FORM 10-Q Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

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

                                    FORM 10-Q

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

For the period ended       September 30, 1997
                           ----------------------------------------------------
         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 registrant as specified in its charter)

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

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

                                  (303)783-9499
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                SSI Capital Corp.
--------------------------------------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                              since last report.)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

             [   ]    Yes              [   ]      No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

As of November 1, 1997,  Registrant had 9,123,555 shares of common stock,  $.001
Par Value, outstanding.


<PAGE>

                                      INDEX
                                      -----

                                                                      Page
                                                                     Number
                                                                     ------

Part I. Financial Information

    Item I. Financial Statements

             Consolidated Balance Sheets as of September 30,
               1997 (Unaudited) and December 31, 1996..................2

             Consolidated Statements of Income Three Months Ended
               September 30, 1997 and September 30, 1996 (Unaudited)...3

             Consolidated Statements of Income, Nine Months Ended
               September 30, 1997 and September 30, 1996 (Unaudited)...4

             Consolidated Statement of Changes in Stockholders'
               Equity from December 31, 1996 through
               September 30, 1997 (Unaudited)..........................5

             Consolidated Statements of Cash Flows,
               Three Months Ended September 30, 1997 and
               September 30, 1996 (Unaudited)..........................6

             Consolidated Statements of Cash Flows, Nine
               Months Ended September 30, 1997 and
               September 30, 1996 (Unaudited)..........................7

             Notes to Consolidated Financial Statements................8

    Item 2.  Management's Discussion and Analysis of Financial
                 Conditions and Results of Operations..................10

Part II.     Other Information.........................................13

Exhibit Index .........................................................15




                                        1

<PAGE>

                ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARY

                                 BALANCE SHEETS
                                   (Unaudited)

                                                       September 30  December 31
                                                            1997        1996
                                                        ----------   -----------
Current Assets
         Cash in bank                                   $  783,323    $  120,399
         Inventory                                         436,927       450,984
         Accounts receivable, net of allowance
           for doubtful accounts                           587,854       392,469
         Other current assets                               60,347        18,979
                                                        ----------    ----------
           Total Current Assets                          1,868,451       982,831

Property and equipment, net of accumulated
  depreciation                                             151,794       157,822
Other assets                                                   150           150
                                                        ----------    ----------

Total Assets                                            $2,020,395    $1,140,803
                                                        ==========    ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
         Accounts payable and accrued expenses          $  296,180    $  373,199
         Income taxes payable                              139,087          --
                                                        ----------    ----------
           Total Current Liabilities                       435,267       373,199
                                                        ----------    ----------

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;
          9,123,555 shares issued and
           outstanding at September 30, 1997 and
           7,458,699 at December 31, 1996                    9,124         7,459
         Additional paid-in capital                      1,134,427       137,457
         Retained earnings                                 441,577       622,688
                                                        ----------    ----------
           Total Stockholders' Equity                    1,585,128       767,604
                                                        ----------    ----------

Total Liabilities and Stockholders' Equity              $2,020,395    $1,140,803
                                                        ==========    ==========

    The accompanying notes are an integral part of the financial statements


                                        2

<PAGE>

                ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


                                                   Three Months    Three Months
                                                      Ended           Ended
                                                    September 30   September 30
                                                       1997            1996
                                                   -----------     ------------
Revenue:
      Sales                                        $ 1,491,647      $ 1,518,506
      Cost of sales                                    675,793          810,406
                                                   -----------      -----------
         Gross Profit                                  815,854          708,100
                                                   -----------      -----------

Operating Expenses
      Salaries                                         145,038           82,926
      Bad debts                                          7,458             --
      Rent                                              16,500           10,800
      Commissions                                       36,701           50,455
      Consulting fees                                   49,258           28,478
      Trade shows                                       17,453           15,238
      Depreciation                                      11,607           11,867
      Other operating expenses                         137,099          153,322
                                                   -----------      -----------
        Total Operating Expenses                       421,114          353,086
                                                   -----------      -----------

Net Operating Income                                   394,740          355,014
                                                   -----------      -----------

Other Income (Expenses)
      Interest income                                   10,235            3,666
      (Loss) on sale of securities                        --            (55,388)
      Interest expense                                    --             (4,110)
                                                   -----------      -----------
         Total Other                                    10,235          (55,832)
                                                   -----------      -----------

Net Income before taxes                                404,975          299,182

Provision for Income taxes                             158,744             --
                                                   -----------      -----------

Net Income                                         $   246,231      $   299,182
                                                   ===========      ===========

Net Income per Common Share                        $       .03      $       .04
                                                   ===========      ===========

Weighted Average Shares Outstanding                  9,123,555        7,458,699
                                                   ===========      ===========

    The accompanying notes are an integral part of the financial statements.


                                        3

<PAGE>



                ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


                                                   Nine Months      Nine Months
                                                     Ended             Ended
                                                  September 30     September 30
                                                     1997              1996
                                                   -----------      -----------
Revenue:
      Sales                                        $ 4,424,004      $ 3,899,162
      Cost of sales                                  1,887,934        1,870,313
                                                   -----------      -----------
         Gross Profit                                2,536,070        2,028,849
                                                   -----------      -----------

Operating Expenses
      Salaries                                         406,907          247,393
      Bad debts                                         22,120           28,692
      Rent                                              49,500           38,509
      Commissions                                      160,207          156,327
      Consulting fees                                   97,002           93,404
      Trade shows                                       66,539           80,111
      Depreciation                                      33,290           35,600
      Stock issued for services                        340,000             --
      Other operating expenses                         394,715          393,963
                                                   -----------      -----------
        Total Operating Expenses                     1,570,280        1,073,999
                                                   -----------      -----------

Net Operating Income                                   965,790          954,850
                                                   -----------      -----------

