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

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

                  For the quarterly period ended: June 30, 2004

                                       or

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

                        For the transition period from to

                        COMMISSION FILE NUMBER: 000-23039

                              ORALABS HOLDING CORP.


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



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



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



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

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

|X| Yes |_| No

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

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

|_| Yes |_| No


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

As of June 30,  2004  Issuer had  4,580,615  shares of common  stock,  $.001 Par
Value, outstanding. Transitional Small Business Disclosure Format (check one)

Yes |_| |X| No


<PAGE>

                                Table of Contents


Part I.      Financial Information
Item 1.      Financial Statement                                          Page
------       ---------------------                                        ----
         Consolidated Balance Sheets as of June 30, 2004(Unaudited)
           And December 31, 2003............................................2

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


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


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


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


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


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


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


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


<PAGE>

                       ORALABS HOLDING CORP AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                                    June 30, 2004
                                                                      Unaudited    December 31, 2003
                                                                    -------------  ------------------
                                     Assets
Current Assets
<S>                                                                  <C>              <C>
   Cash and cash equivalents                                         $1,504,727       $2,561,108
   Accounts receivable, net of allowance for doubtful accounts of
      $334,354 and $415,422                                           1,658,355        1,896,672
   Inventories                                                        2,644,688        2,422,153
   Deferred tax asset                                                   336,595          154,952
   Income taxes receivable                                              242,988          242,988
   Prepaid expenses                                                     148,332          143,635
   Deposits and other assets                                            150,960          117,670
                                                                     ----------       ----------
        Total current assets                                          6,686,645        7,539,178
 Non-current assets
   Property and equipment, net                                        1,173,461          865,427
                                                                     ----------       ----------
        Total non-current assets                                      1,173,461          865,427
                                                                     ----------       ----------
 Total Assets                                                        $7,860,106       $8,404,605
                                                                     ==========       ==========
                      Liabilities and Stockholders' Equity

Current liabilities
     Accounts payable - trade                                          $716,529       $1,045,267
     Accrued liabilities                                                185,889          146,332
     Reserve for returns                                                358,185          396,419
     Income tax payable                                                   4,203                0
     Current portion of long-term debt                                   22,874           22,874
                                                                     ----------       ----------
         Total current liabilities                                    1,287,680        1,610,892
                                                                     ----------       ----------
Non-current Liabilities
     Long-term debt, less current portion                                13,219           24,655
     Deferred tax liability long-term                                    74,872           41,611
                                                                     ----------       ----------
        Total non-current liabilities                                    88,091           66,266
                                                                     ----------       ----------

Commitments and contingencies

Stockholders' equity
Preferred stock, $.001 par value, 1,000,000 shares authorized; none
  issued and outstanding                                                      0                0
Common stock, $.001 par value; 100,000,000 shares authorized,
  4,580,615 issued and outstanding at the end of both periods             4,581            4,581
Additional paid -in capital                                           1,221,484        1,221,484
Retained earnings                                                     5,258,270        5,501,382
                                                                     ----------       ----------
Total stockholders' equity                                            6,484,335        6,727,447
                                                                     ----------       ----------

Total liabilities and stockholders' equity                           $7,860,106       $8,404,605
                                                                     ==========       ==========
                See Notes to Consolidated Financial Statements

