SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  FORM 10-KSB

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


      For the Fiscal Year Ended:               Commission File Number:
          December 31, 2000                            0-21092

                                  OCTuS, INC.
                             ------------------------------
         (Name Of Small Business Issuer As Specified In Its Charter)

              California                              33-0013439
    -------------------------------        --------------------------------
    (State Or Other Jurisdiction Of                (I.R.S. Employer
     Incorporation Or Organization)               Identification No.)

                           600 "B" Street 18th Floor
                              San Diego, CA 92101
                           -------------------------
                   (Address Of Principal Executive Offices)

                Issuer's telephone number, including area code:
                                (619) 446-2107
                                --------------

      Securities registered pursuant to Section 12(b) of the Act:  None

      Securities registered pursuant to Section 12(g) of the Act:  Units
      consisting of one Share of Common Stock and one Warrant to purchase
                        Common Stock (Title of Class)

     Indicate by check mark whether the Issuer (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

       (1)  YES     X     NO           (2)  YES     X     NO
                    -            -                  -            -

     Indicate 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.

Issuer's revenue for the most recent fiscal year:  $  -0-

The aggregate market value of the voting stock held by nonaffiliates of the
Issuer:  $ 21,000 as of March 30, 2001.

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, No Par Value
         Outstanding at December 31, 2000:  4,223,390 shares

         Class:                             Series C Preferred
         Outstanding at December 31, 2000:  250,000 shares

Documents Incorporated by Reference:  None.

===============================================================================
<PAGE>
                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

     INTRODUCTION

     OCTuS, Inc. (the "Company" or "OCTuS") was incorporated in October 1983
under the laws of the State of California. In December 1991, in connection with
its shift in focus from the laser printer to the computer-telephone integration
market, the Company's name was changed from Office Automation Systems, Inc. to
OCTuS, Inc. In January 1993, the Company completed an initial public offering
of 2,000,000 units each consisting of one share of Common Stock and one Warrant
to purchase one share of Common Stock. The Company's Common Stock (OCTS),
Warrants (OCTSW) and Units (OCTSU) has traded on the OTC Bulletin Board until
February of 2000 when it started trading on pink sheets.

     The core of the Company's technology from its inception until 1991 was
comprised of software for use in controllers for laser printers and related
imaging devices. The Company incorporated this technology into its own
LaserPro(R) laser printer products and also licensed the technology to third
parties. In 1991, because of low margins and competition, the Company shifted
its primary focus from laser printer controller technology to the development
of the OCTuS PTA product line.

     From 1991 to early 1995, the Company was engaged primarily in the design
and development of computer software and associated hardware products focused
on the integration of the personal computer and the telephone. During that
time, the Company has developed a software product called OCTuS PTA(TM)
("Personal Telephone Assistant"), which incorporates a Microsoft Windows(TM)
graphical user interface ("GUI") and enables users to operate and integrate
telecommunications, facsimile transmission and receipt, telephone and personal
voice mail from a desktop or portable computer using the "point and click" of a
hand-held mouse. The Company shipped the first retail version of OCTuS PTA in
December 1993.

     In March 1995, the Company 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. Upon
execution of the Cintech agreement in March 1995, the Company shifted its focus
to a plan of pursuing licensing of the components of OCTuS PTA to third parties
for use in their respective products.

     On September 5, 1995, the Company entered into a product development and
license agreement with Ascom Telecommunications Limited ("Ascom") of the
United Kingdom. The agreement provided Ascom with an exclusive license to
manufacture and sell to distributors, resellers and end users in Europe a
special version of OCTuS PTA that had been modified to operate through the
personal computer's serial port with Ascom's proprietary telephone. The
agreement provided that Ascom pay the Company a total of $65,000 for the
required modifications to the standard OCTuS PTA product.

     Although the Company received $65,000 from Ascom as payment for the
required modifications to the standard OCTuS PTA program, on March 10, 1998,
Ascom terminated the Company's contract. The loss of this contract, the
Company's only contract for the OCTuS PTA software, seriously impaired the
ability of the company to sustain operations, and forced the Company to seek
alternative business opportunities. As of this date, the Company is actively
seeking such alternative business opportunities, which may include acquisition
of other software products, or acquisition of some other technology. Although
the Company is seeking such opportunities, it is unlikely that the Company will
be able to consummate any such transaction, which would generate sufficient
revenues to sustain the Company's operations.  Additional capital will likely
have to come from issuing additional equity interest, which can not happen
without dramatically diluting the existing equity ownership of the Company's
Common stockholders.

     EMPLOYEES

     The Company did not add to its workforce during the year ended
December 31, 2000; as of August 30, 2000, the Company's, President
John C. Belden, who is based at the Company's San Diego, California
headquarters, was retained on a consulting basis under a six-month contract.
The Company's intention is to extend the contract.

                                    -  2 -
===============================================================================
<PAGE>
ITEM 1a.  FACTORS WHICH MAY AFFECT FUTURE RESULTS.

     HISTORY OF OPERATING LOSSES

     For the calendar year ended December 31, 2000, the Company recorded a loss
of $46,385. For the calendar year ended December 31 1999, the Company recorded
a loss of $ 54,167.

     At December 31, 2000, the Company had no tangible assets, no working
capital, an accumulated deficit of $22,798,734 and a shareholders' deficit of
$629,841. With both the Cintech and the Ascom transactions terminated, and
considering that the Company at this time has no product available for sale,
the Company will continue to generate significant losses. Unless the Company
acquires a new technology or product it is unlikely that the Company will be
profitable in the future.

     NEED FOR ADDITIONAL CAPITAL

     The Company's cash on hand as of March 30, 2001 was $2,850, which is
inadequate to meet the Company's budgeted operating requirements. Additional
cash resources are required to sustain the Company's operations. Since
September 2000 operations have been funded by loans from Grupo Dynastia S.A
a Panamanian company., one of the Company's principal shareholders, it should
be noted that the Company has no commitment from any party to provide
additional capital and there is no assurance that such funding will be
available when needed or, if available, that its terms will be favorable or
acceptable to the Company. Should the Company be unable to obtain additional
capital when and as needed, it could be forced to cease business activities
altogether. It is unlikely that the Company will be able to raise additional
capital without dramatically diluting the existing equity ownership of the
Company's Common stockholders.

