<DOCUMENT>
<TYPE>SB-2
<SEQUENCE>1
<FILENAME>fsb2ocis.txt
<DESCRIPTION>SB2 REGISTRATION STATEMENT-OCIS
<TEXT>
<PAGE> 1

Date Filed: June 28, 2002                         SEC File No. _________

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

       FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                  OCIS Corp.
                ----------------------------------------------
                (Name of small business issuer in its Charter)

        Nevada                                              26-0014658
------------------------------                          ----------------------
(State or jurisdiction of                               (I.R.S. Employer
incorporation or organization)                          Identification Number)

            2081 South Lakeline Drive, Salt Lake City, Utah 84109
        -------------------------------------------------------------
        (Address, including zip code, and telephone number, including
          area code, of registrant's principal executive offices)

                                  5084
           --------------------------------------------------------
           (Primary Standard Industrial Classification Code Number)

Copies to:                                Registered Agent:
Victor D. Schwarz, Esq.                   Kirk Blosch, President
Victor D. Schwarz, LLC                    OCIS Corp.
4764 South 900 East, Suite 3(A)           2081 South Lakeline Drive
Salt Lake City, Utah  84117               Salt Lake City, Utah 84109
Phone: (801) 270-0930                     Phone: (801) 467-4566
Fax: (801) 685-0949                       Fax: (801) 487-4566
                                         ------------------------------------
                                         (Name, address, including zip code,
                                          and telephone number, including area
                                          code, of agent for service)

     Approximate date of proposed sale to the public:  As soon as practicable
after the effective date of this Registration Statement.

<TABLE>
<CAPTION>
                 CALCULATION OF REGISTRATION FEE

Title of Each                              Proposed Maximum   Proposed Maximum     Amount of
Class of Securities   Amount to            Offering Price     Aggregate Offering   Registration
to be Registered      be Registered        per Share          Price                Fee (1)(2)
-------------------   -----------------    ----------------   ------------------   ------------
<S>                 <C>                   <C>                <C>                  <C>
Shares of Common
Stock, $0.001 par
value                   600,000 Shares    $     0.25          $150,000            $   13.80

<FN>
(1)  Estimated solely for purposes of calculating the registration fee based on 600,000 shares of
common stock offered at $0.25 per share.
(2)  The registration fee has been calculated in accordance with Fee Rate Schedule, based on
$0.000092 of the aggregate offering amount.
</FN>

</TABLE>
<PAGE>
<PAGE> 2

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.  [X]

The Registrant hereby amends this registration statement on such dates as may
be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section
8(a), may determine.

                                 
<PAGE>
<PAGE> 3

                              Table of Contents
                  Pursuant to Item 502(f) of Regulation S-B
Section                                                           Page
-------                                                           ----
PROSPECTUS SUMMARY ...............................................   5

SUMMARY FINANCIAL INFORMATION.....................................   6

RISK FACTORS .....................................................   7
     Risk Factors Relating to the Business of the Company ........   7
     Risk Factors Relating to the Offering........................   8

DILUTION .........................................................   10

COMPARATIVE DATA .................................................   10

PLAN OF DISTRIBUTION .............................................   11

USE OF PROCEEDS ..................................................   12

DESCRIPTION OF BUSINESS ..........................................   13
     Organization and Corporate History ..........................   13
     Business in General .........................................   13
     Products and Services .......................................   14
     Marketing and Distribution ..................................   14
     Competition .................................................   15
     Plan of Operation ...........................................   15
     Manufacturing, Supplies, and Quality Control ................   16
     Domain Names and Copyrights .................................   16
     Research and Development ....................................   16
     Regulation and Environmental Compliance .....................   17
     Employees ...................................................   17

DESCRIPTION OF PROPERTY ..........................................   17

DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES .........   17

REMUNERATION OF OFFICERS AND DIRECTORS ...........................   18

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS .........   19

PRINCIPAL SHAREHOLDERS ...........................................   20

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS ........   21

DESCRIPTION OF CAPITAL STOCK .....................................   22

LITIGATION .......................................................   23

LEGALITY OF SHARES ...............................................   24

EXPERTS ..........................................................   24

ADDITIONAL INFORMATION ...........................................   24

INDEX TO FINANCIAL STATEMENTS ....................................   25

FINANCIAL STATEMENTS .............................................   F-1
<PAGE> 4

[FRONT COVER PAGE]
                 SUBJECT TO COMPLETION -- DATED JUNE 27, 2002

                            OCIS Corp.
                       Shares of Common Stock
                          $0.25 per share

     This Prospectus relates to the public offering for cash by OCIS Corp., of
a minimum of 300,000 and a maximum of 600,000 shares of common stock.  This is
our first sale of shares of common stock to investors outside of our three
initial shareholders.  There is no public market for the common stock, and
there is no assurance that one will develop following the offering described
in this Prospectus.  See MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS beginning on page 19.

     We are offering the common stock subject to the subscription and payment
of a minimum of 300,000 shares during an offering period of 120 days from
[insert effective date].  We reserve the right to close the Offering upon the
sale of the minimum number of shares.  See PLAN OF DISTRIBUTION beginning on
page 11.

     At the date of this Prospectus, Brent W. Schlesinger, Kirk Blosch and
Jeff Holmes, our officers, are the sole persons acting as a sales agents and
will not be paid any commission on the sale of the common stock.

     The proceeds from the offering, after the deduction of expenses, will be
used to purchase additional inventory, pay existing obligations and for
working capital.  See USE OF PROCEEDS beginning on page 12.

     All funds collected from the sale of the common stock will be deposited
in an escrow account with Escrow Specialists, an unaffiliated escrow company
in Ogden, Utah, which will be our escrow agent.  If the minimum 300,000 shares
are not sold and paid for during the offering period, all funds will be
promptly returned to subscribers in full, without paying interest or deducting
expenses.  All subscribers' checks should be made payable to "ESCROW
SPECIALISTS-OCIS Corp., Escrow Account."

                        Price        Commissions       Proceeds to Company
                      ----------   ---------------   -----------------------
Per share            $      0.25  $           -          $      0.25
Total Minimum        $ 75,000.00  $           -          $ 75,000.00
 Offering
Total Maximum        $150,000.00  $           -          $150,000.00
 Offering

     THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK, INCLUDING IMMEDIATE AND
SUBSTANTIAL DILUTION FROM THE PUBLIC OFFERING PRICE.  YOU SHOULD CAREFULLY
READ AND CONSIDER THE SECTIONS ENTITLED "RISK FACTORS" BEGINNING AT PAGE 7 AND
"DILUTION" BEGINNING AT PAGE 10.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THE
PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         The date of this Prospectus is __________, 2002
<PAGE>
<PAGE> 5

                            PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the financial statements and notes thereto appearing elsewhere
in this Prospectus.

Business description ............  OCIS Corp. was organized to take advantage
                                   of the market for used equipment,
                                   particularly warehouse and office
                                   equipment.  OCIS purchases used equipment
                                   from distressed businesses or from business
                                   which are upgrading and then resells the
                                   equipment to other businesses.

Contact information .............  OCIS Corp.
                                   Attn.: Brent W. Schlesinger, President
                                   2081 South Lakeline Drive,
                                   Salt Lake City, Utah 84109
                                   Phone: (801) 467-4566
                                   Fax: (603) 487-4566

Securities Offered ..............  600,000 shares of Common Stock, par value
                                   $0.001 per share.  See DESCRIPTION OF
                                   CAPITAL STOCK.

Shares of Common Stock Outstanding
 Prior to the Offering ..........  Common Stock: 600,000

Shares of Common Stock Outstanding
 After the Offering .............  Common Stock:   900,000 (Minimum)
                                                 1,200,000 (Maximum)

Offering Price Per Share ........  $0.25

Estimated Proceeds After
 Offering Expenses ..............  $ 50,000, minimum after $25,000 expenses
                                   $125,000, maximum after $25,000 expenses

Use of Proceeds .................  Proceeds will be used to pay existing
                                   obligations, fund inventory purchases and
                                   working capital.  See USE OF PROCEEDS.

Risk Factors ....................  We need money for operations.  We have only
                                   limited revenue revenues, and we do not
                                   know how soon we will be able to generate
                                   sufficient revenues to fund operations
                                   and to purchase additional inventory
                                   Our business success is dependent on the
                                   business acumen of our president, and our
                                   ability to purchase merchandise at
                                   distressed prices and resell the inventory
                                   at higher prices. We operate in an
                                   extremely competitive environment and often
                                   profit margins are relatively small.  You
                                   may not be able to sell your shares if no
                                   public market develops, or only sell at a

<PAGE>
<PAGE> 6

                                   loss if the market price is low.  Even
                                   after this offering, current management
                                   owns enough shares to most likely control
                                   our business activities and actions without
                                   shareholder input or consent.

Proposed OTC Bulletin
 Board Symbol ...................  Common Stock: "OCIS" (See "MARKET FOR
                                   COMMON EQUITY AND RELATED SHAREHOLDER
                                   MATTERS.")

Subscription payments will only be released from the escrow account if the
minimum number of Shares is sold or for the purpose of refunding subscription
payments to the subscribers. Subscribers will not have the use or right to
return of such funds during the escrow period, which may last as long as 120
days from the effective date of this Prospectus. If the offering is terminated
before the minimum number of Shares is sold, subscription payments will be
refunded in full to subscribers, without paying interest or deducting
expenses, by mailing refund checks within two business days of the termination
of the offering.

