UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

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

               For the quarterly period ended: September 30, 2002
                                       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.)

 2901 South Tejon, Englewood, Colorado                         80110
---------------------------------------                       --------
(Address of principal executive offices)                     (Zip Code)


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

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


                 (Former name, former address and former fiscal
                       year, if changed since last report)

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, 2002 Issuer had 9,160,755 shares of common stock, $.001 Par
Value, outstanding. Transitional Small Business Disclosure Format (check one)
|_| Yes |X| No


<PAGE>

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                                Table of Contents
                                -----------------

Part I.      Financial Information
  Item 1.   Financial Statements                                           Page
                                                                           ----
         <S>                                                                <C>
         Consolidated Balance Sheets as of September 30, 2002
           (Unaudited) And December 31, 2001.................................2

         Consolidated Statements of Operations Three Months
           And Nine Months Ended September 30, 2002  and 2001
          (Unaudited)........................................................3

         Consolidated Statement of Stockholders' Equity from
          December 31, 2001 Through September 30, 2002  (Unaudited)..........4

         Consolidated Statements of Cash Flows, Nine Months Ended
           September 30, 2002  and 2001 (Unaudited)..........................5

         Notes to Consolidated Financial Statements......................6 - 8

  Item 2.   Management's Discussion and analysis of Financial Conditions
              And Results of Operations..................................9 -10

  Item 3.   Controls and Procedures.........................................11


Part II.     Other Information ..........................................12-17

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<PAGE>

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                      ORALABS HOLDING CORP AND SUBSIDIARIES

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

=======================================================================================================
                                                                          September 30,    December 31,
                                                                              2002            2001
                                                                            Unaudited
-------------------------------------------------------------------------------------------------------

Assets
<S>                                                                         <C>            <C>
Current Assets
    Cash and cash equivalents                                              $2,683,298      $2,273,838
    Accounts receivable, net of allowance for doubtful accounts of
    $110,735 and 184,169, respectively                                      1,665,569       1,937,625
    Inventory                                                               1,743,874       1,719,870
    Deferred income taxes                                                     223,780         223,780
    Prepaid expenses                                                          151,234         156,184
    Deposits                                                                  296,411         298,807
                                                                           ----------      ----------
        Total Current Assets                                                6,764,166       6,610,104

Property and equipment at cost, net                                         1,232,224       1,270,708

Long Term Deferred Taxes                                                       44,993          44,993

Total Assets                                                                8,041,383       7,925,805
                                                                           ==========      ==========

Liabilities and Stockholders' Equity


Current Liabilities

      Accounts Payable                                                        316,535         645,567
      Accrued liabilities                                                     461,577         378,120
      Reserve for Returns                                                     392,814         425,597
      Income taxes payable                                                    104,180         182,227
                                                                           ----------      ----------

          Total current liabilities                                         1,275,106       1,631,511

Long Term Liabilities                                                          43,047

Total liabilities                                                           1,318,153       1,631,511
                                                                           ----------      ----------
Commitments and contingencies

Stockholders' equity
Preferred stock, $.001 par value, 1,000,000 shares authorized; none
   issued and outstanding
Common stock, $.001 par value; 25,000,000 shares authorized, 9,160,755
   issued and outstanding at the end of both periods                            9,160           9,160
Additional paid in capital                                                  1,216,905       1,216,905
Retained Earnings                                                           5,497,165       5,068,229
                                                                           ----------      ----------
Total stockholders' equity                                                  6,723,230       6,294,294
                                                                           ----------      ----------

Total liabilities and stockholders' equity                                 $8,041,383      $7,925,805
                                                                           ==========      ==========


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

                 See Notes to Consolidated Financial Statements



                                       2
<PAGE>

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                      ORALABS HOLDING CORP AND SUBSIDIARIES

                      Consolidated Statements of Operations
  Three Months and Nine Months ended September 30, 2002 and September 30, 2001
                                    Unaudited