     RESTRUCTURING OF OPERATIONS

     The Company underwent substantial restructuring in 1994 and 1995,
primarily as a result of continued operating losses. This restructuring
included a substantial reduction in the Company's workforce from 46 employees
(as of March 31, 1994) to one employee (as of December 31, 2000) as well as
relocation of its headquarters to another facility with lower operating costs.
In addition, Ray M. Healy became the Company's President and Chief Executive
Officer in November 1994. However, Mr. Healy resigned as the Company's
President and Chief Executive Officer on May 31, 1995 in order to pursue other
opportunities and Mr. Belden was re-appointed to that position. Mr. Belden is
the sole remaining executive officer of the Company. Mr. Donald O. Aldridge, a
director of the Company since June 1995, was appointed Chairman of the Board of
the Company in October 1995. In June 1996, the Company sold to ATI 250,000
shares of Series C Preferred Stock (which votes with the Company's Common Stock
with each share of Series C Preferred Stock having ten votes) for $151,000 and
issued warrants to purchase up to an additional 3,000,000 shares of the
Company's Common Stock at an exercise price according to the following
schedule: $0.43 per share for the first 1,000,000 shares, $0.50 per share for
the second 1,000,000 shares, and $0.75 per share for the final 1,000,000
shares. In August of 2000, Ownership of the warrants and Preferred C Shares
were transferred to Grupo Dynastia S.A. a Panamanian company. Mr. Aldridge
resigned from the board in October 1998 and was replaced by
Mr. Ronald A. Newcomb in December 1998 who has served as Chairman of the Board
since that time.

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

     TRANSACTIONS WITH AFFILIATES

     The Company has been a party to certain transactions with related persons
and affiliates. The Company believes that all such transactions were in its
best interests and on terms no less favorable to the Company than could have
been obtained from unaffiliated third parties and each transaction was approved
by disinterested and independent members of the Board of Directors. However,
such agreements were not always reached as the result of arms-length
negotiations. In June 1996, the Company sold to Advanced Technologies
International, Ltd. ("ATI") 250,000 shares of Series C Preferred stock (which
votes with the Common Stock with each share of Series C Preferred Stock having
ten votes) for $151,000, and issued warrants to purchase up to an additional
3,000,000 shares of the Company's Common Stock at an exercise price according
to the following schedule: $0.43 per share for the first 1,000,000 shares,
$0.50 per share for the second 1,000,000 shares, and $0.75 per share for the
final 1,000,000 shares. The Company had been meeting its liquidity needs
through loans from ATI until August 1998 when ATI ceased funding the Company
and subsequently declared bankruptcy.  The loan balance as of December 31, 2000
was $ 428,311. The Company accrues 10.0% simple interest on such loans and the
loan is due within five (5) days of the Company's receiving sufficient funds
from the exercise of warrants. Smith Technology Development, LLC during 1999
through a bankruptcy purchase agreement, acquired the note, stock and warrants.
Subsequently, during 2000, the note, stock and warrants were transferred in a
sale Grupo Dynastia S. A., a Panamanian company. There is no assurance that
Grupo Dynastia S. A. or subsequent owners of the notes and warrants will
continue to fund the Company or that exercise of the warrants will enable the
Company to repay such loans. Should the Company be unable to obtain additional
revenues, and/or raise additional capital, it could be forced to cease business
activities altogether.

                                    -  3 -
===============================================================================
<PAGE>
     NOTES AND ADVANCES PAYABLE

     From September 2000 through December 2000, Grupo Dynastia S. A. advanced
$32,168 to the company secured by notes bearing interest at the rate of 10% per
annum.  From January 2001 through March 2001, Grupo Dynastia S.A advanced
another $25,000 to the Company secured by notes bearing interest at the rate of
10% per annum.  See also transactions with affiliates above.

     TRADING MARKET/DELISTING FROM NASDAQ SMALLCAP MARKET/VOLATILITY OF
     STOCK PRICE

     In January 1993, the Company completed an initial public offering of
2,000,000 Units, each unit comprised of one share of Common Stock and one
Common Stock Purchase Warrant. These securities were quoted on the Nasdaq
SmallCap Market until February 1, 1995, at which time they were delisted due to
the Company's inability to meet that market's minimum capital and surplus
requirements. The securities now trade on the "pink sheets", maintained by the
National Quotation Bureau, Inc., which are generally considered to be less
efficient markets. While the Company intends to reapply for listing on the
Nasdaq SmallCap Market if conditions are favorable for it to do so, there can
be no assurance that the Company's securities will be accepted by the Nasdaq
SmallCap Market upon application by the Company for relisting.

     The market price of the Common Stock, Units, and Warrants, like that of
the securities of many other high technology companies, has been highly
volatile. Factors such as fluctuation in the Company's operating results,
announcements of technological innovations or new products by the Company or
its competitors, developments in the Company's strategic alliances with other
companies, and general market conditions may have a significant effect on the
market price of the Common Stock. See table in Part II, Item 5, "Market for
Common Equity and Related Stockholder Matters."

     EFFECT OF CERTAIN ANTI-TAKEOVER CHARTER AND BYLAW PROVISIONS

     Certain provisions of the Company's Amended and Restated Articles of
Incorporation (the "Articles") and Bylaws could have the effect of making it
more difficult for a third party to acquire, or could discourage a third party
from attempting to acquire, control of the Company. Such provisions may limit
or reduce the price that investors might be willing to pay for shares of the
Common Stock. Certain of such provisions allow the Company to issue preferred
stock with rights senior to those of the Common Stock and impose various
procedural and other requirements that could make it more difficult for
shareholders to effect certain corporate actions. The Articles also provide for
a classified board in the event the Company's shares are traded on a national
securities exchange or the Nasdaq National Market. A classified board could
make it more difficult for a third party to acquire control, or could
discourage a third party from attempting to acquire, control of the board.

                                    -  4 -
===============================================================================
<PAGE>
ITEM 2.  DESCRIPTION OF PROPERTY.

     In October 1996, the Company moved its offices to a 400 square foot office
suite in an area of northern San Diego known as the "Golden Triangle". Since
November 1999 the company uses only floor space in the office of its sole
officer, John Belden at 600 "B" Street 18th Floor San Diego, CA. The company
pays no rent for the use of this space.

     The Company does not maintain any other leases for office space and owns
no real property.

ITEM 3.  LEGAL PROCEEDINGS.

     None.

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

     No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.


PART II

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

     The Company's Common Stock, Units and Warrants were quoted on the Nasdaq
Small-Cap Market under the symbols OCTS, OCTSU and OCTSW, respectively, upon
completion of the Company's initial public offering on January 15, 1993 until
February 1, 1995. On February 1, 1995, the Company's securities were delisted
from the Nasdaq Small-Cap Market due to the Company's inability to meet that
market's minimum capital and surplus requirements. Since February 1, 1995, the
Company's securities have been traded on the OTC Bulletin Board.  The Company's
securities now trade on the "pink sheets"

     Set forth below are the ranges of high and low bid prices for the Common
Stock as reported by Nasdaq from March 31, 1999, through March 31, 2000.
Quotations reflect interdealer prices without retail markup, markdown, or
commissions and may not represent actual transactions.
<TABLE>
                                 COMMON STOCK
<CAPTION>
     QUARTER ENDED                              HIGH              LOW
<S>                                             <C>              <C>
     March 31, 1999 (1)                          1/8              1/32
     June 30, 1999 (1)                           .06              .03
     September 30, 1999 (1)                      .05              .03
     December 31, 1999 (1)                       .04              .03
     March 31, 2000 (1)                          .05              .03
     June 30, 2000 (1)                           .02              .01
     September 30, 2000 (1)                      .01              .005
     December 31, 2000 (1)                       .005             .005
     March 31, 2001 (1)                          .005             .005

<FN>
     (1)  OTC "Pink Sheets"
</TABLE>

     On March 31, 2001, the closing price of the Company's Common Stock on the
OTC Bulletin Board was $0.005 per share.

