UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

                |X| Quarterly Report under Section 13 or 15(d) of
                      the Securities Exchange Act of 1934.

               For the quarterly period ended: September 30, 2004

                                       or

    |_| Transition Report Pursuance to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934.

                        For the transition period from to

                        COMMISSION FILE NUMBER: 000-23039

                              ORALABS HOLDING CORP.

        (Exact name of small business issuer as specified in its charter)



           Colorado                                         14-1623047
 ------------------------------                          -----------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)



 18685 East Plaza Drive, Parker, Colorado                      80134
 -------------------------------------                       --------
(Address of principal executive offices)                    (Zip Code)


                                 (303) 783-9499
                                ----------------
                           (Issuer's telephone number)

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.

|X| Yes |_| No

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS:

Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the
distribution of securities under a plan confirmed by a court.

|_| Yes |_| No

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

As of September 30, 2004 Issuer had 4,580,615 shares of common stock, $.001 Par
Value, outstanding.

Transitional Small Business Disclosure Format (check one)

Yes |_| |X| No

<PAGE>


                                Table of Contents


Part I.  Financial Information
Item 1.  Financial Statement                                                Page
-------  -------------------                                                ----

        Consolidated Balance Sheets as of September 30, 2004(Unaudited)
         And December 31, 2003................................................2

        Consolidated Statements of Operations Three Months
         And Nine Months Ended September 30, 2004 and 2003 (Unaudited)........3


        Consolidated Statement of Stockholders' Equity from
         December 31, 2003 Through September 30,2004 (Unaudited)..............4


        Consolidated Statements of Cash Flows, Nine Months Ended
         September 30, 2004 and 2003 (Unaudited)..............................5


        Notes to Consolidated Financial Statements............................6


Item 2. Management's Discussion and analysis of Financial Conditions
         And Results of Operations............................................7


Item 3. Controls and procedures..............................................10


Part II. Other Information ..................................................11


Exhibit Index................................................................14

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                 <C>           <C>
                      ORALABS HOLDING CORP AND SUBSIDIARIES

                           Consolidated Balance Sheets
                           ---------------------------

                                                                    September 30,
                                                                        2004
                                                                      Unaudited     December 31, 2003
                                                                    -------------   -----------------
                                     Assets
Current Assets
   Cash and cash equivalents                                        $   700,334       $ 2,561,108
   Accounts receivable, net of allowance for doubtful accounts of
    $341,983 and $415,422                                             1,530,670         1,896,672
   Inventories                                                        2,788,325         2,422,153
   Deferred tax asset                                                   339,440           154,952
   Income taxes receivable                                              242,988           242,988
   Prepaid expenses                                                     171,260           143,635
   Deposits and other assets                                            177,005           117,670
                                                                    -------------     ------------
        Total current assets                                          5,950,022         7,539,178
 Non-current assets
   Deferred tax asset long-term                                         205,538
   Property and equipment, net                                        1,611,573           865,427
                                                                    -------------     ------------
        Total non-current assets                                      1,817,111           865,427
                                                                    -------------     ------------
 Total Assets                                                       $ 7,767,133       $ 8,404,605
                                                                    =============     ============
                      Liabilities and Stockholders' Equity

Current liabilities
   Accounts payable - trade                                         $   909,086       $ 1,045,267
   Accrued liabilities                                                  271,849           146,332
   Reserve for returns                                                  358,290           396,419
   Income tax payable                                                     4,203                 0
   Current portion of long-term debt                                     16,724            22,874
                                                                    -------------     ------------
        Total current liabilities                                     1,560,152         1,610,892
                                                                    -------------     ------------
Non-current Liabilities
   Long-term debt, less current portion                                  13,650            24,655
   Deferred tax liability long-term                                      69,201            41,611
                                                                    -------------     ------------
        Total non-current liabilities                                    82,851            66,266
                                                                    -------------     ------------

