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<SEC-DOCUMENT>0001137892-02-000063.txt : 20020628
<SEC-HEADER>0001137892-02-000063.hdr.sgml : 20020628
<ACCEPTANCE-DATETIME>20020628135939
ACCESSION NUMBER:		0001137892-02-000063
CONFORMED SUBMISSION TYPE:	SB-2
PUBLIC DOCUMENT COUNT:		12
FILED AS OF DATE:		20020628

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OCIS CORP
		CENTRAL INDEX KEY:			0001173313
		IRS NUMBER:				260014658
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SB-2
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-91436
		FILM NUMBER:		02690971

	BUSINESS ADDRESS:	
		STREET 1:		2081 SOUTH LAKE LINE DRIVE
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84109
		BUSINESS PHONE:		8014674566

	MAIL ADDRESS:	
		STREET 1:		2081 SOUTH LAKE LINE DRIVE
		CITY:			SALT LAKE CITY
		STATE:			UT
		ZIP:			84109
</SEC-HEADER>
<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>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>fex301ai.txt
<DESCRIPTION>ARTICLES OF INCORPORATION-OCIS
<TEXT>
<PAGE> 1
Exhibit 3.01


                            ARTICLES OF INCORPORATION
                                      OF
                                   OCIS CORP.


     The undersigned incorporator, being a natural person more than eighteen
(18) years of age and acting as the sole incorporator of the above-named
corporation (hereinafter referred to as the "Corporation") hereby adopts the
following Articles of Incorporation for the Corporation.

                                   ARTICLE I
                                     NAME

     The name of the Corporation shall be:  OCIS Corp.

                                   ARTICLE II
                              PERIOD OF DURATION

     The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.

                                  ARTICLE III
                                   PURPOSES

     The Corporation is organized for the purpose conducting any lawful
business for which a corporation may be organized under the laws of the State
of Nevada.

                                  ARTICLE IV
                              AUTHORIZED SHARES

     The Corporation is authorized to issue a total of 100,000,000 shares,
consisting of 10,000,000 shares of preferred stock having a par value of
$0.001 per share (hereinafter referred to as "Preferred Stock") and 90,000,000
shares of common stock having a par value $0.001 per share (hereinafter
referred to as "Common Stock"). Shares of any class of stock may be issued,
without shareholder action, from time to time in one or more series as may
from time to time be determined by the board of directors.  The board of
directors of this Corporation is hereby expressly granted authority, without
shareholder action, and within the limits set forth in the Nevada Revised
Statutes, to:

          (a)     designate in whole or in part, the powers, preferences,
limitations, and relative rights, of any class of shares before the issuance
of any shares of that class;

          (b)     create one or more series within a class of shares, fix the
number of shares of each such series, and designate, in whole or part, the
powers, preferences, limitations, and relative rights of the series, all
before the issuance of any shares of that series;

          (c)     alter or revoke the powers, preferences, limitations, and
relative rights granted to or imposed upon any wholly unissued class of shares
or any wholly unissued series of any class of shares; or

<PAGE>
<PAGE> 2

          (d)     increase or decrease the number of shares constituting any
series, the number of shares of which was originally fixed by the board of
directors, either before or after the issuance of shares of the series;
provided that, the number may not be decreased below the number of shares of
the series then outstanding, or increased above the total number of authorized
shares of the applicable class of shares available for designation as a part
of the series.

The allocation between the classes, or among the series of each class, of
unlimited voting rights and the right to receive the net assets of the
Corporation upon dissolution, shall be as designated by the board of
directors.  All rights accruing to the outstanding shares of the Corporation
not expressly provided for to the contrary herein or in the Corporation's
bylaws or in any amendment hereto or thereto shall be vested in the Common
Stock.  Accordingly, unless and until otherwise designated by the board of
directors of the Corporation, and subject to any superior rights as so
designated, the Common Stock shall have unlimited voting rights and be
entitled to receive the net assets of the Corporation upon dissolution.

                                 ARTICLE V
                 NON-ACCESSIBILITY FOR DEBTS OF CORPORATION

     After the amount of the subscription price, the purchase price, or the
par value of the stock of any class or series is paid into the Corporation,
owners or holders of shares of any stock in the Corporation may never be
assessed to pay the debts of the Corporation.

                                 ARTICLE VI
                           NO CUMULATIVE VOTING

     Except as may otherwise be required by law, these articles of
incorporation, or the provisions of the resolution or resolutions as may be
adopted by the board of directors pursuant to Article IV of these articles of
incorporation, in all matters as to which the vote or consent of stockholders
of the Corporation shall be required to be taken, the holders of Common Stock
shall have one vote per share of Common Stock held.  Cumulative Voting on the
election of directors or on any other matter submitted to the stockholders
shall not be permitted.

                                  ARTICLE VII
                           NO PREEMPTIVE RIGHTS

     No holder of any of the shares of any class or series of stock or of
options, warrants, or other rights to purchase shares of any class or series
of stock or of other securities of the Corporation shall have any preemptive
right to purchase or subscribe for any unissued stock of any class or series
of any additional shares of any class or series to be issued by reason of any
increase of the authorized capital stock of the Corporation of any class or
series, or bonds, certificates of indebtedness, debentures, or other
securities convertible into or exchangeable for stock of the Corporation of
any class or series, or carrying any rights to purchase stock of any class or
series, but any such unissued stock, additional authorized issue of shares of
any class or series of stock, or securities convertible into or exchangeable
for stock carrying any right to purchase stock may be issued and disposed of

<PAGE>
<PAGE> 3

pursuant to an appropriate resolution of the board of directors to such
persons, firms, corporations, or associations and on such terms as may be
deemed advisable by the board of directors in the exercise of its sole
discretion.


                                   ARTICLE VIII
                       TRANSACTIONS WITH OFFICERS AND DIRECTORS


     No contract or other transaction between the Corporation and one or more
or its directors or officers, or between the Corporation and any corporation,
firm or association in which one or more of its directors or officers are
directors or officers or are financially interested, is void or voidable
solely for this reason or solely because any such director or officer is
present at the meeting of the board of directors or a committee thereof which
authorizes or approves the contract or transaction, or because the vote or
votes of common or interested directors are counted for that purpose, if the
circumstances specified in any of the following paragraphs exist:

          (a)     The fact of the common directorship, office or financial
interest is disclosed or known to the board of directors or committee and
noted in the minutes, and the board or committee authorizes, approves or
ratifies the contract or transaction in good faith by a vote sufficient for
the purpose without counting the vote or votes of the common or interested
director or directors;

          (b)     The fact of the common directorship, office or financial
interest is disclosed or known to the stockholders, and they approve or ratify
the contract or transaction in good faith by a majority vote of stockholders
holding a majority of the voting power.  The votes of the common or interested
directors or officers must be counted in any such vote of stockholders; or

          (c)     The contract or transaction is fair as to the Corporation at
the time it is authorized or approved.


                                ARTICLE IX
               INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS

     (a)     The Corporation shall indemnify each director and officer of the
Corporation and their respective heirs, administrators, and executors against
all liabilities and expenses reasonably incurred in connection with any
action, suit, or proceeding to which he may be made a party by reason of the
fact that he is or was a director or officer of the Corporation, to the full
extent permitted by the laws of the state of Nevada now existing or as such
laws may hereafter be amended.  The expenses of officers and directors
incurred in defending a civil or criminal action, suit, or proceeding shall be
paid by the Corporation as they are incurred and in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the Corporation.

<PAGE>
<PAGE> 4

     (b)     The Corporation may indemnify each director, officer, employee,
or agent of the Corporation and their respective heirs, administrators, and
executors against all liabilities and expenses reasonably incurred in
connection with any action, suit, or proceeding to which such person may be
made a party by reason of such person being, or having been, a director,
officer, employee, or agent of the Corporation, to the full extent permitted
by the laws of the state of Nevada now existing or as such laws may hereafter
be amended.

                                 ARTICLE X
                      LIMITATION ON DIRECTORS LIABILITY

     To the full extent permitted by the Nevada Revised Statutes, directors
and officers of the Corporation shall have no personal liability to the
Corporation or its stockholders for damages for breach of their fiduciary duty
as a director or officer, except for damages resulting from (a) acts or
omissions which involve intentional misconduct, fraud or a knowing violation
of law; (b) the payment of distribution in violation of section 78.300 of the
Nevada Revised Statutes, as it may be amended from time to time, or any
successor statute thereto.

                                 ARTICLE XI
                     NO LIMITATIONS ON VOTING RIGHTS

     To the extent permissible under the applicable law of any jurisdiction to
which the Corporation may become subject by reason of the conduct of business,
the ownership of assets, the residence of shareholders, the location of
offices or facilities, or any other item, the Corporation elects not to be
governed by the provisions of any statute that (i) limits, restricts,
modifies, suspends, terminates, or otherwise effects the rights of any
shareholder to cast one vote for each share of Common Stock registered in the
name of such shareholder on the books of the Corporation, without regard to
whether such shares were acquired directly from the Corporation or from any
other person and without regard to whether such shareholder has the power to
exercise or direct the exercise of voting power over any specific fraction of
the shares of Common Stock of the Corporation issued and outstanding or (ii)
grants to any shareholder the right to have his or her stock redeemed or
purchased by the Corporation or any other shareholder of the Corporation.
Without limiting the generality of the foregoing, the Corporation expressly
elects not to be governed by or be subject to the provisions of sections
78.378 through 78.3793 of the Nevada Revised Statutes or any similar or
successor statutes adopted by any state which may be deemed to apply to the
Corporation from time to time.

                                  ARTICLE XII
                     PRINCIPAL OFFICE AND RESIDENT AGENT

     The address of the Corporation in the State of Nevada is 600 Highway 50,
Pinewild at Marla Bay, Unit 101.  The name and address of the Corporation's
initial resident agent is:

                          Jeff Holmes
                          600 Highway 50, Pinewild at Marla Bay, Unit 101
                          Zephyr Cove, Nevada 89448

<PAGE>
<PAGE> 5

Either the principal office or the resident agent may be changed in the manner
provided by law.


                                   ARTICLE XIII
                                    AMENDMENTS

     The Corporation reserves the right to amend, alter, change, or repeal all
or any portion of the provisions contained in these articles of incorporation
from time to time in accordance with the laws of the state of Nevada; and all
rights conferred herein on stockholders are granted subject to this
reservation.

                                  ARTICLE XIV
                        ADOPTION AND AMENDMENT OF BYLAWS

     The initial bylaws of the Corporation shall be adopted by the board of
directors.  The power to alter, amend, or repeal the bylaws or adopt new
bylaws shall be vested in the board of directors.  The bylaws may contain any
provisions for the regulation or management of the affairs of the Corporation
not inconsistent with these articles of incorporation and the laws of the
state of Nevada now or hereafter existing.

                                    ARTICLE XV
                                 GOVERNING BOARD

     The governing board of the Corporation shall be known as the "board of
directors."  The board of directors must have at least one director or as
otherwise specified in its bylaws or director's resolutions.

     The first board of directors shall consist of one person.  The name and
address of the person who is to serve as the initial director until the first
annual meeting of the stockholders and until such person's successor is
elected and shall qualify is as follows:

     NAME                         ADDRESS

     Jeff Holmes     600 Highway 50, Pinewild at Marla Bay, Unit 101, Zephyr
                     Cove, Nevada 89448

                                   ARTICLE XVI
                           POWERS OF GOVERNING BOARD

     The governing board of the Corporation is specifically granted by these
articles of incorporation all powers permitted to be vested in the governing
board of a corporation by the applicable provisions of the laws of the state
of Nevada now or hereafter existing.


<PAGE>
<PAGE> 6

                                   ARTICLE XVII
                                   INCORPORATOR

     The name and mailing address of the incorporator signing these articles
of incorporation is as follows:

     NAME                         ADDRESS

     Jeff Holmes     600 Highway 50, Pinewild at Marla Bay, Unit 101, Zephyr
                     Cove, Nevada 89448

     The undersigned, being the sole incorporator of the Corporation herein
before named, hereby makes and files these articles of incorporation,
declaring and certifying that the facts contained herein are true.

     DATED this 6th day of February 2002.


                                            /s/
                                   ____________________________________
                                   Jeff Holmes

STATE OF __________     )
                    :  ss
COUNTY OF ____________     )


     On this _____ day of November 2001, before me, a Notary Public,
personally appeared Jeff Holmes who, upon being first duly sworn, declared to
me that he is the sole incorporator of OCIS Corp., and acknowledged to me that
he executed the foregoing articles of incorporation as his free act and deed.


                                            /s/
                                   _____________________________________
                                   Notary Public

     SIGNATURE OF ACCEPTANCE OF INITIAL RESIDENT AGENT

     On this _________ (___) day of February, 2002, I, Jeff Holmes, hereby
accept appointment as resident agent for OCIS Corp. as named in the foregoing
Articles of Organization.

                                   _________________________________________
                                   Jeff Holmes, Resident Agent












</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>4
<FILENAME>fex302bl.txt
<DESCRIPTION>BYLAWS-OCIS
<TEXT>
<PAGE>1

Exhibit 3.02











                                     BYLAWS




                                      OF




                                  OCIS, CORP.