====================================================================================================
                                                   Three Months Ended           Nine Months Ended
                                                 09/30/02      09/30/01      09/30/02      09/30/01
-----------------------------------------------=====================================================
<S>                                           <C>            <C>           <C>          <C>
Revenues:
  Product sales                                $ 3,452,786   $ 3,499,435   $10,381,963   $11,373,947
                                               -----------   -----------   -----------   -----------
Total Revenues                                   3,452,786     3,499,435    10,381,963    11,373,947
                                               -----------   -----------   -----------   -----------
   Cost of Sales                                 2,231,573     2,342,717     6,871,820     6,455,872
                                               -----------   -----------   -----------   -----------
Gross profit                                     1,221,213     1,156,718     3,510,143     4,918,075
                                               -----------   -----------   -----------   -----------
Operating Expenses:
  Engineering                                       96,530        97,638       297,042       288,513
  Selling and marketing costs                      389,025       340,270     1,226,018     1,209,617
  General and administrative                       469,703       470,110     1,402,407     1,727,838
  Other                                              1,805           633        20,567        16,123
                                               -----------   -----------   -----------   -----------
Total operating expenses                           957,063       908,651     2,946,034     3,242,091
                                               -----------   -----------   -----------   -----------

Net Operating Income                               264,150       248,067       564,109     1,675,984
Other Income (expense)
   Interest and other income                        17,082        24,459        65,142       850,684
                                               -----------   -----------   -----------   -----------
Total other income (expense)                        17,082        24,459        65,142       850,684
                                               -----------   -----------   -----------   -----------

Net income before provision for income taxes       281,232       272,526       629,251     2,526,668


Provision for  income taxes
   Current                                          73,192       65,398       200,315       902,474
                                               -----------   -----------   -----------   -----------
   Deferred                                           ---         ---           ---           ---
                                               -----------   -----------   -----------   -----------

Net Income                                     $   208,040   $   207,128   $   428,936   $1,624,194
                                               ===========   ===========   ===========   ===========

Basic income per common share                  $       .02   $       .02   $       .05   $       .18
                                               ===========   ===========   ===========   ===========
Weighted average shares outstanding              9,160,755     9,160,755     9,160,755     9,160,755
                                               ===========   ===========   ===========   ===========
Diluted income per share                       $       .02   $       .02   $       .05   $       .17
                                               ===========   ===========   ===========   ===========
Diluted weighted average shares outstanding      9,160,755     9,280,513     9,198,370    9,289,719
                                               ===========   ===========   ===========   ===========


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


                 See Notes to Consolidated Financial Statements



                                       3
<PAGE>


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                                           ORALABS HOLDING CORP AND SUBSIDIARIES

                                      Consolidated Statement of Stockholders' Equity
                                       For the Nine months ended September 30, 2002
                                                         Unaudited

==========================================================================================================================
                                                                                         Addl.
                                  Preferred     Stock        Common       Stock         Paid-In     Retained
                                   Shares       Amount       Shares       Amount        Capital     Earnings      Total
------------------------------   ----------   ----------   ----------   -----------   ----------   ----------   ----------
<S>                              <C>           <C>          <C>         <C>           <C>         <C>
Balance at Dec. 31, 2001                                    9,160,755   $     9,160   $1,216,905   $5,068,229   $6,294,294


Net Income                                                                                            428,936      428,936

                                 ----------   ----------   ----------   -----------   ----------   ----------   ----------
Balance at September 30,
2002                                                        9,160,755   $     9,160   $1,216,905   $5,497,165   $6,723,230
==========================================================================================================================


                                      See Notes to Consolidated Financial Statements
</TABLE>


                                       4
<PAGE>

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<CAPTION>


                                     ORALABS HOLDING CORP AND SUBSIDIARIES


                                     Consolidated Statements of Cash Flow For
                             the Nine months ended September 30, 2002 and 2001
                                                   Unaudited