Commitments and contingencies

Stockholders' equity
Preferred stock, $.001 par value, 1,000,000 shares authorized; none
 issued and outstanding                                                       0                 0
Common stock, $.001 par value; 100,000,000 shares authorized,
 4,580,615 issued and outstanding at the end of both periods              4,581             4,581
Additional paid -in capital                                           1,221,484         1,221,484
Retained earnings                                                     4,898,065         5,501,382
                                                                    -------------     ------------
Total stockholders' equity                                            6,124,130         6,727,447
                                                                    -------------     ------------

Total liabilities and stockholders' equity                          $ 7,767,133       $ 8,404,605
                                                                    =============     ============

                 See Notes to Consolidated Financial Statements
</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>
<S>                                                  <C>              <C>                <C>              <C>
                      ORALABS HOLDING CORP AND SUBSIDIARIES

                      Consolidated Statements of Operations
  Three Months and Nine Months ended September 30, 2004 and September 30, 2003
                                   Unaudited

----------------------------------------------------------------------------------------------------------------------
                                                           Three Months Ended                 Nine Months Ended
                                                       09/30/04          09/30/03          09/30/04          09/30/03
----------------------------------------------------------------------------------------------------------------------
Revenues:
  Product sales                                      $2,831,826        $2,948,328        $9,622,482       $10,663,160
                                                     -----------       -----------       -----------      ------------
Total Revenues                                        2,831,826         2,948,328         9,622,482        10,663,160
                                                     -----------       -----------       -----------      ------------
   Cost of Sales                                      2,173,430         1,930,949         6,943,391         7,070,861
                                                     -----------       -----------       -----------      ------------
Gross profit                                            658,396         1,017,379         2,679,091         3,592,299
                                                     -----------       -----------       -----------      ------------
Operating Expenses:
  Engineering                                            54,749            61,262           237,726           185,114
  Selling and marketing costs                           274,088           265,646           975,022         1,188,470
  General and administrative                            903,830           549,386         2,380,849         1,742,693
  Other                                                   2,901             7,578            30,838            22,893
                                                     -----------       -----------       -----------      ------------
Total operating expenses                              1,235,568           883,872         3,624,435         3,139,170
                                                     -----------       -----------       -----------      ------------
Net operating (loss) income                            (577,172)          133,507          (945,344)          453,129
Other income (expense)                                                    (65,207)          (24,148)          (65,441)
   Interest and other income                              2,913             5,486             7,942            25,455
                                                     -----------       -----------       -----------      ------------
Total other income (expense)                              2,913           (59,721)          (16,206)          (39,986)
                                                     -----------       -----------       -----------      ------------
Net (loss) income before provision for income taxes    (574,259)           73,786          (961,550)          413,143

Income tax benefit                                      214,054            40,355           358,233           167,436
                                                     -----------       -----------       -----------      ------------
Net (loss) income                                    $ (360,205)       $   33,431        $ (603,317)      $   245,707
                                                     ===========       ===========       ===========      ============
Basic and diluted (loss) income per common share     $     (.08)       $      .01        $     (.13)      $       .05
                                                     ===========       ===========       ===========      ============
Weighted average shares outstanding                   4,580,615         4,580,615         4,580,615         4,580,615
                                                     ===========       ===========       ===========      ============

----------------------------------------------------------------------------------------------------------------------

                 See Notes to Consolidated Financial Statements
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
<S>                              <C>              <C>        <C>           <C>           <C>            <C>           <C>
                      ORALABS HOLDING CORP AND SUBSIDIARIES

                 Consolidated Statement of Stockholders' Equity
                  For the Nine months ended September 30, 2004
                                    Unaudited

---------------------------------------------------------------------------------------------------------------------------------

                                   Preferred       Stock        Common       Stock       Addl. Paid-In    Retained       Total
                                    Shares         Amount       Shares       Amount         Capital       Earnings
---------------------------------------------------------------------------------------------------------------------------------
Balance at Dec. 31, 2003                                      4,580,615      $4,581       $1,221,484    $5,501,382    $6,727,447

Net loss                                                                                                  (603,317)     (603,317)

                                  -----------------------------------------------------------------------------------------------
Balance at September 30, 2004
                                                              4,580,615      $4,581       $1,221,484    $4,898,065    $6,124,130
=================================================================================================================================