                             A NEVADA CORPORATION

                              TABLE OF CONTENTS

ARTICLE                                                           PAGE

ARTICLE I   OFFICES                                                 1
Section     1.1   Business Office                                   1
Section     1.2   Registered Office                                 1
Section     1.3   Principal Office                                  1

ARTICLE II  SHAREHOLDERS                                            1
Section     2.1   Annual Shareholder Meeting                        1
Section     2.2   Special Shareholder Meetings                      1
Section     2.3   Place of Shareholder Meetings                     1
Section     2.4   Notice of Shareholder Meetings                    2
Section     2.5   Meetings by Telecommunications                    3
Section     2.6   Fixing of Record Date                             3
Section     2.7   Shareholder List                                  3
Section     2.8   Shareholder Quorum and Voting Requirements        4
Section     2.9   Increasing Either Quorum or Voting Requirements   4
Section     2.10  Proxies                                           4
Section     2.11  Voting of Shares                                  4
Section     2.12  Corporation's Acceptance of Votes                 5
Section     2.13  Inspectors of Election                            6
Section     2.14  Shareholder Action Without Meeting                6
Section     2.15  Election of Directors                             6
Section     2.16  Business at Annual Meeting                        6
Section     2.17  Conduct of Meeting                                7

<PAGE>
<PAGE> 2

Section     2.18  Shareholder's Rights to Inspect Corporate
                  Records                                         7
Section     2.19  Financial Statements Shall be Furnished to
                  the Shareholders                                8
Section     2.20  Dissenters' Rights                              8

ARTICLE III BOARD OF DIRECTORS                                    8
Section     3.1   General Powers                                  8
Section     3.2   Number, Tenure, and Qualification of Directors  8
Section     3.3   Regular Meetings of the Board of Directors      9
Section     3.4   Special Meetings of the Board of Directors      9
Section     3.5   Notice of, and Waiver of Notice for,
                  Special Director Meetings                       9
Section     3.6   Director Quorum                                 9
Section     3.7   Directors, Manner of Acting                     9
Section     3.8   Establishing a "Supermajority" Quorum or
                  Voting Requirement for the Board of Directors   9
Section     3.9   Director Action Without a Meeting              10
Section     3.10  Removal of Directors                           10
Section     3.11  Board of Director Vacancies                    10

ARTICLE     PAGE

Section     3.12  Director Compensation                          11
Section     3.13  Director Committees                            11

ARTICLE IV     OFFICERS                                          12
Section     4.1   Number of Officers                             12
Section     4.2   Appointment and Term of Office                 12
Section     4.3   Removal of Officers                            12
Section     4.4   President                                      12
Section     4.5   Vice-Presidents                                12
Section     4.6   Secretary                                      12
Section     4.7   Treasurer                                      13
Section     4.8   Assistant Secretaries and Assistant Treasurers 13
Section     4.9   Salaries                                       13

ARTICLE V  INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS,
           AND EMPLOYEES                                         13
Section     5.1   Indemnification of Directors                   13
Section     5.2   Advance Expenses for Directors                 13
Section     5.3   Indemnification of Officers, Agents,
                  and Employees Who are not Directors            14

ARTICLE VI  CERTIFICATES FOR SHARES AND THEIR TRANSFER           14
Section     6.1   Certificates for Shares                        14
Section     6.2   Shares Without Certificates                    14
Section     6.3   Registration of the Transfer of Shares         15
Section     6.4   Restrictions on Transfer of Shares Permitted   15
Section     6.5   Acquisition of Shares                          16

ARTICLE VII     DISTRIBUTIONS                                    16
ARTICLE VIII  CORPORATE SEAL                                     17
ARTICLE IX  DIRECTORS CONFLICTING INTEREST TRANSACTIONS          17
ARTICLE X   AMENDMENTS                                           17
ARTICLE XI  FISCAL YEAR                                          17
CERTIFICATE OF SECRETARY                                         18

<PAGE>
<PAGE> 3


                                BYLAWS
                                  OF
                              OCIS, CORP.


                               ARTICLE I
                                OFFICES

Section 1.01     Registered Office.  The registered office shall be in the
city of Zephyr Cove, State of Nevada.

Section 1.02      Location of Offices.  The corporation may maintain such
offices within or without the state of Nevada as the board of directors may
from time to time designate or require.

Section 1.03     Principal Office.  The address of the principal office of the
corporation shall be at the address of the Registered office of the
corporation as so designated in the office of the Secretary of State of the
state of incorporation, or at such other address as the board of directors
shall from time to time determine.


                                  ARTICLE II
                                 SHAREHOLDERS

     Section 2.1     Annual Shareholder Meeting.  The annual meeting of the
shareholders shall be held within 150 days of the close of the corporation's
fiscal year, at a time and date as is determined by the corporation's board of
directors, for the purpose of electing directors and for the transaction of
such other business as may come before the meeting.  If the day fixed for the
annual meeting shall be a legal holiday in the state of Nevada, such meeting
shall be held on the next succeeding business day.

     If the election of directors shall not be held on the day designated
herein for any annual meeting of the shareholders, or at any subsequent
continuation after adjournment thereof, the board of directors shall cause the
election to be held at a special meeting of the shareholders as soon
thereafter as convenient.  The failure to hold an annual or special meeting
does not affect the validity of any corporate action or work a forfeiture or
dissolution of the corporation.

     Section 2.2     Special Shareholder Meetings.  Special meetings of the
shareholders, for any purpose or purposes described in the meeting notice, may
be called by the president or by the board of directors and shall be called by
the president at the request of the holders of not less than one- tenth of all
outstanding votes of the corporation entitled to be cast on any issue at the
meeting.

<PAGE>
<PAGE> 4

     Section 2.3     Place of Shareholder Meetings.  The board of directors
may designate any place, either within or without the state of Nevada, as the
place of meeting for any annual or any special meeting of the shareholders,
unless by written consents, which may be in the form of waivers of notice or
otherwise, a majority of shareholders entitled to vote at the meeting may
designate a different place, either within or without the state of Nevada, as
the place for the holding of such meeting.  If no designation is made by
either the directors or majority action of the voting shareholders, the place
of meeting shall be the principal office of the corporation.


Section 2.4     Notice of Shareholder Meetings.

          (a)     Required Notice.  Written notice stating the place, day, and
time of any annual or special shareholder meeting shall be delivered not less
than 10 nor more than 60 days before the date of the meeting, either in
person, by any form of electronic communication, by mail, by private carrier,
or by any other manner provided for in the Act, by or at the direction of the
president, the board of directors, or other persons calling the meeting, to
each shareholder of record, entitled to vote at such meeting and to any other
shareholder entitled by the Act or the articles of incorporation to receive
notice of the meeting.  Notice shall be deemed to be effective at the earlier
of:  (1) when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid; (2) on the date shown on the return
receipt if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee; (3) when received; or
(4) five days after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address other than that shown in the corporation's
current record of shareholders.

          (b)     Adjourned Meeting.  If any shareholder meeting is adjourned
to a different date, time, or place, notice need not be given of the new date,
time, and place, if the new date, time, and place is announced at the meeting
before adjournment.  If a new record date for the adjourned meeting is, or
must be fixed (see section 2.5 of this Article II) or if the adjournment is
for more than 30 days, then notice must be given pursuant to the requirements
of paragraph (a) of this section 2.4, to those persons who are shareholders as
of the new record date.

          (c)     Waiver of Notice.  The shareholder may waive notice of the
meeting (or any notice required by the Act, articles of incorporation, or
bylaws), by a writing signed by the shareholder entitled to the notice, which
is delivered to the corporation (either before or after the date and time
stated in the notice) for inclusion in the minutes or filing with the
corporate records.

          (d)     Shareholder Attendance.  A shareholder's attendance at a
meeting:

               (1)     waives objection to lack of notice or defective notice
of the meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting; and

<PAGE>
<PAGE> 5

               (2)     waives objection to consideration of a particular
matter at the meeting that is not within the purpose or purposes described in
the meeting notice, unless the shareholder objects to considering the matter
when it is presented.

          (e)     Contents of Notice.  The notice of each special shareholder
meeting shall include a description of the purpose or purposes for which the
meeting is called.  Except as provided in this section 2.4(e), the articles of
incorporation, or otherwise in the Act, the notice of an annual shareholder
meeting need not include a description of the purpose or purposes for which
the meeting is called.

     If a purpose of any shareholder meeting is to consider either:  (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange, or other disposition of all, or
substantially all of the corporation's property; (4) the dissolution of the
corporation; or (5) the removal of a director, the notice must so state and,
to the extent applicable, be accompanied by a copy or summary of the:  (1)
articles of amendment; (2) plan of merger or share exchange; (3) agreement for
the disposition of all or substantially all of the corporation's property; or
(4) the terms of the dissolution.  If the proposed corporate action creates
dissenters' rights, the notice must state that shareholders are, or may be
entitled to assert dissenters' rights, and must be accompanied by a copy of
the provisions of the Act governing such rights.

     Section 2.5     Meetings by Telecommunications.  Any or all of the
shareholders may participate in an annual or special meeting of shareholders
by, or the meeting may be conducted through the use of, any means of
communication by which all persons participating in the meeting can hear each
other during the meeting.  A shareholder participating in a meeting by this
means is considered to be present in person at the meeting.

     Section 2.6     Fixing of Record Date.  For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive payment of any
distribution or dividend, or in order to make a determination of shareholders
for any other proper purpose, the board of directors may fix in advance a date
as the record date.  Such record date shall not be more than 70 days prior to
the meeting of shareholders or the payment of any distribution or dividend.
If no record date is so fixed by the board of directors for the determination
of shareholders entitled to notice of, or to vote at a meeting of
shareholders, or shareholders entitled to receive a share dividend or
distribution, or in order to make a determination of shareholders for any
other proper purpose, the record date for determination of such shareholders
shall be at the close of business on:

          (a)     With respect to an annual shareholder meeting or any special
shareholder meeting called by the board of directors or any person
specifically authorized by the board of directors or these bylaws to call a
meeting, the day before the first notice is delivered to shareholders;

          (b)     With respect to a special shareholders' meeting demanded by
the shareholders, the date the first shareholder signs the demand;

<PAGE>
<PAGE> 6

          (c)     With respect to the payment of a share dividend, the date
the board of directors authorizes the share dividend;

          (d)     With respect to actions taken in writing without a meeting
(pursuant to Article II, section 2.12), the date the first shareholder signs a
consent; and

          (e)     With respect to a distribution to shareholders (other than
one involving a repurchase or reacquisition of shares), the date the board
authorizes the distribution.

     When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section 2.6, such determination
shall apply to any adjournment thereof unless the board of directors fixes a
new record date.  A new record date must be fixed if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.

     Section 2.7     Shareholder List.  The officer or agent having charge of
the stock transfer books for shares of the corporation shall make a complete
record of the shareholders entitled to vote at each meeting of shareholders,
arranged in alphabetical order with the address of and the number of shares
held by each.  The list must be arranged by voting group (if such exists, see
Article II, section 2.8) and within each voting group by class or series of
shares.  The shareholder list must be available for inspection by any
shareholder, beginning on the earlier of ten days before the meeting for which
the list was prepared or two business days after notice of the meeting is
given for which the list was prepared and continuing through the meeting.  The
list shall be available at the corporation's principal office or at a place
identified in the meeting notice in the city where the meeting is to be held.
A shareholder, or his agent or attorney, is entitled, on written demand, to
inspect and, subject to the requirements of section 2.18 of this Article II
and sections 16-10a-1602 and 16-10a-1603 of the Act, or any sections of like
tenor as from time to time amended, to inspect and copy the list during
regular business hours, at his expense, during the period it is available for
inspection.  The corporation shall maintain the shareholder list in written
form or in another form capable of conversion into written form within a
reasonable time.

     Section 2.8     Shareholder Quorum and Voting Requirements.  If the
articles of incorporation or the Act provides for voting by a single voting
group on a matter, action on that matter is taken when voted upon by that
voting group.

     Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to
that matter.  Unless the articles of incorporation, a bylaw adopted pursuant
to section 2.9 of this Article II, or the Act provides otherwise, a majority
of the votes entitled to be cast on the matter by the voting group constitutes
a quorum of that voting group for action on that matter.

     If the articles of incorporation or the Act provides for voting by two or
more voting groups on a matter, action on that matter is taken only when voted
upon by each of those voting groups counted separately.  Action may be taken
by one voting group on a matter even though no action is taken by another
voting group entitled to vote on the matter.

<PAGE>
<PAGE> 7

     Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for
that adjourned meeting.

     If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless
the articles of incorporation, a bylaw adopted pursuant to section 2.9 of this
Article II, or the Act require a greater number of affirmative votes.

     Section 2.9     Increasing Either Quorum or Voting Requirements.  For
purposes of this section 2.9, a "supermajority" quorum is a requirement that
more than a majority of the votes of the voting group be present to constitute
a quorum; and a "supermajority" voting requirement is any requirement that
requires the vote of more than a majority of the affirmative votes of a voting
group at a meeting.

     The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend, or delete a bylaw which fixes a
"supermajority" quorum or "supermajority" voting requirement.

     The adoption or amendment of a bylaw that adds, changes, or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the
same quorum requirement and be adopted by the same vote and voting groups
required to take action under the quorum and voting requirement then in effect
or proposed to be adopted, whichever is greater.

     A bylaw that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended, or repealed by the board of
directors.