================================================================================================================
                                                                                                Nine
                                                                                      Months Ended September 30
                                                                                         2002           2001
----------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>            <C>
Cash flows from operating activities
------------------------------------
Net Income                                                                            $  428,936     $1,624,194
                                                                                      ----------     ----------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
 Depreciation                                                                            317,019        230,993
 Deferred Taxes                                                                                           8,546
 Changes in assets and liabilities:
 Other current assets                                                                      7,346       ( 90,038)
 Accounts receivable                                                                     272,056         324,819
 Prepaid taxes                                                                                         ( 33,979)
 Inventory                                                                              ( 24,004)      (129,457)
 Accounts payable                                                                       (329,032)      (971,659)
 Accrued expenses                                                                         83,457      ( 39,939)
 Reserve for returns                                                                    ( 32,783)         47,633
 Income taxes payable                                                                   ( 78,047)      (445,568)
                                                                                      ----------     ----------
Net cash (used in) provided by operating activities                                      644,948       525,545
                                                                                      ----------     ----------
Cash from investing activities
  Investment in property and equipment                                                  (231,344)      (525,690)
  Deposit                                                                                               51,711
                                                                                      ----------     ----------
  Net Cash (used in) investing activities                                               (231,344)      (473,979)
                                                                                      ----------     ----------
Cash flows from financing activities
   Payments on Long Term Debt                                                            (4,144)              0
                                                                                      ----------     ----------
Net cash (used in) provided by financing activities                                      (4,144)              0
                                                                                      ----------     ----------

Net Increase (decrease) in cash and cash equivalents                                     409,460         51,566
Cash and cash equivalents, beginning of the period                                     2,273,838      2,098,872
                                                                                      ----------     ----------
Cash and cash equivalents, end of the period                                          $2,683,298     $2,150,438
                                                                                      ==========     ==========
Supplemental disclosures of cash flow information:
   Cash paid for income taxes was $278,362 (for 2002) and $1,083,100 (2001)

During the second quarter 2002, the Company obtained a vehicle through a
capitalized lease in the amount of $49,722.


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


                                See Notes to Consolidated Financial Statements



                                       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 for the year ended December
31, 2001 (the "2001 Form 10-KSB") 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.

Note 2 - Property and Equipment

Property and equipment consisted of the following:

<TABLE>
<CAPTION>


Machinery and equipment:
------------------------

===================================================================
                                                 September 30, 2002
-------------------------------------------------------------------
<S>                                                       <C>
Machinery and equipment                                  $1,705,596
Leasehold Improvements                                      682,026
                                                         ----------
                                                          2,387,622
                                                         ----------
Less accumulated depreciation                            (1,155,398)
                                                         ----------
                                                         $1,232,224
                                                         ==========

</TABLE>


Note 3 - Line-of-Credit

The Company has a line-of-credit agreement with a bank in the amount of
$1,000,000, which expires May 2003. As of September 30, 2002, the Company had
available the entire $1,000,000 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, 2002 and September 30, 2001 is $392,814 and $521,372 respectively.

                                                                               6

                                       6
<PAGE>

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                      ORALABS HOLDING CORP AND SUBSIDIARIES


Note 5- Earnings Per Share

The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share (EPS) computations:

For the Three Months Ended September 30, 2002
======================================================================================================
                                                         Income         Shares
                                                       (Numerator)   (Denominator)   Per Share Amt
------------------------------------------------------------------------------------------------------
<S>                                                   <C>               <C>               <C>
Net Income                                             $ 208,040

Basic EPS
   Weighted average beginning shares outstanding                         9,160,755

                                                       ---------         ---------
Income available to stockholders                       $ 208,040         9,160,755          $      .02
                                                                                            ==========

Effect of Dilutive Common Stock Options

Diluted EPS
                                                       ---------         ---------          ----------
    Income available to common stockholders
       Plus assumed conversions                        $ 208,040         9,160,755          $      .02
                                                       =========         =========          ==========
</TABLE>

<TABLE>
<CAPTION>


======================================================================================================


For the Three Months Ended September 30, 2001
======================================================================================================
                                                         Income           Shares
                                                       (Numerator) (Denominator)
Per Share Amt
------------------------------------------------------------------------------------------------------
<S>                                                  <C>                <C>              <C>
Net Income                                             $ 207,128

Basic EPS
    Weighted average beginning shares outstanding                        9,160,755