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

     As of March 31, 2001, there were approximately 975 holders of the
Company's Common Stock, and one holder of the Company's Series C Preferred
Stock, the Company's only outstanding classes of securities.

                                    -  5 -
===============================================================================
<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.

     This information should be read in conjunction with the audited financial
statements and notes thereto which begin on page F-1 of this report for the
years ended December 31, 2000 and 1999, respectively.

     OVERVIEW

     OCTuS was incorporated in 1983 to develop a low cost controller for laser
printers. By the end of 1985, the Company had developed a laser printer
controller with a proprietary page description language, which it incorporated
into laser printers and marketed under the LaserPro(R) trademark. The Company
was also licensing its laser printer controller technology. This strategy
produced increasing sales and profits until mid-1989 when profits began to
decline primarily as a result of low margins and other competitive reasons
caused by the high cost of the necessary component parts in relation to the
competitive market price and the dominant market position of larger high-volume
competitors. Although there is no assurance, the Company does not expect the
foregoing factors to significantly affect the OCTuS PTA line of products
because software products do not rely so heavily on component parts supplied by
other manufacturers. While royalties from printer licensing agreements provided
working capital, the Company began to suffer operating losses in 1989, which
have continued through the present.

     In early 1991, the Company began shifting its emphasis from laser printer
controller products to the development of its new product line. Since 1991, the
Company has made significant changes to its business, management and
operations. However, until September 1993, substantially all of the Company's
revenues were derived from business activities involving the Company's laser
printer technology and technology licensing agreements. In September 1993, the
Company sold substantially all of the assets and inventory of the laser printer
business to National Computer Systems, Inc. ("NCS"). Since that time, the
Company has not generated significant revenues from sales of its OCTuS PTA
product due to poor product sales and lack of broad market acceptance. As a
result, in 1994, the Company was required to significantly downsize its staff
and reduce its operating expenses, which continued into 1995. See Part I,
"Description of Business," "--Employees," and "--Factors Which May Affect
Future Results," "---Restructuring of Operations."

     In March 1995, the Company 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. Since
that time, the Company has focused its efforts on the licensing of its OCTuS
PTA technology to third parties for incorporation by such parties into their
own respective product lines. Although several companies have expressed
interest in licensing the Company's technology, no significant licensing
arrangements have been entered into to date, nor can there be any assurance
that the revenue from any such licensing agreements will be sufficient to
sustain the Company's operations. In such case, the Company will be required to
curtail business altogether. In March of 1997, Cintech elect not to renew its
agreement with the Company, thereby leaving the Company with no current means
of distribution of its products. See Part I, "Description of Business,"
"--OCTuS PTA",

     The discussion and analysis set forth below covers the following
comparative periods: the calendar years ended December 31, 2000 and
December 31, 1999

                                    -  6 -
===============================================================================
<PAGE>
     RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

     ROYALTY AND TECHNOLOGY INCOME.  There was no royalty income for the fiscal
year ending December 31, 2000, which represented no change, from the same
period in 1999.

     INTEREST INCOME.  There was no interest income for the fiscal year ending
December 31, 2000, which represented no change, from the same period in 1999.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses for calendar year 2000 increased $ 21,283, from
$ 11,499 in the fiscal year ending December 31, 1999 to $ 32,782 in the fiscal
year ending December 31, 2000. The increase resulted from efforts to bring the
company current with its financial reporting.

     RESEARCH AND DEVELOPMENT.  There were no research and development expenses
for the fiscal years ending December 31, 2000 and 1999

     EXTRAORDINARY ITEM.  The Company had defaulted on $29,210 due to a finance
company.  The Company has determined that the period for collection on this
debt has expired and as a result, the Company has written off the debt and
recognized an extraordinary gain of $29,210.

     NET LOSS/GAIN.  The Company experienced a net loss of $ 46,385 for the
fiscal year ended December 31, 2000. This reflects a decrease of $ 7,782 under
the loss of  $54,167 for the fiscal year ended December 31, 1999 reflecting the
cutback of expenses.

     LIMITATIONS ON NET OPERATING LOSS AND CREDIT CARRYFORWARDS

     As of December 31, 2000 the Company had significant tax credit and
research carry forwards for federal tax reporting purposes which expire through
2008. Additionally, the Company has federal and state net operating loss carry
forwards, expiring through 2015. Because of a substantial change in the
Company's 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 the Company's initial public offering.

     LIQUIDITY AND CAPITAL RESOURCES

     For the year ended December 31, 2000 the Company incurred a net loss of
$ 46,385. Cash on hand as of December 31, 2000 was $172. In March 1997, Cintech
elected not to renew its license to distribute OCTuS PTA. Management believes
that without an influx of significant new funds, the Company's cash on hand and
revenues from operations will not be sufficient to sustain its operations
through the rest of 2000. Although the Company has actively been pursuing new
investment, there can be no assurance that any new investment will be entered
into by the Company, or that the terms of any such agreements will be on terms
favorable to the Company. In June 1996, the Company sold to Advanced
Technologies International, Ltd. ("ATI") 250,000 shares of Series C Preferred
stock (which votes with the Common Stock with each share of Series C Preferred
Stock having ten votes) for $151,000 and issued warrants to purchase up to an
additional 3,000,000 shares of the Company's Common Stock at an exercise price
according to the following schedule: $0.43 per share for the first 1,000,000
shares, $0.50 per share for the second 1,000,000 shares, and $0.75 per share
for the final 1,000,000 shares. The Company had met its liquidity needs through
loans from ATI until August 1998 when ATI ceased funding the Company and
subsequently declared bankruptcy.  During 1999, Smith Technology Development,
LLC acquired the note, stock and warrants through a bankruptcy purchase
agreement. Subsequently, during 2000, the note, stock and warrants were
transferred in a sale to Grupo Dynastia S. A., a Panamanian company. The loan
balance as of December 31, 2000 was $ 428,311. The Company accrues 10.0% simple
interest on such loan and the loan is due within five (5) days of the Company's
receiving sufficient funds from the exercise of warrants. There is no assurance
that Grupo Dynastia S.A. or subsequent owners of the notes and warrants will
continue to fund the Company or that exercise of the warrants will enable the
Company to repay such loans. Should the Company be unable to obtain additional
revenues, which is likely, and/or raise additional capital, it could be forced
to cease business activities altogether See Part I, Description of Business,
"OCTuS PTA," "Strategic Alliances and Market Reception," and "General
Distribution Strategy."

ITEM 7.  FINANCIAL STATEMENTS.

     The full text of the Company's audited financial statements for the fiscal
year ended December 31, 2000 begins on page F-1 of this Report.

ITEM 8.  ACCOUNTING AND FINANCIAL DISCLOSURE.

