As filed with the Securities and Exchange Commission on
            April 5, 2004 Registration No. ________________

           United States Securities and Exchange Commission
                        Washington, D.C. 20549

                               Form S-8
        Registration Statement under the Securities Act of 1933

                                OneCap
        (Exact Name of Registrant as Specified in Its Charter)

                                Nevada
                    (State or other jurisdiction of

                              88-0429535
(I.R.S. Employer Incorporation or organization) Identification Number)

                                 4899
       (Primary Standard Industrial (Classification Code Number)

                      5440 Sahara Ave., 3rd Floor
                        Las Vegas, Nevada 89146
                            (702) 948-8800
   (Address and telephone number of registrant's principal executive
                               offices)

                                OneCap
                    2004 EMPLOYEE STOCK OPTION PLAN
                       (Full title of the plan)

                                OneCap
                      5440 Sahara Ave., 3rd Floor
                        Las Vegas, Nevada 89146
                            (702) 948-8800
       (Name, address and telephone number of agent for service)

                            With a copy to:

                       Harold P. Gewerter, Esq.
                        5440 Sahara Ave., Suite
                        Las Vegas, Nevada 89146
                          Fax (702) 382-1759
                           Tel: 702-382-1714

                    CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------
  TITLE OF        AMOUNT TO      PROPOSED       PROPOSED       AMOUNT OF
SECURITIES TO         BE         MAXIMUM        MAXIMUM      REGISTRATION
BE REGISTERED     REGISTERED(1)  OFFERING       AGGREGATE        FEE
                                 PRICE PER      OFFERING
                                 SHARE(2)       PRICE
-----------------------------------------------------------------------------
Common Stock      5,000,000       $2.05     $10,250,000.00    $1,298.67
$.001 par value     Shares
-----------------------------------------------------------------------------

 (1)   Pursuant to Rule 416(a) promulgated under the Securities Act  of
   1933, as amended (the "Securities Act"), this Registration Statement
   shall cover any additional shares of common stock which become issuable
   under the plan covered hereby by reason of any stock dividend, stock
   split,  recapitalization  or any other similar  transaction  without
   receipt of consideration which results in an increase in the number of
   shares of Registrant's outstanding common stock. The 5,000,000 shares
   registered hereby represent shares issuable pursuant to the Plan.
 (2)  Estimated solely for the purpose of calculating the amount of the
   registration fee pursuant to Rule 457(c) and (h) under the Securities
   Act. The offering price per share and aggregate offering price are
   based upon the average of the closing bid and ask price of the common
   stock as traded on the OTC Bulletin Board as of the specified date of
   March 29, 2004.

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




                                -1-




PART II: Information Required in the Registration Statement

Item 3: INCORPORATION OF DOCUMENTS BY REFERENCE

The  following  documents filed by OneCap or the  "Company")  with  the
Securities  and Exchange Commission are incorporated by reference  into
this Registration Statement:

(a)  The Registrant's Annual Report on Form 10-KSB for the fiscal  year
ended June 30, 2003, filed with the SEC on October 14, 2003 and amended
October 14, 2003;

(b)  The Registrant's Quarterly Report on Form 10-QSB For the quarterly
period  ended  September 30, 2003 filed with the SEC  on  November  12,
2003;

(c)  The  Registrant's Quarterly Report on Form 10-QSB for  the  period
ending December 31, 2003 filed with the SEC on February 17, 2004.

(d)  The Registrant's Current Report on Form 8-K filed with the SEC  on
March 11, 2004.

(e)  The  Registrant's  Registration Statement No.  000-31369  on  Form
10SB12G/A filed with the SEC on March 9, 2001 pursuant to Section 12 of
the  Securities Exchange Act of 1934 (the "1934 Act"), which  describes
the  terms,  rights  and  provisions  applicable  to  the  Registrant's
outstanding Common Stock.

All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date  of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered  hereby
have  been  sold  or  which deregisters all securities  then  remaining
unsold  shall  be  deemed  to be incorporated by  reference  into  this
Registration Statement and to be a part hereof from the date of  filing
of such documents.

Any  statement  contained in a document incorporated or  deemed  to  be
incorporated  by  reference herein shall be deemed to  be  modified  or
superseded  for purposes of this Registration Statement to  the  extent
that a statement contained herein or in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or
supersedes such statement.