                                                       ---------         ---------
Income available to stockholders                       $ 207,128         9,160,755          $     .02
                                                                                            =========

Effect of Dilutive Common Stock Options                                    119,758

Diluted EPS
                                                       ---------         ---------          ---------
     Income available to common stockholders
       Plus assumed conversions                        $ 207,128         9,280,513          $     .02
                                                       =========         =========          =========


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



                                       7
<PAGE>


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<CAPTION>



                      ORALABS HOLDING CORP AND SUBSIDIARIES


 For the Nine Months Ended September 30, 2002
======================================================================================================
                                                         Income           Shares
                                                       (Numerator) (Denominator)     Per Share Amt
------------------------------------------------------------------------------------------------------
<S>                                                   <C>                <C>             <C>
Net Income                                             $ 428,936

Basic EPS
   Weighted average beginning shares outstanding                         9,160,755

                                                       ----------        ---------
Income available to stockholders                       $ 428,936         9,160,755          $      .05
                                                                                            ==========

Effect of Dilutive Common Stock Options                                     37,615

Diluted EPS
                                                       ----------        ---------          ----------
    Income available to common stockholders
       Plus assumed conversions                        $ 428,936         9,198,370          $      .05
                                                       ==========        =========          ==========
</TABLE>

<TABLE>
<CAPTION>

======================================================================================================


For the Nine Months Ended September 30, 2001
======================================================================================================
                                                         Income           Shares
                                                       (Numerator) (Denominator)    Per Share Amt
------------------------------------------------------------------------------------------------------
<S>                                                   <C>               <C>                <C>
Net Income                                             $1,624,194

Basic EPS
    Weighted average beginning shares outstanding                        9,160,755
                                                       ---------         ---------
Income available to stockholders                       $1,624,194        9,160,755          $     .18
                                                                                            =========

Effect of Dilutive Common Stock Options                                    128,964

Diluted EPS
                                                       ---------         ---------          ---------
     Income available to common stockholders
       Plus assumed conversions                        $1,624,194        9,289,719        $      .17
                                                       =========         =========          =========


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


                                       8
<PAGE>




                      ORALABS HOLDING CORP AND SUBSIDIARIES

                     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, 2002 .
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, 2002  as
compared with the three month period ending September 30, 2001 .

Product sales decreased $46,649 or 1%. Please refer to the Trends section for a
detailed explanation.

Gross profit increased $64,495. As a percentage of sales gross profit increased
from 33% to 35%. The cost of materials went down as a percentage of sales due to
a slightly more profitable mix of products being sold in the third quarter of
2002.

Selling and marketing increased $48,755. This can be attributed to a combination
of modest increases in several areas, consisting of increased staffing, higher
outside broker commissions, higher trade show expense and increased inside sales
commissions.

Net income increased by $912 or less than 1% as explained by the above
activities. As a percentage of sales, net operating income, which excludes
Interest, Other Income and Income taxes, increased from 7% to 8%.

Results of Operations. For the nine month period ending September 30, 2002  as
compared with the nine month period ending September 30, 2001 .

Product sales decreased $991,984 or 10%. Please refer to the Trends section for
a detailed explanation.

Gross profit decreased $1,407,931. As a percentage of sales gross profit
decreased from 43% to 34%. Although the three month period showed an increase in
gross profit the decrease for the nine month period is as was stated in the June
30, 2002 10-QSB due to three major factors. First, second quarter sales were
heavily concentrated in deep discount retailers that require low selling prices
and more costly packaging. Secondly, revenues from Kmart Corporation have not
increased much since its January bankruptcy; therefore, related promotional
costs have had a negative impact on gross profit. Additionally, as a way to
remain competitive in the marketplace, the Company has provided value added
products for lip balm while maintaining prices to its mass retail customers.

General and administrative expenses decreased approximately $325,431. The Board
granted a bonus to the President of the Company in the amount of $350,000 in the
second quarter of year 2001, and no bonus was granted in the second quarter of
year 2002.

Interest and Other Income decreased $785,542. This was almost entirely due to
the one-time transaction in the first quarter of 2001 in which the Company sold
its entire minority interest in a company.