</TABLE>


                                        2


<PAGE>

<TABLE>
<CAPTION>

                                                ORALABS HOLDING CORP AND SUBSIDIARIES

                                                Consolidated Statements of Operations
                                  Three Months and Six Months ended June 30, 2004 and June 30, 2003
                                                              Unaudited
---------------------------------------------------------------------------------------------------------------------
                                                         Three Months Ended                    Six Months Ended
                                                      06/30/04          06/30/03          06/30/04          06/30/03
---------------------------------------------------------------------------------------------------------------------
Revenues:
<S>                                                  <C>               <C>               <C>               <C>
  Product sales                                      $3,010,480        $3,474,434        $6,790,656        $7,714,831
                                                     ----------        ----------        ----------        ----------
Total Revenues                                        3,010,480         3,474,434         6,790,656         7,714,831
                                                     ----------        ----------        ----------        ----------
   Cost of Sales                                      2,180,662         2,503,763         4,794,109         5,139,911
                                                     ----------        ----------        ----------        ----------
Gross profit                                            829,818           970,671         1,996,547         2,574,920
                                                     ----------        ----------        ----------        ----------
Operating Expenses:
  Engineering                                            81,495            59,594           182,976           123,852
  Selling and marketing costs                           297,801           253,132           700,935           922,825
  General and administrative                            762,265           554,289         1,477,018         1,193,307
  Other                                                  10,446            11,005            27,937            15,315
                                                     ----------        ----------        ----------        ----------
Total operating expenses                              1,152,007           878,020         2,388,866         2,255,299
                                                     ----------        ----------        ----------        ----------
Net operating (loss) income                            (322,189)           92,651          (392,319)          319,621
Other income (expense)
   Interest and other income                              2,586            10,260             5,028            19,735
                                                     ----------        ----------        ----------        ----------
Total other income (expense)                              2,586            10,260             5,028            19,735
                                                     ----------        ----------        ----------        ----------
Net (loss) income before provision for income taxes    (319,603)          102,911          (387,291)          339,356

Income tax benefit (expense)                            119,038           (41,289)          144,179          (127,082)
                                                     ----------        ----------        ----------        ----------
Net (loss) income                                    $ (200,565)        $  61,622        $ (243,112)        $ 212,274
                                                     ==========        ==========        ==========        ==========
Basic and diluted (loss) income per common share     $     (.04)        $     .01        $     (.05)        $     .05
                                                     ==========        ==========        ==========        ==========
Weighted average shares outstanding                   4,580,615         4,580,615         4,580,615         4,580,615
                                                     ==========        ==========        ==========        ==========

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

                                         See Notes to Consolidated Financial Statements
</TABLE>


                                                                   3


<PAGE>



<TABLE>
<CAPTION>

                                                ORALABS HOLDING CORP AND SUBSIDIARIES

                                           Consolidated Statement of Stockholders' Equity
                                               For the Six months ended June 30, 2004
                                                              Unaudited

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

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

Net loss                                                                                                  (243,112)     (243,112)


                                 ------------------------------------------------------------------------------------------------
Balance at June 30, 2004
                                                              4,580,615      $4,581       $1,221,484    $5,258,270    $6,484,335
=================================================================================================================================

                                              See Notes to Consolidated Financial Statements

</TABLE>


                                                                   4


<PAGE>
<TABLE>
<CAPTION>


                                                ORALABS HOLDING CORP AND SUBSIDIARIES


                                                     Consolidated Statements of
                                                    Cash Flow For the Six months
                                                    ended June 30, 2004 and 2003
                                                              Unaudited

--------------------------------------------------------------------------------------------------------------------
                                                                                            2004            2003
                                                                                            ----            ----
--------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities
------------------------------------
<S>                                                                                      <C>               <C>
Net (loss) income                                                                        $ (243,112)       $  212,274
                                                                                         ----------       ----------
Adjustments to reconcile net (loss) income to net cash used in operating
Activities
 Allowance for doubtful accounts                                                             81,068          (38,392)
 Depreciation                                                                               163,730          200,290
 Deferred taxes                                                                            (144,179)               0

 Changes in assets and liabilities:
 Other current assets                                                                       (37,987)        (116,063)
 Accounts receivable                                                                        157,249         (388,114)
 Inventory                                                                                 (222,535)          77,015
 Accounts payable                                                                          (328,738)         114,655
 Accrued expenses                                                                            39,557           53,009
 Reserve for returns                                                                        (38,234)        (157,146)
 Income taxes payable                                                                             0         (119,332)
                                                                                         ----------       ----------
                                                                                           (330,069)         (374,078)
                                                                                         ----------       ----------
Net cash used in operating activities                                                      (573,181)        (161,804)
                                                                                         ----------       -----------
Cash from investing activities

  Investment in property and equipment                                                     (471,764)        (119,804)
                                                                                         ----------       ----------
    Net cash used in investing activities                                                  (471,764)        (119,804)
                                                                                         ----------       ----------
Cash from financing activities
  Payment on long term debt                                                                 (11,436)         (11,436)
                                                                                          ---------       ---------
  Net cash used in financing activities                                                     (11,436)         (11,436)
                                                                                          ---------       ---------