If the minimum offering is sold within the specified period, the net proceeds
from subscribers will be disbursed to OCIS.  Shares will be issued and mailed
to subscribers within one week of the disbursement of the minimum net proceeds
to OCIS, or within one week of the receipt by OCIS of additional subscription
payments once the minimum has been met.

                    SUMMARY FINANCIAL INFORMATION

The following table shows selected summarized financial data for OCIS at the
dates and for the periods indicated.  The data should be read in conjunction
with the financial statements and notes included in this Prospectus beginning
on page F-6.

STATEMENT OF OPERATIONS DATA:
-----------------------------           From Inception
                                      (February 6, 2002)
                                       to March 31, 2002
                                    ----------------------

 Revenues ........................ $                   -0-
 Expenses ........................ $                3,058
 Net (Loss)....................... $               (3,281)
 Basic (Loss) per Share .......... $                (0.01)
 Weighted Average Number
  of Shares Outstanding..........                  600,000

                                           Actual as of
                                          March 31, 2002
                                     ---------------------
BALANCE SHEET DATA:
------------------
 Total Current Assets............. $                54,801
 Total Assets..................... $                54,801
 Total Current Liabilities ....... $                43,082
 Working Capital ................. $                11,719
 Shareholders' Equity ............ $                11,719

<PAGE>
<PAGE> 7

                           RISK FACTORS

THE PURCHASE OF OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.  BEFORE
INVESTING, YOU SHOULD CONSIDER THE NEGATIVE IMPLICATIONS OF ALL THE MATERIAL
IN THIS PROSPECTUS INCLUDING THE FOLLOWING RISK FACTORS.

RISK FACTORS RELATING TO THE BUSINESS OF THE COMPANY

We are a new company with no operating history for investors to use in
evaluating our business.
----------------------------------------------------------------------
Other than the purchase of initial inventory, OCIS has had only limited
operations since its organization and is a "start-up" or "development stage"
company.  We have no history of operations you can use to evaluate our
business and its potential success.  Because we have no operating history
demonstrating our ability to conduct business, your investment risk is greater
than with an established company. Accordingly, you should not invest in OCIS
if you cannot afford the loss of your entire investment.

We need money and we may not be able to continue operating and if this
offering is not successful we may not be able to continue in business.
-----------------------------------------------------------------------------
We have limited operating capital. As a result the report of our auditors
contains a warning, called a going concern opinion, about OCIS's ability to
continue operations.  Without money from this offering or the timely receipt
of additional financing from other sources, there is substantial doubt that we
can continue in business.  We have not identified any other sources of funds
if this offering is unsuccessful.  Even with the proceeds from this offering,
we have no proven operations and the future success of our business is
questionable particularly given the relatively small amount of capital we are
initially seeking.  Unfortunately, the stage of our current operations will
make it difficult for us to raise more capital, at least initially, then we
are currently seeking.  See FINANCIAL STATEMENTS: Independent Auditors' Report
and USE OF PROCEEDS.

We have no revenues and are not sure when we will start generating revenues.
---------------------------------------------------------------------------
OCIS expects to have an initial operating loss due to the costs and expenses
associated with a start-up operation.  As of March 31, 2002, the date of our
most recent financial statements included in this Prospectus, we have no
revenues from the sale of any products or services and had working capital of
$11,719.  We have only limited inventory and if we are unable to sell current
inventory, we will not be able to remain in business.  The development stage
of our operation makes it impossible to established the commercial viability
of our proposed business plan. As a result, we cannot predict when or if we
will be able to generate revenues or develop into a successful or profitable
business.  See DESCRIPTION OF BUSINESS.

Your investment return may depend on our ability to raise additional funds to
support operations until we generate revenues.
------------------------------------------------------------------------------
We may need additional financing before we are profitable.  We may not receive
any revenues from sales operations before our available funds are expended.
The funds from this offering may not be adequate for us to finance our planned
operations, or to fully exploit the potential market for our products.  For

<PAGE>
<PAGE> 8

instance, we may discover that our initial inventory cannot be sold, or takes
longer to sell than anticipated.  We do not know if any additional funds will
be available from any source or, if available, whether sufficient funds will
be available to last until our revenues support our business operations.  It
is likely any additional capital raised would dilute investors percentage of
ownership in this offering.

Because our president has not had experience as a chief executive officer,
investors will not be able to evaluate his experience in that capacity.
-----------------------------------------------------------------------
We have been and will continue for some time to be dependent on the general
business acumen and experience of our president, Brent Schlesinger, to make
the business decisions required on behalf of OCIS.  Although Mr. Schlesinger
has extensive experience in the used equipment marketplace, he has not run a
public company.  Because your investment hinges on the success of OCIS's
business, your investment decision depends primarily on your assessment of Mr.
Schlesinger's ability to implement OCIS's business plan.  Accordingly, you
should carefully consider the included information about Mr. Schlesinger.

RISK FACTORS RELATING TO THE OFFERING

The book value of your investment will be much lower than the purchase price.
-------------------------------------------------------------------------
Persons purchasing shares in this offering will suffer a substantial and
immediate dilution to the book value of the common stock below the offering
price.  The book value of our shares at March 31, 2002, was approximately
$0.02 per share.  After sales of the minimum 300,000 shares, the book value
per share will be approximately $0.10, or a loss, based on the net tangible
book value, to subscribers of approximately $0.08 per share.  After sales of
the maximum 600,000 shares, the book value per share will be approximately
$0.13, or a loss to subscribers, based on the net tangible book value, of
approximately $0.12 per share.

We may issue more stock without shareholder input or consent which could
dilute the book value of your investment.
------------------------------------------------------------------------
The Board of Directors has authority, without action by or vote of the
shareholders, to issue all or part of the authorized but unissued shares. In
addition, the Board of Directors has authority, without action by or vote of
the shareholders, to fix and determine the rights, preferences, and privileges
of the preferred stock, which may be given voting rights superior to that of
the common stock in this offering.  Any issuance of additional shares of
common stock or preferred stock will dilute the ownership percentage of
shareholders and may further dilute the book value of OCIS's shares.  It is
likely we will seek additional capital in the future to expand operations,
once we have proven our business model can be successful.  Any future capital
will most likely reduce investors in this offerings percentage of ownership.

There is no current market for OCIS's stock.  Should a market not develop, you
may not be able to sell the stock.
----------------------------------------------------------------------------
At the present time, there is no public market for shares of OCIS's common
stock, and we do not know if a public market will develop after the Offering.
Upon completion of the minimum Offering, OCIS will seek a securities broker-
dealer, called a market maker, willing to apply for a trading symbol and trade
our stock.  We do not know if such a market maker will continue acting for us,
or that an active market will be developed or maintained. Even if a market
develops, the future market price may be lower than the price you paid because
the determination of the offering price was arbitrary.  If no market develops,

<PAGE>
<PAGE> 9

or if the future market price is low, you may be unable to sell your shares or
may only be able to sell at a loss.  Investors in this offering should
consider any investment in shares of our common stock as an illiquid, long
term investment.  See PLAN OF DISTRIBUTION and MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.

You cannot withdraw your funds once invested and you will not receive a refund
unless we fail to sell the minimum offering amount of $75,000 during the
offering period.
------------------------------------------------------------------------------
Investors do not have the right to withdraw invested funds. Subscription
payments will only be released from the escrow account to OCIS, if the minimum
number of shares is sold, or for the purpose of refunding subscription
payments to the subscribers, if the minimum number of shares is not sold.
Therefore, once you have invested, you will not have the use or right to
return of such funds during the escrow period, which may last as long as 120
days from the effective date of this Prospectus.

You will not receive dividend payments.
--------------------------------------
OCIS has not paid and does not plan to pay dividends in the foreseeable future
even if our operations are profitable.  Earnings, if any, will be used to
expand our operations, hire additional staff, pay operating expenses and
salaries, rather than to make distributions to shareholders.  Future value of
an investment will be tied to an increase in OCIS enterprise value, market
price of our common stock, if trading on an exchange or market.

Current management owns most of the shares and will control OCIS.
------------------------------------------------------------------
OCIS issued 600,000 shares of common stock to founders and current management
in connection with our organization and initial inventory purchase.  Upon
completion of the minimum and/or maximum offering, management will have
control of approximately 66.33% and 50%, respectively, of the outstanding
shares.  As a result, management will most likely be in a position to elect at
least a majority of the Board of Directors, to dissolve, merge or sell the
assets, and to direct our business affairs without shareholder input or
consent.  In addition, managements cash investment per share is considerably
less than the share price in the offering, which means your investment is at
proportionately greater risk because your investment per share is greater.
See DILUTION and COMPARATIVE DATA.

