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

                                  FORM 10-KSB/A
                                 Amendment No. 1
(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, 2003
                                     -----------------
  [ ]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: $13,670

  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:  OCIS's common stock does not have a trading market.

  As of April 14, 2004, 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


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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 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 our recent
offering, OCIS is actively looking for additional inventory to sell.

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, management believes
this will be the first sector that will see increased demands for equipment.
Over the past several quarters, management believes inventory was reduced
causing a decrease in the need for warehousing equipment.  Eventually,
management believes, the need to expand inventories will result in increased
demand for warehousing 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 initial focus is going to be 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 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 relies on industry contacts to locate used equipment.  Ocis'
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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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 longer
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 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 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 very 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
fourth quarter of the fiscal year ended December 31, 2003.

                                PART II

     ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     OCIS's Common Stock is not listed for trading.  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 April 14, 2004, 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, no proceeds had been used other then paying offering
expenses at the close of the year end period of December 31, 2003.



     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 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. In
September 2003, we sold most of the remaining initial inventory at an auction.


<PAGE>
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The remaining inventory was sold to make room for new inventory purchases.  We
still have some of our initial inventory which was items we felt would bring a
better price selling individually.  As part of the sale of the initial
inventory, the balance on our note related to the initial inventory was
reduced by $13,271 which related to the items sold.

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, 2003, OCIS had working capital of $84,805.  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 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.  We are trying to keep our cash needs to a minimum until we start
receiving revenue from sales of product.

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

For the year ended December 31, 2003, we had revenues of $13,670 compared to
revenues of $12,500 for the year ended December 31, 2002.  As a result, OCIS
had a net loss of $25,363 for the year ended December 31, 2003, compared with
a net loss of $22,173 for 2002. OCIS management anticipates costs will remain
relatively constant over the next couple of month with the primary focus on
buying additional products for sale.  OCIS management is hopeful sales will
increase in 2004, with the majority of focus in 2003 aimed at raising capital
to fund start up cost and inventory purchases.

The majority of expenses in 2003 and 2002 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 pursing sales.  During the second and third quarters of
2004, management anticipates sales to increase and cost to also increase.

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                     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 April 13, 2004, 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   48      President, Director         2002
Jeff W. Holmes         50      Director                    2002
Kirk Blosch            49      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.

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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.

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 a member of the board of directors 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. and currently serves as chairman
of the board of Calibrus.  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 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;

<PAGE>
<PAGE> 11

     (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.


                   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

<PAGE>
<PAGE> 12

$100,000 during such period (as determined at December 31, 2003, 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 2003   $-0-     -0-       -0-         -0-      -0-     -0-       -0-
President and CEO
                     2002    -0-     -0-       -0-         -0-      -0-     -0-       -0-
-----------------
</TABLE>

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

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.

   ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth as of April 14, 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

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<PAGE> 13

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                270,000              26.55%
        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)       636,000              62.54%

<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, two founders, 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, 2003, the principal balance on the note was
$4,545.

<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*

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 $4,445 and $300, 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 $1,875 and $400, respectively.

2) Audit-Related Fees - None.
3) Tax Fees. $150.
4) All Other Fees. None.
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                  April 26, 2004

/s/
--------------------              Director                  April 26, 2004
Kirk Blosch


/s/
--------------------             Director                   April 26, 2004
Jeff W. Holmes








<PAGE>
<PAGE> F-1

                                 OCIS, CORP.
                         (A Development Stage Company)

                              FINANCIAL STATEMENTS

                      For the Year Ended December 31, 2003

                                     and

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


Contents:

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



<PAGE>
<PAGE> F-2

                            Independent Accountants' Report



Board of Directors and Stockholders
OCIS, Corp.