Net decrease in cash and cash equivalents                                                (1,056,381)        (293,044)
Cash and cash equivalents, beginning of the period                                        2,561,108        2,677,607
                                                                                         ----------       ----------
Cash and cash equivalents, end of the period                                             $1,504,727       $2,384,563
                                                                                         ==========       ==========



Cash paid for income taxes was $ 0.00 (2004) and $150,000 (2003)



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

                                           See Notes to Consolidated Financial Statements

</TABLE>


                                        5


<PAGE>




                      ORALABS HOLDING CORP AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

RECLASSIFICATIONS

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

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



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

Machinery and equipment                                        $2,168,772
Leasehold improvements                                            417,765
                                                               ----------
                                                                2,586,537
Less accumulated depreciation                                  (1,413,076)
                                                               ----------
                                                               $1,173,461
                                                               ==========



NOTE 3 - LINE-OF-CREDIT

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

NOTE 4 - RESERVE FOR RETURNS AND ALLOWANCES

The company reserves 2.75% of revenues for returns and allowances of their
product. The reserve is recorded as a reduction of revenues and as a liability
on the balance sheet. The amount recorded as a liability on the balance sheet at
June 30, 2004 is $358,185.


NOTE 5- STOCK OPTIONS

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

                                        6


<PAGE>





                      ORALABS HOLDING CORP AND SUBSIDIARIES


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

Special Note on Forward-Looking Statements

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

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

Product sales decreased $463,953 or 13%. Sales decreased primarily because of no
sales for this period to a sizeable customer who in the same period for 2003
purchased approximately $420,000 of product. Most of the sales to this
customer in 2003 occurred in the first half of the year.

Gross profit decreased $140,853. As a percentage of sales gross profit remained
at 28%. The reduction in gross profit from the first quarter of both years is
the result of a higher concentration of sales to dollar stores, which typically
yield a lower percent of gross profit.

Engineering increased $21,901 or 37%. The increase can be attributed to
additional staffing for maintenance and safety compliance and an increase in
equipment and building repairs. The building repairs should stabilize in the 3rd
quarter of 2004 and forward.

Selling and marketing increased $44,669 or 18%. The increase can be attributed
to an increase in advertising expense and bad debt expense. The majority of the
bad debt expense was recorded for one customer. Advertising increased due to
publication ads for one of our product lines during second quarter. Selling and
marketing expenses are expected to remain consistent as a percentage of
product sales.

General and Administrative increased $207,976 or 38%. The increase is
attributable to an increase in legal fees of $103,005 predominantly related to
patent protection litigation commenced by the company as plaintiff and described
in the Company's 2003 Form 10-KSB; salaries including payroll taxes of $119,000
primarily for additional staffing; and increases in outside labor and moving
expenses. These expenses were offset by reductions in research and development
costs. The patent protection litigation will incur approximately $150,000
additional costs in the third quarter. Other general and administrative cost
should remain consistent with the second quarter 2004 going forward.

The effective tax rate decreased from 40% to 37% due to non-deductible expenses
in 2003 that the Company did not have in 2004.

The Company incurred a profit for the second quarter of year 2003 of $61,622,
but for the second quarter of 2004 the net loss for the Company was $200,565, as
explained by the above activities. As a percentage of sales, the profit, which
excludes interest, other income and income taxes, for the second quarter of year
2003, was 2%, but for the second quarter of year 2004 the operating loss was 7%.


                                        7


<PAGE>




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

Product sales decreased $924,175 or 12%. Sales decreased due to decreased volume
as well as decreased margins. There was a reduction in revenues of approximately
$920,000 from two significant customers. See "Trends" below.

Gross profit decreased $578,371. As a percentage of sales gross profit decreased
from 33% to 29%. Significantly, the gross profit decrease was a result of the
lost revenues addressed above in product sales. Those sales they were at above
average selling prices and had relatively low packaging costs. Also, the cost of
overhead increased as a percentage of sales extensively due to higher costs of a
new building.

Engineering increased $59,124 or 48%. The increase can be attributed to
additional staffing for maintenance and safety compliance, as well as equipment
and building repairs associated with bringing the new building up to standards.

Selling and marketing decreased $221,890 or 24%. There was a decrease in bad
debt expense as it relates to non-recurring write offs of uncollectible
receivables in the amount of $252,000 in 2003. This was partially offset by an
increase in advertising of approximately $23,000 in the second quarter of 2004.
Selling and marketing expenses are expected to remain consistent as a percentage
of product sales.