Your ability to sell shares may be limited if the price of our stock, once
listed, is below $5.00 per share because of special sales practice
requirements applicable to "designated securities" or "penny stock."
--------------------------------------------------------------------------
Following completion of this Offering, and upon successful listing of the
common stock on the OTC Bulletin Board, if the bid price for our common stock
is below $5.00 per share, our common stock would be subject to special sales
practice requirements applicable to "designated securities" on "penny stock"
which are stock which trade below $5.00 per share and whose underlying
companies do not meet certain minimum asset requirements.  No assurance can be
given that the bid price for our common stock will be above $5.00 per share
following the Offering. If such $5.00 minimum bid price is not maintained and
another exemption is not available, our common stock would be subject to
additional sales practice requirements imposed on broker-dealers who sell the
common stock to persons other than established customers and accredited
investors (generally institutions with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income exceeding

<PAGE>
<PAGE> 10

$200,000 or $300,000 jointly with their spouse).  For transactions covered by
these rules, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written agreement to the
transaction prior to the sale.  These limitations make it difficult for broker
dealers to sell penny stocks and most will not recommend a penny stock or sell
a penny stock except to long term customers who are accredited investors.
Because of these limitations many brokers do not follow penny stock or
recommend them to clients.  Consequently, the penny stock rules may affect the
ability of broker-dealers to sell our common stock and also may affect the
ability of persons acquiring our common stock to resell such securities in any
trading market that may develop.  If brokers do not recommend OCIS to their
clients, it may be difficult to establish a market for the securities or to
develop a wide spread shareholder base.  Therefore, an investor trying to
resell our shares may have difficulty because there may be little demand for
our shares and even small share sales may result in a reduction in our share
price.

                                  DILUTION

At March 31, 2002, OCIS had a net tangible book value, total tangible assets
less total liabilities, of $11,719. The following table sets forth the
dilution to persons purchasing common stock in this Offering without taking
into account any changes in OCIS' net tangible book value after March 31,
2002, except the sale of the minimum and maximum shares of common stock
offered at the public offering price and receipt of the minimum $75,000 and
the maximum $150,000, gross proceeds therefrom. The net tangible book value
per share is determined by subtracting total liabilities from the tangible
assets of OCIS divided by the total number of shares of common stock
outstanding.

                                                   Minimum        Maximum
                                                   Shares         Shares
                                                   Sold           Sold
                                                   ---------      ---------
Shares Outstanding                                   900,000     1,200,000

Public offering price per share                    $    0.25     $    0.25

 Net tangible book value per share
      before this offering                 $ 0.02

Adjusted net tangible book value per
 share after this offering                         $  0.10       $   0.13

Increase per share attributable to
 to new investors                                  $  0.08       $   0.11



Dilution per share to new investors                $  0.15       $   0.12


                             COMPARATIVE DATA

The following chart illustrates the percentage of ownership in OCIS held by
the present Shareholder, by the public investors that purchase the minimum and

<PAGE>
<PAGE> 11

maximum number of shares of common stock in this Offering, and a comparison of
the relative money invested by the present Shareholder of OCIS and by the
public investors in this Offering.

                                Total              Total
                          Shares Purchased     Consideration        Average
                          ----------------     ----------------      Price
                          Number         %     Amount      %       Per Share
                          ----------------     ----------------    ---------
Minimum Offering
Present Shareholder         600,000  66.67     $ 30,000 28.57      $ 0.05
New Investors               300,000  33.33     $ 75,000 71.43      $ 0.25

Maximum Offering
Present Shareholder         600,000  50.00     $ 30,000 16.67      $ 0.05
New Investors               600,000  50.00     $150,000 83.33      $ 0.25

Total consideration for present shareholders is based on the total cash and
promissory notes contributed by the existing shareholder.  Total consideration
for new investors is based on estimated gross proceeds from the offering.
Average price per share for existing shareholders is determined by dividing
the number of shares of common stock outstanding at March 31, 2002, into the
total consideration paid.

                            PLAN OF DISTRIBUTION

OCIS will sell up to 600,000 shares of common stock to the public on a "best
efforts, 300,000 shares minimum, 600,000 shares maximum" basis.  If OCIS fails
to sell the minimum number of shares of common stock within the Offering
Period, ____________, 2002, (120 days from the effective date of this
Prospectus), the offering will be terminated.  In the event of such
termination, subscription payments will be refunded in full to subscribers,
without paying interest or deducting expenses, by mailing refund checks within
two business days of the termination of the offering.

All subscription payments should be made payable to "Escrow Specialists-OCIS
Corp., Escrow Account."  Escrow Specialists is a private Ogden, Utah company
unrelated to OCIS or our management, which will act as OCIS's escrow agent for
this offering.  OCIS will deposit subscription payments no later than noon of
the next business day following receipt in the escrow account maintained by
Escrow Specialists, as escrow agent, pending the sale of the minimum number of
shares of common stock within the offering period.

Subscription payments will only be released from the escrow account if the
minimum number of shares is sold or for the purpose of refunding subscription
payments to the subscribers.  Subscribers will not have the use or right to
return of such funds during the escrow period, which may last as long as 120
days from the effective date of this Prospectus.

If the minimum is sold within the specified period, the net proceeds from
subscribers will be disbursed to OCIS.  Shares will be issued and mailed to
subscribers within one week of the disbursement of the net proceeds to OCIS,
or within one week of the receipt by OCIS of additional subscription payments
once the minimum has been met.

Any changes in the offering's material terms after the registration
statement's effectiveness will terminate the offering and entitle subscribers
to a refund.  Material changes include an extension of the offering period, a
change in the offering price, the addition of a minimum purchase requirement,
a change in the amount of proceeds necessary to release the funds in escrow,
or a change in the estimates for application of the proceeds.

<PAGE>
<PAGE> 12

The common stock is being offered by Brent Schlesinger, Jeff Holmes and Kirk
Blosch, the officers and directors of OCIS.  No commissions will be paid on
sales made by our officers and directors.  Neither OCIS, its affiliates, or
anyone involved in the marketing of the stock have reserved the right to
purchase shares in order to reach the minimum sales threshold.  Officers and
directors of OCIS may purchase additional shares in the offering but none are
required to do so.  The officers and directors may purchase the shares in an
effort to reach the minimum subscription amount of 300,000 shares.

Determination of Offering Price
-------------------------------
Prior to the Offering there has been no market for OCIS's common stock and
there can be no assurance that a regular trading market will develop on
completion of this offering.  The offering price of the common stock was
determined by management of OCIS and may not be indicative of the market price
for the common stock after the offering or of the value of OCIS.  At this
time, an investment in OCIS, which has no revenues from operations, is an
investment based on the perceived value of OCIS's products and potential
market, the president's ability to develop a market, and OCIS's overall
business strategy, none of which can be quantified.  Among the factors
considered in determining the initial public offering price were OCIS's
proposed business activities and the scope and nature of the products we
intend to offer and the market we are targeting; OCIS's limited operations,
current financial condition and possible need for additional working capital;
its future prospects, the experience of our president, the economics of OCIS's
industry in general, prior sales of OCIS's common stock, the general condition
of the equity securities market, the anticipated marketability of OCIS's
common stock as compared to similar securities of companies considered
comparable to OCIS, and other relevant factors.  As stated above, the factors
considered are difficult to quantify and the initial public offering price
should be considered arbitrary and may be based more on a perceived value at
this time rather than an actual proven value.

                              USE OF PROCEEDS

The gross proceeds to be received by OCIS from the sale of the minimum and the
maximum number of shares of common stock are estimated at approximately
$75,000 and $150,000, respectively.  Cost of the offering are estimated at
$25,000.  It is anticipated that during the 12 month period following the
Offering, OCIS intends to use the proceeds from the Offering in the following
general amounts and order of priority.  The allocation of proceeds is based on
OCIS's estimates.

                                        Minimum           Maximum
ITEM                                    Amount       %    Amount       %
----------------------------------      ---------- -----  ---------- -----
Purchase of Inventory                   $     -0-   -0-   $  25,000   20.0
Payment of Debt                             40,000  80.0     43,750   35.0
Legal Expenses                               5,000  10.0     12,500   10.0
Accounting                                   2,500   5.0     12,500   10.0
Marketing and Sales Development               -0-   -0-       6,250    5.0
Working Capital                              2,500   5.0     25,000   20.0
                                        ---------- -----  ---------- -----
TOTAL NET PROCEEDS                      $   50,000 100.0  $ 125,000  100.0
                                        ========== =====  ========== =====

<PAGE>
<PAGE> 13

It is anticipated that the amounts listed under Working Capital will be used
primarily for the expenses associated with marketing and operational needs.

The amounts set forth merely indicate the general application of net proceeds
of the Offering. Actual expenditures relating to the development of OCIS's
business may differ from the estimates depending on available products and the
general market for used equipment.  OCIS recognizes that such proceeds may be
insufficient to enable OCIS to fully exploit its business plan and objectives
and OCIS may have to seek additional financing through loans, the sale of
additional securities, or other financing arrangements.  No such arrangements
exist or are contemplated, and there can be no assurance that they may be
available in the future should the need arise.  All funds not being utilized
by OCIS for our proposed business will be held in interest bearing accounts,
short term interest bearing certificates of deposit, treasury bills, or other
high grade short term securities.  Those funds which OCIS receives, other than
from the Offering, will be utilized for the purpose of paying any additional
costs of this Offering and funding OCIS business operations.

                         DESCRIPTION OF BUSINESS

This description of OCIS's Business and Plan of Operation may contain
"forward-looking" statements.  Examples of forward-looking statements include,
but are not limited to: (a) projections of revenues, capital expenditures,
growth, prospects, dividends, capital structure and other financial matters;
(b) statements of plans and objectives of OCIS or its management or Board of
Directors; (c) statements of future economic performance; (d) statements of
assumptions underlying other statements and statements about OCIS and its
business relating to the future; and (e) any statements using the words
"anticipate," "expect," "may," "project," "intend" or similar expressions.

