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

                                   FORM 10QSB



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

       For the quarterly period ended:  June 30, 2000
                                     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:  00023039
                         --------

                              ORALABS HOLDING CORP.
                              --------------------
        (Exact name of small business issuer as specified in its charter)


Colorado                                                        141623047
--------------------------------------------------------------------------------
(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) 7839499
                                 -------------
                           (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 June 30, 2000 Issuer had 9,160,755 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 June 30, 2000
          (Unaudited) And December 31, 1999...................................2

         Consolidated Statements of Operations Three and
          Six Months Ended June 30, 2000 and 1999 (Unaudited).................3

         Consolidated Statement of Stockholders' Equity
          from December 31, 1999 Through June 30, 2000 (Unaudited)............4

         Consolidated Statements of Cash Flows, Six Months Ended
          June 30, 2000 and June 31, 1999 (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

Part II. Other Information................................................11-13

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

<PAGE>

<TABLE>
<CAPTION>

                                ORALABS HOLDING CORP AND SUBSIDIARIES

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

=======================================================================================================
                                                                            June 30, 2000  December 31,
                                                                               Unaudited      1999
                                                                               ---------   ----------
Assets
Current Assets
    <S>                                                                        <C>         <C>
    Cash and cash equivalents                                                  1,016,399   $  646,335
    Accounts receivable, net of allowance for
     doubtful accounts of $100,113
     and $71,004, respectively                                                 1,441,809    1,529,831
    Shareholder receivable                                                        28,139       11,334
    Prepaid Income Taxes                                                         198,932            0
    Inventory                                                                  1,960,752    1,759,292
    Deferred income taxes                                                        134,572      134,572
    Prepaid expenses                                                              57,712      124,723
    Deposits                                                                     240,724      150,000
                                                                              ----------   ----------
        Total Current Assets                                                   5,049,039    4,356,087

Property and equipment at cost, net  (Note 2)                                    626,386      549,809
                                                                              ----------   ----------

Total Assets                                                                   5,675,425    4,905,896
                                                                              ==========   ==========

Liabilities and Stockholders' Equity

Current Liabilities
      Accounts Payable                                                         1,036,607      752,082
      Accrued liabilities                                                        247,518      276,965
      Reserve for Returns (Note 4)                                               389,768      324,797
      Income taxes payable                                                             0       82,985

          Total current liabilities                                            1,673,892    1,436,829

Deferred tax liability                                                            14,401       14,401
                                                                              ----------   ----------
Total liabilities                                                              1,688,293    1,451,230
                                                                              ----------   ----------
Commitments and contingencies

Stockholders' equity
Preferred stock, $.001 par value, 1,000,000 shares authorized;
   none issued and outstanding
Common stock, $.001 par value; 100,000,000 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                                                              2,761,066    2,228,601
                                                                              ----------   ----------
Total stockholders' equity                                                     3,987,131    3,454,666
                                                                              ----------   ----------

Total liabilities and stockholders' equity                                    $5,675,425   $4,905,896
                                                                              ==========   ==========

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


                           See Notes to Consolidated Financial Statements
</TABLE>
                                                  2

<PAGE>

<TABLE>
<CAPTION>

                      ORALABS HOLDING CORP AND SUBSIDIARIES

                      Consolidated Statements of Operations
           Three and Six Months ended June 30, 2000 and June 30, 1999
                                    Unaudited

====================================================================================================
                                                  Three  Months   Ended     Six  Months     Ended
                                                    06/30/00     06/30/99     06/30/00     06/30/99
                                                   ==========   ==========   ==========   ==========
Revenues:

  <S>                                              <C>           <C>         <C>          <C>
  Product sales                                    $2,528,171    1,849,691   $5,934,592   $3,915,396
  Service income from related party                         0       54,028            0      112,486
                                                   ----------   ----------   ----------   ----------
Total Revenues                                      2,528,171    1,903,719    5,934,592    4,027,882
                                                   ----------   ----------   ----------   ----------
   Cost of Sales                                    1,591,464    1,037,338    3,388,675    2,201,085
                                                   ----------   ----------   ----------   ----------
Gross profit                                          936,707      866,381    2,545,917    1,826,797
                                                   ----------   ----------   ----------   ----------
Operating Expenses:
  Engineering                                          60,790       57,353      146,631      101,254
  Selling and marketing costs                         227,059      243,321      683,687      540,289
  General and administrative                          495,365      305,773      864,089      579,130
  Other                                                10,824       24,874       22,101       62,929
Total operating expenses                              794,038      631,321    1,716,508    1,283,602
                                                   ----------   ----------   ----------    ---------

Net Operating Income                                  142,669      235,060      829,409      543,195


Other Income (expense)
   Interest and other income                           12,556        4,393       17,589        8,621
                                                   ----------   ----------   ----------    ---------
Total other income (expense)                           12,556        4,393       17,589        8,621
                                                   ----------   ----------   ----------    ---------

Net income before provision for income taxes          155,225      239,453      846,998      551,816

Provision for  income taxes
   Current                                             57,643       84,603      314,533      170,201
   Deferred                                                                                   20,605
                                                   ----------   ----------   ----------   ----------
                                                       57,643       84,603      314,533      190,806
                                                   ----------   ----------   ----------   ----------

Net Income                                         $   97,582   $  154,850   $  532,465   $  361,010
                                                   ==========   ==========   ==========   ==========


Basic income per common share                      $      .01   $      .02   $      .06   $      .04
                                                   ==========   ==========   ==========   ==========
Weighted average shares outstanding                 9,160,755    9,160,755    9,160,755    9,155,626
                                                   ==========   ==========   ==========   ==========
Diluted income per share                           $     0.01   $      .02   $      .06   $      .04
                                                   ==========   ==========   ==========   ==========
Diluted weighted average shares outstanding         9,578,998    9,476,980    9,578,998    9,471,851
                                                   ==========   ==========   ==========   ==========

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

                           See Notes to Consolidated Financial Statements

</TABLE>
                                                  3

<PAGE>

<TABLE>
<CAPTION>



                                        ORALABS HOLDING CORP AND SUBSIDIARIES

                                   Consolidated Statement of Stockholders' Equity
                                        For the six months ended June 30, 2000
                                                        Unaudited

===============================================================================================================================
                                 Preferred     Stock      Common         Stock       Addl. Paid-In     Retained
                                 Shares        Amount     Shares         Amount        Capital         Earnings        Total
                                 ------        ------     ------         ------        -------         --------        -----

<S>                              <C>           <C>       <C>              <C>         <C>              <C>           <C>
Balance at Dec. 31, 1999                                 9,160,755        $9,160      $1,216,905       $2,228,601    $3,454,666


Net Income                                                                                                532,465       532,465


Balance at June 30, 2000
                                                         9,160,755        $9,160      $1,216,905       $2,761,066    $3,987,131
                                ==========  ==========  ==========      ==========    ==========       ==========    ==========


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


                                    See Notes to Consolidated Financial Statements

                                                          4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                     ORALABS HOLDING CORP AND SUBSIDIARIES

                                     Consolidated Statements of Cash Flow
                                For the six months ended June 30, 2000 and 1999
                                                   Unaudited

=============================================================================================================
                                                                                      Six Months
                                                                                        Ended
                                                                                       June 30
                                                                                         2000         1999
                                                                                      ----------   ----------

Cash flows from operating activities

<S>                                                                                   <C>          <C>
Net Income                                                                            $  532,465   $  361,010
                                                                                      ----------   ----------
Adjustments  to reconcile  net income to net cash  provided by (used in)  operating
 Depreciation                                                                             81,514       59,478
 Stock issued for services                                                                             27,614
 Changes in assets and liabilities:
 Other current assets                                                                    (63,542)     344,410
 Accounts receivable                                                                     747,470       32,682
 Inventory                                                                               (82,622)    (127,671)
 Shareholder receivable                                                                  (16,204)       7,306
  Prepaid Income Taxes                                                                   198,932            0
 Accounts payable                                                                       (157,860)    (329,938)
 Accrued expenses                                                                       (127,753)      12,743
 Reserve for returns                                                                     (53,867)      (4,404)
 Income taxes payable                                                                    (41,790)     (78,272)
                                                                                      ----------   ----------
Net cash (used in) provided by operating activities                                      618,879      304,958
                                                                                      ----------   ----------