                 See Notes to Consolidated Financial Statements
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                   <C>                  <C>
                      ORALABS HOLDING CORP AND SUBSIDIARIES

                           Consolidated Statements of
                          Cash Flow For the Nine months
                        ended September 30, 2004 and 2003
                                    Unaudited

-----------------------------------------------------------------------------------------------------------------------
                                                                                          2004                 2003
                                                                                          ----                 ----
-----------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities
------------------------------------
Net (loss) income                                                                     $  (603,317)         $   245,707
                                                                                      ------------         ------------
Adjustments to reconcile net (loss) income to net cash used in operating
Activities
 Allowance for doubtful accounts                                                          (73,438)             216,592
 Depreciation                                                                             263,771              314,106
 Deferred taxes                                                                          (358,232)              96,414
 Changes in assets and liabilities:
 Other current assets                                                                     (86,961)             (20,239)
 Accounts receivable                                                                      439,440             (901,475)
 Inventory                                                                               (366,172)            (410,409)
 Accounts payable                                                                        (136,182)             339,391
 Accrued expenses                                                                         125,517              (20,189)
 Reserve for returns                                                                      (38,129)             (37,816)
 Income taxes payable                                                                           0              (79,001)
                                                                                      ------------         ------------
                                                                                         (230,386)            (502,626)
                                                                                      ------------         ------------
Net cash used in operating activities                                                    (833,703)            (256,919)
                                                                                      ------------         ------------
Cash from investing activities

  Investment in property and equipment                                                 (1,009,916)            (227,427)
                                                                                      ------------         ------------
    Net cash used in investing activities                                              (1,009,916)            (227,427)
                                                                                      ------------         ------------
Cash from financing activities
  Payment on long term debt                                                               (17,155)             (15,775)
                                                                                      ------------         ------------
  Net cash used in financing activities                                                   (17,155)             (15,775)
                                                                                      ------------         ------------

Net decrease in cash and cash equivalents                                              (1,860,774)            (500,121)
Cash and cash equivalents, beginning of the period                                      2,561,108            2,677,607
                                                                                      ------------         ------------
Cash and cash equivalents, end of the period                                          $   700,334          $ 2,177,486
                                                                                      ============         ============

Cash paid for income taxes was $ 0.00 (2004) and $ 0.00 (2003)

-----------------------------------------------------------------------------------------------------------------------

                 See Notes to Consolidated Financial Statements
</TABLE>

                                       5
<PAGE>

                      ORALABS HOLDING CORP AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. This report should, therefore, be read in
conjunction with the Annual Report on Form 10-KSB/A for the year ended December
31, 2003 (the "2003 Form 10-KSB/A") of OraLabs Holding Corp. and Subsidiaries
(the "Company").

The information included in this report is unaudited but reflects all
adjustments which, in the opinion of management, are necessary to a fair
statement of the results of the interim periods covered thereby. All adjustments
are of a normal and recurring nature except as described herein.

RECLASSIFICATIONS

Certain amounts in the prior period financial statements have been reclassified
to conform to the 2004 presentation.

NOTE 2 - Property and Equipment Property and Equipment Consisted of The
following:


Machinery and equipment:
------------------------
==========================================================================
                               September 30, 2004
--------------------------------------------------------------------------

Machinery and equipment                                        $3,022,820
Leasehold improvements                                            101,870
                                                               -----------
                                                                3,124,690
Less accumulated depreciation                                  (1,513,117)
                                                               -----------
                                                               $1,611,573
                                                               ===========


NOTE 3 - LINE-OF-CREDIT

The Company entered into a line-of-credit agreement with a bank in the amount of
$2,000,000, which expires September 2005. As of September 30, 2004, the Company
had available the entire $2,000,000 unused line-of-credit. The line-of-credit is
collateralized by a first lien on all of the Company's business assets.

NOTE 4 - RESERVE FOR RETURNS AND ALLOWANCES

The company reserves 2.75% of revenues for returns and allowances of their
product. The reserve is recorded as a reduction of revenues and as a liability
on the balance sheet. The amount recorded as a liability on the balance sheet at
September 30, 2004 is $358,290.