     Section 2.10     Proxies.  At all meetings of shareholders, a shareholder
may vote in person, or vote by proxy, executed in writing by the shareholder
or by his duly authorized attorney-in-fact.  Such proxy shall be filed with
the secretary of the corporation or other person authorized to tabulate votes
before or at the time of the meeting.  No proxy shall be valid after 11 months
from the date of its execution unless otherwise provided in the proxy.

     Section 2.11     Voting of Shares.  Unless otherwise provided in the
articles of incorporation, each outstanding share entitled to vote shall be
entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.

     Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the corporation, shall be
voted at any meeting or counted in determining the total number of outstanding
shares at any given time for purposes of any meeting; provided, however, the
prior sentence shall not limit the power of the corporation to vote any
shares, including its own shares, held by it in a fiduciary capacity.

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<PAGE> 8

     Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.

     Section 2.12     Corporation's Acceptance of Votes.

          (a)     If the name signed on a vote, consent, waiver, or proxy
appointment or revocation corresponds to the name of a shareholder, the
corporation if acting in good faith is entitled to accept the vote, consent,
waiver, or proxy appointment or revocation and give it effect as the act of
the shareholder.

          (b)     If the name signed on a vote, consent, waiver, or proxy
appointment or revocation does not correspond to the name of its shareholder,
the corporation, if acting in good faith, is nevertheless entitled to accept
the vote, consent, waiver, or proxy appointment or revocation and give it
effect as the act of the shareholder if:

               (1)     the shareholder is an entity as defined in the Act and
the name signed purports to be that of an officer or agent of the entity;

               (2)     the name signed purports to be that of an
administrator, executor, guardian, or conservator representing the shareholder
and, if the corporation requests, evidence of fiduciary status acceptable to
the corporation has been presented with respect to the vote, consent, waiver,
or proxy appointment or revocation;

               (3)     the name signed purports to be that of  receiver or
trustee in bankruptcy of the shareholder and, if the corporation requests,
evidence of this status acceptable to the corporation has been presented with
respect to the vote, consent, waiver, or proxy appointment or revocation;

               (4)     the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the
corporation requests, evidence acceptable to the corporation of the
signatory's authority to sign for the shareholder has been presented with
respect to the vote, consent, waiver, or proxy appointment or revocation; and

               (5)     two or more persons are the shareholder as co-tenants
or fiduciaries and the name signed purports to be the name of at least one of
the co-owners and the person signing appears to be acting on behalf of all the
co-owners.

          (c)     The corporation is entitled to reject a vote, consent,
waiver, or proxy appointment or revocation if the secretary or other officer
or agent authorized to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature or about the signatory's
authority to sign for the shareholder.

          (d)     The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, or proxy appointment or revocation in good
faith and in accordance with the standards of this section are not liable in
damages to the shareholder for the consequences of the acceptance or
rejection.

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<PAGE> 9

          (e)     Corporate action based on the acceptance or rejection of a
vote, consent, waiver, or proxy appointment or revocation under this section
2.12 is valid unless a court of competent jurisdiction determines otherwise.

     Section 2.13     Inspectors of Election.  There shall be appointed at
least one inspector of the vote.  Such inspector shall first take and
subscribe an oath or affirmation faithfully to execute the duties of inspector
at such meeting with strict impartiality and according to the best of his
ability.  Unless appointed in advance of any such meeting by the board of
directors, such inspector shall be appointed for the meeting by the presiding
officer.  In the absence of any such appointment, the secretary of the
corporation shall act as the inspector.  No candidate for the office of
director (whether or not then a director) shall be appointed as such
inspector.  Such inspector shall be responsible for tallying and certifying
each vote, whether made in person or by proxy.

     Section 2.14     Shareholder Action Without Meeting.  Any action required
or permitted to be taken at a meeting of the shareholders, except for the
election of directors as set forth in section 2.15 of this Article II, may be
taken without a meeting and without prior notice if one or more consents in
writing, setting forth the action so taken, shall be signed by shareholders
having not less than the minimum number of votes that would be necessary to
authorize or take the action at a meeting at which all shares entitled to vote
with respect to the subject matter thereof are present.  Directors may be
elected without a meeting of shareholders by the written consent of the
shareholders holding all of the shares entitled to vote for the election of
directors.  Unless the written consents of all shareholders entitled to vote
have been obtained, notice of any shareholder approval without a meeting shall
be given at least ten days before the consummation of the action authorized by
the approval to (i) those shareholders entitled to vote who have not consented
in writing, and (ii) those shareholders not entitled to vote and to whom the
Act requires that notice of the proposed action be given.  If the act to be
taken requires that notice be given to nonvoting shareholders, the corporation
shall give the nonvoting shareholders written notice of the proposed action at
least ten days before the action is taken.  The notice shall contain or be
accompanied by the same material that would have been required if a formal
meeting had been called to consider the action.  A consent signed under this
section 2.14 has the effect of a meeting vote and may be described as such in
any document.  The written consents are only effective if received by the
corporation within a 60 day period and not revoked prior to the receipt of the
written consent of that number of shareholders necessary to effectuate such
action.  Action taken pursuant to a written consent is effective as of the
date the last written consent necessary to effect the action is received by
the corporation, unless all of the written consents necessary to effect the
action specify a later date as the effective date of the action, in which case
the later date shall be the effective date of the action.  If the corporation
has received written consents signed by all shareholders entitled to vote with
respect to the action, the effective date of the action may be any date that
is specified in all the written consents as the effective date of the action.
Such consents may be executed in any number of counterparts or evidenced by
any number of instruments of substantially similar tenor.

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<PAGE> 10

     Section 2.15     Election of Directors.  At all meetings of the
shareholders at which directors are to be elected, except as otherwise set
forth in any stock designation with respect to the right of the holders of any
class or series of stock to elect additional directors under specified
circumstances, directors shall be elected by a plurality of the votes cast at
the meeting.  The election need not be by ballot unless any shareholder so
demands before the voting begins.  Except as otherwise provided by law, the
articles of incorporation, any preferred stock designation, or these bylaws,
all matters other than the election of directors submitted to the shareholders
at any meeting shall be decided by a majority of the votes cast with respect
thereto.

     Section 2.16     Business at Annual Meeting.  At any annual meeting of
the shareholders, only such business shall be conducted as shall have been
brought before the meeting (a) by or at the direction of the board of
directors or (b) by any shareholder of record of the corporation who is
entitled to vote with respect thereto.  Notwithstanding anything in these
bylaws to the contrary, no business shall be brought before or conducted at an
annual meeting except in accordance with the provisions of this section.  The
officer of the corporation or other person presiding at the annual meeting
shall, if the facts so warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with such
provisions, and if such presiding officer should so determine  and declare to
the meeting that business was not properly brought before the meeting in
accordance with such provisions and if such presiding officer should so
determine, such presiding officer shall so declare to the meeting, and any
such business so determined to be not properly brought before the meeting
shall not be transacted.

     Section 2.17     Conduct of Meeting.  The board of directors of the
corporation shall be entitled to make such rules or regulations for the
conduct of meetings of shareholders as it shall deem necessary, appropriate,
or convenient.  Subject to such rules and regulations of the board of
directors, if any, the chairman of the meeting shall have the right and
authority to prescribe such rules, regulations, and procedures and do all such
acts as, in the judgment of such chairman, are necessary, appropriate, or
convenient for the proper conduct of the meeting, including, without
limitation, establishing an agenda or order of business for the meeting, rules
and procedures for maintaining order at the meeting, and the safety of those
present, limitations on participation in such meeting to shareholders of
record of the corporation and their duly authorized and constituted proxies,
and such other persons as the chairman shall permit, restrictions on entry to
the meeting after the time fixed for the commencement thereof, limitations on
the time allotted to questions or comments by participants and regulation of
the opening and closing of the polls for balloting on matters which are to be
voted on by ballot, unless, and to the extent, determined by the board of
directors or the chairman of the meeting, meetings of shareholders shall not
be required to be held in accordance with rules of parliamentary procedure.

     Section 2.18     Shareholder's Rights to Inspect Corporate Records.

          (a)     Minutes and Accounting Records.  The corporation shall keep
as permanent records minutes of all meetings of its shareholders and board of
directors, a record of all actions taken by the shareholders or board of
directors without a meeting, and a record of all actions taken by a committee
of the board of directors in place of the board of directors on behalf of the
corporation.  The corporation shall maintain appropriate accounting records.

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<PAGE> 11

          (b)     Absolute Inspection Rights of Records Required at Principal
Office.  If a shareholder gives the corporation written notice of his demand
at least five business days before the date on which he wishes to inspect and
copy, such shareholder (or his agent or attorney) has the right to inspect and
copy, during regular business hours, any of the following records, all of
which the corporation is required to keep at its principal office:

               (1)     its articles or restated articles of incorporation and
all amendments to the articles of incorporation currently in effect;

               (2)     its bylaws or restated bylaws and all amendments to the
bylaws currently in effect;

               (3)     the minutes of all shareholders' meetings, and records
of all action taken by shareholders without a meeting, for the past three
years;

               (4)     all written communications to shareholders within the
past three years;

               (5)     a list of the names and business addresses of its
current directors and officers;

               (6)     the most recent annual report of the corporation
delivered to the Nevada Division of Corporations and Commercial Code; and

               (7)     all financial statements prepared for periods ending
during the last three years that a shareholder could request under section
2.19.

          (c)     Conditional Inspection Right.  In addition, if a shareholder
gives the corporation a written demand made in good faith and for a proper
purpose at least five business days before the date on which such shareholder
wishes to inspect and copy, such shareholder describes with reasonable
particularity his purpose and the records he desires to inspect, and the
records are directly connected with his purpose, such shareholder of the
corporation (or his agent or attorney) is entitled to inspect and copy, during
regular business hours at a reasonable location specified by the corporation,
any of the following records of the corporation:

               (1)     excerpts from minutes of any meeting of the board of
directors, records of any action of a committee of the board of directors
acting on behalf of the corporation, minutes of any meeting of the
shareholders, and records of action taken by the shareholders or board of
directors without a meeting, to the extent not subject to inspection under
paragraph (b) of this section 2.18;

               (2)     accounting records of the corporation; and

               (3)     the record of shareholders (compiled no earlier than
the date of the shareholder's demand).

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<PAGE> 12

          (d)     Copy Costs.  The right to copy records includes, if
reasonable, the right to receive copies made by photographic, xerographic, or
other means.  The corporation may impose a reasonable charge, covering the
costs of labor and material (including third-party costs) for copies of any
documents provided to the shareholder.  The charge may not exceed the
estimated cost of production or reproduction of the records.

          (e)     Shareholder Includes Beneficial Owner.  For purposes of this
section 2.18, the term "shareholder" shall include a beneficial owner whose
shares are held in a voting trust or by a nominee on his behalf.

     Section 2.19     Financial Statements Shall be Furnished to the
Shareholders.  Upon written request of any shareholder, the corporation shall
mail to such shareholder its most recent annual or quarterly financial
statements showing in reasonable detail its assets and liabilities and the
results of its operations.

     Section 2.20     Dissenters' Rights.  Each shareholder shall have the
right to dissent from and obtain payment for such shareholder's shares when so
authorized by the Act, the articles of incorporation, these bylaws, or in a
resolution of the board of directors.


                                 ARTICLE III
                              BOARD OF DIRECTORS

     Section 3.1     General Powers.  Unless the articles of incorporation
have dispensed with or limited the authority of the board of directors, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be managed under the direction
of, the board of directors.

     Section 3.2     Number, Tenure, and Qualification of Directors.  Unless
permitted by the Act, the authorized number of directors shall be not less
than three.  The current number of directors shall be as determined (or as
amended from time to time) by resolution adopted from time to time by either
the shareholders or directors.  Each director shall hold office until the next
annual meeting of shareholders or until removed.  However, if his term
expires, he shall continue to serve until his successor shall have been
elected and qualified, or until there is a decrease in the number of
directors.  A decrease in the number of directors does not shorten an
incumbent director's term.  Unless required by the articles of incorporation,
directors do not need to be residents of Nevada or shareholders of the
corporation.

     Section 3.3     Regular Meetings of the Board of Directors.  A regular
meeting of the board of directors shall be held without other notice than this
bylaw immediately after, and at the same place as, the annual meeting of
shareholders.  The board of directors may provide, by resolution, the time and
place for the holding of additional regular meetings without other notice than
such resolution.

     Section 3.4     Special Meetings of the Board of Directors.  Special
meetings of the board of directors may be called by or at the request of the
president or any one director.  The person authorized to call special meetings
of the board of directors may fix any place as the place for holding any
special meeting of the board of directors.

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<PAGE> 13

     Section 3.5     Notice of, and Waiver of Notice for, Special Director
Meetings.  Unless the articles of incorporation provide for a longer or
shorter period, notice of any special director meeting shall be given at least
two days prior thereto either orally, in person, by telephone, by any form of
electronic communication, by mail, by private carrier, or by any other manner
provided for in the Act.  Any director may waive notice of any meeting.
Except as provided in the next sentence, the waiver must be in writing, signed
by the director entitled to the notice, and filed with the minutes or
corporate records.  The attendance of a director at a meeting shall constitute
a waiver of notice of such meeting, except where a director attends a meeting
for the express purpose of objecting to the transaction of any business and at
the beginning of the meeting (or promptly upon his arrival) objects to holding
the meeting or transacting business at the meeting, and does not thereafter
vote for or assent to action taken at the meeting.  Unless required by the
articles of incorporation or the Act, neither the business to be transacted
at, nor the purpose of, any special meeting of the board of directors need be
specified in the notice or waiver of notice of such meeting.