Organization and Corporate History
----------------------------------

OCIS Corp. was organized on February 6, 2002, in the state of Nevada.  OCIS
was organized to engage in the purchase and sale of used business equipment
with an initial emphasis on used warehousing equipment.  As part of the
organization of OCIS, an initial inventory was purchased and a president with
experience in the used equipment market was hired.  The initial equipment
inventory primarily consisted of warehousing rack systems and forklifts.

Business in General
-------------------

Our initial focus will be on buying and selling used, warehouse storage
systems and office components that will facilitate office, commercial and
industrial users with their inventory control, manufacturing process and or
office equipment needs.  Once we have established a foothold in the
warehousing and office components market, we plan on expanding to encompass
other used business equipment.  As part of the organization of OCIS, we
purchased an initial inventory which consist of warehousing rack systems and
forklifts.

OCIS is hopeful that we will be able to initially roll our inventory, sell and
purchase inventory, three times per year.  With the proceeds from this
offering, we hope we can pay existing obligations and purchase additional used
equipment for re-sale.

<PAGE>
<PAGE> 14

Inventory purchase will be driven by market conditions in various industries.
As market conditions weaken in an industry, it is often a good time for
companies, such as OCIS, to purchase equipment.  As the market conditions
improve, OCIS will then be able to sell the inventory to expanding companies.
Inventory purchases often reflect conditions in geographical areas.  As
certain areas of the country expand and contract, companies like OCIS are able
to move office and warehousing equipment from contracting areas to expanding
areas.

Management believes the used equipment market will expand as the economy comes
out of the recession.  As companies begin to expand, they will need to
purchase additional equipment.  Management believes companies will focus more
on used equipment that is more economical to purchase, yet meets a companies
needs as well as new equipment.

Our initial inventory has focused on the warehousing equipment because of the
current market conditions has resulted in the ability to purchase used
warehousing equipment at economical prices.  As the economy improves,
management believes this will be the first sector that will see increased
demands for equipment.  Over the past several quarters, management believes
inventory were reduced causing the need for warehousing equipment to drop.
Eventually, management believes, the need to expand inventories will result in
increased demand for warehousing equipment.  Management also focused on
warehousing equipment because of its durability and long product lifecycle.

Management of OCIS feels there is always a demand for used equipment but the
price of the used equipment, like most products, increases as the economy
improves.  With the economy appearing to be improving, management is hopeful
it will be able to sell its current inventory at a profit and purchase
additional equipment.  Even as the economy improves, management of OCIS has
found there is always a ready supply of used equipment as businesses upgrade,
move or smaller companies go out of business.

Products and Services
---------------------

OCIS initial focus is going to be on warehousing equipment with the majority
of its current inventory consisting of warehousing rack systems and related
equipment such as forklifts and conveyors.  Management will not, however,
limit itself to any particular business equipment.

In addition to warehouse equipment, management will focus on office equipment
including partitions, desk, work spaces and cabinets.  Initially, management
will not focus on computer or server related systems because of the short life
cycle and obsolescence in these areas and the current glut of used computer
equipment.  Instead, management intends to focus on business equipment that
has long life cycles.

Marketing and Distribution
--------------------------

OCIS's management uses extensive industry contacts to locate used equipment.
Additionally, OCIS management spends time personally contacting business to
inform them of product offerings.  These contacts are aimed at finding not
only customers to purchase used equipment but to find any businesses that have
equipment they would like to sell.

Presently, OCIS relies on its president and his industry contacts for its
sales.  As funds permit and, depending on the type of equipment OCIS has in
inventory, we will advertise our products in trade journals and in local

<PAGE>
<PAGE> 15

papers.  The kind of equipment in inventory often will dictate the type of
marketing program we have in place.  With equipment like warehousing, the
potential customers are often known to us or readily identifiable so we will
use more direct marketing and personal sales efforts to these companies.  If
our inventory consist of office equipment, we will rely on advertising in
local papers and trade journals as the most effective marketing campaign.

Competition
-----------

The market for used equipment is very competitive.  In addition to small
companies like OCIS, many larger companies offer similar services.
Additionally, many manufactures offer to sell used equipment or take it in
trade when they install newer equipment.  The manufactures used the resale of
used equipment as a means of obtaining service contracts and to maintain
contact with companies that will eventually want to upgrade to newer
equipment.

Many companies have also started reselling their own equipment in a way to
maximize the proceeds they receive.  Additionally, business liquidators have
become more aggressive at handling all aspects of the liquidation process and
instead of relying on the traditional auction to sell equipment, they will now
hold equipment for longer periods to maximize potential proc3eds of the sale.


Plan of Operation
-----------------

OCIS has purchased an initial inventory of used warehousing equipment which we
plan to use as a base to start our business.  This inventory we hope to be
able to sell during the next six months.  The proceeds from the sale of the
inventory will be used to fund operations, pay obligations and purchase
additional equipment for sale.  We will also use the proceeds from this
offering to purchase additional inventory of used warehousing and office
equipment.

Management intends to keep operating cost as low as possible to allow OCIS to
build inventory and sales.  Management, accordingly, does not plan on taking
salaries until revenues from operation allow salaries to be paid without
jeopardizing OCIS ability to continue in business.  Management has also
structured the initial inventory purchase to allow OCIS to raise the minimum
in this offering before the purchase price must be paid or to have until
February 6, 2003, before payment is due on the cost of the initial inventory.
As inventory is sold, OCIS will use the cost basis of each item to pay down
the promissory note for $40,626 used to purchase the initial inventory.
Initially management believes that expenses can be kept to a minimum and
existing inventory and funds on hand will allow OCIS to continue in business
at least twelve months.

To reach profitability, OCIS will need to raise at least the minimum offering
amount to be able to purchase enough inventory for resale to fund operations.
If OCIS is unable to raise the minimum amount in this offering our future
success would be in jeopardy without capital from another source.

Proceeds of this offering should allow us to purchase enough inventory to fund
operations through next year and pay, the current note obligations.  Once we
are able to start rolling over inventory, which we hope to roll over at

<PAGE>
<PAGE> 16

least three times per year, we will be able to hire additional personnel and
pay management salaries.  The nature of our business is such that we can
operate with only limited personnel.  This is because we operate more like a
warehouse where goods are stored until resold.  By selling used equipment to
business, a store front is not necessary and expensive office and retail
expenses are avoided.  With a current monthly lease of only $500, we believe
we can use our current facility for at lease eighteen months to two years
before additional space is required.

Our current capital was invested by OCIS founders at inception.  At inception,
two founders purchased common stock for $12,500 cash and demand promissory
notes for an additional $12,500 for a total purchase price of $25,000.  The
notes are structured so that OCIS may demand they be paid at any time.  The
notes and the cash were for the purchase of 500,000 shares of OCIS common
stock.

Management is hopeful existing cash and promissory notes will be sufficient
capital to fund OCIS until additional capital can be raised in this offering.
If management is unsuccessful in raising additional capital, OCIS will not
have sufficient resources to continue to purchase inventory.  Except for
paying off existing obligations we would probably not be able to continue in
business beyond next year.

As of March 31, 2002, we had a working capital surplus of $11,719 with only
$43,082 in obligations.  To date, most expenses have been for professional
services such as accounting and attorney's fees in organizing OCIS and
conducting initial audits.  We anticipate monthly ongoing expenses to be held
to a minimum until revenue allows us to expand our workforce, advertise and
purchase additional inventory.

Manufacturing, Supplies, and Quality Control
--------------------------------------------

OCIS does not manufacture any equipment.  OCIS does inspect all equipment to
assure that it is in good condition prior to any purchase or sale.  We do not
provide any warranties to the equipment we sell.  All equipment is sold "as
is."

Inventory on hand will very as funds permit.  Management is hopeful that with
the funds from this offering, we will be able to increase are inventory and
take advantage of the ability to purchase additional inventory if a good
opportunity presents itself.  Presently, existing capital will not allow us to
purchase all the inventory we want and we have had to pass on the opportunity
to purchase some office and warehousing equipment which were at good prices.
As we are able to sell existing inventory, management intends to purchase as
much new inventory as funds permit with the profits from the sales.

Domain Names, Trademarks and Copyrights
---------------------------------------

OCIS has no intellectual property and we do not anticipate, given current
business objectives, that any intellectual property, other than trade names
will be developed.

Research and Development
------------------------

The nature of our business does not require we spend any capital on research
and development.

<PAGE>
<PAGE> 17

Regulation and Environmental Compliance
---------------------------------------

Our business is not subject to many, if any, regulations or environmental
compliance.  The used equipment we sell tends to be very basic items not
subject to many standards other than certain warehouse equipment which must be
able to hold weight distributions indicated on the product.  Typically, these
standards were already approved when the equipment was originally sold and no
new testing is required.

Employees
---------

OCIS has no paid employees at this time.  If our business plan is successful,
we expects we will be able to hire part or full time employees to assist
operations as needed.

                          DESCRIPTION OF PROPERTIES

Executive Office and Yard
-------------------------

We currently lease a yard at 3942 South 210 West in Salt Lake City, Utah at a
lease rate of $500 per month for storing our inventory.  The lease is month to
month.  Management believes this facility will serve our purposes for at least
the next twelve months.


          DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

The following table sets forth the name, age, and position of each executive
officer and director and the term of office of each director of OCIS.