     In April 1999 the Company changed accountants, the Company has been
delinquent on its SEC filings and filed a Form 8-K for this event in
November 2000.  There were no disagreements with the former accountants
regarding accounting principles or reporting.  In February 2001, the company
changed accountants and filed a Form 8-K for this event in February 2001.
There were no disagreements with the former accountants regarding accounting
principles or reporting.

                                    -  7 -
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<PAGE>
                                   PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
<TABLE>
ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth, for the fiscal years ending
December 31, 2000 and 1999, the cash compensation paid by the Company, as well
as certain other compensation paid or accrued for those years, to Mr. Belden,
who served as Chief Executive Officer of the Company. No other officers were
employed by the Company in 1999 or 2000 who earned over $100,000 in annual
salary and bonuses (the "named executive officers").
<CAPTION>
                                                            LONG-TERM COMPENSATION
                                                            -----------------------
                                 ANNUAL COMPENSATION                AWARDS
                            -----------------------------   -----------------------
                                                OTHER       RESTRICTED   SECURITIES
      NAME AND                                  ANNUAL        STOCK      UNDERLYING    ALL OTHER
PRINCIPAL POSITION   YEAR   SALARY   BONUS   COMPENSATION     AWARDS      OPTIONS     COMPENSATION
------------------   ----   ------   -----   ------------   ----------   ----------   ------------
<S>                  <C>    <C>      <C>     <C>            <C>         <C>           <C>
John C. Belden       2000   $7,000     0          0             0            0            -0-
   President & CEO   1999       0      0          0             0            0            -0-
------------------
</TABLE>
<TABLE>
     STOCK OPTION GRANTS TABLE

     The following table provides information concerning the grant of stock
options to the named executive officers of the Company during fiscal 2000 and
1999. The Company does not have any outstanding stock appreciation rights.
<CAPTION>
                  NUMBER OF       % OF TOTAL
                  SECURITIES       OPTIONS
                  UNDERLYING      GRANTED TO       EXERCISE
                   OPTIONS       EMPLOYEES IN       OR BASE       EXPIRATION
NAME     YEAR     GRANTED(#)      FISCAL YEAR     PRICE($/SH)        DATE
----     ----     ----------     ------------     -----------     ----------
<S>      <C>      <C>            <C>              <C>             <C>
None     2000         0               0               N/A            N/A
None     1999         0               0               N/A            N/A
</TABLE>
<TABLE>
           OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE

     The following table provides information with respect to the named
executive officers, concerning the exercise of stock options during fiscal 2000
and 1999 and unexercised options held as of the end of fiscal 2000 and 1999.
<CAPTION>
                                                     NUMBER OF
                                                     SECURITIES       VALUE OF
                                                     UNDERLYING      UNEXERCISED
                                                     UNEXERCISED    IN-THE-MONEY
                                                     OPTIONS AT      OPTIONS AT
                                                      FY-END(#)       FY-END($)
                          SHARES                    -------------   -------------
                        ACQUIRED ON      VALUE      EXERCISABLE/    EXERCISABLE/
NAME             YEAR   EXERCISE(#)   REALIZED($)   UNEXERCISABLE   UNEXERCISABLE
--------------   ----   -----------   -----------   -------------   -------------
<S>              <C>    <C>           <C>           <C>             <C>
John C. Belden   2000        0              0         389,799/0          0/0
                 1999        0              0         389,799/0          0/0
</TABLE>


                                    -  8 -
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<PAGE>
     EMPLOYMENT AGREEMENTS AND TERMINATION OF EMPLOYMENT

     Effective July 17, 1996, the Board of Directors authorized and approved
a two year Employment Agreement for its Chief Executive Officer, John Belden.
Mr. Belden has continued to served as the Chief Executive Officer on an at will
basis after his employment agreement ended on July 17, 1998.  The Company
accrued wages for Mr. Belden through the end of 1998.  In January 1999 the
Company's activities had subsided and Mr. Belden found other full time
employment, therefore the Company stopped accruing wages at that time.
In total the Company owed Mr. Belden $48,604 at December 31, 1998, the amount
was still owed at December 31, 1999.  In August 2000 Mr. Belden converted the
accrued wages into paid in capital.
<TABLE>
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the
beneficial ownership of the Company's Voting Stock as of March 31, 2001, by
(i) each of the Company's named executive officers and directors;
(ii) the Company's named executive officers and directors as a group; and
(iii) shareholders known by the Company to beneficially own more than 5% of any
class of the Company's voting securities. For purposes of this Proxy Statement,
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, the Company believes
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.,
600 "B" Street 18th Floor San Diego, CA 92101.
<CAPTION>
                                              NUMBER OF
                              NUMBER OF        SERIES C
                               COMMON         PREFERRED
                                  SHARES          SHARES
                                BENEFICIALLY    BENEFICIALLY         PERCENT
NAME                               OWNED           OWNED             OF CLASS
-------------------------       ------------    ------------    ---------------
<S>                             <C>             <C>             <C>
OFFICERS AND DIRECTORS
Ronald A. Newcomb (2)              193,000                      4.57% of
Chairman; Director                                                Common Stock
                                                                2.6% of
                                                                  Voting Stock

John C. Belden (1)                 389,799                      8.44% of
President & CEO, Director                                         Common Stock,
                                                                  if issued
                                                                5.47% of
                                                                  Voting Stock

Robert A. Freeman (1)(3)            25,000                      0.59% of
                                                                  Common Stock,
                                                                  if issued

Grupo Dynastia S.A. (4)(6)(7)    3,000,000        250,000       41.53% of
                                                                  Common Stock,
                                                                  if issued
                                                                100% of
                                                                  Preferred
                                                                  Stock issued
                                                                37.19% of
                                                                  Voting Stock

RUBICON PETROLEUM OF               228,000                      5.39% of
  TEXAS INC (5)                                                   Common Stock
                                                                3.39% of
                                                                  Voting Stock

EXECUTIVE OFFICERS AND                                          11.43% of
DIRECTORS AS A GROUP                                              Common Stock

(3 persons)(1)                     607,799                      8.51% of
                                                                  Voting Stock
<FN>
-----------
(1)  Includes the following shares issuable upon exercise of stock options
     which are exercisable within 60 days from: Mr. Belden, 389,799;
     Mr. Freeman, 25,000.

(2)  Mr. Newcomb's address is 5514 Waring Rd. San Diego CA 92120-1852

(3)  Mr. Freeman's address is. 525 Seabright Lane, Solana Beach, CA 92075

(4)  Formerly owned by Advanced Technologies International, Ltd. ("ATI") and
     reported in a Schedule 13D filed on July 12, 1996 by ATI. Taken over by
     Smith Technologies International, Ltd. their address is 9265 Dowdy Drive,
     Suite 107, San Diego, CA 92126. Warrants to purchase 3,000,000 shares of
     Common Stock at prices ranging from $.43 to $.75 per share. Warrants are
     not calculated into any percentages. Sold to Grupo Dynastia S. A in
     August 2000.