     Section 3.6     Director Quorum.  A majority of the number of directors
in office immediately before the meeting begins shall constitute a quorum for
the transaction of business at any meeting of the board of directors, unless
the articles of incorporation require a greater number.

     Any amendment to this quorum requirement is subject to the provisions of
section 3.8 of this Article III.

     Section 3.7     Directors, Manner of Acting.  The act of the majority of
the directors present at a meeting at which a quorum is present when the vote
is taken shall be the act of the board of directors unless the articles of
incorporation require a greater percentage.  Any amendment which changes the
number of directors needed to take action, is subject to the provisions of
section 3.8 of this Article III.

     Unless the articles of incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting.  A
director participating in a meeting by this means is deemed to be present in
person at the meeting.

     A director who is present at a meeting of the board of directors or a
committee of the board of directors when corporate action is taken is deemed
to have assented to the action taken unless:  (1) he objects at the beginning
of the meeting (or promptly upon his arrival) to holding it or transacting
business at the meeting; or (2) his dissent or abstention from the action
taken is requested by such director to be entered in the minutes of the
meeting; or (3) he delivers written notice of his dissent or abstention to the
presiding officer of the meeting before its adjournment or to the corporation
immediately after adjournment of the meeting.  The right of dissent or
abstention is not available to a director who votes in favor of the action
taken.

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<PAGE> 14

     Section 3.8     Establishing a "Supermajority" Quorum or Voting
Requirement for the Board of Directors.  For purposes of this section 3.8, a
"supermajority" quorum is a requirement that requires more than a majority of
the directors in office to constitute a quorum; and a "supermajority" voting
requirement is any requirement that requires the vote of more than a majority
of those directors present at a meeting at which a quorum is present to be the
act of the directors.

     A bylaw that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:

          (1)     if originally adopted by the shareholders, only by the
shareholders (unless otherwise provided by the shareholders); or

          (2)     if originally adopted by the board of directors, either by
the shareholders or by the board of directors.

     A bylaw adopted or amended by the shareholders that fixes a supermajority
quorum or supermajority voting requirement for the board of directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the board of directors.

     Subject to the provisions of the preceding paragraph, action by the board
of directors to adopt, amend, or repeal a bylaw that changes the quorum or
voting requirement for the board of directors must meet the same quorum
requirement and be adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater.

     Section 3.9     Director Action Without a Meeting.  Unless the articles
of incorporation provide otherwise, any action required or permitted to be
taken by the board of directors at a meeting may be taken without a meeting if
all the directors sign a written consent describing the action taken, and such
consent is filed with the records of the corporation.  Action taken by consent
is effective when the last director signs the consent, unless the consent
specifies a different effective date.  A signed consent has the effect of a
meeting vote and may be described as such in any document.  Such consent may
be executed in any number of counterparts, or evidenced by any number of
instruments of substantially similar tenor.

     Section 3.10     Removal of Directors.  The shareholders may remove one
or more directors at a meeting called for that purpose if notice has been
given that the purpose of the meeting is such removal.  The removal may be
with or without cause unless the articles of incorporation provide that
directors may only be removed with cause.  If a director is elected by a
voting group of shareholders, only the shareholders of that voting group may
participate in the vote to remove him.  If cumulative voting is authorized, a
director may not be removed if the number of votes sufficient to elect him
under cumulative voting is voted against his removal.  If cumulative voting is
not authorized, a director may be removed only if the number of votes cast to
remove him exceeds the number of votes cast against such removal.

<PAGE>
<PAGE> 15

     Section 3.11     Board of Director Vacancies.  Unless the articles of
incorporation provide otherwise, if a vacancy occurs on the board of
directors, including a vacancy resulting from an increase in the number of
directors, the shareholders may fill the vacancy.  During such time that the
shareholders fail or are unable to fill such vacancies, then and until the
shareholders act:

          (1)     the board of directors may fill the vacancy; or

          (2)     if the directors remaining in office constitute fewer than a
quorum of the board, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office.

     If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of that voting group are entitled to
vote to fill the vacancy if it is filled by the shareholders.  If two or more
directors are elected by the same voting group, only remaining directors
elected by such voting group are entitled to vote to fill the vacancy of a
director elected by the voting group if it is filled by directors.

     A vacancy that will occur at a specific later date (by reason of
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

     The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected.  However, if his term
expires, he shall continue to serve until his successor is elected and
qualified or until there is a decrease in the number of directors.

     Section 3.12     Director Compensation.  Unless otherwise provided in the
articles of incorporation, by resolution of the board of directors, each
director may be paid his expenses, if any, of attendance at each meeting of
the board of directors, and may be paid a stated salary as director or a fixed
sum for attendance at each meeting of the board of directors or both.  No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

     Section 3.13     Director Committees.

          (a)     Creation of Committees.  Unless the articles of
incorporation provide otherwise, the board of directors may create one or more
committees and appoint members of the board of directors to serve on them.
Each committee must have two or more members, who serve at the pleasure of the
board of directors.

          (b)     Selection of Members.  The creation of a committee and
appointment of members to it must be approved by the greater of (1) a majority
of all the directors in office when the action is taken or (2) the number of
directors required by the articles of incorporation to take such action (or if
not specified in the articles of incorporation, the number required by section
3.7 of this Article III to take action).

          (c)     Required Procedures.  Sections 3.4, 3.5, 3.6, 3.7, 3.8, and
3.9 of this Article III, which govern meetings, action without meetings,
notice and waiver of notice, quorum and voting requirements of the board of
directors, apply to committees and their members.

<PAGE>
<PAGE> 16

          (d)     Authority.  Unless limited by the articles of incorporation,
each committee may exercise those aspects of the authority of the board of
directors which the board of directors confers upon such committee in the
resolution creating the committee; provided, however, a committee may not:

               (1)     authorize distributions to shareholders;

               (2)     approve, or propose to shareholders, action that the
Act requires be approved by shareholders;

               (3)     fill vacancies on the board of directors or on any of
its committees;

               (4)     amend the articles of incorporation pursuant to the
authority of directors to do so granted by section 16-10a-1002 of the Act or
any section of like tenor as from time to time amended;

               (5)     adopt, amend, or repeal bylaws;

               (6)     approve a plan of merger not requiring shareholder
approval;

               (7)     authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the board of directors; or

               (8)     authorize or approve the issuance or sale or contract
for sale of shares or determine the designation and relative rights,
preferences, and limitations of a class or series of shares, except that the
board of directors may authorize a committee (or a senior executive officer of
the corporation) to do so within limits specifically prescribed by the board
of directors.


                                ARTICLE IV
                                 OFFICERS

     Section 4.1     Number of Officers.  The officers of the corporation
shall be a president and a secretary, both of whom shall be appointed by the
board of directors.  Such other officers and assistant officers as may be
deemed necessary, including any vice-presidents, may be appointed by the board
of directors.  If specifically authorized by the board of directors, an
officer may appoint one or more officers or assistant officers.  The same
individual may simultaneously hold more than one office in the corporation.

     Section 4.2     Appointment and Term of Office.  The officers of the
corporation shall be appointed by the board of directors for a term as
determined by the board of directors.  If no term is specified, such term
shall continue until the first meeting of the directors held after the next
annual meeting of shareholders.  If the appointment of officers shall not be
made at such meeting, such appointment shall be made as soon thereafter as is
convenient.  Each officer shall hold office until his successor shall have
been duly appointed and shall have qualified, until his death, or until he
shall resign or shall have been removed in the manner provided in section 4.3
of this Article IV.

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<PAGE> 17

     Section 4.3     Removal of Officers.  Any officer or agent may be removed
by the board of directors or an officer authorized to do so by the board of
directors at any time either before or after the expiration of the designated
term, with or without cause.  Such removal shall be without prejudice to the
contract rights, if any, of the person so removed.  Neither the appointment of
an officer nor the designation of a specified term shall create any contract
rights.

     Section 4.4     President.  The president shall be the principal
executive officer of the corporation and, subject to the control of the board
of directors, shall in general supervise and control all of the business and
affairs of the corporation.  The president shall, when present, preside at all
meetings of the shareholders and of the board of directors, if the chairman of
the board is not present.  The president may sign, with the secretary or any
other proper officer of the corporation thereunto authorized by the board of
directors, certificates for shares of the corporation and deeds, mortgages,
bonds, contracts, or other instruments arising in the normal course of
business of the corporation and such other instruments as may be authorized by
the board of directors, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and such other duties as may be
prescribed by the board of directors from time to time.

     Section 4.5     Vice-Presidents.  If appointed, in the event of the
president's death or inability to act, the vice-president (or in the event
there be more than one vice-president, the executive vice-president or, in the
absence of any designation, the senior vice-president in the order of their
appointment) shall perform the duties of the president, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
president.  A vice-president, if any, may sign, with the secretary or an
assistant secretary, certificates for shares of the corporation the issuance
of which has been authorized by resolution of the board of directors; and
shall perform such other duties as from time to time may be assigned to him by
the president or by the board of directors.

     Section 4.6     Secretary.  The secretary shall:  (a) keep the minutes of
the proceedings of the shareholders and of the board of directors in one or
more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law; (c)
be custodian of the corporate records and of any seal of the corporation and,
if there is a seal of the corporation, see that it is affixed to all documents
the execution of which on behalf of the corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the post office address of each
shareholder which shall be furnished to the secretary by such shareholders;
(f) sign with the president, or a vice-president, certificates for shares of
the corporation, the issuance of which has been authorized by resolution of
the board of directors; (g) have general charge of the stock transfer books of
the corporation; and (h) in general perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
by the president or by the board of directors.


<PAGE>
<PAGE> 18

     Section 4.7     Treasurer.  The treasurer, if any, and in the absence
thereof of the secretary, shall:  (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b) receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies, or other depositories as shall be selected by the
board of directors; and (c) in general perform all of the duties incident to
the office of treasurer and such other duties as from time to time may be
assigned to him by the president or by the board of directors.  If required by
the board of directors, the treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
board of directors shall determine.

     Section 4.8     Assistant Secretaries and Assistant Treasurers.  Any
assistant secretary, when authorized by the board of directors, may sign with
the president or a vice-president certificates for shares of the corporation
the issuance of which has been authorized by a resolution of the board of
directors.  Any assistant treasurer shall, if required by the board of
directors, give bonds for the faithful discharge of his duties in such sums
and with such sureties as the board of directors shall determine.  Any
assistant secretary or assistant treasurer, in general, shall perform such
duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the board of directors.

     Section 4.9     Salaries.  The salaries of the officers shall be fixed
from time to time by the board of directors or by a duly authorized officer.


                                ARTICLE V
          INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES

     Section 5.1     Indemnification of Directors.  The corporation shall
indemnify any individual made a party to a proceeding because such individual
was a director of the corporation to the extent permitted by and in accordance
with section 16-10a-901, et seq. of the Act or any amendments of successor
sections of like tenor.

     Section 5.2     Advance Expenses for Directors.  To the extent permitted
by section 16-10a-904 of the Act or any section of like tenor as amended from
time to time, the corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding, if:

          (a)     the director furnishes the corporation a written affirmation
of his good faith belief that he has met the standard of conduct described in
the Act;

          (b)     the director furnishes the corporation a written
undertaking, executed personally or on his behalf, to repay advances if it is
ultimately determined that he did not meet the standard of conduct (which
undertaking must be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to financial ability to
make repayment); and

<PAGE>
<PAGE> 19

          (c)     a determination is made that the facts then known to those
making the determination would not preclude indemnification under section 5.1
of this Article V or section 16-10a-901 through section 16-10a-909 of the Act
or similar sections of like tenor as from time to time amended.

     Section 5.3     Indemnification of Officers, Agents, and Employees Who
are not Directors.  Unless otherwise provided in the articles of
incorporation, the board of directors may authorize the corporation to
indemnify and advance expenses to any officer, employee, or agent of the
corporation who is not a director of the corporation, to the extent permitted
by the Act.


                                 ARTICLE VI
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 6.1     Certificates for Shares.

          (a)     Content.  Certificates representing shares of the
corporation shall at minimum, state on their face the name of the issuing
corporation and that it is formed under the laws of the state of Nevada; the
name of the person to whom issued; and the number and class of shares and the
designation of the series, if any, the certificate represents; and be in such
form as determined by the board of directors.  Such certificates shall be
signed (either manually or by facsimile) by the president or a vice-president
and by the secretary or an assistant secretary and may be sealed with a
corporate seal or a facsimile thereof.  Each certificate for shares shall be
consecutively numbered or otherwise identified.

          (b)     Legend as to Class or Series.  If the corporation is
authorized to issue different classes of shares or different series within a
class, the designations, relative rights, preferences, and limitations
applicable to each class and the variations in rights, preferences, and
limitations determined for each series (and the authority of the board of
directors to determine variations for future series) must be summarized on the
front or back of each certificate.  Alternatively, each certificate may state
conspicuously on its front or back that the corporation will furnish the
shareholder this information without charge on request in writing.

          (c)     Shareholder List.  The name and address of the person to
whom the shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the stock transfer books of the
corporation.

          (d)     Transferring Shares.  All certificates surrendered to the
corporation for transfer shall be canceled and no new certificate shall be
issued until the former certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a lost, destroyed, or
mutilated certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the board of directors may prescribe.


