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

                                   FORM 10-QSB




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

      For the quarterly period ended: September 30, 2001
      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, 2001 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 September 30, 2001
           (Unaudited) And December 31, 2000...................................2

         Consolidated Statements of Operations Three Months
           And Nine Months Ended September 30, 2001 and 2000
          (Unaudited)..........................................................3

         Consolidated Statement of Stockholders' Equity from
          December 31, 2000 Through September 30, 2001 (Unaudited).............4

         Consolidated Statements of Cash Flows, Nine Months Ended
           September 30, 2001 and 2000 (Unaudited).............................5

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

  Item 2.   Management's Discussion and analysis of Financial Conditions
              And Results of Operations....................................9 -11

Part II.     Other Information ............................................12-13


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<CAPTION>


                                  ORALABS HOLDING CORP AND SUBSIDIARIES

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

=======================================================================================================
                                                                          September 30,    December 31,
                                                                              2001            2000
                                                                            Unaudited
-------------------------------------------------------------------------------------------------------

Assets
Current Assets
    <S>                                                                     <C>            <C>
    Cash and cash equivalents                                               2,150,438      $2,098,872
    Accounts receivable, net of allowance for doubtful accounts of
    $184,169 and $131,867, respectively                                     2,142,395       2,467,214
    Inventory                                                               1,904,688       1,775,231
    Deferred income taxes                                                     239,885         205,906
    Prepaid expenses                                                          314,694         224,656
    Deposits                                                                   79,288         130,999
                                                                           ----------      ----------
        Total Current Assets                                                6,831,388       6,902,878

Property and equipment at cost, net                                         1,209,882         915,185

Long Term Deferred Taxes                                                         --             3,610

Total Assets                                                                8,041,270       7,821,673
                                                                           ==========      ==========

Liabilities and Stockholders' Equity


Current Liabilities

      Accounts Payable                                                        684,185       1,655,844
      Accrued liabilities                                                     383,443         423,382
      Reserve for Returns                                                     521,372         473,739
      Income taxes payable                                                      8,904         454,472
                                                                           ----------      ----------

          Total current liabilities                                         1,597,904       3,007,437
 Deferred Tax Liability                                                         4,936            --
Total liabilities                                                           1,602,840       3,007,437
                                                                           ----------      ----------
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                                                           5,212.365       3,588,171
                                                                           ----------      ----------
Total stockholders' equity                                                  6,438.430       4,814,236
                                                                           ----------      ----------

Total liabilities and stockholders' equity                                 $8,041,270       7,821,673
                                                                           ==========      ==========


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

                           See Notes to Consolidated Financial Statements

                                                    2
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                                ORALABS HOLDING CORP AND SUBSIDIARIES

                                Consolidated Statements of Operations
            Three Months and Nine Months ended September 30, 2001 and September 30, 2000
                                              Unaudited

====================================================================================================
                                                   Three Months Ended           Nine Months Ended
                                                 09/30/01      09/30/00      09/30/01      09/30/00
-----------------------------------------------=====================================================
Revenues:
<S>                                            <C>           <C>           <C>           <C>
  Product sales                                $ 3,499,435   $ 3,856,857   $11,373,947   $ 9,791,449
                                               -----------   -----------   -----------   -----------
Total Revenues                                   3,499,435     3,856,857    11,373.947     9,791,449
                                               -----------   -----------   -----------   -----------
   Cost of Sales                                 2,342,717     2,197,396     6,455,872     5,586,071
                                               -----------   -----------   -----------   -----------
Gross profit                                     1,156,718     1,659,461     4,918,075     4,205,378
                                               -----------   -----------   -----------   -----------
Operating Expenses:
  Engineering                                       97.638        72,215       288,513       218,846
  Selling and marketing costs                      340,270       502,699     1,209,617     1,186,386
  General and administrative                       470,110       370,951     1,727,838     1,235,040
  Other                                                633           551        16,123        22,652
                                               -----------   -----------   -----------   -----------
Total operating expenses                           908,651       946,416     3,242,091     2,662,924
                                               -----------   -----------   -----------   -----------

Net Operating Income                               248,067       713,045     1,675,984     1,542,454

Other Income (expense)
   Interest and other income                        24,459        18,917       850,684        36,506
                                               -----------   -----------   -----------   -----------
Total other income (expense)                        24,459        18,917       850,684        36,506
                                               -----------   -----------   -----------   -----------