(5)  The address of RUBICON PETROLEUM OF TEXAS INC listed in the 13d filing
     made November 20, 1998 is 6 Pine Rd, Colorado Springs CO 80906. According
     to the 13d, this entity owns 228,000 shares of common stock.

(6)  Preferred C shares have 10:1 voting rights and are therefore calculated by
     the rights, not the number of shares.

(7)  The address of  Grupo Dynastia S. A. is Apartado Postal 55-0295,
     Patilla Panama City, Republic de Panama
</TABLE>

                                    -  9 -
===============================================================================
<PAGE>
                              CHANGE IN CONTROL

     In June 1996, the Company sold to Advanced Technologies International,
Ltd. ("ATI") 250,000 shares of Series C Preferred Stock for $151,000 and issued
warrants to purchase up to an additional 3,000,000 shares of the Company's
Common Stock. While voting power was disbursed among the Company's shareholders
prior to the ATI transaction, ATI controlled 56.6% of the voting power
(assuming exercise by ATI of the warrant) of the Company's Voting Stock.
ATI declared Bankruptcy in 1999 and the Preferred Stock and warrants were
subsequently purchased by a Foreign entity in September 2000.
<TABLE>
                       INFORMATION REGARDING DIRECTORS

     The information set forth below as to each Director has been furnished to
the Company by the respective Director:
<CAPTION>
                                                             DIRECTOR
NAME                PRESENT POSITION WITH THE COMPANY         SINCE     AGE
-----------------   --------------------------------------   --------   ---
<S>                 <C>                                      <C>        <C>
Ronald A. Newcomb   Chairman of the Board; Director           1998       49

John C. Belden      President and Chief Executive Officer;    1989       71
                    Chief Financial Officer; Director

Robert A. Freeman   Director; Assistant Secretary             1983       62
</TABLE>

     Mr. Newcomb was appointed to the board in December 1998 and has served as
Chairman of the Board since that time. Since 1986, he has served as President
and Director of MAC Asset Management LLC a consulting firm in San Diego and is
the former owner of KLVW 100.1 FM in San Diego. His background includes service
as director of numerous companies and organizations in the US and abroad.

     Mr. Belden has served as a director of the Company since October 1989, as
its President and Chief Executive Officer from March 1990 to November 1994, and
as its Chairman from November 1994 to October 1995. He was re-appointed
President and Chief Executive Officer in June 1995 following Ray M. Healy's
resignation. From November 1990 to July 1992, and since August 1994, he has
also served as the Company's Chief Financial Officer. From March 1995 to
January 1997, he served as Corporate Secretary. From June 1984 until assuming
his current position, Mr. Belden served as Vice President, Marketing of the
American Electronics Association.

     Mr. Freeman, a co-founder and an original director of the Company, has
served as a director since 1983 and as Assistant Secretary of the Company since
1996. In addition, he has served in other positions with the Company, including
Vice President, Marketing, in 1988 and Vice President, Research and
Development, from 1983 to 1987. Since 1989, Mr. Freeman has provided consulting
services from time to time in addition to his duties as a director. Since 1991,
Mr. Freeman has been a partner in RJ Engineering which has, from time to time,
provided consulting services to the Company. Mr. Freeman also served as Chief
Operating Officer of Pan Pacific Technology Group from 1989 to 1991.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company had been meeting its needs for cash through loans from ATI.
The loan balance had been increasing at approximately $15,000 per month until
August 1998 when ATI ceased funding the Company. The Company accrues 10.0%
simple interest on such loans and the loan is due within five (5) days of the
Company's receiving sufficient funds from the exercise of warrants. ATI
declared Bankruptcy in 1999 and the Note, Preferred Stock and warrants were
subsequently purchased by a Grupo Dynastia S. A. during September 2000.
Since September 2000, Grupo Dynastia S. A has advanced the Company $57,168
earning 10 % per annum.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     The Company did not file any reports on Form 8-K during the last quarter
of the period covered by this report. However, Form 8-K was filed on
November 22, 2000 to report a change in the Company's Auditors. Form 8-K was
filed in February 2001 to report a change in the Company's Auditors.

                                    - 10 -
===============================================================================
<PAGE>
                                 OCTuS, INC.

                                  SIGNATURES

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

                                       OCTuS, INC.


Date:  April 12, 2001                  /s/  John C. Belden
                                       ----------------------------
                                            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 12, 2001.

Signature                        Title                               Date
-----------------    -----------------------------------------   -------------

-----------------    President (Principal Executive Officer,     April __, 2001
John C. Belden       Principal Financial & Accounting Officer)
                     Director

-----------------    Director and Chairman of the Board          April __, 2001
Ronald A. Newcomb

-----------------    Director                                    April __, 2001
Robert A. Freeman


                                    - 11 -
===============================================================================
<PAGE>
<TABLE>
EXHIBIT INDEX
<CAPTION>
                                                                   SEQUENTIALLY
EXHIBIT                                                              NUMBERED
NUMBER                     DESCRIPTION NUMBERED                        PAGE
-------     --------------------------------------------------     ------------
<S>         <C>                                                    <C>
 3.1        Amended and Restated Articles of Incorporation               +

 3.1.1      Certificate of Determination of Preferences of
            Series C Preferred Stock of OCTuS, Inc.                     ++

 3.2        Amended Bylaws                                               !

 9          Irrevocable Proxy from Tokyo Electric Co., Ltd.
            (included in Exhibit 10.26.1)                                *

10.3        Sample Warrant                                               *

10.4        Amended and Restated 1987 Nonstatutory Stock                 +
            Option Plan

10.5        Form of Stock Option Agreement, Non-Qualified
            Options, 1987 Plan                                           *

10.6        Amended and Restated 1988 Nonstatutory Stock
            Option Plan                                                  *

10.7        Form of Stock Option Agreement, Non-Qualified
            Options, 1988 Plan                                           *

10.8        Amended and Restated 1992 Key Executive Stock
            Purchase Plan                                                *

10.9        Lease dated April 7, 1995 by and between Mistek
            Investment Group and OCTuS, Inc. for
            8352 Clairemont Mesa Blvd., San Diego, CA 92111            +++

10.10       Standard Industrial Net Lease dated July 29, 1994 by
            and between Sorrento Corporate Center and OCTuS,
            Inc., for 9944 Barnes Canyon Road, Suite A,
            San Diego CA 92121                                          ++

10.11       Lease Surrender Agreement dated April 8, 1995
            (as amended May 31, 1995), by and between
            Sorrento Corporate Center and OCTuS, Inc., for
            9944 Barnes Canyon Road, Suite A, San Diego,
            CA 92121                                                   +++

10.12       Employment Agreement dated June 1, 1992 by and
            between OCTuS, Inc. and John C. Belden, as amended
            May 14, 1993 and February 16, 1995                           #

10.16       Form of Indemnification Agreements entered into by and
            between OCTuS, Inc. and its officers and directors           *