<PAGE>
<PAGE> 20

     Section 6.2     Shares Without Certificates.

          (a)     Issuing Shares Without Certificates.  Unless the articles of
incorporation provide otherwise, the board of directors may authorize the
issuance of some or all the shares of any or all of its classes or series
without certificates.  The authorization does not affect shares already
represented by certificates until they are surrendered to the corporation.

          (b)     Written Statement Required.  Within a reasonable time after
the issuance or transfer of shares without certificates, the corporation shall
send the shareholder a written statement containing at minimum:

               (1)     the name of the issuing corporation and that it is
organized under the laws of the state of Nevada;

               (2)     the name of the person to whom issued; and

               (3)     the number and class of shares and the designation of
the series, if any, of the issued shares.

     If the corporation is authorized to issue different classes of shares or
different series within a class, the written statement shall describe the
designations, relative rights, preferences, and limitations applicable to each
class and the variation in rights, preferences, and limitations determined for
each series (and the authority of the board of directors to determine
variations for future series).  Alternatively, each written statement may
state conspicuously that the corporation will furnish the shareholder this
information without charge on request in writing.

     Section 6.3     Registration of the Transfer of Shares.  Registration of
the transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation.  In order to register a transfer, the
record owner shall surrender the shares to the corporation for cancellation,
properly endorsed by the appropriate person or persons with reasonable
assurances that the endorsements are genuine and effective.  Unless the
corporation has established a procedure by which a beneficial owner of shares
held by a nominee is to be recognized by the corporation as the record owner
of such shares on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.

     Section 6.4     Restrictions on Transfer of Shares Permitted.  The board
of directors (or shareholders) may impose restrictions on the transfer or
registration of transfer of shares (including any security convertible into,
or carrying a right to subscribe for or acquire, shares).  A restriction does
not affect shares issued before the restriction was adopted unless the holders
of the shares are parties to the restriction agreement or voted in favor of
the restriction.

     A restriction on the transfer or registration of transfer of shares is
authorized:

          (a)     to maintain the corporation's status when it is dependent on
the number or identity of its shareholders;

          (b)     to preserve entitlements, benefits, or exemptions under
federal, state, or local law; and

<PAGE>
<PAGE> 21

          (c)     for any other reasonable purpose.

     A restriction on the transfer or registration of transfer of shares may:

          (a)     obligate the shareholder first to offer the corporation or
other persons (separately, consecutively, or simultaneously) an opportunity to
acquire the restricted shares;

          (b)     obligate the corporation or other persons (separately,
consecutively, or simultaneously) to acquire the restricted shares;

          (c)     require the corporation, the holders of any class of its
shares, or another person to approve the transfer of the restricted shares, if
the requirement is not manifestly unreasonable; and

          (d)     prohibit the transfer of the restricted shares to designated
persons or classes of persons, if the prohibition is not manifestly
unreasonable.

     A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this section 6.4 and such person has knowledge of
the restriction or its existence is noted conspicuously on the front or back
of the certificate or is contained in the written statement required by
section 6.2 of this Article VI with regard to shares issued without
certificates.  Unless so noted, a restriction is not enforceable against a
person without knowledge of the restriction.

     Section 6.5     Acquisition of Shares.  The corporation may acquire its
own shares and unless otherwise provided in the articles of incorporation, the
shares so acquired constitute authorized but unissued shares.

     If the articles of incorporation prohibit the reissuance of acquired
shares, the number of authorized shares is reduced by the number of shares
acquired by the corporation, effective upon amendment of the articles of
incorporation, which amendment may be adopted by the shareholders or the board
of directors without shareholder action.  The articles of amendment must be
delivered to the Nevada Division of Corporations and Commercial Code for
filing and must set forth:

          (a)     the name of the corporation;

          (b)     the reduction in the number of authorized shares, itemized
by class and series;

          (c)     the total number of authorized shares, itemized by class and
series, remaining after reduction of the shares; and

          (d)     if applicable, a statement that the amendment was adopted by
the board of directors without shareholder action and that shareholder action
was not required.


<PAGE>
<PAGE> 22

                                   ARTICLE VII
                                  DISTRIBUTIONS

     The corporation may make distributions (including dividends on its
outstanding shares) as authorized by the board of directors and in the manner
and upon the terms and conditions provided by law and in the corporation's
articles of incorporation.


                                  ARTICLE VIII
                                 CORPORATE SEAL

     The board of directors may provide for a corporate seal which may have
inscribed thereon any designation including the name of the corporation,
Nevada as the state of incorporation, and the words "Corporate Seal."


                                   ARTICLE IX
                   DIRECTORS CONFLICTING INTEREST TRANSACTIONS

     A director's conflicting interest transaction may not be enjoined, be set
aside, or give rise to an award of damages or other sanctions, in a proceeding
by a shareholder or by or in the right of the corporation, solely because the
director, or any person with whom or which the director has a personal,
economic, or other association, has an interest in the transaction, if:

          (a)     directors' action respecting the transaction was at any time
taken in compliance with section 16-10a-852 of the Act or any section of like
tenor as amended from time to time;

          (b)     shareholders' action respecting the transaction was at any
time taken in compliance with section 16-10a-853 of the Act or any section of
like tenor as amended from time to time; or

          (c)     the transaction, judged according to the circumstances at
the time of commitment, is established to have been fair to the corporation.

                                    ARTICLE X
                                    AMENDMENTS

     The corporation's board of directors may amend or repeal the
corporation's bylaws unless:

          (a)     the Act or the articles of incorporation reserve this power
exclusively to the shareholders in whole or part; or

          (b)     the shareholders in adopting, amending, or repealing a
particular bylaw provide expressly that the board of directors may not amend
or repeal that bylaw; or

          (c)     the bylaw either establishes, amends, or deletes, a
supermajority shareholder quorum or voting requirement (as defined in Article
II, section 2.9).

<PAGE>
<PAGE> 23

     Any amendment which changes the voting or quorum requirement for the
board must comply with Article III, section 3.8, and for the shareholders,
must comply with Article II, section 2.9.

     The corporation's shareholders may amend or repeal the corporation's
bylaws even though the bylaws may also be amended or repealed by its board of
directors.


                                 ARTICLE XI
                                 FISCAL YEAR

     The fiscal year of the corporation shall be fixed by resolution of the
board of directors in consultation with the financial and tax advisors of the
corporation.


                          CERTIFICATE OF OFFICER

     The undersigned does hereby certify that such person is the Secretary of
OCIS CORP., a corporation duly organized and existing under and by virtue of
the laws of the State of Nevada; that the above and foregoing bylaws of said
corporation were duly and regularly adopted as such by the board of directors
of said corporation by unanimous consent dated February 6, 2002, and that the
above and foregoing bylaws are now in full force and effect and supersede and
replace any prior bylaws of the corporation.

     DATED this 6th day of February, 2002.




     /S/    Kirk Blosch, Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>fex401sc.txt
<DESCRIPTION>SPECIMEN STOCK CERTIFICATE
<TEXT>
<PAGE> 1
EXHIBIT 4.01
Specimen Stock Certificate

NUMBER                                                                  SHARES
 XXXX                                                                     XXX

       INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA: February 6, 2002

                               OCIS Corp.

CAPITAL STOCK: 90,000,000 SHARES COMMON STOCK AT $0.001 PAR VALUE, FULLY PAID
AND NON-ASSESSABLE

This Certifies that ----------------------------is the registered holder of

                               ********

shares of the Capital Stock of OCIS Corp., transferable only on the books of
the Corporation by the holder hereof in person or by Attorney upon surrender
of this Certificate properly endorsed.  In Witness Whereof, the said
Corporation has caused this certificate to be signed by its duly authorized
officers this ____ day of  _________, A.D. 2002.


- -------------------                                    ---------------------
President                                              Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>6
<FILENAME>fex501ao.txt
<DESCRIPTION>OPION OF COUNSEL
<TEXT>
<PAGE> 1
EXHIBIT 5.01 & 23.01
Victor D. Schwarz
4764 South 900 East, Suite 3(A)
Holliday, UT  84117

June 26, 2002

Board of Directors
OCIS Corp.
3942 South 210 West
Salt Lake City, Utah 84107

     Re: OCIS Corp.
         Registration Statement on Form SB-2

Gentlemen:

We have been retained by OCIS Corp. (the "Company") in
connection with the registration statement (the "Registration Statement") on
Form SB-2, and any amendments thereto, to be filed by the Company with the
Securities and Exchange Commission relating to the securities of the Company.
You have requested that we render our opinion as to whether or not the
securities proposed to be sold on the terms set forth in the Registration
Statement will be validly issued, fully paid, and nonassessable.

     In connection with this request, we have examined the following:

     1.   Articles of Incorporation of the Company;
     2.   Bylaws of the Company;
     3.   Unanimous consent resolutions of the Company's board of directors;
     4.   The Registration Statement.

We have examined such other corporate records and documents and have
made such other examinations as we have deemed relevant.

Based on the above examination, we are of the opinion that the securities of
the Company to be sold pursuant to the Registration Statement, when sold and
issued, will be validly authorized and issued, fully paid, and nonassessable
under corporate laws of the state of Nevada.

This opinion is limited in scope to the shares being sold pursuant to the
Registration Statement and does not cover subsequent issuance of shares to be
made in the future.

Further, we consent to our name, Victor D. Schwarz, LLC, being included in the
Registration Statement as having rendered the foregoing opinion and as having
represented the Company in connection with the Registration Statement.

Sincerely,

Victor D. Schwarz, LLC
/S/Victor D. Schwarz, Esq.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>fex1001a.txt
<DESCRIPTION>ASSET PURCHASE AGREEMENT
<TEXT>
Exhibit 10.01


                    PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is entered into
effective the 6th day of February, 2002, by and between Brent W. Schlesinger,
an individual and P.S. Enterprises, a Utah DBA, hereinafter referred to
collectively as "Seller," and OCIS CORP., a Nevada Corporation, hereinafter
referred to as "Buyer," based on the following:

                              Premises

     a)     Seller is involved in the purchase and sale of warehousing and
other business equipment.

     b)     Buyer wants to purchase the assets of Seller used in its business
operation including its inventory.

     c)     Seller wishes to sell its assets to Buyer.

                              Agreement

     Based on the stated premises, which are incorporated herein by reference,
and for and in consideration of the mutual covenants and agreements
hereinafter set forth, the mutual benefits to the parties to be derived
herefrom, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, it is hereby agreed as follows:

                              ARTICLE I
                           Sale of Assets

     1.01     Sale of Assets.  On the terms, and subject to the conditions,
set forth in this Agreement, on the closing date, Seller agrees to sell,
transfer, convey and deliver to Buyer and Buyer agrees to accept and purchase
all of Seller's existing assets used in connection with its business of
purchasing and selling warehousing and business equipment located at 3942
South 210 West, Salt Lake City, Utah, including, without limiting the
generality of the foregoing, the tangible personal property and equipment all
as more particularly described in Exhibit "A," attached hereto and
incorporated herein by this reference, which principally consist of Seller's
inventory.   Such sale, conveyance, transfer, and delivery shall be free and
clear of all liabilities, obligations, liens, and encumbrances.  Except as
specifically set forth herein, no other assets of Seller are to be sold,
transfer, conveyed or delivered to Buyer.

     1.02     Consideration for Sale of Business. In consideration of the
conveyance from Seller to Buyer, Buyer hereby agrees to deliver to Seller, one
hundred thousand (100,000) shares of Buyer's Common Stock, par value $0.001
per share and a promissory note, attached hereto as exhibit "B" and made a
part hereof by this reference, in the amount of fifty thousand dollars
($50,000) due and payable no later than one year from the date of this
Agreement.  The purchase price, and related promissory note, shall be adjusted
down by the amount that the purchase invoices for the inventory delivered is
less than the purchase price of fifty five thousand dollars ($55,000).  All
adjustments shall be made to the promissory note and not to the amount of
shares deliverable.

<PAGE>
<PAGE> 2

     1.03     Further Assurances.  At the Closing and from time to time
thereafter, Buyer shall execute such additional instruments and take such
other action as Seller may reasonably request, without undue cost to Buyer in
order to more effectively sell, transfer, and assign clear title and ownership
to the assets attached as exhibit "A."

     1.04     Closing and Parties.  The Closing contemplated hereby shall be
held at a mutually agreed upon time and place (the "Closing Date").  The
Closing may be accomplished by wire, express mail, overnight courier,
conference telephone call or as otherwise agreed to by the respective parties
or their duly authorized representatives.

     1.05     Effective Date.     The effective date of the transactions
provided for in this Article I shall be deemed to have occurred on, February
6, 2002.

     1.06     Access to Properties and Records Prior to Closing.  Until the
Closing Date, Seller will afford to Buyer full access to the properties of the
Seller in order that Buyer may have full opportunity to make such reasonable
investigation as it shall desire to make of the assets of Seller.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER

     2.01     Title to Assets.      The Seller represents, warrants, and
covenants to Buyer that the Seller is the lawful owner of all property
transferred hereby; that the property is free from any and all liens and
encumbrances; that Seller has the right, power, and authority to transfer the
property to Buyer without the approval of any other person; and that Seller
will warrant and defend title to the property against the claims and demands
of all persons arising out of or in connection with any act or event occurring
prior to the date of this Agreement.

