UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

~~FORM~~Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 20, 2010

Date of Report (Date of earliest event reported): February 15, 2011

OCTuS, INC. (Exact name of registrant as specified in its charter)

Nevada	0-21092	33-0013439
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2020 Research Drive, Suite 110 Davis, CA 95618 530-564-0200 (Address and telephone number of Registrant's principal executive offices and principal place of business)

~~Commission~~Check ~~File~~the ~~Number:~~appropriate 0box below if the Form 8-~~21092~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~OCTuS~~ྎ ~~Inc~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~(Exact~~ྎ ~~name~~Soliciting ofmaterial ~~registrant~~pursuant asto ~~specified~~Rule in14a-12 ~~its~~under ~~charter~~the Exchange Act (17 CFR 240.14a-12)

Nevada		33-0013439
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

ྎ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~2020~~ྎ ~~Research~~Pre-commencement ~~Park~~communications ~~Drive,~~pursuant ~~Suite~~to ~~110~~Rule ~~Davis~~13e-4(c) CAunder ~~95618~~the Exchange Act (17 CFR 240.13e-4(c))

~~(Address~~FORWARD-LOOKING ~~of principal executive offices) (Zip Code)~~STATEMENTS

~~(530)~~This ~~564~~Current Report on Form 8-~~0200~~K contains forward looking statements that involve risks and uncertainties, principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation.” All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this Current Report on Form 8-K, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements.

~~(Registrant's~~We ~~Telephone~~have ~~Number~~based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, ~~Including~~results ~~Area~~of ~~Code)~~operations, business strategy, short term and long term business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Current Report on Form 8-K, and in particular, the risks discussed below and under the heading “Risk Factors” and those discussed in other documents we file with the United States Securities and Exchange Commission that are incorporated into this Current Report on Form 8-K by reference. The following discussion should be read in conjunction with our annual report on Form 10-K and our quarterly reports on Form 10-Q incorporated into this Current Report on Form 8-K by reference, and the consolidated financial statements and notes thereto included in our annual and quarterly reports. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Current Report on Form 8-K may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement.

~~803~~You ~~Second~~should ~~Street~~not place undue reliance on any forward-looking statement, ~~Suite~~each ~~303~~of which applies only as of the date of this Current Report on Form 8-K. Before you invest in our common stock, ~~Davis~~you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this Current Report on Form 8-K could negatively affect our business, CAoperating ~~95616~~results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this Current Report on Form 8-K to conform our statements to actual results or changed expectations.

~~(Former~~In ~~name~~this ~~and~~Current ~~address~~Report ifon ~~changed~~Form ~~since~~8-K, ~~last~~references ~~report)~~to “we,” “our,” “us,” “OCTuS, Inc. “OCTI”, “Registrant” or the “Company” refer to OCTuS Inc.., a Necada corporation.

~~Check~~Section ~~the~~1 ~~appropriate~~– ~~box~~Registrant’s ~~below~~Business ifand ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~Operations

~~o Written~~Item ~~communications~~1.01 ~~pursuant~~Entry tointo ~~Rule~~a ~~425~~Material ~~under~~Definitive ~~the Securities Act (17 CFR 230~~Agreement.~~425)~~

~~o Soliciting~~On ~~material~~February ~~pursuant~~15, to2011, ~~Rule~~Registrant ~~14a-12~~entered into an Acquisition Agreement with Alternative Energy Partners, Inc. (“AEGY”), under which Registrant, a Nevada corporation with its principal offices located in Davis, California, will acquire from AEGY its ownership of all of the ~~Exchange~~issued ~~Act~~and ~~(17~~outstanding ~~CF1R~~stock ~~240~~of Élan Energy Corp.~~14a-12~~, and Sunarias Corporation in exchange for 100 percent of a newly issued class of preferred stock, designated as Series E Convertible Preferred Stock, to be held by an agent, until (1) Registrant has authorized sufficient shares of common stock, and (2) Registrant has registered sufficient underlying common shares to be issued to the shareholders of AEGY, as provided in the Acquisition Agreement. When these two conditions have been met, the Series E Preferred Stock of Registrant will automatically convert into 100 million shares of common stock and will be distributed on a proportionate basis to the shareholders of record of AEGY on February 25, 2011. Prior to the signing of the Acquisition Agreement, there was no relationship between Registrant or any subsidiary or affiliate of Registrant, and AEGY or any affiliate of AEGY.