10.17       401(k) Plan Document                                         *

10.18       Form of Unit Certificate                                     *

10.19       Directors 1993 Stock Option Plan                             +
            Form of Stock Option Agreement, Non-Qualified
            Options, 1993 Directors Stock Option Plan                   **

10.20       Warrant, Caledonian European Securities Ltd.,
            dated July 15, 1993                                         **

10.21       Warrant, Neil Haverty, dated July 15, 1993                  **

10.22       Warrant, Maroon Bells Capital Partners, Inc.,
            dated July 15, 1993                                         **

10.23       Promissory Note of Nolan K. Bushnell, dated as
            of February 8, 1993, payable to OCTuS, Inc.                 **

10.24       Stock Pledge Agreement by Nolan K. Bushnell in favor
            of OCTuS, Inc., dated February 8, 1993, as amended
            October 7, 1993                                             **

10.25       Purchase and Sale Agreement dated September 14, 1993
            by and between OCTuS, Inc. and National Computer
            Systems, Inc.                                               **

10.26       Letter Agreement dated January 26, 1995 by and
            between OCTuS, Inc. and National Computer Systems, Inc.      #

10.27       Purchase and License Agreement dated March 7, 1995
            by and between Cintech Tele-Management Systems, Inc.
            and OCTuS, Inc., as amended May 16, 1995                   +++

10.28       Product Development and License Agreement dated
            September 5, 1995 by and between Ascom
            Telecommunications Limited and OCTuS, Inc.                   !

10.29       Promissory Note dated December 1, 1995 from
            OCTuS, Inc. to Maroon Bells Capital Partners, Inc.           &

10.30       Stock and Warrant Purchase Agreement dated
            June 24, 1996 by and between OCTuS, Inc. and
            Advanced Technologies International, Ltd.                   ++

10.31       Warrant to Purchase Common Stock from OCTuS, Inc.
            to Advanced Technologies International, Ltd. dated
            June 24, 1996                                               ++

10.32       Agreement dated as of August 8, 1996 relating to
            settlement of claims among OCTuS parties and RAS/TAG
            parties.                                                     &

11          Statements re: computation of (loss) earnings
            per share and shares used in per share calculation         +++

16.1        Letter dated March 13, 1996 from Price Waterhouse
            to the Securities and Exchange Commission                    ~

<FN>
*     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.
</TABLE>

                                    - 12 -
===============================================================================
<PAGE>
                                 OCTuS, Inc.
<TABLE>
                              Table of Contents

<CAPTION>
                                                                        Page
<S>                                                                 <C>
Consolidated Balance Sheet                                              F-1

Consolidated Statements of Operations                                   F-2

Consolidated Statement of Changes in Stockholders' (Deficit)            F-3

Consolidated Statements of Cash Flows                                   F-4

Notes to Consolidated Financial Statements                           F-5 - F-11
</TABLE>


                                    - 13 -
===============================================================================
<PAGE>
                                 OCTuS, Inc.
<TABLE>
                          CONSOLIDATED BALANCE SHEET

<CAPTION>
                                                          December 31,
                                                       2000           1999
                                                   ------------   ------------
<S>                                                <C>            <C>
                     ASSETS

CURRENT ASSETS
  Cash                                             $        172   $          5
                                                   ============   ============


    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                 $     21,290   $     44,495
  Accrued liabilities                                     6,503         64,343
  Accrued interest - related party                      141,741         98,928
  Notes payable - related party                         460,479        427,011
                                                   ------------   ------------
     Total current liabilities                          630,013        634,777
                                                   ------------   ------------

STOCKHOLDERS' (DEFICIT)
  3.6% cumulative preferred stock, no par value,
    2,000,000 shares authorized, 250,000 shares
    issued and outstanding                              151,000        151,000
  Common stock, no par value, 100,000,000 shares
    authorized, 4,223,390 shares issued and
    outstanding                                      21,966,577     21,966,577
  Paid-in capital                                        51,316           -
  Accumulated deficit                               (22,798,734)   (22,752,349)
                                                   ------------   ------------
     Total stockholders' (deficit)                     (629,841)      (634,772)
                                                   ------------   ------------

                                                   $        172   $          5
                                                   ============   ============

<FN>
           The Notes to the Consolidated Financial Statements are an
                      integral part of these statements.
</TABLE>
                                      F-1
===============================================================================
<PAGE>
                                 OCTuS, Inc.
<TABLE>
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<CAPTION>
                                                     Year ended December 31,
                                                       2000           1999
                                                   ------------   ------------
<S>                                                <C>            <C>
Revenues                                           $       -      $       -
                                                   ------------   ------------

General and administrative expenses                      32,782         11,499
                                                   ------------   ------------

(Loss) from operations                                  (32,782)       (11,499)

Interest expense                                        (42,813)       (42,668)
                                                   ------------   ------------

Net (loss) before extraordinary item                    (75,595)       (54,167)

Extraordinary item
     Gain on forgiveness of debt,
       net of tax of $5,840                              23,370           -
                                                   ------------   ------------

Net (loss) before income taxes                          (52,225)       (54,167)

Income taxes (benefit)                                   (5,840)          -
                                                   ------------   ------------

Net (loss)                                              (46,385)       (54,167)

Preferred dividends                                       9,000          9,000
                                                   ------------   ------------

Net (loss) available to common shareholders        $    (55,385)  $    (63,167)
                                                   ============   ============

Per share information - basic and fully diluted
     Weighted average shares outstanding              4,223,390      4,223,390
                                                   ============   ============

(Loss) per common share:
     (Loss) from operations                        $     (0.02)   $     (0.01)
      Gain from extraordinary item                        0.01            -
                                                   ------------   ------------

Net (loss) per common share                        $     (0.01)   $     (0.01)
                                                   ============   ============

<FN>
           The Notes to the Consolidated Financial Statements are an
                      integral part of these statements.
</TABLE>
                                      F-2
===============================================================================
<PAGE>
                                 OCTuS, Inc.
<TABLE>
         CONSOLIDATE4D STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
                    YEARS ENDED DECEMBER 31, 2000 AND 1999

<CAPTION>
                                   Number of   Number of                                                          Total
                                   Preferred    Common     Preferred     Common      Paid-in   Accumulated    Shareholders'
                                    Shares      Shares       Stock        Stock      Capital     Deficit        (Deficit)
                                   ---------   ---------   ---------   -----------   -------   ------------   -------------
<S>                                <C>         <C>         <C>         <C>           <C>       <C>            <C>
Balance, December 31, 1998           250,000   4,223,390   $ 151,000   $21,966,577   $  -      $(22,698,182)    $(580,605)
  Net (loss) for the year ended
     December 31, 1999                  -           -           -             -         -           (54,167)      (54,167)
                                   ---------   ---------   ---------   -----------   -------   ------------     ---------
Balance, December 31, 1999           250,000   4,223,390     151,000    21,966,577      -       (22,752,349)     (634,772)
  Capital contribution                  -           -           -             -       51,316           -           51,316
  Net (loss) for the year ended
     December 31, 2000                  -           -           -             -         -           (46,385)      (46,385)
                                   ---------   ---------   ---------   -----------   -------   ------------     ---------
Balance, December 31, 2000           250,000   4,223,390   $ 151,000   $21,966,577   $51,316   $(22,798,734)    $(629,841)
                                   =========   =========   =========   ===========   =======   ============     =========

