<PAGE> 1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                  FORM 10-KSB

(Mark One)
  [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

     For the fiscal year ended       December 31, 2004
                                     -----------------
  [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

        For the transition period from ________ to __________

                Commission File Number     333-91436
                                            ----------

                            OCIS Corp.
              --------------------------------------------------
              (Exact name of registrant as specified in charter)

        Nevada                                        26-0014658
------------------------------                 -------------------------
State or other jurisdiction of                 (I.R.S. Employer I.D. No.)
incorporation or organization

     2081 South Lakeline Drive, Salt Lake City, Utah             84109
--------------------------------------------------------------- ---------
(Address of principal executive offices)                       (Zip Code)

Issuer's telephone number, including area code (801) 467-4566
                                               ---------------
Securities registered pursuant to section 12(b) of the Act:

Title of each class                 Name of each exchange on which registered
        None                                             N/A
------------------                  -----------------------------------------

Securities registered pursuant to section 12(g) of the Act:

                                  None
                    ----------------------------------------
                             (Title of class)

  Check whether the Issuer (1) filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
(1)  Yes [X]  No [ ]  (2)  Yes [X]  No  [ ]

  Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.    [ ]



<PAGE> 2

  State issuer's revenues for its most recent fiscal year: $57,494

  State the aggregate market value of the voting stock held by nonaffiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: The Company does not have an active trading market and it is, therefore,
difficult, if not impossible, to determine the market value of the stock.
Based on the bid price for OCIS's Common Stock at March 28, 2005, of $0.45 per
share, the market value of shares held by nonaffiliates would be $175,000.

  As of March 28, 2005, the Registrant had 1,017,000 shares of common stock
issued and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and
the part of the form 10-KSB (e.g., part I, part II, etc.) into which the
document is incorporated:  (1) Any annual report to security holders; (2) Any
proxy or other information statement; and (3) Any prospectus filed pursuant to
rule 424(b) or c under the Securities Act of 1933:  NONE


<PAGE>
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                                    PART I

                      ITEM 1. DESCRIPTION OF BUSINESS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
-------------------------------------------------

     This periodic report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 with
respect to the financial condition, results of operations, business
strategies, operating efficiencies or synergies, competitive positions, growth
opportunities for existing products, plans and objectives of management.
Statements in this periodic report that are not historical facts are hereby
identified as "forward-looking statements."

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 has been on buying and selling used warehouse storage
systems, lift trucks and office components that facilitate office, commercial
and industrial users with their inventory control, manufacturing process and
or office equipment needs.  As part of the organization of OCIS, we purchased
an initial inventory, which consist of warehousing rack systems and forklifts.
With the proceeds from the sale of our common stock, we are actively looking
for additional used equipment to resell.

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
improves.  As companies begin to expand, they will need to purchase additional
equipment.  Management believes companies will focus more on used equipment
since it is more economical to purchase and generally functions as well as new
equipment.

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Our initial inventory has focused on the warehousing equipment because current
market conditions have resulted in the ability to purchase used warehousing
equipment at economical prices.  As the economy improves, particularly
business spending, management believes this will be the first sector that will
see increased demands for equipment.  Management 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.  As the economy improves, management is hopeful it will be able to
sell its current inventory at a profit and purchase additional equipment.
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's initial focus has been on warehousing equipment with the majority of
its current and past 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.  Instead, management intends to focus
on business equipment that has long life cycles.

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

OCIS's management relies on industry contacts to locate used equipment.
OCIS's president, Brent Schlesinger, has been in the material handling
industry for over twenty years.  His experience and contacts developed as
president of another company have brought him into contact with many companies
in the United States and with material handling specialist (inventory
managers) at these companies.  Mr. Schlesinger also keeps in contact with the
auction companies that liquidate industrial equipment.  These companies will
contact those people in the industry, such as Mr. Schlesinger, as they need to
liquidate or acquire equipment.  Mr. Schlesinger also 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.

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 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.

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<PAGE> 5

The nature of our products will require that our market area be limited to
Utah and the surrounding states, at first.  The geographical limit is the
result of the size of our products currently being offered.  The
transportation of the products has to be done by truck or trailer.  The
further the distance from our storage facility in Utah, the more difficult and
expensive it will be to deliver the products.  Accordingly, until our business
expands to the point we feel a new facility can be opened in another region of
the country, we will limit our geographical area to Utah and our surrounding
states which are within a days drive of our yard.  These states would be
Idaho, Nevada, Wyoming and Colorado. We anticipate most of our business at
first to be within Utah and slowly expanding to the boarder areas of Idaho,
Wyoming and Nevada.  By limiting our geographical coverage, most of our
shipping can be done with pickup trucks and rented trailers or through a
rental of a local semi trailer for the day.  This helps keep our cost down by
not having to incur or pass along expensive shipping cost.  It also allows us
to store all of our inventory at a yard without having to have other storage
facilities around the country.  All products are simply stored at our yard
until the day they need to be loaded and delivered to a clients facility.
With many customers located in the same area, customers are also able to pick
up the products themselves and save any shipping cost.  We typically will try
and pass along the shipping cost if possible.  However, in an industry where
competition is based on price, we may have to absorb some of the shipping
cost.