NOTE 5- STOCK OPTIONS

On May 27, 2004, the Company granted 7500 options to certain members of the
Board of Directors under the Company's 1997 non-employee directors option plan
to purchase stock at $1.79 per share, fair market value at the date of grant.
These options vest over four years.

                                       6
<PAGE>


                      ORALABS HOLDING CORP AND SUBSIDIARIES

ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Special Note on Forward-Looking Statements

Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, provide a safe harbor for certain
forward-looking statements. This quarterly report contains statements that are
forward-looking. Forward looking statements include those which are not
historical facts, including without limitation statements about management's
expectations for any period beyond the fiscal quarter ended September 30, 2004.
Words such as "expect", "anticipate", "believe", "intend" and "estimate" and
similar expressions are examples of words which identify forward looking
statements. While these statements reflect the Company's beliefs as of the date
of this report, they are subject to assumptions, uncertainties and risks that
could cause actual results to differ materially and adversely from the results
contemplated, forecast or estimated in the forward-looking statements included
in this report. These factors include, but are not necessarily limited to, the
impact of competitive products, the acceptance of new products or product lines
in the marketplace, the Company's ability to manage growth, the availability of
an adequate workforce and changes in market conditions.

Results of Operations. For the three month period ending September 30, 2004 as
compared with the three month period ending September 30, 2003.

Product sales decreased $116,502 or 4%. While July and August 2004 showed
declines, September 2004 sales were up $727,000 over 2003 sales. Sales are
subject to fluctuation month to month based on timing of orders. A large order
from a major customer occurred in September 2004. A large promotional expense of
$240,000 was booked in July 2004 accounting for the quarterly drop in sales from
2003.

Gross profit decreased $358,983. As a percentage of sales, gross profit
decreased by 11%. The reduction in gross profit is primarily due to increases in
overhead, freight, and labor associated with the move into a new building and
expansion projects aimed at increasing production capacity.

While engineering and selling and marketing expenses remained stable,
general and administrative expenses increased $354,444 or 65%. The increase is
attributed to legal fees of $184,154 relating to patent protection litigation
commenced by the company as plaintiff and described in the Company's 2003 Form
10-KSB/A; salaries including payroll taxes of $51,000 for additional staffing;
and increases in liability and health insurance, rent, and research and
development expenses. General and administrative expenses should remain
consistent going forward.

Other expense decreased due to moving expense of $64,891 incurred in September
2003.

The Company incurred a net profit for third quarter 2003 of $33,431, but
incurred a net loss for the third quarter of 2004 of $360,205, as explained by
the above activities. As a percentage of sales, the net operating income for the
third quarter of 2003, was 4%, while the third quarter of 2004 shows a net
operating loss of 20%.

                                       7
<PAGE>

Results of Operations. For the nine month period ending September 30, 2004 as
compared with the nine month period ending September 30, 2003.

Product sales decreased $1,040,678 or 10%. Along with decreased volume the
Company also experienced decreased margins. There was a reduction in revenues of
approximately $920,000 from two significant customers. See "Trends" below.

Gross profit decreased $913,208. As a percentage of sales, gross profit
decreased from 34% to 28%. The decrease in gross profit is a result of the lost
revenues addressed above in product sales, as well as an increase in promotions
and allowances booked in 2004. The sales addressed above were at above average
selling prices and had relatively low packaging costs. Also, the cost of
overhead increased as a percentage of sales extensively due to higher costs of a
new building.

Engineering increases of $115,612 were offset by an adjustment for capitalized
labor of $63,000 leaving a net increase of 52,612 or 28%. The increase can be
attributed to additional staffing for maintenance and safety compliance, as well
as equipment and building repairs associated with bringing the new building up
to standards.

Selling and marketing decreased $213,448 or 18%. There was a decrease in bad
debt expense as it relates to non-recurring write offs of uncollectible
receivables in the amount of $252,000 in 2003. This was partially offset by an
increase in advertising of approximately $23,000 in the second quarter of 2004.
Selling and marketing expenses are expected to remain consistent as a percentage
of product sales.