General and administrative expenses increased $283,711 or 24%. The increase can
be attributed to Salaries and related payroll expenses, which increased
approximately $118,000 due in large part to additional staffing; legal fees
increased approximately $92,000 predominantly related to patent protection
litigation; and increases in outside labor and rent also contributed to the
increase. The patent protection litigation will incur approximately $150,000
additional costs in the third quarter. Other general and administrative cost
should remain consistent with the second quarter 2004 going forward.

Interest and other income decreased $14,707 and decreased or 75%. This was due
to reduced royalty income of approximately $12,000 and decreased
interest income of approximately $3,000.

The Company had an after tax loss of $243,112 in the first six months of 2004
compared to income of $212,274 for the same period in 2003. The effective Tax
rate for the second quarter for both periods was 37%, consistent with
management's expectations. For the year ended December 31, 2003, the Company
recognized a tax benefit related to the completion of the Company's previous
year's tax return and recognized the impact of previous tax credits related to
enterprise zone credits and foreign territorial income exclusions not previously
reflected. The change in the estimate of these credits and exclusions resulted
in a one time effective tax rate of 101%.

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

At June 30, 2004, the Company had $1,504,727 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.

Net cash used in operating activities in the amount of $573,181 consists of the
following:

Accounts receivable, net allowance for doubtful accounts, decreased $238,317.
Decreased sales and write-offs of aged receivables for customer returns and
allowances previously accrued accounts for the decrease in accounts receivable.

Other current assets decreased $37,987, attributable to small decreases in
deposits and prepaid expenses.

Accounts payable decreased $328,738. This is due to timing differences for
purchases of raw materials.

Accrued liabilities increased $39,557 due to increases in payroll taxes,
commissions, accrued payroll, and workmen's compensation accrual.

Reserve for returns decreased $38,234 consistent with the decrease in revenue.
The company reserves 2.75% of revenues, on an annualized basis, for returns and
allowances of their product. See note 4 of the financial statements.

Cash from investing activities:

Investment in property and equipment was $471,764. This is significantly
comprised of customized building and leasehold improvements associated with the
move into the Company's new facility. During third quarter, a move of sales and
accounting offices to another unoccupied location within the facility are
anticipated to create additional production space. Equipment additions in third
and fourth quarter will be geared toward reducing production labor costs.


                                        8


<PAGE>





TRENDS. Lip balm revenues were down to $5,464,543 in the first six months of
2004 as compared to $6,200,328 in the first six months of 2003. Although the
Company had reduced lip balm revenue from two major customers of approximately
$920,000 through the first six months, the Company has orders and anticipated
orders from other customers that will utilize new retail point of sale displays
accenting OraLabs(TM) quality products at value prices. The Company shares its
customer's enthusiasm and optimism that consumers will be attracted to this
display and purchase OraLabs(TM) lip balm products. Test marketing results have
been positive. Third quarter lip balm sales ought to be near last year's level
or higher with the Company being well positioned to manage growth in the fourth
quarter should such growth occur.

Sales of sour drops and breath fresheners were $1,064,339 in the first six
months of 2004 as compared to $1,233,166 in the first six months of 2003, or a
14% decrease, which is an improvement over the 38% decrease experienced in the
first quarter. The Company continues to maintain a solid base of customers. The
Company remains uncertain about opportunities which would likely come from
dollar stores or convenience stores.

The nutritional supplements, on a relatively smaller scale, showed a nominal
decline in revenue. Revenues were $261,773 in the first six months of 2004 as
compared to $281,338 in the first six months of 2003, or a 7% decrease. As
anticipated, second quarter 2004 revenues have maintained similar levels as the
previous five quarters dating back to the first quarter of 2003. The Company
does not expect much change as its products have consistent sales predominantly
with a customer who has purchased from the Company for over six years.

The Company revenues from international business decreased $266,763 and 52%.
Revenues were $250,574 for the first six months of 2004 as compared to $517,337
for the first six months of 2003. A major international customer has purchased
$4,744 in 2004 compared to $169,279 in 2003 significantly contributed to this
decline. It is difficult to determine whether this decline will continue. The
Company's efforts to establish a manufacturing venture in South America have
reopened, but the process is progressing very slowly and at this point the
Company cannot estimate how much revenue this venture will produce and when
such revenues will occur. The Company's position remains that despite the
continued downward trend in international business, the Company still is
committed to pursuing export opportunities and will continue efforts to slow the
decline it has been experiencing over the last couple of years.