     2.02     Condition of Property.  All property, including inventory, to be
transferred pursuant to this Agreement is in good and working condition and
may be sold in a working condition for the purposes in which it is intended to
be used.

     2.03     Representations and Warranties Regarding Securities Laws. In
order to provide documentation for reliance upon exemptions from the
registration and prospectus delivery requirements for this transaction, the
signing of this Agreement and the delivery of appropriate separate
representations shall constitute the parties acceptance of, and concurrence
in, the following representations and warranties:

     (a)     Seller acknowledges that neither the SEC nor the securities
commission of any state or other federal agency has made any determination as
to the merits of acquiring the shares of Common Stock or Unit, and that this
transaction involves certain risks.

     (b)     Seller has received and read the Agreement and understand the
risks related to the consummation of the transactions herein contemplated.

     (c)     Seller has such knowledge and experience in business and
financial matters that he is capable of evaluating each business.

<PAGE>
<PAGE> 3

     (d)     Seller has been provided with copies of all materials and
information he requested, including any information requested to verify any
information furnished (to the extent such information is available or can be
obtained without unreasonable effort or expense), and the parties have been
provided the opportunity for direct communication regarding the transactions
contemplated hereby.

     (e)     All information which Seller has provided to Buyer or its
representatives concerning his suitability and intent to hold the shares of
Common Stock following the transactions contemplated hereby is complete,
accurate, and correct.

     (f)     Seller has not offered or sold any securities of Buyer or
interest in this Agreement and has no present intention of dividing the shares
of Common Stock to be received or the rights under this Agreement with others
or of reselling or otherwise disposing of any portion of such stock or rights,
either currently or after the passage of a fixed or determinable period of
time or on the occurrence or nonoccurrence of any predetermined event or
circumstance.

     (g)     Seller understands that the shares of Common Stock have not been
registered, but are being acquired by reason of a specific exemption under the
Securities Act as well as under certain state statutes for transactions not
involving any public offering and that any disposition of the subject shares
of Common Stock may, under certain circumstances, be inconsistent with this
exemption and may make Seller an "underwriter," within the meaning of the
Securities Act.  It is understood that the definition of "underwriter" focuses
upon the concept of "distribution" and that any subsequent disposition of the
subject shares of Common Stock can only be effected in transactions which are
not considered distributions.  Generally, the term "distribution" is
considered synonymous with "public offering" or any other offer or sale
involving general solicitation or general advertising.  Under present law, in
determining whether a distribution occurs when securities are sold into the
public market, under certain circumstances one must consider the availability
of public information regarding the issuer, a holding period for the
securities sufficient to assure that the persons desiring to sell the
securities without registration first bear the economic risk of their
investment, and a limitation on the number of securities which the stockholder
is permitted to sell and on the manner of sale, thereby reducing the potential
impact of the sale on the trading markets.  These criteria are set forth
specifically in rule 144 promulgated under the Securities Act, and, after one
year after the date the shares of Common Stock are fully paid for, as
calculated in accordance with rule 144(d), sales of securities in reliance
upon rule 144 can only be made in limited amounts in accordance with the terms
and conditions of that rule.  After two years from the date the securities are
fully paid for, as calculated in accordance with rule 144(d), they can
generally be sold without meeting those conditions, provided the holder is not
(and has not been for the preceding three months) an affiliate of the issuer.

<PAGE>
<PAGE> 4

     (h)     Seller acknowledges that the shares of Common Stock must be held
and may not be sold, transferred, or otherwise disposed of for value unless
they are subsequently registered under the Securities Act or an exemption from
such registration is available.  Buyer is not under any obligation to register
the shares of Common Stock under the Securities Act.  If rule 144 is available
after one year and prior to two years following the date the shares are fully
paid for, only routine sales of such shares of Common Stock in limited amounts
can be made in reliance upon rule 144 in accordance with the terms and
conditions of that rule.  Buyer is not under any obligation to make rule 144
available, except as may be expressly agreed to by it in writing in this
Agreement, and in the event rule 144 is not available, compliance with
regulation A or some other disclosure exemption may be required before Seller
can sell, transfer, or otherwise dispose of such shares of Common Stock
without registration under the Securities Act.  Buyer will maintain a stop
transfer order against the registration or transfer of the shares of Common
Stock, and the certificates representing the shares of Common Stock will bear
a legend in substantially the following form so restricting the sale of such
securities:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE
"RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE
SECURITIES ACT.  THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT
BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.

     (I)     Buyer may refuse to register further transfers or resales of the
shares of Common Stock in the absence of compliance with rule 144 unless the
Seller furnish Buyer with a "no-action" or interpretive letter from the SEC or
an opinion of counsel reasonably acceptable to Buyer stating that the transfer
is proper.  Further, unless such letter or opinion states that the shares of
Common Stock are free of any restrictions under the Securities Act, Buyer may
refuse to transfer the securities to any transferee who does not furnish in
writing to Buyer the same representations and agree to the same conditions
with respect to such shares of Common Stock as set forth herein.  Buyer may
also refuse to transfer the shares of Common Stock if any circumstances are
present reasonably indicating that the transferee's representations are not
accurate.

     (J)     Seller is aware that there currently is no trading market for
Buyer's securities and any investment in Buyer should be viewed as a long
term, illiquid, investment subject to a high degree of risk.

     2.04 Additional Documentation and Representations.

     (a)  In connection with the transaction contemplated by this Agreement,
Buyer and Seller shall each file, with the assistance of the other and their
respective legal counsel, such notices, applications, reports, or other
instruments as may be deemed by them to be necessary or appropriate in an
effort to document reliance on such exemptions, and the appropriate regulatory
authority in the State or Utah unless an exemption requiring no filing is
available in such jurisdictions, all to the extent and in the manner as may be
deemed by such parties to be appropriate.

<PAGE>
<PAGE> 5

     (b)     In order to more fully document reliance on the exemptions as
provided herein, Buyer and Seller shall execute and deliver to the other, at
or prior to the Closing, such further letters of representation,
acknowledgment, suitability, or the like as Buyer and Seller and their counsel
may reasonably request in connection with reliance on exemptions from
registration under such securities laws including but not limited to an
investment letter.

     (c)     Buyer and Seller acknowledge that the basis for relying on
exemptions from registration or qualifications are factual, depending on the
conduct of the various parties, and that no legal opinion or other assurance
will be required or given to the effect that the transactions contemplated
hereby are in fact exempt from registration or qualification.

                              ARTICLE III
                           SPECIAL COVENANTS

     3.01     Activities of Seller.

     (a)     From and after the date of this Agreement until the Closing Date
and except as contemplated by this Agreement, Seller will each:

     (i)     Carry on its business in substantially the same manner as it has
heretofore;

     (ii)     Maintain in full force and effect insurance comparable in amount
and in scope of coverage to that now maintained by it; and

     (iii)     Perform in all material respects all of its obligations under
material contracts, leases, and instruments relating to or affecting its
assets, properties, and business.

     3.02     Covenant not to Compete.  Brent W. Schlesinger agrees that he
will not compete with the business of Buyer as it relates to the purchase and
sale of warehousing and other business equipment for a period of twelve months
from the date of this Agreement.  Brent W. Schlesinger will be able to engage
in the purchase and sale of warehousing and business equipment if Buyer has
agreed that it is not interested in purchasing and selling a specific item
presented to Buyer by Seller.  In the event of a breach or threatened breach
of the foregoing covenants not to compete, Buyer and Seller, as applicable,
shall have the right to have such covenants specifically enforced by any court
having jurisdiction; it being acknowledged and agreed that any such breach or
threatened breach will cause irreparable injury to the nonbreaching party.
If in any judicial proceeding, a court shall refuse to enforce any of the
covenants included in this section because of the duration of such provisions
or the area covered thereby, Buyer and Seller agree that the court making such
determination shall have the power to reduce the duration and/or areas of such
provisions and to enforce such provision in its reduced form.

     3.03     Compliance with Securities Laws.  The consummation of this
Agreement and the transactions herein contemplated, including the sale of the
common stock by Buyer to the Seller as contemplated hereby, constitutes the
offer and sale of securities under the Securities Act of 1933, as amended, and
certain state statues.  Such transactions shall be consummated in reliance on

<PAGE>
<PAGE> 6

exemptions from the registration and prospectus delivery requirements of such
statutes that depend, inter alia, upon the circumstances under which Seller
acquires such shares of common stock.  In connection with reliance upon
exemptions from the registration and the prospectus delivery requirements for
such transactions, Seller shall provide Buyer with such representations and
assurances as Buyer may reasonably request.  The parties shall cooperate and
utilize their best efforts to document reliance on exemptions from
registration under applicable federal and state securities laws.


                                 ARTICLE IV
                               MISCELLANEOUS

     4.01     Brokers.  Buyer and Seller agree that there were no finders or
brokers involved in bringing the parties together or who were instrumental in
the negotiation, execution, or consummation of this Agreement.  Further, Buyer
and Seller each agree to indemnify the other against any claim by any third
person for any commission, brokerage, or finder's fee or other payment with
respect to this Agreement or the transactions contemplated hereby based on any
alleged agreement or understanding between such party and such third person,
whether express or implied, from the actions of such party.

     The covenants set forth in this section shall survive the Closing Date
and the consummation of the transactions herein contemplated.

     4.02       No Representation Regarding Tax Treatment.  No representation
or warranty is being made by any party to any other regarding the treatment of
this transaction for federal or state income taxation.  Each party has relied
exclusively on its own legal, accounting, and other tax adviser regarding the
treatment of this transaction for federal and state income taxes and on no
representation, warranty, or assurance from any other party or such other
party's legal, accounting, or other adviser.

     4.03     Governing Law.  This Agreement shall be governed by, enforced
and construed under and in accordance with the laws of the  State of Utah.

     4.04     Notices.  Any notices or other communications required or
permitted hereunder shall be sufficiently given if personally delivered, if
sent by facsimile or telecopy transmission or other electronic communication
confirmed by registered or certified mail, postage prepaid, or if sent by
prepaid overnight
courier addressed as follows:

If to Buyer, to: OCIS CORP.           If to Seller, to: Brent W. Schlesinger
                 2081 South Lakeline Drive              258 East 7160 South
                 Salt Lake City, Utah 84109             Midvale, Utah 84047
                 Fax: (801) 487-8117                    Fax:  (801) 256-9846

or such other addresses as shall be furnished in writing by any party in the
manner for giving notices, hereunder, and any such notice or communication
shall be deemed to have been given as of the date so delivered or sent by
facsimile or telecopy transmission or other electronic communication, or one
day after the date so sent by overnight courier.

<PAGE>
<PAGE> 7

     4.05     Attorney's Fees.  In the event that any party institutes any
action or suit to enforce this Agreement or to secure relief from any default
hereunder or breach hereof, the breaching party or parties shall reimburse the
nonbreaching party or parties for all costs, including reasonable attorneys'
fees, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.

     4.06     Entire Agreement.  This Agreement represents the entire
agreement between the parties relating to the subject matter hereof.  All
previous agreements between the parties, whether written or oral, have been
merged into this Agreement.  This Agreement alone fully and completely
expresses the agreement of the parties relating to the subject matter hereof.
There are no other courses of dealing, understandings, agreements,
representations, or warranties, written or oral, except as set forth herein.

     4.07     Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which taken
together shall be but a single instrument.

     4.08     Third Party Beneficiaries.   This Agreement is solely between
Buyer and Seller and no director, officer, stockholder, employee, agent
independent contractor, or any other person or entity shall be deemed to be a
third party beneficiary of this Agreement.

     4.09     Amendment or Waiver.  Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred
herein, at law, or in equity, and such remedies may be enforced concurrently,
and no waiver by any party of the performance of any obligation by the other
shall be construed as a waiver of the same or any other default then,
theretofore, or thereafter occurring or existing.  At any time prior to the
Closing Date, this Agreement may be amended by a writing signed by all parties
hereto, with respect to any of the terms contained herein, and any term or
condition of this Agreement may be waived or the time for performance thereof
may be extended by a writing signed by the

(The rest of this page intentionally left blank.)

party or parties for whose benefit the provision is intended.

     IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective officers, hereunto duly
authorized, as of the date first above written.


SELLER: BRENT W. SCHLESINGER;
P.S. ENTERPRISES, DBA


By:_______/s/__________________________
     Brent W. Schlesinger, on behalf of
     P.S. Enterprises, DBA

_______/s/_____________________________
Brent W. Schlesinger, Individually

<PAGE>
<PAGE> 8

BUYER: OCIS CORP.


By:_/s/________________________________
    A Duly Authorized Officer

STATE OF UTAH               )
                              ss.
COUNTY OF SALT LAKE     )

     On this 6th day of February, 2002, personally appeared before me Brent W.
Schlesinger, whose identity is personally known to me and who by me duly
sworn, did say that he is the owner of P.S. Enterprises and that said document
was signed by him on behalf of P.S. Enterprises and personally.

     ________/s/______________________________________
     NOTARY PUBLIC

STATE OF UTAH               )
                              ss.
COUNTY OF SALT LAKE     )

     On this 6th day of February, 2002, personally appeared before me Kirk
Blosch, whose identity is personally known to me and who by me duly sworn, did
say said document was signed, by him on behalf of OCIS CORP. and said Kirk
Blosch acknowledged to me that said corporation executed the same.