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 use 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 proceeds of the sale.

With our small size and having only begun business operations, we consider
ourselves to be at a competitive disadvantage.  This industry is very
competitive.  Typically, the competition is going to be on price point with
the cheapest price receiving the sale.  In the material handling market as
well as the office product market, the products are very similar and typically
all products perform the same function equally well.   This leaves the
competition focused on price.

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."

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Inventory on hand will vary as funds permit.  Management is hopeful that with
the funds from the offering, we will be able to increase our 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 capital on research and
development.

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 employees at this time.  All employee functions are currently
handled by Brent Schlesinger and, when needed, Kirk Blosch and Jeff Holmes who
are the officers and directors of OCIS.  If our business plan is successful,
we expect we will be able to hire part or full-time employees to assist
operations as needed.

                  ITEM 2. 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.  The yard is approximately fifty feet by two hundred ten feet.  The
yard has a gravel surface and is surrounded by a wire fence to prevent theft
of our inventory.  We do not have the use of any facilities at the yard except
the open space.  All inventory that needs to be covered is done so through
plastic covers placed over the inventory.  The yard is in satisfactory
conditions for our use, which is solely as a storage facility for our
inventory.  Management believes this facility will serve our purposes for at
least the next twelve months.  Our officers utilize their home offices on a
rent free basis.

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                        ITEM 3. LEGAL PROCEEDINGS

     None.

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

     No matters were submitted to a vote of shareholders of OCIS during the
fiscal year ended December 31, 2004.

                                PART II

     ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     OCIS's common stock is quoted on the National Association of Securities
Dealers Electronic Bulletin Board under the symbol "OCIC."  Set forth below
are the high and low bid prices for OCIS's Common Stock since it began trading
in November, 2004, for the respective quarters.  Although OCIS's common stock
is quoted on the Electronic Bulletin Board, it has traded sporadically with no
real volume.  Consequently, the information provided below may not be
indicative of OCIS's common stock price under different conditions.

Quarter Ended             High Bid        Low Bid
-------------             --------        -------
December 2004               $0.40          $0.40

     At March 28, 2005, the bid and asked price for the Company's Common Stock
was $0.45 and $0.60, respectively.  All prices listed herein reflect
inter-dealer prices, without retail mark-up, mark-down or commissions and may
not represent actual transactions.

     Since its inception, OCIS has not paid any dividends on its Common Stock,
and OCIS does not anticipate that it will pay dividends in the foreseeable
future. At March 28, 2005, OCIS had approximately 53 shareholders.

     In December 2003, OCIS completed the sale of shares of its common stock
pursuant to a registration statement filed with the Securities and Exchange
Commission, file no. 333-91436.  OCIS raised a total of $104,250 through the
sale of 417,000 shares of common stock to 50 shareholders at an offering price
of $0.25 per share.  The offering was subsequently terminated on December 31,
2003.  The offering was for the sale of a minimum of 300,000 shares and a
maximum of 600,000 shares.  A total of $1,909 in direct expenses, exclusive of
legal and accounting fees, of the offering were incurred resulting in net
offering proceeds of $102,341. The officers and directors of OCIS acted as
sales agents and no commissions or other fees were paid to the officers and
directors for the sale of the shares.  Since the offering was closed at the
end of December 2003, we have used approximately $40,000 of the proceeds for
the purchase of inventory, payment of expenses and liabilities.   This number
is an estimate based on use of cash by OCIS.  Since OCIS has had sales and a
profit over the last quarter, it is difficult to say the exact amount of
proceeds used versus revenue.

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     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General
---------

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 has been 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 consisted of warehousing rack systems
and forklifts.

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 since it is more economical to purchase and generally
functions as well as new equipment.

Liquidity and Capital Resources
-------------------------------

OCIS relied on capital from founders to fund operations until proceeds of the
offering were received.  With the proceeds from the offering, OCIS had
approximately $100,000 to use to operate and purchase inventory for sale.  As
of December 31, 2004, OCIS had working capital of $87,344.  Management intends
to use these funds to purchase additional inventory and operate.

To date, most expenses have been for professional services such as accounting
and attorney's fees in organizing OCIS and conducting audits and financial
statement reviews.  We anticipate monthly ongoing expenses to be held to a
minimum until revenue allows us to expand our workforce, advertise and
purchase additional inventory.  We are trying to keep our cash needs to a
minimum until with profits, if any, used to purchase additional products for
sale.