Net income before provision for income taxes       272,526       731,962     2,526,668     1,578,960


Provision for  income taxes
   Current                                          65,398       271,814       902,474       586,347
                                               -----------   -----------   -----------   -----------
   Deferred                                         65,398       271,814       902,474       586,347
                                               -----------   -----------   -----------   -----------

Net Income                                     $   207,128   $   460,148   $ 1,624,194   $   992,613
                                               ===========   ===========   ===========   ===========

Basic income per common share                  $       .02   $       .05   $       .18   $       .11
                                               ===========   ===========   ===========   ===========
Weighted average shares outstanding              9,160,755     9,160,755     9,160,755     9,160,755
                                               ===========   ===========   ===========   ===========
Diluted income per share                       $       .02   $       .05   $       .17   $       .10
                                               ===========   ===========   ===========   ===========
Diluted weighted average shares outstanding      9,280,513     9,454,090     9,289,719     9,517,545
                                               ===========   ===========   ===========   ===========


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


                           See Notes to Consolidated Financial Statements

                                                  3
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                                           ORALABS HOLDING CORP AND SUBSIDIARIES

                                      Consolidated Statement of Stockholders' Equity
                                       For the Nine months ended September 30, 2001
                                                         Unaudited

==========================================================================================================================
                                                                                         Addl.
                                  Preferred     Stock        Common       Stock         Paid-In     Retained
                                   Shares       Amount       Shares       Amount        Capital     Earnings      Total
------------------------------   ----------   ----------   ----------   -----------   ----------   ----------   ----------
<S>                                                         <C>         <C>           <C>          <C>          <C>
Balance at Dec. 31, 2000                                    9,160,755   $     9,160   $1,216,905   $3,588,171   $4,814,236


Net Income                                                                                          1,624,194    1,624,194

                                 ----------   ----------   ----------   -----------   ----------   ----------   ----------
Balance at September 30,
2001                                                        9,160,755   $     9,160   $1,216,905   $5,212,365   $6,438,430
==========================================================================================================================


                                      See Notes to Consolidated Financial Statements

                                                             4
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                                     ORALABS HOLDING CORP AND SUBSIDIARIES


                                     Consolidated Statements of Cash Flow
                             For the Nine months ended September 30, 2001 and 2000
                                                   Unaudited

================================================================================================================
                                                                                                Nine
                                                                                      Months Ended September 30
                                                                                         2001           2000
----------------------------------------------------------------------------------------------------------------

Cash flows from operating activities
------------------------------------
<S>                                                                                   <C>            <C>
Net Income                                                                            $1,624,194     $  992,613
                                                                                      ----------     ----------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
 Depreciation                                                                            230,993        126,486
 Deferred Taxes                                                                            8,546        117,571
 Changes in assets and liabilities:
 Other current assets                                                                    (90,038)      (109,192)
 Accounts receivable                                                                     324,819       (216,935)
 Prepaid taxes                                                                           (33,979)
 Inventory                                                                              (129,457)       (42,842)
 Shareholder receivable                                                                                  11,935
 Accounts payable                                                                       (971,659)       122,849
 Accrued expenses                                                                        (39,939)        25,263
 Reserve for returns                                                                      47,633        (24,132)
 Income taxes payable                                                                   (445,568)       157,142
                                                                                      ----------     ----------
Net cash (used in) provided by operating activities                                      525,545      1,160,758
                                                                                      ----------     ----------
Cash from investing activities
  Investment in property and equipment                                                  (525,690)      (236,823)
  Deposit                                                                                 51,711       (304,843)
                                                                                      ----------     ----------
  Net Cash (used in) investing activities                                               (473,979)      (541,666)
                                                                                      ----------     ----------
Cash flows from financing activities
   Stock issued and additional paid in capital                                                 0              0
                                                                                      ----------     ----------
Net cash (used in) provided by financing activities                                            0              0
                                                                                      ----------     ----------

Net Increase (decrease) in cash and cash equivalents                                      51,566        619,092
Cash and cash equivalents, beginning of the period                                     2,098,872        646,335
                                                                                      ----------     ----------
Cash and cash equivalents, end of the period                                          $2,150,438     $1,265,427
                                                                                      ==========     ==========
Supplemental disclosures of cash flow information:
   Cash paid for income taxes was $423,450 (for 2000) and $1,083,100 (2001)


