RELATED TO OTHER BUSINESS ACTIVITIES
 The
persons serving as our officers and directors have existing responsibilities
and, in the future, may have additional responsibilities, to provide management
and services to other entities in addition to us. As a result, conflicts of
interest between us and the other activities of those persons may occur from
time to time.
  We will
attempt to resolve any such conflicts of interest in our favor. Our officers and
directors are accountable to us and our shareholders as fiduciaries, which
requires that such officers and directors exercise good faith and integrity in
handling our affairs. A shareholder may be able to institute legal action on our
behalf or on behalf of that shareholder and all other similarly situated
shareholders to recover damages or for other relief in cases of the resolution
of conflicts in any manner prejudicial to us.
  RELATED
PARTY TRANSACTIONS
 During
2007, Grupo Dynastia S.A., a related party, advanced additional funds to us
under an existing loan arrangement. The purpose of the additional advances was
to provide working capital so that we could continue operations. Advances under
this loan arrangement during 2007 totaled $27,462 and the total accumulated
advances were $175,422 as of September 30, 2007. The total accumulated interest
payable as of September 30, 2007 was $49,849. In addition, we had accrued an
accumulated balance of dividends payable to this related party of
$81,185.
  Effective
September 30, 2007, we restructured all amounts due to this related party into a
convertible promissory note payable with a principal balance of $306,456. The
related party advanced additional funds of $4,623 to us during the remainder of
2007 after the effective date of the convertible note, and these amounts were
added to the principal balance. The convertible promissory note can be converted
into common at a rate or $0.10 per share, bears interest at an annual rate of 8%
until converted or paid, and is due upon ninety days notice. Total interest
expense accrued under borrowings from this related party during 2007 was
$18,319.
  During
the year ended December 31, 2007, certain amounts payable to related parties
were transferred by the related parties to an unrelated third party. Effective
September 30, 2007, we restructured these obligations into a convertible
promissory note payable with a principal balance of $113,747. The convertible
promissory note can be converted into common stock at a rate of $0.10 per share,
bears interest at an annual rate of 8% until converted or paid, and is due upon
ninety days notice. Interest expense accrued on this convertible note totaled
$2,293 during 2007.
  A former
officer and director paid certain expenses on our behalf or periods prior to
2006. As of December 31, 2007, amounts accrued and unpaid to this individual
totaled $3,169 and are included in accounts payable, related
parties.
  14
  Subsequent
to year end, a related party advanced $7,648 in payments to vendors, suppliers
and professional fees on our behalf. The amounts increase the balance of the
convertible note payable to the related party.
  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;
 ·
              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
              DESCRIPTION3.1
              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
              +++
  15
  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
              &10.33
              Convertible
      Promissory Notes dated September 30, 2007 with Sasaima Holdings
      SA
              &&10.34
              Convertible
      Promissory Notes dated September 30, 2007 with Grupo Dynastia
      SA
              &&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&&
              Incorporated
      by reference to the Company’s Form 10-QSB filed with the Securities and
      Exchange Commission on November 15,
2007
  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 2007,
were approved by the board of directors.
  On March
26, 2008, we dismissed Stark Winter Schenkein & Co., LLP as our independent
registered public accounting firm. Stark Winter Schenkein & Co., LLP had
previously been engaged as the principal accountant to audit our financial
statements.
  16
  We
engaged GBH CPAs, PC as our new independent auditors, effective as of March 26,
2008, to audit our financial statements for the years ended December 31, 2007
and December 31, 2006, and to perform procedures related to the financial
statements included in our current reports on Form 8-K and quarterly reports on
Form 10-Q.
  The
decision to dismiss Stark Winter Schenkein & Co., LLP and engage GBH CPAs,
PC was approved by our Board of Directors (the “Board”) on March 26,
2008.
  AUDIT
FEES
 The aggregate fees billed
by for professional services by Stark Winter Schenkein & Co., LLP 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
2007 and 2006 were $18,035and$14,500respectively,
net of expenses. Fees of $5,000 and $2,500 were billed by GBH CPA's, PC for 2007
and 2006, respectively.
  AUDIT-RELATED
FEES
 There
were no other fees billed by Stark Winter Schenkein & Co., LLP or by GBH
CPAs, PC 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 by Stark Winter Schenkein & Co., LLP during the last
two fiscal years for professional services rendered for tax compliance for 2007
and 2006 were $2,250
and$2,250respectively.  There were no such fees billed by GBH CPAs, PC
during the last two fiscal years since no such services were
provided.
  ALL
OTHER FEES
 There
were no other fees billed by Stark Winter Schenkein & Co., LLP or by GBH
CPAs, PC 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 14, 2008
                By:
                /s/ David
      S. PereDavid
      S. Pere
                  Chief
      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 14, 2008.
  Signature
                
                Title
                
                Date/s/ David
      S. Pere
                
                President
      (Principal Executive Officer, Principal
                
                April
      14, 2008David
      S. Pere
                
                Financial
      & Accounting Officer), Director
    18