Results of Operations
---------------------

For the year ended December 31, 2004, we had revenues of $57,494 compared to
revenues of $13,670 for the year ended December 31, 2003.  We had a net income

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of $2,539 for the year ended December 31, 2004, compared with a net loss of
$25,363 for 2003. OCIS management anticipates costs will remain relatively
constant over the next couple of months, with the primary focus on buying
additional products for sale.  With cash available to buy additional
product/inventory for sale, we are hopeful sales will increase in 2005.

The majority of expenses in 2004 and 2003 were professional fees.  As OCIS
moves into an operating position, OCIS management anticipates more cost for
operations such as advertising, marketing and storage related fees for
inventory.  At this time it is difficult to predict all the cost since
management is in the process of acquiring additional inventory to sell and has
not been active in pursuing sales.  During the second and third quarters of
2005, management anticipates sales to increase and cost to also increase.

                     ITEM 7.  FINANCIAL STATEMENTS

     The financial statements of OCIS are set forth immediately following the
signature page to this Form 10-KSB.


         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                 ACCOUNTING AND FINANCIAL DISCLOSURE

     OCIS has had no disagreements with its certified public accountants with
respect to accounting practices or procedures or financial disclosure.

      ITEM 8A.  CONTROLS AND PROCEDURES

     a) Evaluation of Disclosure controls and procedures.
        -------------------------------------------------

     OCIS' principal executive officers, including principal accounting
officers, have reviewed the disclosure controls and procedures (as defined in
section 240.15d-14) in place to assure the effectiveness of such controls and
procedures.  This review occurred within 90 days of this filing.  Based on
this review, the principal executive officers and accounting officers believe
OCIS' disclosure controls and procedures are adequate.

     b) Changes in Internal Controls.
        -----------------------------

     There were no significant changes in OCIS' internal controls, or other
factors, that could significantly affect OCIS' controls subsequent to the date
of the evaluations performed by the executive officers of OCIS.  No
deficiencies or material weaknesses were found that would require corrective
action.


                                PART III


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

     The following table sets forth as of March 28, 2005, the name, age, and

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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   50      President, Director         2002
Jeff W. Holmes         51      Director                    2002
Kirk Blosch            50      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 are unknown.

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 Yale.  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 doing
business as PS Enterprises.  PS Enterprises was a sole proprietorship and
never incorporated.  Mr. Schlesinger's business was engaged in the purchase
and sale of warehouse equipment.

Jeff W. Holmes is a general partner and founder in the partnership of Blosch
and Holmes, LLC, a business consulting and private venture funding general
partnership founded in 1984.  Since September 1997, Mr. Holmes has been a
managing partner of the Scottsdale Equity Growth Fund, LLC, which is a private
equity fund engaged in financing technology companies.  Since September 1998,
Mr. Holmes is the 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, 1983 to 1994 a
medical device company listed on the American Stock Exchange.  Mr. Holmes is
presently the chairman of the board of directors, chief executive officer and
principal shareholder of Calibrus, Inc. a contact center located in Phoenix,
Arizona.  As a contact center, Calibrus handles inbound and outbound telephone
calls for corporations.  These calls can range from assistance with customer
service to third party verification were a Calibrus operator will verify a
party has agreed to purchase products over the telephone from another contact
or call center.  Mr. Holmes graduated from the University of Utah in 1976 with
a Bachelor of Science degree in Marketing and Management.

Kirk Blosch is a general partner and founder of Blosch and Holmes LLC, a
business consulting and private venture funding general partnership
established in 1984.  Mr. Blosch is and has been since October 1999 a member
of the board of directors of Calibrus, Inc.  Calibrus is a contact center
located in Phoenix, Arizona.  From the first quarter of 1997 through the
second quarter of 2000, Mr. Blosch was a director of Zevex International, a
medical product company specializing in medical devices and ultrasound

<PAGE>
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technology.  Zevex (ZVXI) is traded on NASDAQ.  Mr. Blosch graduated from the
University of Utah in 1977 with a B.S. degree in Speech Communications.

     Except as indicated below, to the knowledge of management, during the
past five years, no present or former director, or executive officer of OCIS:

     (1)filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed
by a court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he was an
executive officer at or within two years before the time of such filing;

     (2)was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);

     (3)was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:

           (i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment advisor, underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment company, or engaging
in or continuing any conduct or practice in connection with such activity;

          (ii) engaging in any type of business practice; or

         (iii)engaging in any activity in connection with the purchase or sale
of any security or commodity or in connection with any violation of federal or
state securities laws or federal commodities laws;

     (4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending, or otherwise limiting for more than 60 days the right of such
person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity;

     (5) was found by a court of competent jurisdiction in a civil action or
by the Securities and Exchange Commission to have violated any federal or
state securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.

     (6) was found by a court of competent jurisdiction in a civil action or
by the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.