Cash from investing activities
  Investment in property and equipment                                                  (158,091)    (127,620)
  Deposit                                                                                (90,724)
                                                                                      ----------   ----------
  Net Cash (used in) investing activities                                               (248,815)    (127,620)
                                                                                      ----------   ----------



Cash flows from financing activities
   Stock issued and additional paidin capital                                               --         10,000
                                                                                      ----------   ----------
Net cash (used in) provided by financing activities                                         --         10,000
                                                                                      ----------   ----------




Net Increase (decrease) in cash and cash equivalents                                     370,065      187,338
Cash and cash equivalents, beginning of the period                                       646,335      348,979
                                                                                      ----------   ----------
Cash and cash equivalents, end of the period                                          $1,016,399   $  536,317
                                                                                      ==========   ==========



Supplemental disclosures of cash flow information:

   Cash paid for income taxes was $423,450 (for 2000) and $258,734 (1999)

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

                                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 10KSB for the year ended December 31,
1999 (the "1999 Form 10KSB") 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:

Machinery and equipment:
------------------------
===================================================================
                                                      June 30, 2000
                                                      -------------

Machinery and equipment                                $  876,105
Leasehold Improvements                                    228,531
                                                       ----------
                                                        1,104,636
                                                       ----------
Less accumulated depreciation                           ( 478,250)
                                                       ----------
                                                         $626,386
                                                       ==========

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


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 2001. The Company had available the entire line of
credit.

Note 4 - Reserve for Returns and Allowances
-------------------------------------------

The company reserves 3.5% of revenues for returns and allowances of their
product (2% was reserved for the quarter ended June 30, 1999). 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 June 30, 2000 and June
30, 1999 is $389,768 and $180,589 respectively.

                                        6

<PAGE>



                      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:
<TABLE>
<CAPTION>

 For the Quarter Ended June 30, 2000
=================================================================================================
                                                                                            Per
                                                                 Income        Shares       Share
                                                              (Numerator)   (Denominator)   Amt
                                                               ----------   -------------   ----

<S>                                                            <C>          <C>             <C>
Net Income                                                     $   97,582

Basic EPS

   Weighted average beginning shares outstanding                                9,160,755
                                                               ----------   -------------
Income available to stockholders                               $   97,582       9,160,755   $.01
                                                               ==========   =============   ====

Effect of Dilutive Common Stock Options                                           418,243

Diluted EPS

    Income available to common stockholders plus assumed

       Conversions                                             $   97,582       9,578,998   $.01
                                                               ==========   =============   ====

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


For the Quarter Ended June 30, 1999
=================================================================================================
                                                                                           Per
                                                                Income         Shares      Share
                                                              (Numerator)   (Denominator)   Amt
                                                               ----------   -------------   ----

Net Income                                                     $  154,850

Basic EPS

   Weighted average beginning shares outstanding                                9,160,755
   Weighted average options shares issued
   Weighted average shares issued for services
                                                               ----------   -------------
Income available to stockholders                               $  154,850       9,160,755   $.02
                                                               ==========   =============   ====

Effect of Dilutive Common Stock Options                                           316,225

Diluted EPS
                                                               ----------   -------------   ----
    Income available to common stockholders plus assumed
       Conversions                                             $  154,850       9,476,980   $.02
                                                               ==========   =============   ====

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

                                        7
</TABLE>

<PAGE>

                             ORALABS HOLDING CORP AND SUBSIDIARIES
<TABLE>
<CAPTION>


For the Six Months Ended June 30, 2000
=================================================================================================
                                                                                            Per
                                                                 Income        Shares       Share
                                                               (Numerator)  (Denominator)   Amt.
                                                               ----------   -------------   ----