Item 4: DESCRIPTION OF SECURITIES

Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

 Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under  Nevada  Corporate  Law,  the  Registrant  has  broad  powers  to
indemnify its directors and officers against liabilities they may incur
in  such capacities, including liabilities under the Securities Act  of
1933,  as  amended  (the  "1933Act").  The  Registrant's  Bylaws   (the
"Bylaws") provide that the Registrant shall indemnify its directors and
officers if such officer or director acted (i) in good faith, (ii) in a
manner  reasonably  believed  to be in  or  not  opposed  to  the  best
interests  of  the Registrant, and (iii) with respect to  any  criminal
action  or proceeding, had no reasonable cause to believe such  conduct
was  unlawful. The Registrant believes that indemnification  under  its
Bylaws  covers at least negligence and gross negligence,  and  requires
the   Registrant  to  advance  litigation  expenses  in  the  case   of
stockholder derivative actions or other actions, against an undertaking
by  the  directors  and  officers to  repay  such  advances  if  it  is
ultimately   determined  that  the  director   is   not   entitled   to
indemnification. The Bylaws further provide that rights conferred under
such Bylaws shall not be deemed to be exclusive of any other right such
persons  may  have or acquire under any agreement, vote of stockholders
or disinterested directors, or otherwise.

In  addition, the Registrant's Articles of Incorporation (the "Articles
of  Incorporation") provides that, pursuant to Nevada law, none of  its
directors shall be liable for monetary damages for breach of his or her
fiduciary  duty  of  care to the Registrant and its stockholders.  This
provision in the Articles of Incorporation does not eliminate the  duty
of  care, and in appropriate circumstances equitable remedies  such  as
injunctive  or other forms onion-monetary relief will remain  available
under  Nevada  law.  In addition, each director  will  continue  to  be
subject  to  liability for breach of the director's duty of loyalty  to
the  Registrant  for acts or omissions not in good faith  or  involving
intentional  misconduct, for knowing violations  of  law,  for  actions
leading  to improper personal benefit to the director, and for  payment
of  dividends or approval of stock repurchases or redemptions that  are
unlawful  under  Nevada  law. The provision  also  does  not  affect  a
director's  responsibilities under any other law, such as  the  federal
securities laws or state or federal environmental laws. The Articles of
Incorporation further provides that the Registrant shall indemnify  its
directors  and  officers to the fullest extent  permitted  by  law  and
requires the Registrant to advance litigation expenses in the  case  of
stockholder derivative actions or other actions, against an undertaking
by  the  director to repay such advances if it is ultimately determined
that  the director is not entitled to indemnification. The Articles  of
Incorporation  also provides that rights conferred under such  Articles
of Incorporation shall not be deemed to be exclusive of any other right
such  persons  may have or acquire under any statute, the  Articles  of
Incorporation,   the  Bylaws,  agreement,  vote  of   stockholders   or
disinterested directors, or otherwise.




                                -2-





The  Registrant  has  obtained a liability  insurance  policy  for  the
officers and directors that, subject to certain limitations, terms  and
conditions  will insure them against losses arising from wrongful  acts
(as defined by the policy) in their capacity as directors or officers.

In  addition,  the Registrant has entered into agreements to  indemnify
its   directors  and  certain  of  its  officers  in  addition  to  the
indemnification  provided  for  in the Articles  of  Incorporation  and
Bylaws.   These   agreements,  among  other   things,   indemnify   the
Registrant's directors and certain of its officers for certain expenses
(including  attorneys  fees), judgments, fines and  settlement  amounts
incurred  by  such  person in any action or proceeding,  including  any
action by or in the right of the Registrant, on account of services  as
a  director or officer of the Registrant or as a director or officer of
any  subsidiary of the Registrant, or as a director or officer  of  any
other company or enterprise that the person provides services to at the
request of the Registrant.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

Item 8. EXHIBITS

Exhibit                          Exhibit Number
-------------------------------------------------------------------------
4.1                              Instruments Defining the  Rights
                                 of  Stockholders.  Reference  is
                                 made       to       Registrant's
                                 Registration Statement No.  000-
                                 27243  on Form 10SB12G/A,  which
                                 is    incorporated   herein   by
                                 reference pursuant to Item 3(e)

5.1                              Opinion  and consent  of  Harold
                                 P. Gewerter, Esq.

23.1                             Consent      of      Independent
                                 Accountants

23.2                             Consent  of Harold P.  Gewerter,
                                 Esq.

99.1                             OneCap   2004   Employee   Stock
                                 Option Plan

Item 9. UNDERTAKINGS.