<PAGE>
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                   ITEM 10.  EXECUTIVE COMPENSATION

                       SUMMARY COMPENSATION TABLE

     The following tables set forth certain summary information concerning the
compensation paid or accrued for each of OCIS's last three completed fiscal
years to OCIS's or its principal subsidiaries chief executive officer and each
of its other executive officers that received compensation in excess of
$100,000 during such period (as determined at December 31, 2004, the
end of OCIS's last completed fiscal year):

<TABLE>
<CAPTION>
                                                  Long Term Compensation
                                                  ----------------------

                       Annual Compensation              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 2004   $-0-    $2,000     -0-         -0-      -0-     -0-       -0-
President and CEO
                     2003    -0-     -0-       -0-         -0-      -0-     -0-       -0-
-----------------
</TABLE>

Employment Agreements
---------------------
OCIS does not have an employment agreement with Mr. Schlesinger, our
President.

Board Compensation
------------------
OCIS's director receives no compensation for attendance at board meetings.
Additional members of the Board of Directors who may be appointed 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 (Termination of Employment and Change of
Control Arrangement)
--------------------------------------------------------------------------
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.

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   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth as of March 28, 2004, the name 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 1,017,000 issued and outstanding
shares of OCIS's Common Stock, and the name and shareholdings of each director
and of all officers and directors as a group.

Title
 of          Name of            Amount and Nature of     Percentage
Class    Beneficial Owner       Beneficial Ownership(1)   of Class
-----    ----------------       --------------------     ----------
Common  Brent W. Schlesinger          104,000              10.22%
        3942 South 210 West
        Salt Lake City, Utah 84107

Common  Kirk Blosch                   262,000              25.76%
        2081 South Lake Line Rd.
        Salt Lake City, Utah 84109

Common  Jeff W. Holmes                262,000              25.76%
        600 Highway 50 Pinewild
        At Marla Bay, Unit 101
        Zephyr Cove Nevada 89448

OFFICERS, DIRECTORS AND NOMINEES:
Common  Brent W. Schlesinger          --------See Above---------
        Kirk Blosch                   --------See Above---------
        Jeff W. Holmes                --------See Above---------
        All Officers and Directors
         as a group (3 persons)       628,000              61.74%
<FN>
(1) Indirect and Direct ownership are referenced by an "I" or "D",
respectively.  All shares owned directly are owned beneficially and of record
and such shareholder has sole voting, investment, and dispositive power,
unless otherwise noted.
</FN>

          ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED 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, Jeff W. Holmes and Kirk Blosch, who are the founders
and officers and directors of OCIS, purchased 500,000 shares of OCIS common
stock for $25,000 consisting of $10,000 in cash and promissory notes for
$15,000.  Each purchased 250,000 shares.  The promissory notes for $15,000
have been paid in full.

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.  As of December 31, 2004, the note was paid in full.

<PAGE>
<PAGE> 14

     TRANSACTIONS WITH PROMOTERS

     There have been no transactions between OCIS and promoters during the
last fiscal year.

             ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

  (a)(1)FINANCIAL STATEMENTS.  The following financial statements are included
in this report:

Title of Document                                                  Page
-----------------                                                  ----

Independent Auditor's Report                                        F-2

Balance Sheets                                                      F-3

Statements of Operations                                            F-4

Statement of Stockholders' Equity                                   F-5

Statements of Cash Flows                                            F-6

Notes to Financial Statements                                    F-7-10

 (a)(2)FINANCIAL STATEMENT SCHEDULES.  The following financial statement
schedules are included as part of this report:

     None.

 (a)(3)EXHIBITS.  The following exhibits are included as part of this report:
              SEC
Exhibit     Reference
Number       Number     Title of Document           Location
-------     ---------   -----------------           ------------------
Item 3      Articles of Incorporation and Bylaws

 3.01           3       Articles of Incorporated         Incorporation
                                                         by reference*

 3.02           3       Bylaws                           Incorporated
                                                         by reference*

Item 4      Instruments Defining the Rights of Security Holders
-------     ---------------------------------------------------------
4.01           4       Specimen Stock Certificate        Incorporated
                                                         by reference*
Item 31      Certifications
-------     ---------------------------------------------------------
31.01          31       CEO certification Pursuant
                        to 18 USC Section 1350, as
                        adopted pursuant to Section 302
                        of Sarbanes-Oxley Act of 2002    This Filing

31.02          31       CFO certification Pursuant
                        to 18 USC Section 1350, as
                        adopted pursuant to Section 302
                        of Sarbanes-Oxley Act of 2002    This Filing

32.01           32      CEO Certification pursuant to
                        section 906                      This Filing

<PAGE>
<PAGE> 15

32.02           32      CFO Certification pursuant to
                        Section 906                      This Filing

*  Incorporated by reference from OCIS's registration statement on form SB-2
filed with the Commission, SEC file no. 333-91436.

         ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
        Information required by Item 9(e) of Schedule 14A

1) Audit Fees - The aggregate fees billed us for each of the last two fiscal
years for professional services rendered by our principal accountant for the
audit of our annual financial statements and review of our quarterly financial
statements is $1,400 and $5,000, for the years ending December 31, 2004 and
2003, respectively. The aggregate fees billed us for each of the last two
fiscal years for professional services rendered by our former accountant to
the audit of our annual financial statements and review of our quarterly
financial statements is $-0- and $1,875, respectively.

2) Audit-Related Fees - $-0-.
3) Tax Fees. $500.
4) All Other Fees. -0-.
5) Not applicable.
6) Not Applicable.

<PAGE>
<PAGE> 16

                                SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated:

                                       OCIS Corp.



                                       By: /s/
                                         -------------------------------
                                          Brent W. Schlesinger, President
                                          Principal Financial and Accounting
                                          Officer

                                       By: /s/
                                          -------------------------------
                                          Kirk Blosch, Principal Accounting
                                          Officer

     In accordance with the Securities Exchange Act of 1934, this report has
been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.


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

/s/
--------------------
Brent W. Schlesinger              Director                  March 30, 2004

/s/
--------------------              Director                  March 30, 2004
Kirk Blosch


/s/
--------------------             Director                   March 30, 2004
Jeff W. Holmes








<PAGE>
<PAGE> F-1

                                 OCIS, CORP.
                         (A Development Stage Company)

                              FINANCIAL STATEMENTS

                      For the Year Ended December 31, 2004

                                     and

             From Inception, February 6, 2002, through December 31, 2004


Contents:

Report of Independent Registered Public Accounting Firm             F-2

Balance Sheets                                                      F-3

Statements of Operations                                            F-4

Statement of Stockholders' Equity                                   F-5

Statements of Cash Flows                                            F-6

Notes to Financial Statements                                    F-7-10



<PAGE>
<PAGE> F-1

                                 OCIS, CORP.
                         (A Development Stage Company)

                              FINANCIAL STATEMENTS

                      For the Year Ended December 31, 2004

                                     and

          From Inception, February 6, 2002, through December 31, 2004


Contents:

Report of Independent Registered Public Accounting Firm             F-2

Balance Sheets                                                      F-3

Statements of Operations                                            F-4

Statement of Stockholders' Equity                                   F-5

Statements of Cash Flows                                            F-6

Notes to Financial Statements                                    F-7-10



<PAGE>
<PAGE> F-2

         Report of Independent Registered Public Accounting Firm



Board of Directors and Stockholders
OCIS, Corp.

We have audited the balance sheets of OCIS, CORP. (a development stage
company) (the Company) as of December 31, 2004 and 2003, and the related
statements of operations, changes in stockholders' equity and cash flows for
the years then ended.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
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.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of OCIS, CORP. as of December
31, 2004 and 2003, and the results of its operations and its cash flows for
the years then ended, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 6 to the
financial statements, the Company has suffered net losses since inception and
is still considered a development stage company, as it has not yet obtained
revenues from its planned principle operations.  These factors raise
substantial doubt about the Company's ability to meet its obligations and to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 6.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Child, Sullivan & Company
Kaysville, Utah
March 8, 2005

<PAGE>
<PAGE> F-3

                                OCIS CORP.
                       (A Development Stage Company)
                             BALANCE SHEETS

                                              December 31,       December 31,
                                                 2004                2003
                                            --------------     --------------

ASSETS

Current Assets:
     Cash in bank                              $   81,823         $  104,759
     Inventory                                      8,485              6,358
                                               ----------         ----------
          Total Current Assets                     90,308            111,117
                                               ----------         ----------
Total Assets                                   $   90,308         $  111,117
                                               ==========         ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
     Accounts payable and accrued expenses     $    2,964         $   10,443
     Due to officers and stockholders                   -             10,945
     Accrued interest payable - officers
      and stockholders                                  -                379
     Note payable - officer                             -              4,545
                                               ----------         ----------
          Total Current Liabilities                 2,964             26,312
                                               ----------         ----------

Shareholders' 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,
      1,017,000 shares issued and
          outstanding both periods                  1,017              1,017
     Capital in excess of par value               131,324            131,324
     Deficit accumulated during the
      development stage                           (44,997)           (47,536)
                                               ----------         ----------
          Total Shareholders' Equity               87,344             84,805
                                               ----------         ----------
Total Liabilities and Shareholders' Equity     $   90,308         $  111,117
                                               ==========         ==========

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

<PAGE>
<PAGE> F-4

                                 OCIS CORP.
                        (A Development Stage Company)
                           STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                                  Cumulative
                                                                                from Inception,
                                For the Year Ended       For the Year Ended    February 6, 2002,
                                   December 31,             December 31,        to December 31,
                                -------------------      -----------------     -----------------
                                       2004                   2003                   2004