<S>                                                            <C>          <C>             <C>
Net Income                                                     $  532,465

Basic EPS
   Weighted average beginning shares outstanding                                9,160,755
                                                               ----------   -------------
Income available to stockholders                               $  532,465       9,160,755   $.06
                                                               ==========   =============   ====


Effect of Dilutive Common Stock Options                                           418,243


Diluted EPS
    Income available to common stockholders plus assumed       ----------   -------------   ----
       Conversions                                             $  532,465       9,578,998   $.06
                                                               ==========   =============   ====

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


For the Six Months Ended June 30, 1999
=================================================================================================
                                                                                            Per
                                                                Income         Shares       Share
                                                               Numerator)   (Denominator)   Amt.
                                                               ----------   -------------   ----

Net Income                                                     $  361,010

Basic EPS
   Weighted average beginning shares outstanding                                9,142,419
   Weighted average options shares issued                                           6,504
   Weighted average shares issued for services                                      6,703
                                                               ----------   -------------
Income available to stockholders                               $  361,010       9,155,626   $.04
                                                               ==========   =============   ====


Effect of Dilutive Common Stock Options                                           316,225

Diluted EPS
    Income available to common stockholders plus assumed       ----------   -------------   ----
       Conversions                                             $  361,010       9,471,851   $.04
                                                               ==========   =============   ====

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

                                                    8
</TABLE>

<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 June 30, 2000. 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 June 30, 2000 as
compared with the three month period ending June 30, 1999.
-------------------------------------------------------------------------

Product sales increased $678,480 or 37%. Increased presence in major mass retail
with our lip balm products continues to drive our growth in sales.

Gross profit increased $70,326. As a percentage of sales gross profit decreased
from 47% to 37%. The Company felt the impact of substantial placement fees
(approximately $320,000) to a major mass retail chain whose sales volume
(approximately $434,000) was not adequate to maintain gross profit margins
comparable to the same period last year.

General and administrative expenses increased $189,592. Non-complying
documentation supplied by the Company relating to certain customer orders cost
the Company approximately $62,000, but we do not expect this to be reoccurring.
Professional fees increased approximately $43,000 primarily from increased costs
associated with auditing and financial review. The additional approximately
$85,000 can substantially be attributed to management compensation (see Part II
Item No. 5) and board member compensation.

Net income decreased by $57,268 as explained by the above activities.

Results of Operations. For the six month period ending June 30, 2000 as compared
with the six month period ending June 30, 1999.
--------------------------------------------------------------------------------

Product sales increased $2,019,196 or 52%. Increase presence in major mass
retail with our lip balm products is driving our growth in sales over the
six month period as it has during the last three months.

Gross profit increased $719,120. As a percentage of sales gross profit decreased
from 47% to 43%. During the second quarter of 2000 the Company felt the impact
of substantial placement fees (approximately $640,000) to a major mass retail
chain whose sales volume (approximately $2,040,000) was not adequate to maintain
gross profit margins comparable to the same period last year.

Engineering increased $45,377 to support the increased activity in manufacturing
due to the larger sales volume.

Selling and marketing increased $143,398. Sales and marketing commissions
increased as they represent a percentage of sales.

                                        9

<PAGE>


General and administrative expenses increased $284,959. Non-complying
documentation supplied by the Company relating to certain customer orders cost
the Company approximately $62,000, but we do not expect this to be reoccurring.
Professional fees increased approximately $121,000 from a combination of
increased costs associated with auditing and financial review, and legal fees
associated with patent and trademark issues. The additional approximately
$102,000 can substantially be attributed to increased management staffing,
management compensation (see Part II Item No. 5) and board member compensation.

Net income increased by $171,455 as explained by the above activities.

Liquidity and Capital Resources. Balance Sheet as of June 30, 2000 compared to
December 31, 1999.
------------------------------------------------------------------------------

Cash increased $370,064 substantially as a net effect of the following
activities.