Net income decreased by $1,195,258 or 74 % as explained by the above activities.
As a percentage of sales net operating income, which excludes Interest, Other
Income and Income taxes, decreased from 15% to 5%.




                                       9
<PAGE>


Liquidity and Capital Resources. Balance Sheet as of September 30, 2002 compared
to December 31, 2001.

At September 30, 2002, the Company had $2,683,298 of cash and its current ratio
was approximately 5 to 1. The Company believes its current capital resources are
sufficient to fund operations for the next twelve months.

The Company generated $644,948 of cash flows from operating activities for the
nine months ended September 30, 2002 versus $525,545 for the nine months ended
September 30, 2001. Also investment in property and equipment was significantly
less with $231,344 for the nine months ended September 30, 2002 versus $525,690
for the nine months ended September 30, 2001.

Accounts receivable decreased $272,056. Reduced sales and write downs of aged
receivables significantly contributed to the decrease in accounts receivable.

Accounts payable decreased $329,032. This is substantially due to the timing of
invoices and payments to high volume vendors, which had the effect of the
Company holding larger balances at the end of 2001 as compared to the end of
third quarter 2002 on its Trade payables.

Accrued liabilities increased $83,457. This can be substantially attributed to
payroll earned in the third quarter to be paid in the fourth quarter of 2002.

Income taxes payable decreased $78,047. This decrease reflects tax payments made
in excess of tax liabilities.

Retained earnings increased $428,936 as a result of net income.

Trends. Lip balm revenues declined to $8,195,118 in the first nine months of
2002 as compared to $8,590,073 in the first nine months of 2001, or a 5%
decrease. The Company believes that updated packaging and anticipated expanded
distribution to existing customers will help the Company keep pace with the
approximately $3,200,000 in lip balm revenues of fourth quarter 2001 and
possibly result in growth in this category in the fourth quarter of year 2002.
Additionally, the Company anticipates gross profit should increase in the fourth
quarter as it did in the third quarter with cost reduction efficiencies related
to expected higher volumes and a more profitable product mix.

Sales of sour drops and breath fresheners were $1,852,210 in the first nine
months of 2002 as compared to $2,052,468 in the first nine months of 2001, or a
15% decrease. Although the percentage decrease was less than the 37% decrease
applicable to the first two quarters of 2002 compared to the same period in
2001, this category remains difficult to predict. There continues to be a
significant amount of competitive pressure in the sour and breath products
category. The popularity of our established brands is being challenged, making
it difficult for the Company to estimate revenues for the remainder of this
year.

The nutritional supplements, on a relatively smaller scale, showed decline in
revenue. Revenues were $434,632 in the first nine months of 2002 as compared to
$821,336 in the first nine months of 2001, or a 47% decrease. Cheat & Lean(R)
and 5-HTP continue to produce steady revenue. As stated in the June 30, 2002
10-QSB, "The other brands, Glucosamine + MSM, MSM, and Breast Plus(TM), have not
produced significant revenue and the future of these brands is uncertain. As is
the case with our sour drops and breath fresheners, with additional pressure
from competitors it is difficult for the Company to estimate revenues for the
remainder of this year."

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 4%) of revenues and
could be negatively impacted by inflation.


                                       10
<PAGE>




                        Item 3. Controls and Procedures


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, 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.


Changes in Internal Controls. There were no significant changes in the Company's
internal controls or in other factors that could significantly affect the
Company's disclosure controls and procedures subsequent to the Evaluation Date,
nor any significant deficiencies or material weaknesses in such disclosure
controls and procedures requiring corrective actions. As a result, no corrective
actions were taken.


                                       11
<PAGE>


                           PART II - OTHER INFORMATION

Item No. 1.    Legal Proceedings. The Company is not a party to any material
               pending legal proceedings to which either it or its subsidiary is
               a party or to which any of its property is subject.