Impact of Inflation. The Company's financial condition has not been affected by
the modest inflation of the recent past. The Company believes that revenues will
not be materially affected by inflation. The Company's lip care and oral care
products are primarily very low retail price points and impulse items. The
nutritional supplements are a small part (approximately 4%) of revenues and
could be negatively impacted by inflation.


                                        9


<PAGE>




ITEM 3. CONTROLS AND PROCEDURES

Control deficiencies have been identified by management in consultation with
Ehrhardt Keefe Steiner & Hottman PC, the Company's independent auditors. Certain
matters involving internal control deficiencies considered to be reportable
conditions under standards established by the American Institute of Certified
Public Accountants have been reported to the audit committee of the board of
directors. In the March 31, 2004 10-QSB filing the Company reported conditions
surrounding the following: accounts receivable processing, inventory accounting,
timely accounting reconciliations, and lack of qualified accounting personnel
due to turnover and operational requirements.

During the second quarter Management actively addressed the internal control
deficiencies identified and such efforts include: instituting new controls,
enforcing existing policies and providing oversight with respect to inventory
valuation and accounts receivable processing, timely accounting reconciliations,
and hiring a Controller near the end of second quarter and providing necessary
resources to meet operational demands such as a Process Engineer and capital
equipment. The Company is evaluating accounting software and is in the final
stages of choosing an improved software package to be implemented in the fourth
quarter of 2004.

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

Changes in Internal Controls. The Company has hired a Controller who meets the
Company's qualification requirements to satisfy this position. Monthly meetings
between sales and accounting have been implemented to improve communication
towards timely processing of charge-backs from customers against receivables.
Management and warehouse staff have been trained in the second quarter and will
receive on-going training to perform process audits of inventory transactions.
This, combined with planned monthly physical inventories starting in the third
quarter and the facility and technology improvements already made, should
improve the Company's inventory controls. In addition, the
aforementioned accounting software package will provide more comprehensive
transaction detail and controls.


                                       10


<PAGE>


                           PART II - OTHER INFORMATION

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

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,
2004,  the  Annual  Meeting  of  stockholders  of the  Company  was  held at the
Company's  headquarters  in  Parker,  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 four
of the incumbent directors were reelected. The voting was as follows:

         Gary H. Schlatter 4,286,382 For, 1,540 Against, 365 Abstain;
         Allen R. Goldstone 4,286,508 For, 1,414 Against, 365 Abstain;
         Michael I. Friess 4,286,586 For, 1,336 Against, 365 Abstain; and
         Robert C. Gust 4,286,586 For, 1,336 Against, 365 Abstain.

With respect to the ratification of the selection of the Company's auditors for
fiscal year ending December 31, 2004, there were 4,286,139 votes in favor, 1,573
against and 575 abstentions. There were no broker non-votes.

Item No. 5. Other Information. None.

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

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


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


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

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

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

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

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

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


                                       11
<PAGE>



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

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

9. Filed herewith.


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



                                       12
<PAGE>

                                   SIGNATURES

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




                              ORALABS HOLDING CORP.





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





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



Dated August 20, 2004


                                       13
<PAGE>









                                  Exhibit Index

Exhibit
No.                Description
---------          ------------
10.5(v)            Lease termination agreement (Tejon)
10.5(vi)           Lease termination agreement (Raritan)
31.1               Certification of President Pursuant To 18 U.S.C. Section
                   1350, As Adopted Pursuant To Section 302 Of The
                   Sarbanes-Oxley Act Of 2002
31.2               Certification of Chief Financial Officer Pursuant To
                   18 U.S.C. Section 1350, As Adopted Pursuant To Section
                   302 Of The Sarbanes-Oxley Act Of 2002
32.1               Certification of President pursuant to 18 U.S.C. Section
                   1350, as adopted pursuant to Section 906 of the
                   Sarbanes-Oxley Act of 2002
32.2               Certification of Chief Financial Officer pursuant to
                   18 U.S.C. Section 1350, as adopted pursuant to Section 906
                   of the Sarbanes-Oxley Act of 2002