Accounts receivable decreased approximately $118,022. Our sales in the month of
June were relatively less than in the month of December resulting in decreased
accounts receivable.

Inventory increased $201,460 due to significant work-in-process for large orders
that we expected to ship in June, but which were not shipped until July.

5HTP, a nutritional supplement, encompasses $318,999, or 16% of the inventory.
Sales of 5HTP for the last four quarters from quarter three of 1999 through
quarter two of 2000 were $25,289, $28,986, $31,966 and $39,636 respectively.

Deposits increased $90,724 for the purpose of securing additional capital
production equipment. The Company anticipates receiving the equipment in the
third quarter of 2000, for which a total of $240,724 has been deposited. At that
time the Company will make a final decision as to whether to lease or purchase
the equipment.

Accounts payable increased $284,525 due to carrying higher customer credit
balances at the end of the second quarter. We believe that the customer credit
balances will be substantially reduced in the third quarter.

Income taxes payable/Prepaid Income Taxes decreased $281,917 due to taxes paid
to the IRS in anticipation of sales that were delayed to the third quarter.
These funds paid to the IRS will be used to offset the next income tax payment
to the IRS.

Retained earnings increased $532,465 as a result of net income.

Trends. In second quarter of 2000, the Company continued to show its most
significant growth in the lip balm category. It is reasonable to anticipate
growth in the third and fourth quarters of 2000 as we expand our distribution
and consumer demand heightens during the fall and winter months. We believe that
the promotional cost that will be incurred in the third and fourth quarters will
be better absorbed through additional sales associated with those promotional
costs.

Lip balm gross revenues grew from $1,785,080 in the first six months of 1999 to
$4,235,926 in the first six months of 2000, or a 137% increase. We continue to
expect lip balm products to be the majority of our revenues for this year.

The sour drops and breath freshener sales were down. The combined gross revenues
were $1,803,731 the first six months of 1999 compared to $1,582,049 in the first
six months of 2000, or a 12% decrease. This category has picked up in the second
quarter after a slow first quarter and we anticipate that modest gains will
continue.

The nutritional supplements, on a relatively smaller scale, showed little
growth. Gross revenues were $250,107 in the first six months of 1999 compared to
$281,997 in the first six months of 2000 or a 13% increase. We believe that new
product introduction in this category will rival the success of the third
quarter of 1999, which had sales of $398,359.

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

                                       10

<PAGE>

products are primarily very low retail price points and impulse items. The
nutritional supplements are a small part (4.8% of revenues) in a category that
is on a small growth trend and could be negatively impacted by inflation.

Year 2000. No material year 2000 problems for the Company have arisen since the
end of the calendar year 1999, and to our knowledge, our suppliers and customers
have not had any year 2000 compliance issues which will affect the Company. The
Company does not believe there will be any material impact on the Company's
business from future year 2000 issues.


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 of which any of its property is subject. The
               litigation described in Item 3 of Part I of the Company's Form
               10KSB filed for the year ended December 31, 1999 has been settled
               and dismissed.

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. On May 25,
               2000, the annual meeting of stockholders of the Company was held
               at the Company's headquarters in Englewood, Colorado. The matters
               voted upon at the meeting were the election of directors and the
               ratification of the appointment of the Company's auditors. With
               respect to the election of directors, all three of the incumbent
               directors were reelected. The voting was as follows: Gary H.
               Schlatter 8,287,696 for, 38,522 against, 4,385 abstain; Michael
               I. Friess 8,325,196 for, 1,022 against, 4,385 abstain; Allen R.
               Goldstone 8,326,123 for, 95 against, 4,385 abstain. There were no
               broker nonvotes. With respect to the ratification of the
               selection of the Company's auditors for fiscal year ending
               December 31, 2000, there were 8,290,791 votes in favor, 38,747
               against and 1,065 abstentions. There were no broker nonvotes.