General and administrative expenses increased $638,156 or 37%. The increase can
be attributed to salaries and related payroll expenses, which increased
approximately $169,000 due in large part to additional staffing; legal fees
increased approximately $276,000 predominantly related to patent protection
litigation. Addtionally, increases in outside labor, insurance, research and
development, and rent also contributed to the increase. The patent protection
litigation will not incur any significant additional costs in the fourth
quarter. Other general and administrative cost should remain consistent with the
third quarter 2004 going forward.

Interest and other income decreased $17,513 or 69%. This was due to reduced
royalty income of approximately $12,000 and decreased interest income of
approximately $3,000.

Other expense decreased due to moving expense of $64,891 incurred in September
2003.

The Company had an after tax loss of $603,317 in the first nine months of 2004
compared to income of $245,707 for the same period in 2003. The effective tax
rate decreased from 40% to 37% due to non-deductible expenses in 2003 that the
Company did not have in 2004. For the year ended December 31, 2003, the Company
recognized a tax benefit related to the completion of the Company's previous
year's tax return and recognized the impact of previous tax credits related to
enterprise zone credits and foreign territorial income exclusions not previously
reflected. The change in the estimate of these credits and exclusions resulted
in a one time effective tax rate of 101%.

Liquidity and Capital Resources. Balance Sheet as of September 30, 2004 compared
to December 31, 2003.

At September 30, 2004, the Company had $700,334 of cash and its current ratio
was nearly 4 to 1. The Company believes its current capital resources are
sufficient to fund operations for the next twelve months.

Net cash used in operating activities in the amount of $833,703 consists of the
following:

Accounts receivable, net of allowance for doubtful accounts, decreased $366,002.
Decreased sales and write-offs of aged receivables for customer returns and
allowances previously accrued accounts for the decrease in accounts receivable.

Inventory increased $366,172 due to higher volumes of raw materials and work in
process, as well as an increase in labor and overhead allocated to inventory.

Other current assets increased $86,961, attributable to increases in deposits
and prepaid expenses.

Accounts payable decreased $136,182. This is due to timing differences for
purchases of raw materials.

Accrued expenses increased $125,517 due to increases in payroll taxes and
accrued payroll.

Reserve for returns decreased $38,129 consistent with the decrease in revenue.
The company reserves 2.75% of revenues, on an annualized basis, for returns and
allowances of their product. See note 4 of the financial statements.

Cash from investing activities:

Investment in property and equipment was $1,009,916. This is comprised of
customized building and leasehold improvements associated with the move into the
Company's new facility as well as equipment additions geared toward reducing
production labor costs. During the fourth quarter, a move of sales and
accounting offices to another unoccupied location within the facility is
anticipated to create additional production space. Additional equipment
additions are planned for the fourth quarter.

                                       8
<PAGE>


TRENDS. Lip balm revenues were down to $7,874,100 in the first nine months of
2004 as compared to $8,417,703 in the first nine months of 2003. Although the
Company had reduced lip balm revenue from two major customers of approximately
$920,000 through the first nine months, the Company has orders and anticipated
orders from other customers that will utilize new retail point of sale displays
accenting OraLabs(TM) quality products at value prices. The Company shares its
customers' enthusiasm and optimism that consumers will be attracted to this
display and purchase OraLabs(TM) lip balm products. Test marketing results have
been positive. Third quarter lip balm sales were up over last year's level by
$192,182 and the Company is well positioned to manage growth in the fourth
quarter should such growth occur.

Sales of sour drops and breath fresheners were $1,419,318 in the first nine
months of 2004 as compared to $1,779,035 in the first nine months of 2003, or a
20% decrease. The Company continues to maintain a solid base of customers. The
Company remains uncertain about opportunities which would likely come from
dollar stores or convenience stores.