We have audited the balance sheets of OCIS, Corp. as of December 31, 2003 and
2002, and the related statements of operations, shareholders' equity and cash
flows for the year ended December 31, 2003 and the period of February 6, 2002
(date of inception) through December 31, 2002.  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. The
financial statements of OCIS, Corp. as of December 31, 2002 and for the period
of February 6, 2002 (date of inception) through December 31, 2002 were audited
by another auditor whose report, dated February 20, 2003, expressed a going
concern qualified opinion on those statements.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  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, 2003 and 2002, and the results of its operations and its cash flows for
the year ended December 31, 2003 and the period of February 6, 2002 (date of
inception) through December 31, 2002, 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 incurred significant net losses since
inception.  This raises substantial doubt about the Company's ability to meet
its obligations and to continue as a going concern. Management's plans in
regard to this matter are described in Note 6.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.


Child, Sullivan & Company
/S/
Child, Sullivan & Company
Kaysville, Utah
March 9, 2004

<PAGE>
<PAGE> F-3

                                OCIS CORP.
                       (A Development Stage Company)
                             BALANCE SHEETS

                                              December 31,       December 31,
                                                 2003                2002
                                            --------------     --------------

ASSETS

Current Assets:
     Cash in bank                              $  104,759         $    1,194
     Inventory                                      6,358             39,291
                                               ----------         ----------
          Total Current Assets                    111,117             40,485
                                               ----------         ----------
Total Assets                                   $  111,117         $   40,485
                                               ==========         ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
     Accounts payable and accrued expenses     $   10,443         $    2,548
     Due to officers and stockholders              10,945                  -
     Accrued interest payable - officers
      and stockholders                                379                309
     Note payable - officer                         4,545             29,856
                                               ----------         ----------
          Total Current Liabilities                26,312             32,713
                                               ----------         ----------

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 and 600,000 shares issued
          and outstanding, respectively             1,017                600
     Capital in excess of par value               131,324             29,400
     Common stock subscribed                            -                (55)
     Deficit accumulated during the
      development stage                           (47,536)           (22,173)
                                               ----------         ----------
          Total Shareholders' Equity               84,805              7,772
                                               ----------         ----------
Total Liabilities and Shareholders' Equity     $  111,117         $   40,485
                                               ==========         ==========

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

                             <c>                     <c>                    <c>
Revenue
   Sales                           $     13,670            $     12,500           $     26,170
   Cost of goods sold                   (25,757)                (11,942)               (37,699)
                                   -------------           -------------          -------------
     Gross profit (loss)                (12,087)                    558                (11,529)
                                   -------------           -------------          -------------

Expenses:
   General and administrative            11,717                  21,204                 32,921
                                   -------------           -------------          -------------
     Total Expenses                      11,717                  21,204                 32,921
                                   -------------           -------------          -------------

Net Loss From Operations                (23,804)                (20,646)               (44,450)

Other Income (Expense)
   Interest income                            -                     513                    513
   Interest expense                      (1,559)                 (2,040)                (3,599)
                                   -------------           -------------          -------------
Total Other Expense                      (1,559)                 (1,527)                (3,086)
                                   -------------           -------------          -------------

Net Loss Before Income Taxes            (25,363)                (22,173)               (47,536)
   Provision for income taxes                 -                       -                      -
                                   -------------           -------------          -------------

Net Loss                           $    (25,363)           $    (22,173)          $    (47,536)
                                   =============           =============          =============
Net Loss Per Share                 $     (0.04)            $      (0.04)          $      (0.08)
                                   =============           =============          =============
Weighted Average Common
Shares Outstanding                     600,000                  600,000                600,000
                                   =============           =============          =============
</TABLE>


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


















<PAGE>
<PAGE> F-5

                              OCIS CORP.
                    (A Development Stage Company)
                  STATEMENT OF SHAREHOLDERS' EQUITY
          FROM INCEPTION, FEBRUARY 6, 2002, TO DECEMBER 31, 2003

<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 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 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
                                ==========        =======   =========   ===========   ==========    ===========
</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>

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

                                                 <c>                   <c>                  <c>

Cash Flows from Operating Activities
   Cash from sale of equipment                          $   13,650          $   12,830            $   26,480
   Cash paid to suppliers and others                       (11,806)            (24,593)              (36,399)
   Cash from interest income                                     -                 513                   513
   Cash paid for interest                                   (1,489)             (1,731)               (3,220)
                                                    ------------------    -----------------    ----------------
     Cash Provided by (Used in) Operating Activities           355             (12,981)              (12,626)