~~o Pre-commencement communications pursuant to Rule 14d-~~2~~(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

~~o Pre~~AEGY ~~commencement~~is ~~communications~~a ~~pursuant~~publicly totraded ~~Rule 13e-4~~(cOTC BB: AEGY), ~~under~~SEC reporting company incorporated in Florida engaged in the ~~Exchange~~development ~~Act~~and ~~(17~~installation ~~CFR~~of ~~240~~alternative energy products and energy management solutions that enable public sector and private organizations to reduce their energy expenses.~~13e~~ OCTuS provides building efficiency services to significantly reduce the utility costs of commercial and institutional buildings through the combination of energy-~~4(c))~~efficient lighting, HVAC and water management systems and products. This is the same basic market segment in which Sunarias Corp. operates, and Registrant will use the platform of commercial HVAC companies operating under Élan Energy to expand these energy technologies. The transaction is scheduled to close on or before March 15, 2011.

~~Item~~On ~~2.04 Triggering~~February ~~Events~~15, ~~that~~2011, ~~Accelerate~~Registrant oralso ~~Increase~~signed aan ~~Direct~~Investment ~~Financial~~Agreement ~~Obligation~~with orLin-Han anEquity ~~Obligation~~Corporation, a privately held California corporation, under anwhich ~~Off~~Lin-~~Balance~~Han ~~Sheet~~will ~~Arrangement~~acquire 50 million common shares and 40,000 shares of Series D Convertible Preferred Stock of Registrant in exchange for a total of 35,000 shares of common stock of Healthcare of Today, Inc., a California corporation, valued in the Investment Agreement at $630,000. The Series D Preferred Stock carries voting rights equal to 51 percent of the outstanding vote, and is convertible into common shares at the election of the holder equal to 51 percent of the resulting common shares of Registrant then outstanding.

AsAlso ~~previously~~as ~~reported,~~part onof ~~June~~the ~~14,~~Investment ~~2010~~Agreement, ~~OCTuS~~the ~~Inc.~~existing ~~(the~~operating ~~“Company”~~business orof ~~“Octus”)~~Registrant ~~completed~~will abe ~~financing~~distributed ~~transaction~~to ~~for~~a ~~gross~~new ~~proceeds~~wholly-owned subsidiary of ~~$500~~Registrant,~~000~~ ~~from~~where ~~the~~it ~~sale~~will continue operations. The existing management of aRegistrant ~~secured~~will ~~convertible~~resign ~~promissory~~from ~~note~~their ~~and~~positions ~~warrant,~~as toofficers aand ~~single~~directors ~~sophisticated~~of ~~institutional~~Registrant ~~investor,~~and ~~EAM~~will ~~Inc. Under~~assume ~~terms~~management ofpositions in the ~~convertible~~new ~~note~~operating subsidiary.. Furthermore, ~~accrued~~Lin-Han ~~interest~~shall isprovide ~~payable~~the ~~semi~~wholly-~~annually,~~owned ~~with~~subsidiary ~~the~~new ~~first~~working ~~payment~~capital ~~due~~of ~~December~~an 1,agreed ~~2010. All~~amount ~~unpaid~~of ~~principal~~up ~~and~~to ~~interest~~Two onHundred ~~the~~Fifty ~~notes~~Thousand ~~are~~Dollars ~~due~~($250,000). ~~and~~An ~~payable~~additional oninvestment ~~June~~with 1,the ~~2011. The~~amount ~~Company’s~~and ~~obligations~~terms ~~under~~to ~~the~~be ~~note~~agreed ~~are~~upon ~~secured~~prior byto aClosing ~~security~~will ~~interest~~be ~~granted~~provided to the ~~investor~~subsidiary infor ~~all~~expansion and development of the ~~assets~~current ofbusiness ~~the~~which ~~Company,~~shall ~~subject~~be tofunded ~~the~~by ~~Company’s~~Lin-Han ~~existing~~from ~~security~~a ~~interest~~source ~~granted~~or tosources ~~its~~arranged ~~senior~~by ~~lender~~it ~~and~~within to60 ~~subordination~~days ~~and~~after ~~standstill~~Closing. ~~provisions~~Conversion ~~contained~~of inany ~~the~~Preferred ~~security~~Shares ~~agreement~~to ~~relating~~be issued at Closing hereunder to Common Stock will be contingent upon the ~~note~~consummation of these financings.