                             <c>                     <c>                    <c>
Revenue
   Sales                           $     57,494            $     13,670           $     83,664
   Cost of goods sold                   (32,390)                (25,757)               (70,089)
                                   -------------           -------------          -------------
     Gross profit (loss)                 25,104                 (12,087)                13,575)
                                   -------------           -------------          -------------

Expenses:
   General and administrative            23,097                  11,717                 56,018
                                   -------------           -------------          -------------
     Total Expenses                      23,097                  11,717                 56,018
                                   -------------           -------------          -------------

Net Income (Loss)
  From Operations                         2,007                 (23,804)               (42,443)

Other Income (Expense)
   Interest income                          568                       -                  1,081
   Interest expense                          36                  (1,559)                (3,635)
                                   -------------           -------------          -------------
Total Other Income Expense                  532                  (1,559)                (2,554)
                                   -------------           -------------          -------------

Net Income (Loss) Before
  Income Taxes                            2,539                 (25,363)               (44,997)
  Provision for income taxes                  -                       -                      -
                                   -------------           -------------          -------------

Net Income (Loss)                  $      2,539)           $    (25,363)          $    (44,997)
                                   =============           =============          =============
Income (Loss) Per Share            $     (0.00)            $      (0.04)
                                   =============           =============
Weighted Average Common
Shares Outstanding                   1,017,000                  602,285
                                   =============           =============
</TABLE>


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

















<PAGE> F-5

                              OCIS CORP.
                    (A Development Stage Company)
                  STATEMENT OF SHAREHOLDERS' EQUITY
          FROM INCEPTION, FEBRUARY 6, 2002, TO DECEMBER 31, 2004

<TABLE>
<CAPTION>

                                                                                       Deficit
                                                                                     Accumulated
                                                          Additional     Common       During the      Total
                                       Common Stock        Paid-in       Stock       Development  Shareholders'
                                  Shares          Amount   Capital     Subscribed       Stage        Equity
                                ----------       --------  ----------  -----------   -----------   ------------

                             <c>              <c>       <c>         <c>           <c>           <c>
Balance, February 6, 2002
 (inception)                            -         $     -   $      -    $        -    $       -     $        -

Shares issued to incorporators
 for net assets of OCIS Company,
 at $0.05 per share               200,000             200      9,800             -            -         10,000

Shares issued February 6, 2002
 at $0.05 per share in exchange
 for inventory                    100,000             100      4,900             -            -          5,000

Subscriptions for the purchase
 of 300,000 shares at $0.05       300,000             300     14,700           (55)           -         14,945

Net income (loss) for the period
 from inception, February 6, 2002,
  through December 31, 2002             -               -          -             -      (22,173)       (22,173)
                                ----------        -------   ---------   -----------   ----------    -----------
Balance, December 31, 2002        600,000         $   600   $ 29,400    $      (55)   $ (22,173)    $    7,772
                                ----------        -------   ---------   -----------   ----------    -----------
Cash received from 2002 stock
  subscriptions                         -               -          -            55            -             55

Issuance of common shares for
 cash at $0.25 per share,
 net of offering costs            417,000             417    101,924             -            -        102,341

Net income (loss) for the
 year ended December 31, 2003           -               -          -             -      (25,363)       (25,363)
                                ----------        -------   ---------   -----------   ----------    -----------
Balance, December 31, 2003      1,017,000         $ 1,017   $131,324    $        -    $ (47,536)    $   84,805
                                ----------        -------   ---------   -----------   ----------    -----------
Net income (loss) for the
 year ended December 31, 2004           -               -          -             -        2,539          2,539
                                ----------        -------   ---------   -----------   ----------    -----------
Balance, December 31, 2004      1,017,000         $ 1,017   $131,324    $        -    $ (44,997)    $   87,344
                                ==========        =======   =========   ===========   ==========    ===========
</TABLE>

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

<PAGE>
<PAGE> F-6

                                  OCIS CORP.
                         (A Development Stage Company)
                           STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                  Cumulative
                                                         For the             For the           from Inception,
                                                       Year Ended           Year Ended        February 6, 2002
                                                       December 31,         December 31,      to December 31,
                                                           2004                 2003                 2004
                                                    ------------------    -----------------    ----------------

                                                 <c>                   <c>                  <c>

Cash Flows from Operating Activities
   Cash from sale of equipment inventory                $   60,160          $   13,650            $   86,640
   Cash paid to suppliers and others                       (67,759)            (11,806)             (104,158)
   Cash from interest income                                   568                   -                 1,081
   Cash paid for interest                                     (415)             (1,489)               (3,635)
                                                    ------------------    -----------------    ----------------
     Cash Provided by (Used in) Operating Activities        (7,446)                355               (20,072)
                                                    ------------------    -----------------    ----------------
CASH FLOWS FROM INVESTING ACTIVITIES                             -                   -                     -