1.  The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i)  To  include  any prospectus required by section  10(a)(3)  of  the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent  post-
effective  amendment thereof) which, individually or in the  aggregate,
represent  a  fundamental change in the information set  forth  in  the
registration statement. Notwithstanding the foregoing, any increase  or
decrease in volume of securities offered (if the total dollar value  of
securities offered would not exceed that which was registered) and  any
deviation  from  the low or high end of the estimated maximum  offering
range  may  be  reflected  in  the form of prospectus  filed  with  the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume  and  price represent no more than a 20% change in  the  maximum
aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement, and

(iii)  To include any material information with respect to the plan  of
distribution  not previously disclosed in the registration    statement
or  any  material  change  to  such  information  in  the  registration
statement, provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply  if  the  information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the  issuer pursuant to section 13 or section 15(d) of the Exchange Act
that are incorporated by reference herein.

(b)  That,  for  the  purpose of determining any  liability  under  the
Securities Act, each such post-effective amendment shall be  deemed  to
be  a  new  registration statement relating to the  securities  offered
herein,  and  the  offering of such securities at that  time  shall  be
deemed to be the initial bonafide offering thereof.

(c)  To remove from registration by means of a post-effective amendment
any  of  the  securities being registered which remain  unsold  at  the
termination of the Registrant's 2004 Employee Stock Option Plan.

2.  The undersigned registrant hereby undertakes that, for purposes  of
determining any liability under the Securities Act, each filing of  the
registrant's  annual report pursuant to Section 13(a) or Section  15(d)
of  the Exchange Act (and, where applicable, each filing of an employee
benefit  plan's annual report pursuant to section 15(d) of the Exchange
Act)  that  is incorporated by reference in the Registration  Statement
shall  be  deemed  to be anew registration statement  relating  to  the
securities offered herein, and the offering of such securities at  that
time shall be deemed to be the initial bonafide offering thereof.

3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act may be permitted to directors, officers and controlling
persons  of  the  registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion  of  the
Securities  and  Exchange  Commission such indemnification  is  against
public  policy  as expressed in the Securities Act and  is,  therefore,
unenforceable.  In  the event that a claim for indemnification  against
such  liabilities (other than the payment by the registrant of expenses
incurred  or paid by a director, officer or controlling person  of  the
registrant in the successful defense of any action, suit or proceeding)
is  asserted  by  such  director,  officer  or  controlling  person  in
connection  with the securities being registered, the registrant  will,
unless  in  the opinion of its counsel the matter has been  settled  by
controlling  precedent,  submit to a court of appropriate  jurisdiction
the  question  whether  such indemnification by it  is  against  public
policy  as expressed in the Securities Act and will be governed by  the
final adjudication of such issue.




                                -3-





SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that
it  meets  aloof the requirements for filing on Form S-8, and has  duly
caused  this Registration Statement to be signed on its behalf  by  the
undersigned,  thereunto  duly authorized, in the  City  of  Las  Vegas,
Nevada, on April 5, 2004.

ONECAP
(Registrant)

By: /s/ Vincent Hesser
   ---------------------
Vincent Hesser,
President, CEO and Director
























                                -4-





EExhibit                          Exhibit Number
-------------------------------------------------------------------------
4.1                              Instruments Defining the  Rights
                                 of  Stockholders.  Reference  is
                                 made       to       Registrant's
                                 Registration Statement No.  000-
                                 27243  on Form 10SB12G/A,  which
                                 is    incorporated   herein   by
                                 reference pursuant to Item 3(e)

5.1                              Opinion  and consent  of  Harold
                                 P. Gewerter, Esq.

23.1                             Consent      of      Independent
                                 Accountants

23.2                             Consent  of Harold P.  Gewerter,
                                 Esq.

99.1                             OneCap   2004   Employee   Stock
                                 Option Plan
[{"type": "S-8", "sequence": "1", "filename": "oncp_s8.txt", "secsgml_size_bytes": 17063}]
{"company-data": {"conformed-name": "ONECAP", "cik": "0001111845", "assigned-sic": "6162", "irs-number": "880429535", "state-of-incorporation": "NV", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114372", "film-number": "04727166"}, "business-address": {"street1": "5440 WEST SAHARA AVENUE 3RD FLOOR", "city": "LAS VEGAS", "state": "NV", "zip": "89146", "phone": "7029481200"}, "mail-address": {"street1": "5440 WEST SAHARA AVENUE 3RDFLOOR", "city": "LAS VEGAS", "state": "NV", "zip": "89146"}}
As filed with the Securities and Exchange Commission on
            April 5, 2004 Registration No. ________________