Name                   Age     Position              Held Position Since
----                   ---     --------              -------------------

Brent W. Schlesinger   47      President, Director         2002
Jeff W. Holmes         49      Director                    2002
Kirk Blosch            48      Secretary,
                               Treasurer, Director         2002

The term of office of each director is one year and until his or her successor
is elected at the annual shareholders' meeting and is qualified, subject to
removal by the shareholders.  The term of office for each officer is for one
year and until a successor is elected at the annual meeting of the board of
directors and is qualified, subject to removal by the board of directors.

OCIS does not have a standing audit, nominating or compensation committee.
The size of OCIS's board has not permitted the board of directors to divide up
some of the corporate governance provisions.  It is anticipated as our
business expands, that board of director committees will be formed.  At this
time, however, the exact timing and the nature of such committees is unknown.

<PAGE>
<PAGE> 18

Biographical Information
------------------------
Set forth below is certain biographical information with respect to OCIS's
existing officer and director.

Brent W. Schlesinger was the president and general manager of Yale Industrial
Trucks, Inc. in Salt Lake City, Utah from 1989 to 1994 where he oversaw all
daily activity for the company.  Yale Industrial managed a fleet of rental
fork lifts and engaged in the purchase and sale of used warehouse equipment.
From 1994 until hired by OCIS, Mr. Schlesinger operated his own private
company engaged in the purchase and sale of warehouse equipment.

Jeff W. Holmes has been a general partner in the partnership of Blosch and
Holmes, LLC, a business consulting and private venture funding general
partnership since 1984.  Mr. Holmes is a managing partner of the Scottsdale
Equity Growth Fund, LLC, which is a private equity fund engaged in financing
technology companies.  Mr. Holmes is a managing partner of DMG Advisors, LLC
which provides consulting to private and public companies.  Mr. Holmes also
served as the chairman of the board of directors of Ion Laser Technology, a
medical device company listed on the American Stock Exchange.  Mr. Holmes is
presently the chairman of the board of Calibrus, Inc. a contact center located
in Phoenix, Arizona.  Mr. Holmes graduated from the University of Utah in 1976
with a Bachelor of Science degree in Marketing and Management.

Kirk Blosch has been a general partner of Blosch and Holmes L.L.C., a business
consulting and private venture funding general partnership since 1984.  Mr.
Blosch is also a member of the board of directors of Calibrus, Inc. a contact
center located in Phoenix, Arizona.  Mr. Blosch was a director of Zevex
International, a medical product company specializing in medical devices and
ultrasound technology until 2000.  Zevex (ZVXI) is traded on NASDAQ.  Kirk
graduated from the University of Utah in 1977 with a B.S. degree in Speech
Communications.

                    REMUNERATION OF OFFICERS AND DIRECTORS

The following table sets forth certain summary information concerning the
compensation paid or accrued since inception to OCIS's chief executive officer
and/or any of its other officers that received compensation in excess of
$100,000 during such period (From February 6, 2002 [inception] to March 31,
2002).
                          SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                     Annual Compensation                   Long Term Compensation
                     -------------------                   ----------------------
                                                           Awards    Awards  Payouts
                                                           ------    ------  -------
                                              Other      Restricted
Name and                                      Annual      Stock     Options  LTIP     All other
Principal Position  Year  Salary($)  Bonus($) Compensation Awards   /SARs    Payout  Compensation
------------------  ----  ------     -------- ------------ ------   -------  ------  ------------
<S>                 <C>   <C>        <C>      <C>          <C>      <C>      <C>     <C>
Brent W. Schlesinger 2002 $    -0-    -0-       -0-         -0-      -0-      -0-       -0-
President
</TABLE>

Employment Agreements
---------------------
OCIS does not have any employment agreement with Mr. Schlesinger, our
President. Mr. Schlesinger has not received any compensation in connection
with serving as an officer and director of OCIS, and does not intend to
receive any compensation until revenues from operations support such
compensation.

<PAGE>
<PAGE> 19

Board Compensation
------------------
OCIS's director receives no compensation for attendance at board meetings.
Additional members of the Board of Directors who may be appointed following
the completion of the offering will serve for no compensation until the next
annual meeting of shareholders.

Options/Stock Appreciation Rights ("SAR") Grants in Last Fiscal Year
--------------------------------------------------------------------
No individual grants of stock options (whether or not in tandem with SARs), or
freestanding SARs were made since inception to any of the named executive
officers.

Bonuses and Deferred Compensation
---------------------------------
There are no compensation plans or arrangements, including payments to be
received from OCIS, with respect to any person named as a director, executive
officer, promoter or control person above which would in any way result in
payments to any such person because of his resignation, retirement, or other
termination of such person's employment with OCIS or its subsidiaries, or any
change in control of OCIS, or a change in the person's responsibilities.

Compensation Pursuant to Plans
------------------------------
OCIS has no compensation plan in place.

           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Lack of Prior Public Market and Possible Volatility of Stock Price
------------------------------------------------------------------
Prior to this Offering, there has been no public market for the common stock
and there can be no assurance that a significant public market for the common
stock will develop or be sustained after the Offering. OCIS will seek a Market
Maker to apply to have OCIS's common stock included for quotation in the over-
the-counter market on the OTC Bulletin Board under the proposed symbol "OCIS"
on the successful completion of the minimum Offering.  There can be no
assurance that the Market Maker's activities will be continued, or that an
active trading market for OCIS's common stock will be developed or maintained.
The future market price of the common stock may be highly volatile.
Securities of issuers having relatively limited capitalization, limited market
makers or securities recently issued in a public offering are particularly
susceptible to fluctuations based on short-term trading strategies of certain
investors.  Although the initial offering price of the common stock reflects
OCIS's assessment of current market conditions, there can be no assurance that
such price will be maintained following the Offering.  Additionally, the NASD
has announced plans to phase out the OTC Bulletin Board and create a new
market called the Bulletin Board Exchange or BBX.  The requirements for being
listed on the BBX are higher than the OTC Bulletin Board, in particular,
companies will have to have a minimum of 100 shareholders to e listed.  At
this time, it is uncertain if there will be 100 shareholders in OCIS, which
may require OCIS seek alternative markets such as the Pink Sheets, which tend
to have even less liquidity and following then the OTC Bulletin Board.

<PAGE>
<PAGE> 20

Possible Sale of Common Stock Pursuant to Rule 144
--------------------------------------------------
OCIS has previously issued shares of common stock that constitute "restricted
securities" as that term is defined in Rule 144 adopted under the Securities
Act.  Subject to certain restrictions, such securities may generally be sold
in limited amounts one year after their acquisition. OCIS issued 600,000
shares of Common Stock to OCIS's founder in connection with its organization.
The shares of Common Stock issued to OCIS's founder may become eligible for
resale under Rule 144 in February 2003. (See "MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS").

Shareholders
------------
As of June 26, 2002, OCIS has three shareholders.

Control by Existing Shareholders
---------------------------------
Upon completion of the minimum and/or maximum Offering, approximately 66.67%
and 50%, respectively, of the outstanding shares of common stock will be
beneficially owned by the current president and existing Shareholder of OCIS.
As a result, the person currently in control of OCIS will most likely continue
to be in a position to elect at least a majority of the Board of Directors of
OCIS, to dissolve, merge or sell the assets of OCIS, and generally, to direct
the affairs of OCIS.  See SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

Disproportionate Risks
----------------------
Upon completion of the minimum offering, the present Shareholder will own
approximately 66.67% of the then issued and outstanding shares of OCIS, for
which they will have contributed $10,000 in cash, $15,000 in promissory notes
and $5,000 in inventory. Persons purchasing shares of common stock in the
minimum offering will own approximately 33.33% of the then issued and
outstanding shares, for which they will have paid $75,000, or approximately
71.43% of the then invested capital.  Upon completion of the maximum Offering,
the present Shareholder will own approximately 50% of the then issued and
outstanding shares of OCIS.  Persons purchasing shares of common stock in the
maximum Offering will own approximately 50% of the then issued and outstanding
shares, for which they will have paid $150,000, or approximately 83.33% of the
then invested capital. Consequently, the purchasers in this Offering will bear
a disproportionately greater risk investing in OCIS's business than its
present Shareholder.

                          PRINCIPAL SHAREHOLDERS

The following table sets forth as of June 26, 2002, the name and address and
the number of shares of OCIS's common stock, par value $0.001 per share, held
of record or beneficially by each person who held of record, or was known by
OCIS to own beneficially, more than 5% of the 600,000 shares of common stock
issued and outstanding, and the name and shareholdings of each director and of

<PAGE>
<PAGE> 21

all officers and directors as a group.

Principal Shareholders:            Amount and                   Percent(2)
                                   Nature of     Percent(2)       After
                                   Beneficial    Before         Offering
Class   Name and Address           Ownership(1)  Offering  Minimum    Maximum
------  ----------------           ------------  --------  -------    -------
Common  Brent W. Schlesinger          100,000      16.67%   11.11%     8.33%
        3942 South 210 West
        Salt Lake City, Utah 84107

Common  Kirk Blosch                  250,000       41.66    27.78     20.83
        2081 South Lake Line Rd.
        Salt Lake City, Utah 84109

Common  Jeff W. Holmes               250,000       41.66    27.78     20.83
        600 Highway 50 Pinewild
        At Marla Bay, Unit 101
        Zephyr Cove Nevada 89448

Officers and Directors:            Amount and            Percent(2)
                                   Nature of                      After
                                   Beneficial    Before         Offering
Class   Name and Address           Ownership(1)  Offering  Minimum    Maximum
------  ----------------           ------------  --------  -------    -------

Common  Brent W. Schlesinger                 --------See Above---------
        Kirk Blosch                          --------See Above---------
        Jeff W. Holmes                       --------See Above---------
        All Officers and Directors
         as a group (3 persons)       600,000      100%      66.66%    50.00%
------------------------
(1) All shares are owned beneficially and of record by the named shareholder
and the shareholder has sole voting, investment, and dispositive power of the
shares.
(2) All percentages have been rounded to the nearest one-tenth of one percent.

           INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Transactions with Management and Others
---------------------------------------
The information set forth below is provided by OCIS based on what OCIS
believes may be material to the shareholders in light of all the circumstances
of the particular case.  The significance of the transactions disclosed may be
evaluated by each potential investor after taking into account the
relationship of the parties to the transactions and the amounts involved in
the transactions.

On organization of OCIS, two founders, Jeff W. Holmes and Kirk Blosch,
purchased 500,000 shares of OCIS common stock for $25,000 consisting of
$12,500 in cash and promissory notes for $12,500.  Each purchased 250,000
shares.

<PAGE>
<PAGE> 22

OCIS purchased its original inventory from Brent Schlesinger.  Mr. Schlesinger
was subsequently appointed a director and president of OCIS.  As part of the
purchase price of the initial inventory, OCIS issued Mr. Schlesinger 100,000
shares of common stock.  OCIS also gave Mr. Schlesinger a promissory note for
$40,626.

                        DESCRIPTION OF CAPITAL STOCK

General
-------
The Registrant is authorized to issue ninety million (90,000,000) shares of
common stock, par value $0.001 per share and ten million (10,000,000) shares
of preferred stock, par value $0.001 per share. OCIS has six hundred thousand
(600,000) shares of common stock and no shares of preferred stock issued and
outstanding at June 26, 2002.  Although OCIS's Board of Directors has no
present intention to do so, the Board of directors has authority, without
action by or vote of OCIS's Shareholders, to issue all or part of the
authorized but unissued shares.  In addition, OCIS's Board of Directors has
authority, without action by or vote of OCIS's Shareholders, to fix and
determine the rights, preferences, and privileges of the preferred stock,
which may be given voting rights superior to that of the common stock, which
power may be used to hinder or deter a takeover proposal, should any occur.
Any issuance of additional shares of common stock or preferred stock will
dilute the percentage ownership interest of Shareholders and may further
dilute the book value of OCIS's shares.

Common Stock
------------
The holders of common stock are entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders.  Shares of common stock do
not carry cumulative voting rights and, therefore, a majority of the shares of
outstanding common stock will be able to elect the entire board of directors
and, if they do so, minority shareholders would not be able to elect any
persons to the board of directors.  OCIS's bylaws provide that a majority of
the issued and outstanding shares of OCIS constitutes a quorum for
shareholders' meetings, except with respect to certain matters for which a
greater percentage quorum is required by statute or the bylaws.  Shareholders
of OCIS have no preemptive rights to acquire additional shares of common stock
or other securities.  The common stock is not subject to redemption and
carries no subscription or conversion rights.  In the event of liquidation of
OCIS, the shares of common stock are entitled to share equally in corporate
assets after satisfaction of all liabilities. Holders of common stock are
entitled to receive such dividends as the board of directors may from time to
time declare out of funds legally available for the payment of dividends.
OCIS seeks growth and expansion of its business through the reinvestment of
profits, if any, and does not anticipate that it will pay dividends in the
foreseeable future.

Preferred Stock
---------------
The authority to issue the preferred stock is vested in the board of directors
of OCIS, which has authority to fix and determine the powers, qualifications,
limitations, restrictions, designations, rights, preferences, or other
variations of each class or series within each class which OCIS is authorized
to issue.  The above described authority of the board of directors may be
exercised by corporate resolution from time to time as the Board of directors
sees fit.

<PAGE>
<PAGE> 23

Non-Cumulative Voting
---------------------
The holders of shares of common stock of OCIS do not have cumulative voting
rights. Thus, the holders of more than 50% of such outstanding shares, voting
for election of directors, can elect all of the directors to be elected, and
in such event, the holders of the remaining shares will not be able to elect
any of OCIS's directors. If the maximum number of shares offered hereby are
sold, the present shareholder will own approximately 50% of OCIS's issued and
outstanding shares, and remain in a position to potentially elect all of the
members of the Board of Directors. Further, if the minimum number of shares
are sold, current management will own approximately 66.67% of OCIS's Common
Stock and will therefore control OCIS (See "PRINCIPAL SHAREHOLDERS").

Transfer Agent
--------------
OCIS's transfer agent is Colonial Stock Transfer Company, 66 Exchange Place,
Salt Lake City, Utah 84111, Telephone (801) 355-5740 and Facsimile (801) 355-
6505.

Market Information
------------------
At the present time, there is no public market for any of OCIS's securities,
and there is no assurance any market will develop after the offering.  The
development of a trading market following completion of this offering will be
dependent on market makers and other broker-dealers initiating quotations in
interdealer quotation media, in maintaining a trading position, and otherwise
engaging in market making activities in OCIS's securities.  There is no
assurance that any trading market for OCIS's securities will develop following
the offering.  See MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Reports to Shareholders
-----------------------
OCIS intends to furnish its shareholders with annual reports containing
audited financial statements as soon as practicable at the end of each fiscal
year, commencing with the next fiscal year. In addition, OCIS may, from time
to time, issue unaudited interim reports and financial statements, as may be
required under the Securities Exchange Act of 1934, as amended.

Dividend Policy
---------------
The holders of common stock are entitled to dividends when, and if, declared
by the Board of Directors from funds legally available therefore, subject to
any preference on preferred stock, if applicable, which may then be
outstanding.  OCIS has not paid a dividend since our incorporation.  Because
OCIS is in the formative stage and will be engaged in start-up operations for
the next several years, it is not anticipated that funds will be available for
the issuance of dividends in the foreseeable future.

                            LITIGATION

OCIS is not a party to any pending legal proceeding and no such action by or
against us, to the best of our knowledge, has been threatened.

<PAGE>
<PAGE> 24

                              LEGALITY OF SHARES

Victor D. Schwarz, Salt Lake City, Utah, counsel to OCIS, has rendered an
opinion that the Common Stock being offered hereby, when sold and issued under
the terms set forth in this registration statement, will be fully paid and
nonassessable under the corporate laws of the state of Nevada.

                                   EXPERTS

The financial statements included herein and elsewhere in this Registration
Statement, to the extent and for the period indicated in our report, have been
included in this Prospectus and the Registration Statement, in reliance on the
report of David Thomson, Certified Public Accountant, Salt Lake City, Utah,
given on the authority of said firm as experts in accounting and auditing.

                          ADDITIONAL INFORMATION

OCIS has filed this Registration Statement on Form SB-2 under the Securities
Act with the Commission, SEC File No. __________, under the Securities Act
with respect to the securities offered by this Prospectus.  This Prospectus
omits certain information contained in the Registration Statement.  For
further information, reference is made to the Registration Statement and to
the exhibits and other schedules filed therewith.  Statements contained in
this Prospectus as to the contents of any contract or other document referred
to are not necessarily complete, and where such contract or document is an
exhibit to the Registration Statement, each such statement is deemed to be
qualified and amplified in all respects by the provisions of the exhibit.
Copies of the complete Registration Statement, including exhibits, may be
examined without charge at the Commission's principal offices in Washington,
D.C., and copies of all or any part of the filed materials may be obtained
from the Public Reference Section of the Commission, at 450 Fifth Street,
N.W., Washington, D.C.  20549, on payment the ususal fees for reproduction, or
may be obtain from the Commission's EDGAR Database at http://www.sec.gov.

OCIS is subject to Section 15(d) and the reporting requirements of Section 13
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and,
as such, OCIS will file annual, quarterly, and current reports with the
Commission containing financial information examined and reported upon, with
an opinion expressed by independent certified public accountants, at least
annually, and OCIS may also provide unaudited quarterly or other interim
reports as it deems appropriate.  OCIS intends to comply with the periodic
reporting requirements of Section 13 of the Exchange Act, and such other of
said statutes' requirements as may become applicable from time to time.  OCIS
will not be required to file or make the additional reports of Issuers subject
to Section 14 of the Exchange Act, and as such has no plans to submit annual
reports to Shareholders or proxy statements and other reports required of such
issuers, until and unless it may become subject to Section 14 requirements, by
registration of a class of its securities pursuant to Section 12(b) or Section
12(g) of the Exchange Act or otherwise.

<PAGE>
<PAGE> 25

                              FINANCIAL STATEMENTS

                          INDEX TO FINANCIAL STATEMENTS

                                                          PAGE


Independent Auditor's Report                                            F-1

Balance Sheet                                                           F-2

Statement of Operations                                                 F-3

Statement of Stockholders' Equity                                       F-4

Statement of Cash Flows                                                 F-5

Notes to Financial Statements                                           F-6-7



<PAGE>
<PAGE> F-1







Independent Auditor's Report

Board of Directors
OCIS CORP.
Salt Lake City, Utah

I have audited the accompanying balance sheet of OCIS Corp. (A development
stage company) as of March 31, 2002 and the related statements of operations,
stockholders' equity and cash flows from inception (February 6, 2002) to March
31, 2002. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on the financial
statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of OCIS Corp. (A development
stage company) as of March 31, 2002, and the results of its operations and its
cash flows from inception (February 6, 2002) to March 31, 2002 in conformity
with accounting principles generally accepted in the United States of America.