OnThe ~~December~~Investment ~~20,~~Agreement ~~2010,~~also ~~the~~provides ~~Company~~that ~~received~~all aexisting ~~letter~~liabilities ~~from~~of ~~the~~Registrant ~~investor~~will ~~declaring Octus to~~ be inresolved ~~default~~or ~~under~~brought ~~the note for not making the $30~~current,~~000~~ ~~interest~~that ~~payment~~there ~~due~~will onbe ~~December~~no 1,defaults ~~2010~~or ~~and~~delinquencies ~~failing to make the payment within the cure period provided for~~ in ~~the~~any ~~note,~~outstanding ~~declaring the entire unpaid principal and accrued interest immediately due and payable~~liabilities, and ~~indicating~~ that ifall ~~the~~remaining ~~principal~~liabilities ~~and~~will ~~interest~~have ona ~~the~~term ~~note,~~ending ~~and~~at ~~certain~~least ~~related~~six ~~amounts,~~months ~~are~~after ~~not~~closing. Registrant ~~paid~~previously byannounced ~~December~~in 31December, 2010, ~~the~~that ~~investor~~it ~~intends~~has toreceived ~~proceed~~notice toof ~~take~~default ~~all~~on ~~legal~~a ~~steps~~$500,000 ~~within~~loan ~~its~~due ~~rights~~ to ~~enforce~~an ~~its~~unrelated ~~security~~third ~~and~~party, ~~collect~~which ~~the~~default ~~debt. The~~must ~~Company~~be ~~has~~resolved ~~provided response~~ to the ~~investor’s~~satisfaction ~~communication~~of ~~including~~Lin-Han anbefore ~~offer~~closing. toThe ~~settle~~transaction ~~the~~is ~~default~~scheduled byto ~~two~~close ~~methods~~on ~~and~~or isbefore ~~currently~~March ~~awaiting~~15, ~~response to such~~2011.

The Company has presented that the security agreement entered into by the investor contains subordination provisions stating that the note is subordinated, to the extent and in the manner set forth in the security agreement, in right of payment to the prior payment in full of the Company’s secured senior debt to Sasaima Holdings S.A., the senior lender, as described in the Company’s previous filings with the Commission.3

~~The~~Item 9.01 ~~security~~Financial ~~agreement~~Statement also provides that the investor agreed not to commence any enforcement of its default rights or remedies against any of the collateral (defined as all assets of the Company) without the senior lender’s written consent or until the senior debt owed to senior lender has been paid and satisfied in full, and that the senior lender has the exclusive right to sell, transfer or otherwise dispose of the collateral in the manner deemed appropriate by senior lender without regard to any lien or security interest the investor has therein, without any duty to marshal assetsExhibits.

These provisions, among others, may affect the ability of the investor to initiate, pursue or maintain an action against the Company in compliance with the provisions of the security agreement without the senior lender’s written consent or to enforce any judgment that might be obtained (d) Exhibits. There can be no assurances, however, that the investor will not initiate and pursue actions against the Company to collect amounts that it believes are due to it under the note. Any such action could divert a significant amount of management’s time and attention from the Company, and could involve material amounts of legal fees and other fees and expenses. Any such litigation or an adverse outcome in any such litigation could have a material adverse effect on Octus.

Exhibit No.		Description

2.1		Acquisition Agreement dated February 15, 2011 between Alternative Energy Partners, Inc. and OCTuS, Inc.

2.2		Certificate of Designations of Series E Convertible Preferred Stock of OCTuS, Inc.
2.3 2.4		Investment Agreement dated February 15, 2011 between Lin-Han Equity Corp. and OCTuS, Inc. Certificate of Designations of Series D Convertible Preferred Stock of OCTuS, Inc.

SIGNATURES

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

Date: December 27, 2010	OCTUS INC.
	OCTuS, INC.
	By:	/S/ Christian J. Soderquist
Date: February 22, 2011	By:	/s/ Christian Soderquist
		Christian J. Soderquist
		Christian Soderquist, President and CEO

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