Cash Flows from Financing Activities
   Sale of common stock                                    104,305              24,945               129,250
   Due to officers                                          10,945                   -                10,945
   Payment on note payable-Officer                         (12,040)            (10,770)              (22,810)
                                                    ------------------    -----------------    ----------------
     Cash Provided by Financing Activities                 103,210              14,175               117,385

Net Change in Cash                                         103,565               1,194               104,759

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

Reconciliation of Net Loss to Cash Used
  in Operating Activities

Net Loss                                                $  (25,363)         $  (22,173)           $  (47,536)

Adjustments to reconcile net loss to cash
  used in operating activities:
   Discount on debt obligation
   Offering costs charged to Capital in Excess of Par       (1,909)                  -                (1,909)
   Stock issued to acquire inventory                             -               5,000                 5,000
   Debt issued to acquire inventory                        (13,271)             40,626                27,355
   Changes in assets and liabilities:
     (Increase) decrease in inventory                       32,933             (39,291)               (6,358)
      Increase in accounts payable and accrued expenses      7,895               2,548                10,443
      Increase in accrued interest                              70                 309                   379
                                                    ------------------    -----------------    ----------------
Net Cash Provided by (Used in) Operating Activities     $      355          $  (12,981)           $  (12,626)
                                                    ==================    =================    ================
</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

The 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 31st.
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, 2003 and since inception, no
provisions 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 #109 "Accounting for Income
Taxes," due to the uncertainty of their realization.

The change in valuation allowance of $8,870 results from offsets against
deferred tax assets arising from net operating loss carryforwards, which
totaled $47,537 at December 31, 2003 and expire in 2022.

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%     $     (8,877)
     State taxes (benefit)                               (1,268)
     Valuation allowance                                 10,145
                                                   -------------
     Net income expense (benefit)                  $          0
                                                   =============


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 ending
December 31, 2003 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 $26,170 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 principle and interest were due and payable on December 31, 2002 or on
demand of holder.

During the year ended December 31, 2002, the Company received a total of
$14,945 of the principle amounts due on the promissory notes.  The remaining
balance of $55 due as of December 31, 2002 was reported as common stock
subscribed and was treated as a reduction of equity on the balance sheet.
This balance was subsequently received in early 2003.  During the year ended
December 31, 2003 and the period from inception, February 6, 2002, through
December 31, 2002 the Company received $-0- and $512, respectively, for
accrued interest due on the above notes.

The Company on February 6, 2002, issued 100,000 shares of it common stock at
$.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
amount of $40,626.  The note provided for simple interest at a rate of 6% per
annum.

The total principal and accrued interest is 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 is secured by the
inventory purchased and the agreement states that all proceeds, net of selling
expenses, from the sale of the inventory purchased by the note shall be
applied to the payment of the note.  During the 3rd quarter of 2003 the
remaining principal amount due on the note was discounted $13,271 by mutual
agreement 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 year ended December 31, 2003 and for the period from inception,
February 6, 2002, through December 31, 2002 the Company paid $1,489 and
$1,731, respectively against the accrued interest owed on the above note
payable.  At December 31, 2003, and December 31, 2002, the balance of accrued
interest payable on the above was $47 and $309 respectively.

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 December 31, 2003 no compensation has been paid or
accrued to any officer or director of the Company since inception because
amounts are only of nominal value.

The Company has borrowed from its officers and stockholders to pay for
operating expenses.  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.

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 and the
accrued interest owed is $332.

<PAGE>
<PAGE> F-10

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

Note 4   Related Party Transactions - continued

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 is included in accounts payable and
accrued expenses of $10,443 at December 31, 2003.

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 it
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
loss of $11,529 from the sale of used materials handling equipment and an
accumulated deficit of $47,536.  At December 31, 2003 the Company's only
assets are $104,759 cash and an inventory of used equipment held for sale
valued at $6,358.  The Company has current liabilities totaling $26,312.

The Company recently 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.