     ___________/s/_______________________________
     NOTARY PUBLIC

<PAGE>
<PAGE> 9
Exhibit A To
Asset Purchase Agreement

<TABLE>

   QUANTITY             DESCRIPTION                   NET EACH $$TOTAL $$  RETAIL $$  NEW $$
   <s>             <c>                                <c>      <c>         <c>       <c>
        280        SPEED RACK BEAMS 96"                $8.00 $2,240.00     $14.00     $21.00
        130        SPEED RACK BEAMS 92"                $6.00   $780.00     $12.00     $20.00
         18        SPEED RACK UP. 42"x132"            $20.00   $360.00     $35.00     $60.00
         60        SPEED RACK BEAMS 62"                $4.00   $240.00     $10.00     $16.00
         17        SPEED RACK UP. 44"x217"            $35.00   $595.00     $60.00    $110.00
         15        SPEED RACK UP. 44"x192"            $35.00   $525.00     $50.00     $90.00
        500        STURDIBUILT BEAMS 106"              $8.00 $4,000.00     $14.00     $21.00
         68        STURDIBUILT BEAMS 94"               $7.00   $476.00     $12.00     $19.00
         80        STURDIBUILT UP. 38"x96"            $12.00   $960.00     $25.00     $45.00
         20        STURDIBUILT UP. 38"x144"           $20.00   $400.00     $45.00     $60.00
         40        STURDIBUILT UP. 38"x70"            $10.00   $400.00     $20.00     $40.00
        260        I-SERIES BEAMS 104"                 $8.00 $2,080.00     $14.00     $22.00
         60        I-SERIES BEAMS 108"                $10.00   $600.00     $16.00     $23.00
         70        I-SERIES BEAMS 96"                  $8.00   $560.00     $14.00     $21.00
        180        I-SERIES BEAMS 60"                  $4.00   $720.00     $10.00     $18.00
         10        I-SERIES UP. 44"x224"              $50.00   $500.00     $85.00    $130.00
          5        I-SERIES UP. 42"x192"              $35.00   $175.00     $60.00     $95.00
          6        I-SERIES UP. 52"x144"              $20.00   $120.00     $45.00     $75.00
         20        I-SERIES UP. 38"x96"               $15.00   $300.00     $35.00     $45.00
         10        I-SERIES UP. 36"x144"              $20.00   $200.00     $45.00     $65.00
         60        T-BOLT BEAMS 98"                    $8.00   $480.00     $12.00     $21.00
         50        T-BOLT BEAMS 96"                    $8.00   $400.00     $12.00     $21.00
         24        SECTIONSKINGWAY CARTON FLOW RACK  $200.00 $4,800.00    $500.00    $900.00
         300       POS. FRAZIER PUSH-BACK RACK        $25.00 $7,500.00     $45.00     $85.00
         22        HYTROL SKATE WHL. CONVEYOR         $20.00   $440.00     $45.00    $100.00
          3        HYTROL SLIDER BED POW.CONV.       $400.00 $1,200.00    $900.00  $1,880.00
          1        AM LIFT TABLE w/TURN TABLE        $800.00   $800.00  $1,500.00  $3,800.00
          1        LITTLE DAVID AUTO BOX TAPER       $500.00   $500.00  $1,500.00  $4,000.00
          1        SHREADER FAN 10HP                 $500.00   $500.00  $1,000.00  $3,500.00
          1        SHREADER FAN 15HP                 $500.00   $500.00  $1,000.00  $3,800.00
          1        AM BARREL 1 TON HOIST 22OV        $400.00   $400.00    $750.00  $1,200.00
         80        WIRE DECKS 36"-48"                  $4.00   $320.00     $10.00     $19.00
          1        HYSTER FORKLIFT ELECT. R45      $3,500.00 $3,500.00  $5,500.00 $22,000.00
          1        HYSTER FORKLIFT L/P S30E        $3,500.00 $3,500.00  $5,000.00 $17,000.00
          1        ALLIS CHALMERS ACC40 L/P        $3,000.00 $3,000.00  $4,500.00 $15,000.00
          1        CLARK FORKLIFT ELECT. EC500-50  $3,500.00 $3,500.00  $5,500.00 $18,000.00
          1        CAT FORKLIFT T-60C L/P          $3,500.00 $3,500.00  $5,500.00 $19,000.00
          1        TENANT 260 FLOOR SCRUBBER LP    $1,000.00 $1,000.00  $2,500.00 $10,000.00
                                          TOTAL      $52,071.00


</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>fex1002.txt
<DESCRIPTION>ADDENDUM TO ASSET PURCHASE AGREEMENT
<TEXT>
<PAGE> 1

Exhibit 10.02


                               ADDENDUM TO
                        PURCHASE AND SALE AGREEMENT
                                   AND
                             PROMISSORY NOTE

     THIS ADDENDUM TO THE PURCHASE AND SALE AGREEEMENT AND PROMISSORY NOTE,
both dated February 6, 2002, is entered into this 31st day of March, 2002, by
and between OCIS Corp. ("OCIS") and Brent W. Schlesinger ("Schlesinger").

                                   Premises

     Pursuant to the terms of the Purchase and Sale Agreement dated February
6, 2002, OCIS and Schlesinger agreed to modify the purchase price of the
assets being purchased based on an itemized inventory list.  The list and
subsequent hand count resulted in a total of $45,626 in inventory having been
purchased, based on a lower of cost or market valuation.  Accordingly, the
parties want to set forth in this writing that the promissory note is being
reduced to $40,626, after giving effect to the $5,000 payment in shares of
OCIS common stock.

                                     Agreement

     Based on the stated premises, which are incorporated herein by reference,
and for and in consideration of the mutual covenants and agreements
hereinafter set forth, the mutual benefits to the parties to be derived
herefrom, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, it is hereby agreed as follows:


1.     Reduction in Purchase Price.  The parties hereby agree that the
purchase price for the assets shall be $45,626 with the resulting promissory
note being reduced to $40,626.

2.     Ratification.     Except as expressly amended hereby, the terms of the
Agreement are hereby ratified and approved as originally written.



                                   Brent W. Schlesinger

                                         /s/
                                   ________________________________


                                   OCIS Corp.


                                   By:_________/s/____________________
                                      A Duly Authorized Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>fex1003.txt
<DESCRIPTION>FORM OF PROCEEDS ESCROW AGREEMENT
<TEXT>
<PAGE> 1

Exhibit 10.03

                            PROCEEDS ESCROW AGREEMENT

THIS PROCEEDS ESCROW AGREEMENT (the "Agreement") is made and entered into this
_____ day of June, 2002, by and between OCIS CORP., a Nevada corporation (the
"Company"), and ESCROW SPECIALISTS, Salt Lake City, Utah (the "Escrow Agent").

                                   Premises

The Company proposes to offer for sale to the general public in certain states
up to 600,000 shares of common stock, par value $0.001, at an offering price
of $0.25 per share (the "Shares"), pursuant to the registration provisions of
the Securities Act of 1933, as amended, and pursuant to a registration
statement on Form SB-2 (the "Registration Statement"), SEC File No.
__________, on file with the Securities and Exchange Commission (the
"Commission").  The Company will offer the Shares for sale through its
officers and directors on a "best efforts, all or none" basis in accordance
with the terms of the prospectus (the "Prospectus") included in the
Registration Statement.  In accordance with the terms of the Prospectus, the
Company desires to provide for the escrow of the minimum subscription payments
for Shares until the amount, as set forth below, has been received.

Agreement

NOW, THEREFORE, the parties hereto agree as follows:

1.  Until termination of this Agreement, all funds collected by the Company
from subscriptions for the purchase of Shares in the subject offering shall be
deposited promptly with the trust department of the Escrow Agent, but in any
event no longer than noon of the next business day following receipt.

2.  Concurrently with transmitting funds to the trust department of the Escrow
Agent, the Company shall also deliver to the Escrow Agent a schedule setting
forth the name and address of each subscriber whose funds are included in such
transmittal, the number of Shares subscribed for, and the dollar amount paid.
All funds so deposited shall remain the property of the subscriber and shall
not be subject to any lien or charges by Escrow Agent, or judgments or
creditors' claims against the Company until released to it in the manner
hereinafter provided.

3.  If at any time prior to the expiration of the minimum offering period, as
specified in paragraph 4, $75,000 has been deposited pursuant to this
Agreement, the Escrow Agent shall promptly confirm the receipt of such funds
to the Company and on written request of the Company, promptly transmit the
balance to the Company (such event is hereinafter referred to as the
"Closing").  Thereafter, the Escrow Agent shall continue to accept deposits
from the Company and transmit without further request or instruction the
balance to the Company until the offering is terminated.

4.   If within 120 days after the effective date of the Registration
Statement, the Company has not deposited $75,000 in good funds with the Escrow
Agent, the Escrow Agent shall so notify the Company and shall promptly
transmit to those investors who subscribed for the purchase of the Shares the
amount of money each such investor so paid.  The Escrow Agent shall furnish to
the Company an accounting for the refund in full to all subscribers.

<PAGE>
<PAGE> 2

5.  If at any time prior to the termination of the escrow the Escrow Agent is
advised by the Commission that a stop order has been issued with respect to
the Registration Statement, the Escrow Agent shall, 20 days after the date of
any such stop order, return all funds to the respective subscribers unless it
receives written notice within such 20-day period that the stop order has been
lifted.

6.  It is understood and agreed that the duties of the Escrow Agent are
entirely ministerial, being limited to receiving monies from the Company and
holding and disbursing such monies in accordance with this Agreement.  The
Escrow Agent shall have no obligation to invest the offering proceeds.

7.  The Escrow Agent acts hereunder as a depository only, and is not
responsible or liable in any manner whatsoever for the sufficiency,
correctness, genuineness, or validity of any instrument deposited with it, or
with respect to the form or execution of the same, or the identity, authority
or rights of any person executing or depositing the same.

8.  The Escrow Agent shall not take any action pursuant to additional escrow
instructions not included herein unless such instructions are in writing and
have been signed by the Company.

9.  The Escrow Agent shall not be required to take or be bound by notice of
any default of any person or to take such default involving any expense or
liability, unless notice in writing is given to an officer of the Escrow Agent
of such default by the undersigned or any of them, and unless it is
indemnified in a manner satisfactory to it against any expense or liability
arising therefrom.

10.  The Escrow Agent shall not be liable for acting on any notice, request,
waiver, consent, receipt, or other paper or document believed by the Escrow
Agent to be genuine and to have been signed by the proper party or parties.

11.  The Escrow Agent shall not be liable for any error of judgment or for any
act done or step taken or omitted by it in good faith, or for any mistake of
fact or law, or for anything which it may do or refrain from doing in
connection herewith, except its own willful misconduct.

12.  The Escrow Agent shall not be answerable for the default or misconduct of
any agent, attorney, or employee appointed by it if such agent attorney, or
employee shall have been selected with reasonable care.

13.  The Escrow Agent may consult with legal counsel in the event of any
dispute or question as to the consideration of the foregoing instructions or
the Escrow Agent's duties hereunder, and the Escrow Agent shall incur no
liability and shall be fully protected in acting in accordance with the
opinion and instructions of such counsel.

<PAGE>
<PAGE> 3

14.  In the event of any disagreement between the Company and the Escrow Agent
and/or any other person, resulting in adverse claims and/or demands being made
in connection with or for any papers, money, or property involved herein or
affected hereby, the Escrow Agent shall be entitled at its option to refuse to
comply with any such claim, or demand so long as such disagreement shall
continue and, in so refusing, the Escrow Agent shall not be or become liable
to the undersigned or any of them or to any person named in the foregoing
instructions for the failure or refusal to comply with such conflicting or
adverse demands, and the Escrow Agent shall be entitled to continue to so
refrain and refuse to so act until (a) the rights of adverse claimants have
been fully adjudicated in a court assuming and having jurisdiction of the
parties and the securities, monies, papers, and property involved herein or
affected hereby; and/or (b) all differences shall have been adjusted by
agreement and the Escrow Agent shall have been notified in writing signed by
all of the interested parties.

15.  The Escrow Agent reserves the right to resign hereunder, upon ten (10)
days prior written notice to the Company.  In the event of said resignation,
and prior to the effective date thereof, the Company, by written notice to the
Escrow Agent, shall designate a successor escrow agent to assume the
responsibilities of the Escrow Agent under this Agreement, and the Escrow
Agent immediately shall deliver any undisbursed offering proceeds to such
successor escrow agent.  If the Company shall fail to designate such a
successor escrow agent within such time period, the Escrow Agent may deliver
any undisbursed offering proceeds into the registry of any court having
jurisdiction.

16.  The consideration for its agreement to act as the Escrow Agent is $
100.00, the receipt of which is hereby acknowledged for the first 25 checks
received and $1.00 for each check after 25.  In addition, if $75,000 is not
received in escrow within the escrow period and the Escrow agent is required
to return funds to investors as provided in section 4, the Escrow Agent shall
receive a fee of $5.00 per check for such services.  The fee agreed on for
services rendered hereunder is intended as full compensation for the Escrow
Agent's services as contemplated by this Agreement; however, in the event that
the conditions of this Agreement are not fulfilled, the Escrow Agent renders
any material service not contemplated by this Agreement, there is any
assignment of interest in the subject matter of this Agreement, there is any
material modification hereof, any material controversy arising hereunder, or
the Escrow Agent is made a party to or justifiably intervenes in any
litigation pertaining to this Agreement or the subject matter hereof, the
Escrow Agent shall be reasonably compensated for such extraordinary expenses,
including reasonable attorneys' fees, occasioned by any delay, controversy,
litigation, or event.  Any additional compensation to the Escrow Agent arising
as a result of litigation pertaining to this Agreement and any other
additional compensation to the Escrow Agent shall be paid by the Company.