Cash Flows from Financing Activities
   Sale of common stock                                          -             104,305               129,250
   Due to officers                                         (10,945)             10,945                     -
   Payment on note payable-officer                          (4,545)            (12,040)              (27,355)
                                                    ------------------    -----------------    ----------------
     Cash Provided by (Used in) Financing Activities       (15,490)            103,210               101,895
                                                    ------------------    -----------------    ----------------
Net Change in Cash                                         (22,936)            103,565                81,823

Cash at the Beginning of the Period                        104,759               1,194                     -
                                                    ------------------    -----------------    ----------------
Cash at the End of the Period                           $   81,823          $  104,759            $   81,823
                                                    ==================    =================    ================

Reconciliation of Net Income (Loss) to Cash Used
  in Operating Activities

Net Income (Loss)                                       $    2,539          $  (25,363)           $  (44,997)
                                                    ------------------    -----------------    ----------------
Adjustments to reconcile net income (loss) to cash
  used in operating activities:
   Offering costs charged to Capital in Excess of Par            -              (1,909)               (1,909)
   Stock issued to acquire inventory                             -                   -                 5,000
   Debt discount                                                 -             (13,271)               27,355
   Changes in assets and liabilities:
     (Increase) decrease in inventory                       (2,127)             32,933                (8,485)
      Increase (decrease) in accounts payable
        and accrued expenses                                (7,479)              7,895                 2,964
      Increase (decrease) in accrued interest                 (379)                 70                     -
                                                    ------------------    -----------------    ----------------
Net Cash Provided by (Used in) Operating Activities     $   (7,446)         $      355            $  (20,072)
                                                    ==================    =================    ================
</TABLE>

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

     
<PAGE>
<PAGE> F-7
                                    OCIS CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements

Note 1   Organization

OCIS Corp. (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 31.  The
Company intends to engage in business operations to buy used equipment
wholesale and resell it to other dealers or to retail customers.  To this end,
the Company 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.  All of the Company's revenue to date
has been from sales to companies located in Utah.

Note 2   Summary of Significant Accounting Policies

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 periods presented.

Income Taxes   Due to losses at December 31, 2004 and since inception, no
provision for income taxes has been made.  There are no deferred income taxes
resulting from income and expense items being reported for financial
accounting and tax reporting purposes in different periods.  Deferred income
tax assets arising from net operating losses have been fully offset by
valuation allowances, in accordance with SFAS No. 109 "Accounting for Income
Taxes" due to the uncertainty of their realization.

The change in valuation allowance of $1016 results from utilization of net
operating losses (NOL)'s against which valuation allowances have been offset
completely.  NOL's totaled $45,000 at December 31, 2004 and expire in 2022.

Cumulative deferred tax assets at December 31, 2004 arising from NOL's
remaining, against which valuation allowances have been completely offset, are
approximately $18,000.

A reconciliation of income tax expense (benefit) to the amount computed by
applying the federal statutory tax rate to pretax income (loss):
     Net loss at federal statutory rate of 35%     $       (889)
     State taxes (benefit)                                 (127)
     Utilization of NOL's and
           change in valuation allowance                  1,016
                                                   -------------
     Net income tax expense (benefit)              $          -
                                                   =============

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 year ended
December 31, 2004 and since inception, February 6, 2002, the Company did not
have non-cash investing 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.

<PAGE>
<PAGE> F-8


                                    OCIS CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements

Note 2   Summary of Significant Accounting Policies (continued)

Inventory - Inventory consists of used finished materials handling equipment
purchased for resale and is stated at the lower of cost determined by the
first-in first-out (FIFO) method or market.  Inventory cost includes those
costs directly attributable to the product before sale.

Revenue recognition - The Company recognizes revenue at the time the sale of
the used equipment takes place and title has transferred to the customer upon
shipment or delivery.  The Company has recognized $83,664 of sales since
inception, February 6, 2002.

Note 3 - Common Stock Transactions

The Company on February 6, 2002 entered into agreements with its two initial
stockholders for the sale of a total of 500,000 shares of common stock for
$25,000, or $0.05 per share.  Each individual paid $5,000 cash and executed a
promissory note for the remaining balance of $7,500 for the purchase of
250,000 shares.  The notes carried simple interest at a rate of 6% per annum.
The principal and interest were due and payable on December 31, 2002 or on
demand of the holder.  The notes were paid in full and the Company received
$512 for interest accrued on the notes.

The Company on February 6, 2002, issued 100,000 shares of its common stock at
$0.05 per share for a total amount of $5,000 as part of its purchase of used
materials handling equipment as described in Note 4.