As discussed in Note 1, the Company has been in the development stage since
its inception on February 6, 2002. The Company has limited operating capital
with no revenue from operations. Realization of a major portion of the assets
is dependent upon the Company's ability to meet its future financing
requirements, and the success of future operations. These factors raise
substantial doubt about the Company's ability to continue as a going concern.




Salt Lake City, Utah
May 29, 2002


<PAGE>
<PAGE> F-2

                            OCIS CORP.
                  (A Development Stage Company)

                          BALANCE SHEET

                              ASSETS


                                                                     March 31,
                                                                       2002

CURRENT ASSETS:
     Cash in bank                                                    $  6,794
     Accrued interest receivable - stockholders                           131
     Prepaid expenses                                                   1,250
     Inventory                                                         46,626
                                                                     --------

               Total Current Assets                                    54,801
                                                                     --------
TOTAL ASSETS                                                         $ 54,801
                                                                     ========

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                $  1,857
     Due to officer                                                       245
     Accrued interest payable - officer                                   354
     Note Payable - officer                                            40,626
                                                                     --------
               Total Current Liabilities                               43,082
                                                                     --------

STOCKHOLDERS' EQUITY:
     Preferred stock; $.001 par value, 10,000,000 shares authorized,
          no shares issued and outstanding                                 -
     Common Stock; $.001 par value, 90,000,000 shares authorized
          600,000 shares issued and outstanding                           600
     Capital in excess of par value                                    29,400
     Common stock subscribed                                          (15,000)
     Earnings (deficit) accumulated during the                         (3,281)
          development stage
                                                                     --------
               Total Stockholders' Equity                              11,719
                                                                     --------

TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY                          $ 54,801
                                                                     ========


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

<PAGE>
<PAGE> F-3


                                 OCIS CORP.
                      (A Development Stage Company)

                         STATEMENT OF OPERATIONS

                                                           From Inception
                                                         (February 6, 2002)
                                                                To
                                                             March 31,
                                                                2002
                                                         ------------------

REVENUE:                                                 $             -
                                                         ------------------

EXPENSES:
     General and administrative                                    3,058
                                                         ------------------
                                                                   3,058
                                                         ------------------
INCOME (LOSS) FROM OPERATIONS                                     (3,058)

OTHER INCOME (EXPENSE)
     Interest income                                                 131
     Interest expense                                               (354)
                                                         ------------------
NET INCOME (LOSS) BEFORE INCOME TAXES                             (3,281)
     Provision for income taxes                                        -
                                                         ------------------
NET INCOME (LOSS)                                        $        (3,281)
                                                         ------------------
EARNINGS (LOSS) PER SHARE                                $         (0.01)
                                                         ------------------
WEIGHTED NUMBER OF SHARES OUTSTANDING                            600,000
                                                         ==================


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


<PAGE>
<PAGE> F-4
                                 OCIS CORP.
                        (A Development Stage Company)

                      STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                  Deficit
                                                                                 Accumulated
                                         Common Stock      Capital in   Common   During the
                                                            Excess of    Stock   Development
                                        Shares    Amount   Par Value  Subscribed   Stage
                                       --------  --------  ----------  --------   ----------
<s>                                    <c>       <c>       <c>         <c>        <c>

BALANCE, February 6, 2002 (inception)          -   $   -    $     -    $      -   $     -

Shares issued to initial stockholders
 for cash and notes receivable,
 February 6, 2002 at $.05 per share      500,000     500     24,500     (15,000)        -

Shares issued to initial stockholder
 for acquisition of inventory,
 February 6, 2002 at $.05 per share      100,000     100      4,900           -         -

Net income (loss) from
 February 6, 2002 (inception)
     to March 31, 2002                         -       -          -           -    (3,281)
                                         -------   ------   -------    ---------  --------
BALANCE, March 31, 2002                  600,000   $ 600    $29,400    $(15,000)  $(3,281)
                                 =====   ====   ======   =======  ======

</Table>

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

<PAGE>
<PAGE> F-5

                        OCIS CORP.
              (A Development Stage Company)

                 STATEMENT OF CASH  FLOWS

                                                             From Inception
                                                          (February 6, 2002)
                                                                  To
                                                               March 31,
                                                                 2002
                                                          ------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
 Cash paid to suppliers and others                           $    (3,206)
                                                             ------------
   Cash Flows (Used) by Operating Activities                      (3,206)
                                                             ------------
CASH FLOW FROM INVESTING ACTIVITIES:                                   -
                                                             ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Sale of common stock                                             10,000
                                                             ------------
   Cash Flows Provided (Used) by Financing Activities             10,000
                                                             ------------
NET INCREASE (DECREASE) IN CASH                                    6,794

CASH - BEGINNING OF PERIOD                                             -
                                                             ------------
CASH - END OF PERIOD                                         $     6,794
                                                             ============
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
   PROVIDED (USED) BY OPERATING ACTIVITIES

NET INCOME (LOSS)                                            $    (3,281)
                                                             ------------
Adjustment to reconcile net income (loss) to net
 cash provided (used) by operating activities
     Stock issued to acquire inventory                             5,000
     Debt issued to acquire inventory                             40,626
     Changes in assets and liabilities
     (Increase) in accrued receivable                               (131)
     (Increase) in prepaid expenses                               (1,250)
     (Increase) in inventory                                     (46,626)
     Increase in accounts payable                                  1,857
     Increase in due to officer                                      245
     Increase in accrued interest                                    354
                                                             ------------
       Total Adjustments                                              75
                                                             ------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES             $    (3,206)
                                                             ============


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


<PAGE>
<PAGE> F-6

                                 OCIS CORP.
                      (A Development Stage Company)

                      NOTES TO FINANCIAL STATEMENTS

NOTE   1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization  -  The Company was organized under the laws of the State of
Nevada on February 6, 2002 and has elected a fiscal year end of December 31st.
The Company intends to engage in business operations to buy used equipment
wholesale and to sell it to other dealers or to retail customers. To this end,
the Company has acquired an inventory of used material handling equipment.
The Company is considered a development stage company as defined in SFAS No.
7. The Company, has at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.

Net Earnings Per Share  -  The computation of net income (loss) per share of
common stock is based on the weighted average number of shares outstanding
during the period presented.

Income Taxes  -  Income tax expenses includes federal and state taxes
currently payable and deferred taxes arising from temporary differences
between income for financial reporting and income tax purposes.  Due to a loss
from inception, the Company has no tax liability.  At this time the Company
has no deferred taxes arising from temporary differences between income for
financial reporting and income tax purposes.

Cash and Cash Equivalents  -  For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased with a maturity
of three months or less to be cash equivalents. During the period ending March
31, 2002, the Company did not have non-cash investing or financing activities.

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

Inventory   -   Inventory consists of used finished product purchased for
resale and is stated at the lower of cost determined by the FIFO Method or
Market.  Inventory cots include those costs directly attributable to the
product before sale.

Revenue recognition  -  The Company will recognize revenue at the time the
sale of the used equipment takes place and title has transferred to the
customer which occurs upon shipment.  The Company has no sales to date.

<PAGE>
<PAGE> F-7
                                 OCIS CORP.
                       (A Development Stage Company)

                       NOTES TO FINANCIAL STATEMENTS

NOTE   2  -  COMMON STOCK TRANSACTIONS

The Company on February 6, 2002 sold 500,000 shares of common stock to two
initial stockholders (250,000 shares to each individual) at $.05 per share for
a total amount of $25,000.    The individuals each paid $5,000 for the shares
and each entered into a promissory note for $7,500 for the remaining purchase
amount.  The financed amount of $15,000 for the shares purchase is being shown
as common stock subscribed and is treated as a reduction of equity in the
balance sheet. The notes carry simple interest at rate of 6% per annum.  The
principle and interest are due and payable on December 31, 2002 or on demand
of holder.  At March 31, 2002, the accrued interest receivable on the above
was $131.  Also on February 6, 2002, the Company sold 100,000 shares of it
common stock at $.05 per share for a total amount of $5,000 as part of its
purchase of assets as described in Note 4.

NOTE    3  -  RELATED PARTY TRANSACTIONS

An officer of the Company is providing a mailing address to the Company
without charge. This service has been determined by the Company to have only
nominal value. As of March 31, 2002 no compensation has been paid or accrued
to any officers or directors of the Corporation.

NOTE    4  -  NOTE PAYABLE - OFFICER

At inception, the Company entered into a Purchase and Sale Agreement with the
President of the Company and P.S. Enterprises, a Utah DBA of the President.
Under the agreement the Company purchased material handling inventory.  The
purchase price of the inventory was $45,626.  The Company purchased the
inventory through the issuance of 100,000 shares of common stock at $.05 per
share for an amount of $5,000 and a promissory note for the remaining amount
of $40,626.  Each inventory item purchased was valued at the lower of market
value or at no more than the cost of the inventory to the President or P. S.
Enterprises.  The note is to be repaid in full on or before February 6, 2002
or is due and payable in full on the closing of any public offering of
securities by the Company.  The note is secured by the inventory purchased and
the agreement states that all proceeds from the sale of the inventory
purchased by the note shall be applied to the payment of the note less selling
expenses. The note has simple interest at a rate of 6%.  The interest is due
and payable February 6, 2003 or at the time of closing of a public offering of
securities by the Company.  At March 31, 2002, the accrued interest payable on
the above was $354.