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:

<TABLE>
<CAPTION>


Exhibit
No.            Description
-------        -----------
<S>            <C>
4(1)           Specimen Certificate for Common Stock 10.1(1) 1997 Stock Plan
               10.2(1) 1997 Non-Employee Directors' Option Plan
10.3(2)        Amended and Restated Employment Agreement Between the Company's
               Subsidiary and Gary Schlatter
10.4(1)        Form of Stock Option Grant under 1997 Non-Employee Directors'
               Option Plan
10.5(i)(5)     Business Lease Between the Company's Subsidiary and Gary
               Schlatter (September 1, 2000)
10.5(ii)(6)    Amended Business Lease Between the Company's Subsidiary and 2780
               South Raritan, LLC effective October 15, 2000.
10.6(3)        Agreement between the Company, Creative Business LLC and Allen R.
               Goldstone dated August 24, 1999, as amended
10.9(4)        Agreement (effective May 1, 2000 amending the Employment
               Agreement listed above as Exhibit 10.3)
11             No statement re: computation of per share earnings is
               required since such computation can be clearly
               determined from the material contained in this Report on Form
               10-QSB
99.1(7)        Certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by
               Gary H Schlatter
99.2(7)        Certification pursuant to 18 U.S.C. Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by
               Emile Jordan
</TABLE>


1    Incorporated herein by reference to the Company's Form 10-K filed for
     fiscal year 1997.
2    Incorporated herein by reference to Exhibit B of the Form 8-K filed by the
     Company's predecessor, SSI Capital Corp., on May 14, 1997.
3    Incorporated herein by reference to the Company's Form 10-KSB filed for
     fiscal year 1999.
4    Incorporated herein by reference to the Company's Form 10-QSB filed for the
     quarter ended March 31, 2000.
5    Incorporated herein by reference to the Company's Form 10-QSB filed for the
     quarter ended September 30, 2000.
6    Incorporated herein by reference to the Company's Form 10-KSB filed for
     fiscal year 2000.
7    Filed herewith.

(b)  There was one report on Form 8-K filed during the quarter reported upon in
     this report. The Form 8-K was filed on August 28, 2002 and concerned a
     notification from NASDAQ that the Company was not in compliance with
     NASDAQ's rule 4310 (c) (4) that requires a minimum bid price of $1.00 for
     its listed shares. The Company until February 24, 2003 to regain
     compliance, as more fully described in the Form 8-K. 12


                                       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 Schlatter
     ---------------------------------------------
     Gary Schlatter, President



By:  /s/ Emile Jordan
     ---------------------------------------------
     Emile Jordan, Chief Financial Officer,
     Chief Operating Officer


DATED: November 19, 2002

CERTIFICATIONS

I, Gary H. Schlatter/Emile R. Jordan certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of OraLabs Holding
     Corp.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Acts Rules 13a-14 and 15d-14) for the registrant and we have:
     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and
     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):
     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and
     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: November 19, 2002                                /s/ Gary H. Schlatter
                                                        President
                                                       /s/ Emile R. Jordan
                                                        Chief Financial Officer



                                       13
<PAGE>



                                  Exhibit Index



Exhibit
No.      Description
-------  -----------
99.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Gary H
         Schlatter
99.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted
         pursuant to Section  906 of the Sarbanes-Oxley Act of 2002, by Emile
         Jordan


                                       14
<PAGE>




EXHIBIT 99.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of OraLabs Holding Corp. (the "Company")
on Form 10-QSB for the period ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report") I, Gary H.
Schlatter, Chief Executive Officer of the Company, certify, pursuant to 18 USC
SS. 1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that
to the best of my knowledge and belief:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.


/s/ Gary H. Schlatter
------------------------------------------
Gary H. Schlatter, Chief Executive Officer



Dated 11/19/02


                                       15
<PAGE>



                                  EXHIBIT 99.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO


SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of OraLabs Holding Corp. (the "Company")
on Form 10-QSB for the period ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report") I, Emile
Jordan, Chief Financial Officer of the Company, certify, pursuant to 18 USC SS.
1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that to
the best of my knowledge and belief:

(1)  The Report fully complies with the requirements of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material
     respects, the financial condition and results of operations of the Company.





/s/ Emile Jordan
----------------------------------------
Emile Jordan, Chief Financial Officer




                                       16
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