           United States Securities and Exchange Commission
                        Washington, D.C. 20549

                               Form S-8
        Registration Statement under the Securities Act of 1933

                                OneCap
        (Exact Name of Registrant as Specified in Its Charter)

                                Nevada
                    (State or other jurisdiction of

                              88-0429535
(I.R.S. Employer Incorporation or organization) Identification Number)

                                 4899
       (Primary Standard Industrial (Classification Code Number)

                      5440 Sahara Ave., 3rd Floor
                        Las Vegas, Nevada 89146
                            (702) 948-8800
   (Address and telephone number of registrant's principal executive
                               offices)

                                OneCap
                    2004 EMPLOYEE STOCK OPTION PLAN
                       (Full title of the plan)

                                OneCap
                      5440 Sahara Ave., 3rd Floor
                        Las Vegas, Nevada 89146
                            (702) 948-8800
       (Name, address and telephone number of agent for service)

                            With a copy to:

                       Harold P. Gewerter, Esq.
                        5440 Sahara Ave., Suite
                        Las Vegas, Nevada 89146
                          Fax (702) 382-1759
                           Tel: 702-382-1714

                    CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------
  TITLE OF        AMOUNT TO      PROPOSED       PROPOSED       AMOUNT OF
SECURITIES TO         BE         MAXIMUM        MAXIMUM      REGISTRATION
BE REGISTERED     REGISTERED(1)  OFFERING       AGGREGATE        FEE
                                 PRICE PER      OFFERING
                                 SHARE(2)       PRICE
-----------------------------------------------------------------------------
Common Stock      5,000,000       $2.05     $10,250,000.00    $1,298.67
$.001 par value     Shares
-----------------------------------------------------------------------------

 (1)   Pursuant to Rule 416(a) promulgated under the Securities Act  of
   1933, as amended (the "Securities Act"), this Registration Statement
   shall cover any additional shares of common stock which become issuable
   under the plan covered hereby by reason of any stock dividend, stock
   split,  recapitalization  or any other similar  transaction  without
   receipt of consideration which results in an increase in the number of
   shares of Registrant's outstanding common stock. The 5,000,000 shares
   registered hereby represent shares issuable pursuant to the Plan.
 (2)  Estimated solely for the purpose of calculating the amount of the
   registration fee pursuant to Rule 457(c) and (h) under the Securities
   Act. The offering price per share and aggregate offering price are
   based upon the average of the closing bid and ask price of the common
   stock as traded on the OTC Bulletin Board as of the specified date of
   March 29, 2004.

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

                                -1-

PART II: Information Required in the Registration Statement

Item 3: INCORPORATION OF DOCUMENTS BY REFERENCE

The  following  documents filed by OneCap or the  "Company")  with  the
Securities  and Exchange Commission are incorporated by reference  into
this Registration Statement:

(a)  The Registrant's Annual Report on Form 10-KSB for the fiscal  year
ended June 30, 2003, filed with the SEC on October 14, 2003 and amended
October 14, 2003;

(b)  The Registrant's Quarterly Report on Form 10-QSB For the quarterly
period  ended  September 30, 2003 filed with the SEC  on  November  12,
2003;

(c)  The  Registrant's Quarterly Report on Form 10-QSB for  the  period
ending December 31, 2003 filed with the SEC on February 17, 2004.

(d)  The Registrant's Current Report on Form 8-K filed with the SEC  on
March 11, 2004.

(e)  The  Registrant's  Registration Statement No.  000-31369  on  Form
10SB12G/A filed with the SEC on March 9, 2001 pursuant to Section 12 of
the  Securities Exchange Act of 1934 (the "1934 Act"), which  describes
the  terms,  rights  and  provisions  applicable  to  the  Registrant's
outstanding Common Stock.

All  reports  and  definitive  proxy or  information  statements  filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the
date  of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered  hereby
have  been  sold  or  which deregisters all securities  then  remaining
unsold  shall  be  deemed  to be incorporated by  reference  into  this
Registration Statement and to be a part hereof from the date of  filing
of such documents.