The nutritional supplements, on a relatively smaller scale, showed a nominal
decline in revenue. Revenues were $329,064 in the first nine months of 2004 as
compared to $466,421 in the first nine months of 2003, or a 29% decrease. Third
quarter revenues were $67,291showing a small decline from the previous five
quarters dating back to the first quarter of 2003. The Company does not expect
much change as its products have consistent sales predominantly with a customer
who has purchased from the Company for over six years.

Impact of Inflation. The Company's financial condition has not been affected by
the modest inflation of the recent past. The Company believes that revenues will
not be materially affected by inflation. The Company's lip care and oral care
products are primarily very low retail price points and impulse items. The
nutritional supplements are a small part (approximately 3%) of revenues and
could be negatively impacted by inflation.

                                       9
<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

Control deficiencies have been identified by management in consultation with
Ehrhardt Keefe Steiner & Hottman PC, the Company's independent auditors. Certain
matters involving internal control deficiencies considered to be reportable
conditions under standards established by the American Institute of Certified
Public Accountants have been reported to the audit committee of the board of
directors. In the March 31, 2004 10-QSB filing the Company reported conditions
surrounding the following: accounts receivable processing, inventory accounting,
timely accounting reconciliations, and lack of qualified accounting personnel
due to turnover and operational requirements. The Company has hired a Controller
who meets the Company's qualification requirements to satisfy this position.
Monthly meetings between sales and accounting have been implemented to improve
communication towards timely processing of charge-backs from customers against
receivables. Management and warehouse staff were trained in the second quarter
and are receiving on-going training to perform process audits of inventory
transactions. This, combined with planned monthly physical inventories starting
in the third quarter and the facility and technology improvements already made,
should improve the Company's inventory controls. In addition, the aforementioned
accounting software package will provide more comprehensive transaction detail
and controls.

During the second and third quarters, Management has and is continuing to
actively address the internal control deficiencies identified and such efforts
include: instituting new controls, enforcing existing policies and providing
oversight with respect to inventory valuation and accounts receivable
processing, timely accounting reconciliations, and hiring a Controller,
inventory manager, and production manager. During the third quarter, the company
began implementation of an improved software package the company expects to be
fully implemented in the fourth quarter of 2004.

Evaluation of Disclosure Controls and Procedures. The Company's Chief Executive
Officer and its Chief Financial Officer, after evaluating the effectiveness of
the Company's disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c) as of a date within 90 days
of the filing date of this quarterly report on Form 10-QSB (the "Evaluation
Date")), have concluded that as of the Evaluation Date, and except as provided
above, the Company's disclosure controls and procedures were adequate and
effective to ensure that material information relating to the Company and its
consolidated subsidiaries would be made known to them by others within those
entities, particularly during the period in which this quarterly report on Form
10-QSB was being prepared.

                                       10
<PAGE>

                           PART II - OTHER INFORMATION

Item No. 1. Legal Proceedings. The Company is not a party, nor are its
properties subject to, any material pending legal proceedings other than
ordinary routine litigation incidental to the Company's business and the matters
described in the Company's 2003 Annual Report on Form 10-KSB/A.

Item No. 2. Changes in Securities. None.

Item No. 3. Defaults Upon Senior Securities. None.

Item No. 4. Submission of Matters to a Vote of Security Holders. None.

Item No. 5. Other Information. None.

Item No. 6. Exhibits and Reports on Form 8-K.

(a) Exhibits required to be filed are listed below: Certain of the following
exhibits are hereby incorporated by reference pursuant to Rule 12(b)-32 as
promulgated under the Securities and Exchange Act of 1934, as amended, from the
reports noted below:


Exhibit
No.                Description
--------------     -------------------
3.1(i)(1)          Articles of Incorporation