On December 30, 2003 the Company closed an offering for the sale of a minimum
of 300,000 shares or maximum of 600,000 shares of its authorized but
previously unissued common stock at $0.25 per share.  The shares were offered
pursuant to a Form SB-2 Registration Statement under the Securities Act of
1933.  The Company accepted subscriptions for the purchase of 417,000 shares
for a total of $104,250.  The officers of the Company acted as sales agents
and no commissions were incurred by the Company.  A total of $1,909 in
expenses directly related to the offering has been offset against capital in
excess of par value.

<PAGE>
<PAGE> F-9

                                    OCIS CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements

Note 4   Related Party Transactions

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 certain used materials handling
inventory.  Each item purchased was valued at the lower of cost of the
inventory item to the President or P.S. Enterprises or the appraised wholesale
market value.  The original purchase price of the inventory was $45,626.  The
Company issued 100,000 shares of common stock valued at $0.05 per share
totaling $5,000 and executed a promissory note for the remaining balance of
$40,626.  The note provided for simple interest at a rate of 6% per annum.

The total principal and accrued interest was due and payable December 31, 2003
(as extended by mutual agreement of the parties), or at the time of closing of
a public offering of securities by the Company.  The note was secured by the
inventory purchased and the agreement stated that all proceeds, net of selling
expenses, from the sale of the inventory purchased by the note would be
applied to the payment of the note.  During the third quarter of 2003 the
remaining principal amount due on the note was discounted $13,271 by mutual
consent of the parties.  This amount was treated as a reduction of total cost
of goods sold during the year ended December 31, 2003.

During the years ended December 31, 2004 and 2003, and for the period from
inception, February 6, 2002 through December 31, 2002, the Company paid
interest of $58, $1,489 and $1,731, respectively.  At December 31, 2004 and
2003 the balance of accrued interest payable on the note was $0 and $47,
respectively.  The principal balance at December 31, 2003 of $4,545 and
accrued interest were paid in full during the first quarter of 2004.

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.  The Company paid bonuses totaling $3,000 to the President and
Chief Financial Officer of the Company during the year ended December 31,
2004.  No other compensation has been paid or accrued to any officer or
director of the Company since its inception.

Certain officers and stockholders of the Company have advanced funds to the
Company to pay operating expenses.  The funds are due upon demand, are
unsecured and carry simple interest at the rate of 6% per annum.  At December
31, 2003, officers and stockholders had advanced a total of $10,945.  This
amount was paid along with $357 accrued interest during the first quarter of
2004.

An officer advanced an additional $772 for out-of-pocket expenses incurred in
connection with the Company's offering of common stock during 2003.  The
advance was non-interest bearing and was included in accounts payable and
accrued expenses of $10,443 at December 31, 2003.  The advance was repaid in
full during the first quarter of 2004.

<PAGE>
<PAGE> F-10

                                    OCIS CORP.
                          (A Development Stage Company)
                          Notes to Financial Statements

Note 5   Contingencies and Commitments

The Company currently stores its inventory of used materials handling
equipment at a site leased on a month-to-month basis.  The monthly rental is
$500, which is included in the cost of inventory.  Although the leased space
has been sufficient for the Company's current level of operations to date,
additional space may be required in the future as the Company expands its
business operations.  There is no assurance that the Company will be able to
continue to lease the current site, nor is there any assurance that, should
the Company need to abandon the current site or procure a larger site to house
expanded operations, that such space will be available to the Company on
economically feasible terms.

Note 6   Development Stage Company and Going Concern

The Company is in the development stage as defined in Financial Accounting
Standards Board Statement No. 7 and has incurred significant cumulative net
losses.  As reported in the financial statements, the Company has a cumulative
gross profit of $13,575 from the sale of used materials handling equipment and
an accumulated deficit of $44,997.  At December 31, 2004 the Company's only
assets are $81,823 cash and an inventory of used materials handling equipment
held for sale valued at $8,485.  The Company has current liabilities totaling
$2,964.

In December 2003, the Company completed the sale of 417,000 shares of its
common stock at $0.25 per share to raise capital so that it can develop
successful operations per its business plan.  However, there can be no
assurance that the funds raised will be sufficient or that the Company will be
able to obtain additional funding or generate profitable operations, or that
other funding, if obtained in adequate amounts, will be on terms favorable to
the Company to execute its business plan.

The ability of the Company to continue as a going concern is dependent on the
Company obtaining adequate capital to fund operating losses until it is able
to engage in profitable business operations.  The Company's inability to
obtain additional funding, as required, would severely impair its business
operations and there can be no assurance that the Company's operating plan
will be successful.  If the Company is unable to obtain adequate capital it
could be forced to cease operations.

Ultimately, however, the Company will need to achieve profitable operations in
order to continue as a going concern.  Management cannot provide any
assurances that the Company will be successful in accomplishing any of its
plans.  The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.