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


                                See Notes to Consolidated Financial Statements

                                                       5
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<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, 2000 (the "2000 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:

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

===================================================================
                                                 September 30, 2001
-------------------------------------------------------------------

Machinery and equipment                                  $1,502,282
Leasehold Improvements                                      529,281
                                                         ----------
                                                          2,031,563
                                                         ----------
Less accumulated depreciation                              (821,681)
                                                         ----------
                                                         $1,209,882
                                                         ==========

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


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 2002. 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. 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, 2001 and September 30, 2000 is $521,372 and $419,503 respectively.


                                        6

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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, 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
                                                       =========         =========          ==========


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


For the Three Months Ended September 30, 2000
======================================================================================================
                                                         Income           Shares
                                                       (Numerator)     (Denominator)     Per Share Amt
------------------------------------------------------------------------------------------------------

Net Income                                             $ 460,148

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

                                                       ---------         ---------
Income available to stockholders                       $ 460,148         9,160,755          $     .05
                                                                                            =========

Effect of Dilutive Common Stock Options                                    293,335

Diluted EPS
                                                       ---------         ---------          ---------
     Income available to common stockholders
       Plus assumed conversions                        $ 460,148         9,454,090          $     .05
                                                       =========         =========          =========


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

                                                   7
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                                 ORALABS HOLDING CORP AND SUBSIDIARIES


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


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


For the Nine Months Ended September 30, 2000
======================================================================================================
                                                         Income           Shares
                                                       (Numerator)     (Denominator)     Per Share Amt
------------------------------------------------------------------------------------------------------
Net Income                                             $ 992,613

Basic EPS
    Weighted average beginning shares outstanding                        9,160,755
                                                       ---------         ---------
Income available to stockholders                       $ 992,613         9,160,755          $     .11
                                                                                            =========

Effect of Dilutive Common Stock Options                                     356,790

Diluted EPS
                                                       ---------         ---------          ---------
     Income available to common stockholders
       Plus assumed conversions                        $ 992,613         9,517,545          $     .10
                                                       =========         =========          =========


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

                                                   8
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<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, 2001.
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, 2001 as
--------------------------------------------------------------------------------
compared with the three month period ending September 30, 2000.
---------------------------------------------------------------

Product sales decreased $357,422 or 9%. Please refer to the Trends section for a
detailed explanation.

Gross profit decreased $502,743. This reflects both the decrease in product
sales and a decrease in gross profit percentage from 43% to 33% as a result of
lower sale prices by the Company in certain markets.

Engineering increased $25,423 to support ongoing engineering projects.

Selling and marketing decreased $162,429. The decrease can be substantially
attributed to sales commissions, which is directly related to the decrease in
product sales.

General and administrative expenses increased approximately $99,159. The
increase can be substantially attributed to a combination of higher salaries and
bonuses to employees other than the President.

Net income decreased by $253,020, or 55% as explained by the above activities.
As a percentage of sales net operating income, which excludes Interest, Other
Income and Income taxes, decreased from 18% to 7%.

Results of Operations. For the nine month period ending September 30, 2001 as
-----------------------------------------------------------------------------
compared with the nine month period ending September 30, 2000.
--------------------------------------------------------------

Product sales increased $1,582,498 or 14%. Please refer to the Trends section
for a detailed explanation.

Gross profit increased $712,697. As a percentage of sales gross profit did not
change, with both periods standing at 43%. The prior year higher promotional
costs were offset in the current year by reduced selling prices.

Engineering increased $69,667 to support additional growth in production volume
through continued modification and customization of automation equipment.

                                        9

<PAGE>


Selling and marketing increased $23,231. The increase can be substantially
attributed to sales commissions, which is directly related to the growth in
product sales.

General and administrative expenses increased approximately $492,798. The
increase can be substantially attributed to a combination of higher salaries and
bonuses.

Interest and Other Income increased $814,178. This was substantially due to the
sale of the Company's minority interest in a company that acquired ownership of
Pecos Pharmaceuticals, a vendor of nutritional supplements.

Net income increased by $631,581, or 39% as explained by the above activities.
As a percentage of sales net operating income, which excludes Interest, Other
Income and Income taxes, decreased from 16% to 15%.