Any  statement  contained in a document incorporated or  deemed  to  be
incorporated  by  reference herein shall be deemed to  be  modified  or
superseded  for purposes of this Registration Statement to  the  extent
that a statement contained herein or in any subsequently filed document
which also is deemed to be incorporated by reference herein modifies or
supersedes such statement.

Item 4: DESCRIPTION OF SECURITIES

Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

 Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under  Nevada  Corporate  Law,  the  Registrant  has  broad  powers  to
indemnify its directors and officers against liabilities they may incur
in  such capacities, including liabilities under the Securities Act  of
1933,  as  amended  (the  "1933Act").  The  Registrant's  Bylaws   (the
"Bylaws") provide that the Registrant shall indemnify its directors and
officers if such officer or director acted (i) in good faith, (ii) in a
manner  reasonably  believed  to be in  or  not  opposed  to  the  best
interests  of  the Registrant, and (iii) with respect to  any  criminal
action  or proceeding, had no reasonable cause to believe such  conduct
was  unlawful. The Registrant believes that indemnification  under  its
Bylaws  covers at least negligence and gross negligence,  and  requires
the   Registrant  to  advance  litigation  expenses  in  the  case   of
stockholder derivative actions or other actions, against an undertaking
by  the  directors  and  officers to  repay  such  advances  if  it  is
ultimately   determined  that  the  director   is   not   entitled   to
indemnification. The Bylaws further provide that rights conferred under
such Bylaws shall not be deemed to be exclusive of any other right such
persons  may  have or acquire under any agreement, vote of stockholders
or disinterested directors, or otherwise.

In  addition, the Registrant's Articles of Incorporation (the "Articles
of  Incorporation") provides that, pursuant to Nevada law, none of  its
directors shall be liable for monetary damages for breach of his or her
fiduciary  duty  of  care to the Registrant and its stockholders.  This
provision in the Articles of Incorporation does not eliminate the  duty
of  care, and in appropriate circumstances equitable remedies  such  as
injunctive  or other forms onion-monetary relief will remain  available
under  Nevada  law.  In addition, each director  will  continue  to  be
subject  to  liability for breach of the director's duty of loyalty  to
the  Registrant  for acts or omissions not in good faith  or  involving
intentional  misconduct, for knowing violations  of  law,  for  actions
leading  to improper personal benefit to the director, and for  payment
of  dividends or approval of stock repurchases or redemptions that  are
unlawful  under  Nevada  law. The provision  also  does  not  affect  a
director's  responsibilities under any other law, such as  the  federal
securities laws or state or federal environmental laws. The Articles of
Incorporation further provides that the Registrant shall indemnify  its
directors  and  officers to the fullest extent  permitted  by  law  and
requires the Registrant to advance litigation expenses in the  case  of
stockholder derivative actions or other actions, against an undertaking
by  the  director to repay such advances if it is ultimately determined
that  the director is not entitled to indemnification. The Articles  of
Incorporation  also provides that rights conferred under such  Articles
of Incorporation shall not be deemed to be exclusive of any other right
such  persons  may have or acquire under any statute, the  Articles  of
Incorporation,   the  Bylaws,  agreement,  vote  of   stockholders   or
disinterested directors, or otherwise.

                                -2-

The  Registrant  has  obtained a liability  insurance  policy  for  the
officers and directors that, subject to certain limitations, terms  and
conditions  will insure them against losses arising from wrongful  acts
(as defined by the policy) in their capacity as directors or officers.

In  addition,  the Registrant has entered into agreements to  indemnify
its   directors  and  certain  of  its  officers  in  addition  to  the
indemnification  provided  for  in the Articles  of  Incorporation  and
Bylaws.   These   agreements,  among  other   things,   indemnify   the
Registrant's directors and certain of its officers for certain expenses
(including  attorneys  fees), judgments, fines and  settlement  amounts
incurred  by  such  person in any action or proceeding,  including  any
action by or in the right of the Registrant, on account of services  as
a  director or officer of the Registrant or as a director or officer of
any  subsidiary of the Registrant, or as a director or officer  of  any
other company or enterprise that the person provides services to at the
request of the Registrant.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

Item 8. EXHIBITS

Exhibit                          Exhibit Number
-------------------------------------------------------------------------
4.1                              Instruments Defining the  Rights
                                 of  Stockholders.  Reference  is
                                 made       to       Registrant's
                                 Registration Statement No.  000-
                                 27243  on Form 10SB12G/A,  which
                                 is    incorporated   herein   by
                                 reference pursuant to Item 3(e)

5.1                              Opinion  and consent  of  Harold
                                 P. Gewerter, Esq.

23.1                             Consent      of      Independent
                                 Accountants

23.2                             Consent  of Harold P.  Gewerter,
                                 Esq.

99.1                             OneCap   2004   Employee   Stock
                                 Option Plan

Item 9. UNDERTAKINGS.