<FN>
           The Notes to the Consolidated Financial Statements are an
                      integral part of these statements.
</TABLE>
                                      F-3
===============================================================================
<PAGE>
                                 OCTuS, Inc.
<TABLE>
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                     Year ended December 31,
                                                       2000           1999
                                                   ------------   ------------
<S>                                                <C>            <C>
OPERATING ACTIVITIES
Net (loss)                                         $    (46,385)  $    (54,167)
Adjustments to reconcile net (loss) to net
  cash flows from operating activities:
     Forgiveness of debt                                (29,210)          -
Changes in:
  Accounts payable                                        6,005         11,044
  Accrued liabilities                                    (6,524)          (259)
  Accrued interest - related party                       42,813         42,668
                                                   ------------   ------------
     Net cash (used in) operating activities            (33,301)          (714)
                                                   ------------   ------------

INVESTING ACTIVITIES

                                                   ------------   ------------
     Net cash (used in) investing activities               -              -
                                                   ------------   ------------

FINANCING ACTIVITIES
Proceeds from notes payable - related party              33,468            500
                                                   ------------   ------------
     Net cash provided by financing activities           33,468            500
                                                   ------------   ------------

Net increase (decrease) in cash                             167           (214)

CASH AT BEGINNING OF YEAR                                     5            219
                                                   ------------   ------------

CASH AT END OF YEAR                                $        172   $          5
                                                   ============   ============


SUPPLEMENTAL CASH FLOWS INFORMATION:
Cash for paid for:
  Interest                                         $       -      $       -
                                                   ============   ============
  Income taxes                                     $       -      $       -
                                                   ============   ============

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Conversion of accrued salary into
     contributed capital                           $     51,316   $       -
                                                   ============   ============

<FN>
           The Notes to the Consolidated Financial Statements are an
                      integral part of these statements.
</TABLE>
                                      F-4
===============================================================================
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

OCTuS, Inc. (the "Company") was formed as a California corporation in 1983.
The Company was involved in the development of various printer controller
technologies.  However, the Company currently has no revenue generating
operations and is currently seeking strategic alternatives.

Basis of consolidation

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries.  Significant intercompany transactions have been
eliminated.

Use of estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period.
Actual results could differ significantly from those estimates.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments
with the maturity of three months or less are considered to be cash
equivalents.

Equipment

Property and equipment are recorded at cost.  Depreciation is calculated using
the straight-line method over the estimated economic lives of the property.

Revenue recognition

Revenue is recognized when earned.

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, 2000.  The
respective carrying value of certain on-balance-sheet financial instruments
approximated their fair values.  These financial instruments include cash,
accounts payable, and notes payable.  Fair values were assumed to approximate
carrying values for cash and payables because they are short term in nature and
their carrying amounts approximate fair values.


                                      F-5
===============================================================================
<PAGE>
Impairment of long-lived assets

Long lived assets and certain identifiable intangibles held and used by the
Company are reviewed for possible impairment whenever events or circumstances
indicate the carrying amount of an asset may not be recoverable or is impaired.
As of December 31, 2000, management does not believe there is any impairment of
the carrying amounts of assets.

Earnings (loss) per share

The Company follows Statement of Financial Accounting Standards No. 128.
"Earnings Per Share"  ("SFAS No. 128").  Basic earning per common share ("EPS")
calculations are determined by dividing net income by the weighted average
number of shares of common stock outstanding during the year.  Diluted earning
per common share calculations are determined by dividing net income by the
weighted average number of common shares and dilutive common share equivalents
outstanding.  During the periods presented common stock equivalents were not
considered as their effect would be anti-dilutive.

Stock-based compensation

The Company accounts for stock based compensation in accordance with SFAS No.
123, "Accounting for Stock-Based Compensation." The provisions of SFAS No. 123
allow companies to either expense the estimated fair value of stock options or
to continue to follow the intrinsic value method set forth in APB Opinion 25,
"Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro
forma effects on net income (loss) had the fair value of the options been
expensed. The Company has elected to continue to apply APB 25 in accounting for
its stock option incentive plans.

Recent pronouncements

The FASB recently issued Statement No 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of Effective Date of
FASB Statement No. 133". The Statement defers for one year the effective date
of FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities".  The rule now will apply to all fiscal quarters of all fiscal
years beginning after June 15, 2000.  In June 1998, the FASB issued
SFAS No. 133,  "Accounting for Derivative Instruments and Hedging Activities".
The Statement permits early adoption as of the beginning of any fiscal quarter
after its issuance.  The Statement will require the Company to recognize all
derivatives on the balance sheet at fair value.  Derivatives that are not
hedges must be adjusted to fair value through income.  If the derivative is a
hedge, depending on the nature of the hedge, changes in the fair value of
derivatives will either be offset against the change in fair value of the
hedged assets, liabilities, or firm commitments through earnings or recognized
in other comprehensive income until the hedged item is recognized in earnings.
The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings.  The Company has not engaged in any hedging
activities for the years ended December 31, 2000 or 1999.


                                      F-6
===============================================================================
<PAGE>
The Securities and Exchange Commission released Staff Accounting Bulletin
No. 101, Revenue Recognition in Financial Statements (SAS No. 101), which
provides guidance on the recognition, presentation and disclosure of revenue in
financial statements.  SAB No. 101 did not impact the Company's revenue
recognition policies.


NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Company as a going concern.  The Company has a working capital and
shareholders' deficiency of $629,841 and an accumulated deficit of
$22,798,734 as of December 31, 2000.  The Company has generated recurring
losses, aggregating $46,385 and $54,167 in 2000 and 1999, respectively.

The Company is currently seeking a viable business to merge with and, in
addition, is seeking equity capital.  However, the Company has no commitment
from any party to provide additional capital and there is no assurance that
such funding will be available when needed, or if available, that its terms
will be favorable or acceptable to the Company.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the possible
inability of the Company to continue as a going concern.


NOTE 3 - INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes"  ("SFAS No. 109"), which
requires use of the liability method.  SFAS No. 109 provides that deferred tax
assets and liabilities are recorded based on the differences between the tax
bases of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences.  Deferred tax assets
and liabilities at the end of each period are determined using the currently
enacted tax rates applied to taxable income in the periods in which the
deferred tax assets and liabilities are expected to be settled or realized.

The net deferred tax assets as of December 31, 2000, in the accompanying
balance sheet includes the following components:

          Deferred tax asset                 $7,735,000
          Less: valuation allowance          (7,735,000)
                                             ----------
                                             $     -
                                             ==========

The net change in valuation allowance for the year ended December 31, 2000
was $13,000.