17.  This Agreement shall be binding upon, and shall inure to the benefit of,
the parties hereto and their respective successors and assigns, including any
successor to the Escrow Agent in the event of its liquidation; provided,
however, that no party may assign this Agreement or any interest herein
without the prior written consent of the other parties.

18.  This Agreement shall be governed by and interpreted in accordance with
the laws of the State of Utah and the laws of the United States applicable to
the State of Utah.

<PAGE>
<PAGE> 4

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers, as of the date first
above written.


OCIS Corp., a Utah Corporation




Brent W. Schlesinger
President



I, Dennis Simpson, a duly authorized officer of the Escrow Agent, hereby
acknowledge receipt of this Agreement and agree to act as Escrow Agent in
accordance with said Agreement and on the terms and conditions above set forth
this ______ day of June, 2002.

ESCROW SPECIALISTS



Dennis Simpson
Duly Authorized Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>10
<FILENAME>fex1004.txt
<DESCRIPTION>PROMISSORY NOTE-HOLMES
<TEXT>
Exhibit 10.04

$7,500.00(U.S.)                                     Dated: February 6, 2002

                             PROMISSORY NOTE

     FOR VALUE RECEIVED, Jeff Holmes ("Maker"), promises to pay to OCIS Corp.,
a Nevada corporation ("Holder"), or order, seven thousand five hundred dollars
($7,500.00).

                                Premises

     This Note relates to the purchase of shares of the Holder's common stock.

                                  Note

     1.     Payments.  The principal on the obligation represented hereby
shall be repaid in full at the earlier of (i) December 31, 2002 or (ii) demand
of the Holder.

     2.     Interest.       The obligation shall bear simple interest at the
rate of six percent (6%) per annum.  All interest shall be due and payable
December 31, 2002, unless Holder demands payment of the principal earlier in
which case the interest shall be due at the same time.

     3.     Type and place of Payments.  Payment of principal and interest
shall be made in lawful money of the United States of America to the above
named Holder at its offices in Salt Lake City, Utah, or order.

     4.     Prepayment.  Advance payment or payments may be made on the
principal and interest, without penalty or forfeiture.  There shall be no
penalty for any prepayment.

     5.     Default.       Upon the occurrence or during the continuance of
any one or more of the events hereinafter enumerated, Holder or the holder of
this Note may forthwith or at any time thereafter during the continuance of
any such event, by notice in writing to the Maker, declare the unpaid balance
of the principal and interest on the Note to be immediately due and payable,
and the principal and interest shall become and shall be immediately due and
payable without presentation, demand, protest, notice of protest, or other
notice of dishonor, all of which are hereby expressly waived by Maker, such
events being as follows:

     (a)     Default in the payment of the principal and interest of this Note
or any portion thereof when the same shall become due and payable, whether at
maturity as herein expressed, by acceleration, or otherwise, unless cured
within five (5) days after notice thereof by Holder or the holder of such Note
to Maker;

     (b)     Maker shall file a voluntary petition in bankruptcy or a
voluntary petition seeking reorganization, or shall file an answer admitting
the jurisdiction of the court and any material allegations of an involuntary
petition filed pursuant to any act of Congress relating to bankruptcy or to
any act purporting to be amendatory thereof, or shall be adjudicated bankrupt,
or shall make an assignment for the benefit of creditors, or shall apply for
or consent to the appointment of any receiver or trustee for Maker, or of all
or any substantial portion of its property, or Maker shall make an assignment
to any agent authorized to liquidate any substantial part of its assets; or

<PAGE>
<PAGE> 2

     (c)     An order shall be entered pursuant to any act of Congress
relating to bankruptcy or to any act purporting to be amendatory thereof
approving an involuntary petition seeking reorganization of the Maker, or an
order of any court shall be entered appointing any receiver or trustee of or
for Maker, or any receiver or trustee of all or any substantial portion of the
property of Maker, or a writ or warrant of attachment or any similar process
shall be issued by any court against all or any substantial portion of the
property of Maker, and such order approving a petition seeking reorganization
or appointing a receiver or trustee is not vacated or stayed, or such writ,
warrant of attachment, or similar process is not released  or bonded within 60
days after its entry or levy.

     6.     Attorneys' Fees.  If this Note is placed with an attorney for
collection, or if suit be instituted for collection, herein, then in such
event, the undersigned agrees to pay reasonable attorneys' fees, costs, and
other expenses incurred by holder in so doing.

     7.     Construction.  This Note shall be governed by and construed in
accordance with the laws of the state of Utah.


                              Jeff Holmes



                              ____________________________


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>fex1005.txt
<DESCRIPTION>PROMISSORY NOTE-BLOSCH
<TEXT>
Exhibit 10.05

$7,500.00(U.S.)                                  Dated: February 6, 2002

                            PROMISSORY NOTE

     FOR VALUE RECEIVED, Kirk Blosch ("Maker"), promises to pay to OCIS Corp.,
a Nevada corporation ("Holder"), or order, seven thousand five hundred dollars
($7,500.00).

                              Premises

     This Note relates to the purchase of shares of the Holder's common stock.

                                Note

     1.     Payments.  The principal on the obligation represented hereby
shall be repaid in full at the earlier of (i) December 31, 2002 or (ii) demand
of the Holder.

     2.     Interest.   The obligation shall bear simple interest at the rate
of six percent (6%) per annum.  All interest shall be due and payable December
31, 2002, unless Holder demands payment of the principal earlier in which case
the interest shall be due at the same time.

     3.     Type and place of Payments.  Payment of principal and interest
shall be made in lawful money of the United States of America to the above
named Holder at its offices in Salt Lake City, Utah, or order.

     4.     Prepayment.  Advance payment or payments may be made on the
principal and interest, without penalty or forfeiture.  There shall be no
penalty for any prepayment.

     5.     Default.   Upon the occurrence or during the continuance of any
one or more of the events hereinafter enumerated, Holder or the holder of this
Note may forthwith or at any time thereafter during the continuance of any
such event, by notice in writing to the Maker, declare the unpaid balance of
the principal and interest on the Note to be immediately due and payable, and
the principal and interest shall become and shall be immediately due and
payable without presentation, demand, protest, notice of protest, or other
notice of dishonor, all of which are hereby expressly waived by Maker, such
events being as follows:

     (a)     Default in the payment of the principal and interest of this Note
or any portion thereof when the same shall become due and payable, whether at
maturity as herein expressed, by acceleration, or otherwise, unless cured
within five (5) days after notice thereof by Holder or the holder of such Note
to Maker;

     (b)     Maker shall file a voluntary petition in bankruptcy or a
voluntary petition seeking reorganization, or shall file an answer admitting
the jurisdiction of the court and any material allegations of an involuntary
petition filed pursuant to any act of Congress relating to bankruptcy or to
any act purporting to be amendatory thereof, or shall be adjudicated bankrupt,
or shall make an assignment for the benefit of creditors, or shall apply for
or consent to the appointment of any receiver or trustee for Maker, or of all
or any substantial portion of its property, or Maker shall make an assignment
to any agent authorized to liquidate any substantial part of its assets; or

<PAGE>
<PAGE> 2

     (c)     An order shall be entered pursuant to any act of Congress
relating to bankruptcy or to any act purporting to be amendatory thereof
approving an involuntary petition seeking reorganization of the Maker, or an
order of any court shall be entered appointing any receiver or trustee of or
for Maker, or any receiver or trustee of all or any substantial portion of the
property of Maker, or a writ or warrant of attachment or any similar process
shall be issued by any court against all or any substantial portion of the
property of Maker, and such order approving a petition seeking reorganization
or appointing a receiver or trustee is not vacated or stayed, or such writ,
warrant of attachment, or similar process is not released  or bonded within 60
days after its entry or levy.

     6.     Attorneys' Fees.  If this Note is placed with an attorney for
collection, or if suit be instituted for collection, herein, then in such
event, the undersigned agrees to pay reasonable attorneys' fees, costs, and
other expenses incurred by holder in so doing.

     7.     Construction.  This Note shall be governed by and construed in
accordance with the laws of the state of Utah.


                              Kirk Blosch



                              ____________________________


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>fex1006.txt
<DESCRIPTION>PROMISSORY NOTE-ASSET PURCHASE
<TEXT>
Exhibit 10.06
$40,626.00(U.S.)                                     Dated: February 6, 2002

                                 PROMISSORY NOTE
                              (Secured/Non-Recourse)

     FOR VALUE RECEIVED, OCIS CORP., a Nevada corporation ("Maker"), promises
to pay to Brent W. Schlesinger ("Holder"), or order, forty thousand six
hundred sixty six dollars ($40,626.00).

                                     Premises

     This Note relates to the Purchase and Sales Agreement, by and between
Maker and Holder.

                                       Note

     1.     Payments.  The principal on the obligation represented hereby
shall be repaid in full on or before February 6, 2003, one year from the date
of this note; provided however, the principal shall be due and payable in full
on the closing of any public offering of securities by Maker and provided
that, as set forth in paragraph 8 hereof, all proceeds from the sale of the
assets purchased by this promissory note shall be applied to the payment of
this note, less selling expenses;

     2.     Interest.       The obligation shall bear simple interest at the
rate of six percent (6%) per annum.  All interest shall be due and payable
February 6, 2003, one year from the date of this Note; provided however,
interest shall be due and payable in full on the closing of any public
offering of securities by Maker.

     3.     Type and place of Payments.  Payment of principal and interest
shall be made in lawful money of the United States of America to the above
named Holder at its offices in Salt Lake City, Utah, or order.

     4.     Prepayment.  Advance payment or payments may be made on the
principal and interest, without penalty or forfeiture.  There shall be no
penalty for any prepayment.

     5.     Default.       Upon the occurrence or during the continuance of
any one or more of the events hereinafter enumerated, Holder or the holder of
this Note may forthwith or at any time thereafter during the continuance of
any such event, by notice in writing to the Maker, declare the unpaid balance
of the principal and interest on the Note to be immediately due and payable,
and the principal and interest shall become and shall be immediately due and
payable without presentation, demand, protest, notice of protest, or other
notice of dishonor, all of which are hereby expressly waived by Maker, such
events being as follows:

     (a)     Default in the payment of the principal and interest of this Note
or any portion thereof when the same shall become due and payable, whether at
maturity as herein expressed, by acceleration, or otherwise, unless cured
within five (5) days after notice thereof by Holder or the holder of such Note
to Maker;

     (b)     Maker shall file a voluntary petition in bankruptcy or a
voluntary petition seeking reorganization, or shall file an answer admitting
the jurisdiction of the court and any material allegations of an involuntary
petition filed pursuant to any act of Congress relating to bankruptcy or to
any act purporting to be amendatory thereof, or shall be adjudicated bankrupt,
or shall make an assignment for the benefit of creditors, or shall apply for
or consent to the appointment of any receiver or trustee for Maker, or of all
or any substantial portion of its property, or Maker shall make an assignment
to any agent authorized to liquidate any substantial part of its assets; or

     (c)     An order shall be entered pursuant to any act of Congress
relating to bankruptcy or to any act purporting to be amendatory thereof
approving an involuntary petition seeking reorganization of the Maker, or an
order of any court shall be entered appointing any receiver or trustee of or
for Maker, or any receiver or trustee of all or any substantial portion of the
property of Maker, or a writ or warrant of attachment or any similar process
shall be issued by any court against all or any substantial portion of the
property of Maker, and such order approving a petition seeking reorganization
or appointing a receiver or trustee is not vacated or stayed, or such writ,
warrant of attachment, or similar process is not released  or bonded within 60
days after its entry or levy.

     6.     Attorneys' Fees.  If this Note is placed with an attorney for
collection, or if suit be instituted for collection, herein, then in such
event, the undersigned agrees to pay reasonable attorneys' fees, costs, and
other expenses incurred by holder in so doing.

7.     Construction.  This Note shall be governed by and construed in
accordance with the laws of the state of Utah.

     8.     Security.  This Note shall be secured by those certain assets
listed on exhibit "A" attached hereto and made a part hereof which are being
purchased by Maker from Holder under that certain Purchase and Sales Agreement
between Maker and Holder.   The proceeds from the sale of the assets securing
this Note shall be applied first to the payment of the Note, after deducting
sales expenses.

9.     Non-Recourse Note.   This Note is non-recourse in that Holder may look
only to those assets secured in paragraph 8 hereof for collection if Maker
should default.

                              OCIS CORP.



                              By:____________________________
                                 A Duly Authorized Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>13
<FILENAME>fex2302d.txt
<DESCRIPTION>ACCOUNTANT'S CONSENT
<TEXT>
<PAGE> 1
Exhibit 23.02




                      CONSENT OF INDEPENDENT ACCOUNTANT



To the Board of Directors
OCIS Corp.

I have issued my report dated May 29, 2002, accompanying the financial
statements of OCIS Corp. included in the Registration Statement Form SB-2 and
the related prospectus.

I consent to the use of my report, as stated above in the Registration
Statement. I also consent to the use of my name in the statement with respect
to me as appearing under the heading "Experts" in the Registration Statement.

David T. Thomson P.C.

/s/

Salt Lake City, Utah
June 26, 2002



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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