1.  The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

(i)  To  include  any prospectus required by section  10(a)(3)  of  the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent  post-
effective  amendment thereof) which, individually or in the  aggregate,
represent  a  fundamental change in the information set  forth  in  the
registration statement. Notwithstanding the foregoing, any increase  or
decrease in volume of securities offered (if the total dollar value  of
securities offered would not exceed that which was registered) and  any
deviation  from  the low or high end of the estimated maximum  offering
range  may  be  reflected  in  the form of prospectus  filed  with  the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume  and  price represent no more than a 20% change in  the  maximum
aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement, and

(iii)  To include any material information with respect to the plan  of
distribution  not previously disclosed in the registration    statement
or  any  material  change  to  such  information  in  the  registration
statement, provided, however, that paragraphs (a)(i) and (a)(ii) do not
apply  if  the  information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the  issuer pursuant to section 13 or section 15(d) of the Exchange Act
that are incorporated by reference herein.

(b)  That,  for  the  purpose of determining any  liability  under  the
Securities Act, each such post-effective amendment shall be  deemed  to
be  a  new  registration statement relating to the  securities  offered
herein,  and  the  offering of such securities at that  time  shall  be
deemed to be the initial bonafide offering thereof.

(c)  To remove from registration by means of a post-effective amendment
any  of  the  securities being registered which remain  unsold  at  the
termination of the Registrant's 2004 Employee Stock Option Plan.

2.  The undersigned registrant hereby undertakes that, for purposes  of
determining any liability under the Securities Act, each filing of  the
registrant's  annual report pursuant to Section 13(a) or Section  15(d)
of  the Exchange Act (and, where applicable, each filing of an employee
benefit  plan's annual report pursuant to section 15(d) of the Exchange
Act)  that  is incorporated by reference in the Registration  Statement
shall  be  deemed  to be anew registration statement  relating  to  the
securities offered herein, and the offering of such securities at  that
time shall be deemed to be the initial bonafide offering thereof.

3.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities  Act may be permitted to directors, officers and controlling
persons  of  the  registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion  of  the
Securities  and  Exchange  Commission such indemnification  is  against
public  policy  as expressed in the Securities Act and  is,  therefore,
unenforceable.  In  the event that a claim for indemnification  against
such  liabilities (other than the payment by the registrant of expenses
incurred  or paid by a director, officer or controlling person  of  the
registrant in the successful defense of any action, suit or proceeding)
is  asserted  by  such  director,  officer  or  controlling  person  in
connection  with the securities being registered, the registrant  will,
unless  in  the opinion of its counsel the matter has been  settled  by
controlling  precedent,  submit to a court of appropriate  jurisdiction
the  question  whether  such indemnification by it  is  against  public
policy  as expressed in the Securities Act and will be governed by  the
final adjudication of such issue.

                                -3-

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that
it  meets  aloof the requirements for filing on Form S-8, and has  duly
caused  this Registration Statement to be signed on its behalf  by  the
undersigned,  thereunto  duly authorized, in the  City  of  Las  Vegas,
Nevada, on April 5, 2004.

ONECAP
(Registrant)

By: /s/ Vincent Hesser
   ---------------------
Vincent Hesser,
President, CEO and Director

                                -4-

EExhibit                          Exhibit Number
-------------------------------------------------------------------------
4.1                              Instruments Defining the  Rights
                                 of  Stockholders.  Reference  is
                                 made       to       Registrant's
                                 Registration Statement No.  000-
                                 27243  on Form 10SB12G/A,  which
                                 is    incorporated   herein   by
                                 reference pursuant to Item 3(e)

5.1                              Opinion  and consent  of  Harold
                                 P. Gewerter, Esq.

23.1                             Consent      of      Independent
                                 Accountants

23.2                             Consent  of Harold P.  Gewerter,
                                 Esq.

99.1                             OneCap   2004   Employee   Stock
                                 Option Plan