Liquidity and Capital Resources. Balance Sheet as of September 30, 2001 compared
--------------------------------------------------------------------------------
to December 31, 2000.
---------------------

Cash increased $51,566 substantially as a net effect of the following
activities.

Accounts receivable decreased $324,819 net of allowance for doubtful accounts.
The Company has reduced past due receivables by $317,407 while current
receivables is approximately the same for both September 30 and December 31.

Inventory increased $129,457. The increase in Inventory can substantially be
attributed to additional printed packaging for transitioning Ice Drops (TM) and
Lip Ice (TM) brands of lip balm to Chap Ice (TM) brand.

Prepaid Expenses increased $90,038. This is a result of customer credit in the
third quarter for promotional expenses to be accrued in the fourth quarter.

Deposits decreased $51,711 as the deposits were applied to manufacturing
equipment purchased in the second quarter of 2001.

Property and Equipment increased $294,697, which can be attributed to leasehold
improvements, new manufacturing equipment and molds, and computer network server
and software.

Accounts payable decreased $971,659. This decrease is substantially as a result
of $1,000,000 in payments to an active customer who paid for company products
without deducting for promotional expenses owed to the customer that were
previously accrued by the Company.

Accrued liabilities decreased $39,938. This can be substantially attributed to a
decrease in reserves for commissions. The reserve is for commissions against
Accounts receivable, which are adjusted by customer receipts.

Reserve for returns increased $47,633. This increase is consistent with the
growth in sales while maintaining the same 3.5% allowance.

Income tax payable decreased $445,568. This decrease reflects tax payments made
in excess of tax liabilities.

Retained earnings increased $1,624,193 as a result of net income.

                                       10

<PAGE>


Trends. Through the third quarter of 2001 the Company continued to show growth
in the lip balm products, particularly to mass-retail accounts and dollar
stores. The Company began the introduction of its new lip balm line extension
lip-gloss, with more initial distribution planned for the fourth quarter.
Additionally, the Company plans to introduce body glitter in the fourth quarter.
The Company is optimistic regarding these new products. However, there is no
assurance that the trade or consumers will respond positively. Lip balm revenues
grew to $8,590,073 through the third quarter of 2001 as compared to $6,725,504
through the third quarter of 2000, or a 28% increase. The Company expects
continued growth through expanded placement with major retailers in the fourth
quarter of 2001.

The sour drops and breath fresheners showed reduced revenues, as the combined
revenues were $2,052,468 through the third quarter of 2001 as compared to
$2,466,558 through the third quarter of 2000, or a 17% decrease. Although the
Company did not achieve the growth in this area expected during the third
quarter, the Company anticipates revenues in the fourth quarter of 2001 to
exceed the third quarter of 2001.

The nutritional supplements, on a relatively smaller scale, showed continued
growth. Revenues were $821,336 in the third quarter of 2001 as compared to
$656,329 in the third quarter of 2000, or a 25% increase. Sales have been good
on 5HTP and Cheat & Lean(TM).


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 7% of revenues) in a
category that is on a growth trend and could be negatively impacted by
inflation.

Year 2000. The Company has not experienced any material Year 2000 issues
internally or with any of its suppliers or customers, and it appears that such
organizations have successfully transitioned to the Year 2000. However, there
can be no assurance that problems will not arise for the Company, its suppliers,
customers, or others with whom the Company does business.

                                       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:

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

     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)(6)     Business Lease Between the Company's Subsidiary and Gary
                    Schlatter (September 1, 2000)

     10.5(ii)(7)    Amended Business Lease Between the Company's Subsidiary and
                    2780 South Raritan, LLC effective October 5, 2000.

     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 10-QSB

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

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 1998.

4    Incorporated herein by reference to the Company's Form 10-KSB filed for
     fiscal year 1999.

5    Incorporated by reference to the Company's Form 10-QSB filed for the
     quarter ended March 31, 2000.

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

7    Incorporated herein by reference to Exhibit 10.5(iii) of the Company's Form
     10-KSB filed for fiscal year 2000.

(b)  There were no reports on Form 8-K filed 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 Schlatter
                                               --------------------------------
                                                      Gary Schlatter, President



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




DATED:   November 13, 2001


                                       13