                                      F-7
===============================================================================
<PAGE>
The types of temporary differences between the tax basis of assets and their
financial reporting amounts that give rise to a significant portion of the
deferred tax asset are as follows:
                                              Temporary           Tax
                                              Difference         Effect
                                             ------------     ------------
Net operating loss carry forward:            $ 22,750,000     $  7,735,000
                                             ============     ============

The net operating loss carry forward will expire through 2020.

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate of 34% to income before income taxes due to
the effect of the net operating loss.  The net operating loss negates any
provision for income taxes.


NOTE 4 - STOCKHOLDERS' (DEFICIT)

Common stock

On January 15, 1993, the Company completed an offering of 2,000,000 units at
the initial public offering price of $6.00 per unit.  Each unit consisted of
one share of Common Stock, no par value, and one common stock purchase warrant.

The Company's Common Stock, units and warrants were delisted from the NASDAQ
Small-Cap Market as of February 1, 1995 due to the Company's inability to meet
that markets minimum capital and surplus requirements, and were traded on the
OTC Bulletin Board until February 2000.  Since this date the Company's Common
Stock has been trading on the National Quotation Bureau Pink Sheets.

Preferred stock

In July 1996 the Company issued 250,000 of its Series C Preferred Stock and one
five-year stock purchase warrant for 3,000,000 shares of its common stock for
$151,000.  The exercise price is subject to adjustment at the discretion of the
Board of Directors.  The exercise price as of December 31, 2000 is $0.43 per
share.  The Company has granted piggyback and demand registration rights to the
investor with respect to the shares of Common Stock underlying such warrant.

The cumulative Series C Preferred Stock is senior in preference and priority
with respect to the Company's Common Stock and any and all classes of the
Company's Preferred Stock.  The holder of the Series C Preferred Stock is
entitled to receive cumulative dividends at the annual rate of $0.036 per share
payable in cash when, as and if declared by the Company's Board of Directors.
Dividends accrue on a cumulative basis on each share of Series C Preferred
Stock whether or not declared or paid.  The holder of each share of Series C
Preferred Stock shall be entitled to 10 votes per share and are entitled to
vote on all matters before Common Stock shareholders.


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Cumulative dividends unpaid on Series C Preferred Stock amounted to $40,865 at
December 31, 2000.  The Board of Directors has not formally declared a dividend
on the Preferred Stock since issuance.

Stock Warrant

The following details the outstanding warrants as of December 31, 2000
and 1999:

                                              Underlying        Exercise
                                                Shares           Prices
                                             ------------     -------------
Warrants issued during 1996                    3,000,000      $0.43 - $0.75

The warrants expire on June 24, 2001.  At December 31, 2000 the Company had
reserved 3,000,000 shares of common stock for stock warrants.

Compensatory Stock Option Plans

The Company has a stock option plan and has reserved a total of 439,799 shares
of common stock at December 31, 2000 and 1999, for option grants to directors,
officers, employees, consultants of the Company and any subsidiary or parent of
the Company.  Such options are granted at fair value, vest over three to five
years, and expire not more than ten years from date of grant.

During 1999 the Company issued 25,000 options to a director of the Company.
Since the Company has adopted the disclosure-only provision of the Statement of
Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation
("SFAS 123") and since the exercise price of all the options granted in 1999
was equal to or greater than fair value, no earned or unearned compensations
cost was recognized in the accompanying financial statements for stock options
granted by the Company in 1999.  However, if compensation cost had been
computed based on the fair value at the grant date for all awards in 1999
consistent with the provisions of SFAS 123 and recognized in the financial
statements, the Company's net loss in 1999, and the related per share amounts,
would not have been materially different from the amounts reported in the
accompanying 1999 statement of operations.  The fair values of the options
granted during 1999 are estimated at $0.10 on the date of grant using the
Black-Scholes option pricing model with the following assumptions: no dividend
yield, volatility of 106%, a risk-free interest rate of 5.4%, and expected
lives of 10 years from date of vesting.


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Transactions under all stock option plans are summarized as follows:

                                              Number of       Weighted Average
                                                Shares         Exercise Price
                                             ------------     ----------------
   Outstanding at December 31, 1998               414,799          $1.82
      Options granted                              25,000            .10
      Options expired                                -               -
                                             ------------          -----
   Outstanding at December 31, 1999               439,799          $1.72
      Options granted                                -               -
      Options expired                                -               -
                                             ------------          -----
   Outstanding at December 31, 2000               439,799          $1.72
                                             ============          =====

   Option price range at December 31, 2000   $0.10 - $3.68

   Options exercisable at December 31, 2000       439,799
                                             ============


NOTE 5 - EMPLOYEE BENEFIT PLAN

The Company has instituted a retirement plan to provide employees with
retirement benefits through a program of regular savings supplemented by
Company contributions.  The Company's funding policy is to make matching
contributions in a range from 0% to 100% of employee contributions, pursuant to
the plan, up to a maximum of 6% of a participant's gross earnings.
The Company made no matching contributions to the plan during the years ended
December 31, 2000 or 1999.


NOTE 6 - NOTES PAYABLE - RELATED PARTY

Notes payable - related party consists of the following:

*    Unsecured promissory note, principal balance of $27,168, interest at 10%,
     interest and principal due on March 19, 2001, delinquent as of the date of
     the audit report

*    Unsecured promissory note, principal balance of $5,000, interest at 10%,
     interest and principal due on June 6, 2001

*    Unsecured promissory note, principal balance of $428,311, interest at 10%,
     interest and principal due within 5 days of the exercise of the stock
     purchase warrant (see Note 4)

Accrued interest related to these notes payable as of December 31, 2000
is $141,741.


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NOTE 7 - RELATED PARTY TRANSACTIONS

As of December 31, 1999 accrued salary and vacation to the President of the
Company totaled $51,316.  During the year ended December 31, 2000, the
President converted the accrued salary and vacation into contributed capital.
As part of this agreement, the Company agreed to retain this individual as a
consultant for six months, starting September 2000, at a monthly rate of
$3,500.  As of December 31, 2000, the Company incurred $14,000 of consulting
expenses related to this agreement, $7,000 that was unpaid and included in
accounts payable.

An officer advanced $3,169 to the Company to cover operating expenses. This
amount is included in accounts payable at December 31, 2000.


NOTE 8 - EXTRAORDINARY ITEM - FORGIVENESS OF DEBT

The Company had defaulted on $29,210 due to a finance company.  The Company has
determined that the period for collection on this debt has expired and as a
result, the Company has written off the debt and recognized an extraordinary
gain of $29,210.


NOTE 9 - SUBSEQUENT EVENTS

In January 2001, a related party advanced the Company $15,000 in exchange for a
promissory note.  Interest accrues at a rate of 10%.  The principal sum, plus
all accrued interest, is due and payable July 7, 2001.  The same party advanced
the Company $10,000 in February 2001 in exchange for a promissory note.
Interest accrues at a rate of 10%.  The principal sum, plus all accrued
interest is due and payable August 25, 2001.


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