3.1(ii)(2)         Amended and Restated Bylaws

3.1(ii)(3)         Second Amended and Restated Bylaws 4(2) Specimen Certificate
                   for Common Stock
10.1(2)            1997 Stock Plan
10.2(2)            1997 Non-Employee Directors' Option Plan 10.4(2) Stock Option
                   Grant under 1997 Non-Employee Directors' Option
                   Plan
10.5(i)(4)         Business Lease Between the Company's Subsidiary and Gary
                   Schlatter (September 1, 2000)
10.5(iii)(5)       Amended Business Lease between the Company's Subsidiary and
                   2780 South Raritan, LLC effective October 15, 2000.
10.5(iv)(6)        Lease Between the Company's Subsidiary and 18501 East Plaza
                   Drive, LLC dated September 4, 2003
10.5(v)(9)         Lease Termination Agreement for Business Lease described in
                   Exhibit 10.5(i)
10.5(vi)(9)        Lease Termination Agreement for Business Lease described in
                   Exhibit 10.5(iii)
10.10(7)           Amended and Restated Employment Agreement Between the
                   Company's Subsidiary and Gary Schlatter dated May 1, 2003
11                 No statement re: computation of per share earnings is filed
                   as computation can be clearly determined from the material
                   contained in this Report on Form 10-QSB.
14.1(8)            Code of Ethics
21(2)              List of Subsidiaries of the Company
31.1(10)            Certification of President Pursuant To 18 U.S.C. Section
                   1350, As Adopted Pursuant To Section 302 Of The
                   Sarbanes-Oxley Act
                   of 2002
31.2(10)            Certification of Chief Financial Officer Pursuant To 18
                   U.S.C. Section 1350, As Adopted Pursuant To Section 302 of
                    The Sarbanes-Oxley Act Of 2002
32.1(10)           Certification of President Pursuant To 18 U.S.C. Section
                   1350, As Adopted Pursuant To Section 906 of The
                   Sarbanes-Oxley Act of 2002
32.2(10)            Certification of Chief Financial Officer Pursuant To 18
                   U.S.C. Section 1350, As Adopted Pursuant To Section 906 of
                   The Sarbanes-Oxley Act Of 2002


1. Incorporated herein by reference to Exhibit C of the Definitive Information
Statement filed by the Company's predecessor, SSI Capital Corp., on July 24,
1997.

2. Incorporated herein by reference to the Company's Form 10-K filed for fiscal
year 1997.

3. Incorporated herein by reference to the Company's Form 10-KSB filed for
fiscal year 1998.

4. Incorporated herein by reference to the Company's Form 10-QSB filed for the
quarter ended September 30, 2000.

5. Incorporated herein by reference to the Company's Form 10-KSB filed for
fiscal year 2000.

6. Incorporated herein by reference to the Company's Form 10-QSB filed for the
quarter ended September 30, 2003.

                                       11
<PAGE>

7. Incorporated herein by reference to the Company's Form 10-QSB filed for the
quarter ended June 30, 2003.

8. Incorporated herein by reference to the Company's Form 10-KSB/A filed for
fiscal year 2003.

9. Incorporated herein by reference to the Company's Form 10-QSB filed for the
quarter ended June 30, 2004.

10. Filed herewith.

(b) No report on Form 8-K was filed by the Company during the quarter reported
upon in this report.

                                       12
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    ORALABS HOLDING CORP.


                                    By: /s/ Gary H. Schlatter
                                        ---------------------
                                        Gary H. Schlatter, President


                                    By: /s/ Emile J. Jordan
                                        -------------------
                                        Emile J. Jordan, Chief Financial Officer

Dated November 16, 2004

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<PAGE>

                                  Exhibit Index

Exhibit
No.                Description
---------          ------------

31.1               Certification of President Pursuant To 18 U.S.C. Section
                   1350, As Adopted Pursuant To Section 302 Of The
                   Sarbanes-Oxley Act Of 2002
31.2               Certification of Chief Financial Officer Pursuant To
                   18 U.S.C. Section 1350, As Adopted Pursuant To Section
                   302 Of The Sarbanes-Oxley Act Of 2002
32.1               Certification of President pursuant to 18 U.S.C. Section
                   1350, as adopted pursuant to Section 906 of the
                   Sarbanes-Oxley Act of 2002
32.2               Certification of Chief Financial Officer pursuant to
                   18 U.S.C. Section 1350, as adopted pursuant to Section 906
                   of the Sarbanes-Oxley Act of 2002

--------------------------------------------------------------------------------

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