NOTE    5  -  PROPOSED OFFERING OF COMMON STOCK

The Company is in the process of completing a Form SB-2 Registration Statement
under the Securities Act of 1933.  The Company is proposing to sell a minimum
of 300,000 or a maximum of 600,000 shares of its common stock at $.25 per
share for a total minimum of $75,000 to a total maximum of $150,000.  The
period of the offering to sell the common stock will be 120 days from the
effective date of the Registration Statement.  The officers of the Company
will act as sales agents and will not be paid any commissions on the sale of
the common stock.  Expenses of the offering are estimated to be $25,000.

<PAGE>
<PAGE> 33
[BACK COVER PAGE]

                                 OCIS Corp.

                                 600,000 Shares
                                  Common Stock

                                   PROSPECTUS
                                  ______, 2002


No dealer, salesman or any other person has been authorized to give
information or to make any representations other than those contained in this
Prospectus, and, if given or made, such information or representation must not
be relied upon as having been authorized by OCIS. Neither the delivery of the
Prospectus nor any sale made hereunder shall under any circumstances create
any implication that there has been no change in the affairs of OCIS since the
date hereof.  This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities covered by this Prospectus in
any state or other jurisdiction to any person to whom it is unlawful to make
such offer in such state or jurisdiction.

                        Table of Contents
Section                                                                   Page
-------                                                                   ----
PROSPECTUS SUMMARY.........................................................  5
RISK FACTORS...............................................................  7
PLAN OF DISTRIBUTION....................................................... 11
USE OF PROCEEDS............................................................ 12
DESCRIPTION OF BUSINESS.................................................... 13
DESCRIPTION OF PROPERTY.................................................... 17
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES................... 17
REMUNERATION OF OFFICERS AND DIRECTORS..................................... 18
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS................... 19
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS.................. 21
DESCRIPTION OF CAPITAL STOCK............................................... 22
LITIGATION................................................................. 23
LEGALITY OF SHARES......................................................... 24
EXPERTS.................................................................... 24
ADDITIONAL INFORMATION..................................................... 24
INDEX TO FINANCIAL STATEMENTS.............................................. 25
FINANCIAL STATEMENTS.......................................................F-1

Until ___________, 2002 (120 days after the effective date of this
Prospectus), all dealers effecting transactions in the Common Stock, whether
or not participating in the distribution, may be required to deliver a
Prospectus.  This is in addition to the obligation of dealers to deliver a
Prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

<PAGE>
<PAGE> 34
                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS

             ITEM 24.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Indemnification of Officers, Directors and Others
-------------------------------------------------
The following is a brief summary of certain indemnification provisions of
OCIS's certificate of incorporation and the Nevada Revised Statutes. This
summary is qualified in its entirety by reference to the text thereof.

Section 78.751 of the Nevada Revised Statutes confers on a director or officer
an absolute right to indemnification for expenses, including attorneys' fees,
actually and reasonably incurred by him to the extent he is successful on the
merits or otherwise in defense of any action, suit, or proceeding. This
section also entitles a director or officer to partial indemnification against
expenses to the extent that he has been successful in defending any claim,
issue, or matter asserted in such proceeding. The Nevada Revised Statutes
indemnification section further permits the corporation to indemnify officers
and directors in circumstances where indemnification is not mandated by the
statute and certain statutory standards are satisfied.

The Nevada Revised Statutes expressly make indemnification contingent upon a
determination that indemnification is proper in the circumstances. Such
determination must be made by the board of directors, the shareholders, or
independent legal counsel. The Nevada Revised Statutes also permit a
corporation, in its articles of incorporation, bylaws, or an agreement, to pay
attorneys' fees and other litigation expenses on behalf of a corporate
official in advance of the final disposition of the action upon receipt of an
undertaking by or on behalf of the corporate official to repay such expenses
to the corporation if it is ultimately determined that he is not entitled to
be indemnified by the corporation. The corporation may also purchase and
maintain insurance to provide indemnification.

The Nevada Revised Statutes also provide that indemnification authorized by
the statute is not exclusive of, but is in addition to, indemnification rights
granted under a corporation's articles of incorporation, an agreement, or
pursuant to a vote of shareholders or disinterested directors.

The foregoing discussion of indemnification merely summarizes certain aspects
of indemnification provisions and is limited by reference to Section 78.751 of
the Nevada Revised Statues.  OCIS's articles of incorporation and bylaws
contain specific provisions relating to indemnification of directors,
officers, employees, and/or agents of OCIS, which provide that OCIS will
indemnify our officers and directors to the full extent permitted by the above
referenced statute.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer

<PAGE>
<PAGE> 35

or controlling person in connection with the securities being registered),
OCIS will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by OCIS is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

            ITEM 25.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses(*) to OCIS in connection
with the offering described in the Registration Statement:

  Registration Fee............................................$    13.80*
  Accounting Fees and Expenses................................  2,000.00*
  Legal Fees and Expenses..................................... 18,486.00*
  Blue Sky Fees...............................................  2,500.00*
  Printing and Engraving......................................  1,000.00*
  Transfer Agent Fees.........................................  1,000.00*
                                                                  ------
  Total Expenses..............................................$25,000.80
                                                                  ======
(*)  All figures are estimates.

            ITEM 26.  RECENT SALES OF UNREGISTERED SECURITIES

OCIS has issued shares to three individuals related to our formation and the
purchase of initial inventory.  The securities issued in the foregoing
transactions were issued in reliance on the exemption from registration and
the prospectus delivery requirements of the Securities Act of 1933, as amended
(the "Securities Act"), set forth in Section 3(b) and/or Section 4(2) of the
Securities Act and the regulations promulgated thereunder.  Two of the
shareholders are accredited investors and received their shares on the
formation of OCIS.  The third shareholder received his shares in relation to
our purchase of inventory .  He is now the president of OCIS.

                        ITEM 27.  EXHIBITS

Copies of the following documents have been included as exhibits to this
amended Registration Statement, pursuant to Item 601 of Regulation S-B.

         SEC
Exhibit  Reference
No.      No.        Title of Document                          Location
-------  ---------  -----------------                          --------

3.   Certificate of Incorporation and Bylaws

 3.01    3(i)       Articles of Incorporation                 This Filing

 3.02    3(ii)      Bylaws                                    This Filing

4.   Instruments defining the rights of holders

 4.01    4          Specimen Stock Certificate                This Filing

 5.01    5          Opinion of Victor D. Schwarz, LLC
                    Attorneys at Law                          This Filing

<PAGE>
<PAGE> 36

10.  Material Contracts
 10.01  10         Asset Purchase Agreement                   This Filing
 10.02  10         Addendum to Asset Purchase Agreement       This Filing
 10.03  10         Form of Proceeds Escrow Agreement          This Filing
 10.04  10         Promissory Note-Holmes                     This Filing
 10.05  10         Promissory Note-Blosch                     This Filing
 10.06  10         Promissory Note-Asset Purchase             This Filing

23.  Consents of Experts and Counsel
 23.01   23         Consent of Victor D. Schwarz, LLC,
                    Attorneys at Law                          See Exhibit
                                                              5.01

 23.02   23         Consent of Dave Thomson,                  This filing
                    Certified Public Accountants

24.  Powers of Attorney
 24.01     Powers of Attorney are included on signature page(3)

    All other Exhibits called for by Rule 601 of Regulation S-B are not
applicable to this filing.

     (b) Financial Statement Schedules

     All schedules are omitted because they are not applicable or because the
required information is included in the financial statements or notes thereto.

                      ITEM 28.  UNDERTAKINGS

The undersigned Registrant hereby undertakes that it will:

  (1)  File, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to (i) include any
Prospectus required by Section 10(a)(3) of the Securities Act; (ii) reflect in
the Prospectus any facts or events which, individually or in the aggregate,
represent a fundamental change to the information in the Registration
Statement; and (iii) include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.

  (2)  For the purpose of determining liability under the Securities Act, each
post-effective amendment will be treated as a new Registration Statement of
the securities offered, and the offering of the securities at that time shall
be the initial bona fide offering.

  (3)  If, applicable, file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end of the
offering.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person in connection with the securities being
registered), the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by the
Registrant is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.

<PAGE>
<PAGE> 37

                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form SB-2 and has duly caused this amended
registration statement to be signed on its behalf by the undersigned,
thereunder duly authorized, in the city of Ogden, State of Utah, on 27th day
of June, 2002.

                                       OCIS Corp.



                                       By: /s/
                                         -------------------------------
                                          Brent W. Schlesinger, President


Pursuant to the requirements of the Securities Act of 1933, as amended, this
amended registration statement has been signed by the following persons in the
capacities and on the date indicated.

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

/s/
--------------------
Brent W. Schlesinger              Director,                 June 27, 2002
                                  Chief Executive Officer,
                                  Chief Accounting Officer

/s/
--------------------              Director, Secretary       June 27, 2002
Kirk Blosch


/s/
--------------------             Director                   June 27, 2002
Jeff W. Holmes


</TEXT>
</DOCUMENT>