Item No. 5.    Other Information.
               Effective May 1, 2000, the Company entered into an Agreement with
               its President, Gary Schlatter, which extended his employment
               agreement with the Company for an additional three years, until
               April 30, 2003. Mr. Schlatter was paid a bonus of $50,000 and his
               base compensation for the three years was set at $295,000 for
               year one, $324,500 for year two and $356,950 for year three. In
               all other material respects, the existing Amended and Restated
               Employment Agreement remained in effect.

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

(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
         ---      -----------

         4(1)     Specimen Certificate for Common Stock

         10.1(1)  1997 Stock Plan

         10.2(1)  1997 NonEmployee 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 NonEmployee
                  Directors' Option Plan

                            11

<PAGE>


         10.5(i)(1)  Lease Agreement Between the Company's Subsidiary
                     and Gary Schlatter (September 1, 1995)

         10.5(ii)(4) Business Lease Between the Company and 2780 South
                     Raritan, LLC modified July 1, 1999

         10.6(4)     Agreement between the Company, Creative Business
                     LLC and Allen R. Goldstone dated August 24, 1999,
                     as amended

         10.7(3)     Contract for Services effective April 1, 1998
                     between OraLabs, Inc. and Top Form Brands, Inc.

         10.8(4)     Letter Agreement terminating Contract for
                     Services between OraLabs, Inc. and Top Form
                     Brands, Inc. dated April 28, 1999

         10.9(5)     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 10QSB

         27(6)       Financial Data Schedule for OraLabs Holding Corp.
                     and Consolidated Subsidiaries for six months
                     ended June 30, 2000

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

(1)  Incorporated herein by reference to the Company's Form 10K filed for fiscal
     year 1997.
(2)  Incorporated  herein by  reference to Exhibit B of the Form 8K filed by the
     Company's predecessor, SSI Capital Corp., on May 14, 1997.
(3)  Incorporated herein by reference to the Company's Form 10K filed for fiscal
     year 1998.
(4)  Incorporated herein by reference to the Company's Form 10K filed for fiscal
     year 1998.
(5)  Incorporated  herein by reference to the Company's Form 10QSB filed for the
     quarter ended March 31, 2000.
(6)  Filed herewith.

                                       12

<PAGE>


(b)  There were no reports on Form 8K filed during the quarter reported upon in
     this report.

                                   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




DATED:   August 14, 2000

                                       13

<PAGE>


                      ORALABS HOLDING CORP AND SUBSIDIARIES

EXHIBIT INDEX

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

        4(1)     Specimen Certificate for Common Stock

        10.1(1)  1997 Stock Plan

        10.2(1)  1997 NonEmployee 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 NonEmployee
                 Directors' Option Plan

        10.5(i)(1)  Lease Agreement Between the Company's Subsidiary
                    and Gary Schlatter (September 1, 1995)

        10.5(ii)(4) Business Lease Between the Company and 2780 South
                    Raritan, LLC modified July 1, 1999

        10.6(4)     Agreement between the Company, Creative Business
                    LLC and Allen R. Goldstone dated August 24, 1999,
                    as amended

        10.7(3)     Contract for Services effective April 1, 1998
                    between OraLabs, Inc. and Top Form Brands, Inc.

        10.8(4)     Letter Agreement terminating Contract for
                    Services between OraLabs, Inc. and Top Form
                    Brands, Inc. dated April 28, 1999

        10.9(5)     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 10QSB

        27(6)       Financial Data Schedule for OraLabs Holding Corp.
                    and Consolidated Subsidiaries for six months
                    ended June 30, 2000

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

(1)  Incorporated herein by reference to the Company's Form 10K filed for fiscal
     year 1997.
(2)  Incorporated  herein by  reference to Exhibit B of the Form 8K filed by the
     Company's predecessor, SSI Capital Corp., on May 14, 1997.
(3)  Incorporated herein by reference to the Company's Form 10K filed for fiscal
     year 1998.
(4)  Incorporated herein by reference to the Company's Form 10K filed for fiscal
     year 1998.
(5)  Incorporated  herein by reference to the Company's Form 10QSB filed for the
     quarter ended March 31, 2000.
(6)  Filed herewith.


                                       14