Other Income (Expenses)
      Interest income                                   22,066           17,813
      Other income                                         182             --
      Gain on sale of securities                           100           36,587
      Interest expense                                    --             (6,073)
                                                   -----------      -----------
         Total Other                                    22,348           48,327
                                                   -----------      -----------

Net Income before taxes                                988,138        1,003,177

Provision for Income taxes                             282,320             --
                                                   -----------      -----------

Net Income                                         $   705,818      $ 1,003,177
                                                   ===========      ===========

Net Income per Common Share                        $       .08      $       .13
                                                   ===========      ===========

Weighted Average Shares Outstanding                  8,707,277        7,458,699
                                                   ===========      ===========


                                        4

<PAGE>
<TABLE>
<CAPTION>

                                             ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARY

                                         CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                             From December 31, 1996 through September 30, 1997
                                                                (Unaudited)

                                                                                                           Additional
                                       Preferred    Stock              Common Stock          Paid-in        Retained
                                       No./Shares   Amount      No./Shares        Amount     Capital        Earnings      Total
                                       ----------   ------      ----------        ------     -------        --------      -----
<S>                                      <C>        <C>         <C>           <C>            <C>          <C>           <C>
Balance at December 31, 1996                --      $   --       7,458,784   $     7,459   $   137,457    $ 622,688    $   767,604
Common stock issued for services
                                            --          --         340,000           340       339,660         --          340,000
Reorganization/additional paid in capital
                                            --          --         999,771         1,000       160,849         --          161,849
Common stock issued for cash                --          --         325,000           325       324,675         --          325,000
Reclassification of undistributed S
Corporation earnings
                                            --          --            --            --         171,786     (171,786)          --

Net income for the Nine month period
ended September 30, 1997                    --          --            --            --            --        705,818        705,818
Dividends paid                              --          --            --            --            --       (715,143)      (715,143)
                                           ---       ------    -----------   -----------   -----------    ---------    -----------
Balance at September 30, 1997
                                            --      $   --       9,123,555   $     9,124   $ 1,134,427    $ 441,577    $ 1,585,128
                                           ===      =======    ===========   ===========   ===========    =========    ===========





            The  accompanying  notes  are an  integral  part  of  the  financial statements.



                                                                     5
</TABLE>

<PAGE>
                ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                      Three Month  Three Months
                                                         Ended        Ended
                                                      September 30 September 30
                                                         1997          1996
                                                       ---------    -----------
Cash Flows from Operating Activities:
      Net income                                       $ 246,231      $ 299,182
      Adjustments to reconcile net
       loss to net cash used
       in operating activities
         Depreciation                                     11,607         11,867
         Increase in accounts payable
          and accrued expenses                            39,051         44,677
         (Increase) in accounts receivable              (202,400)      (317,767)
         Decrease (increase) in inventory                (54,633)        31,069
         Other, net                                       (8,135)        (8,190)
                                                       ---------      ---------

Net Cash Provided by Operating
 Activities                                               31,721         60,838
                                                       ---------      ---------

Cash Flows from Investing Activities:
      Sale of investments                                   --           59,149
      (Acquisitions) of property and
       equipment                                          (5,222)       (10,581)
                                                       ---------      ---------

      Net Cash Provided by (Used in)
       Investing Activities                               (5,222)        48,568
                                                       ---------      ---------

Cash Flows from Financing Activities:
      Dividends paid                                        --         (450,361)
                                                       ---------      ---------

      Net Cash (Used in)
       Financing Activities                                 --         (450,361)
                                                       ---------      ---------

Increase (decrease) in cash                               26,499       (340,955)

Cash, Beginning of Period                                756,824        545,701
                                                       ---------      ---------

Cash, End of Period                                    $ 783,323      $ 204,746
                                                       =========      =========

Interest Paid                                          $    --        $   4,110
                                                       =========      =========

Income Taxes Paid                                      $ 143,233      $    --
                                                       =========      =========

    The accompanying notes are an integral part of the financial statements.


                                        6

<PAGE>
                ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                                    Nine Months     Nine Months
                                                      Ended           Ended
                                                    September 30   September 30
                                                       1997            1996
                                                   -----------     ------------

Cash Flows from Operating Activities:
      Net income                                   $   705,818      $ 1,003,177
      Adjustments to reconcile net
       loss to net cash used
       in operating activities
         Depreciation                                   33,290           35,600
         Increase (Decrease) in accounts
          payable and accrued expenses                  34,308          (40,312)
         (Increase)in accounts receivable             (195,385)        (291,830)
         Decrease in inventory                          14,057           49,631
         Stock issued for services                     340,000             --
         Other, net                                    (41,368)           9,673
                                                   -----------      -----------

Net Cash Provided by Operating
 Activities                                            890,720          765,939
                                                   -----------      -----------

Cash Flows from Investing Activities:
      Sale of investments                                 --             73,142
      (Acquisitions) of property and
       equipment                                       (27,262)         (15,621)
                                                   -----------      -----------

      Net Cash Provided by (Used in)
       Investing Activities                            (27,262)          57,521
                                                   -----------      -----------

Cash Flows from Financing Activities:
      Dividends paid                                  (715,143)      (1,077,458)
      Common stock issued                              514,609             --
                                                   -----------      -----------

      Net Cash (Used in)
       Financing Activities                           (200,534)      (1,077,458)
                                                   -----------      -----------

Increase (decrease) in cash                            662,924         (253,998)

Cash, Beginning of Period                              120,399          458,744
                                                   -----------      -----------

Cash, End of Period                                $   783,323      $   204,746
                                                   ===========      ===========

Interest Paid                                      $      --        $     6,073
                                                   ===========      ===========

Income Taxes Paid                                  $   143,233      $      --
                                                   ===========      ===========

    The accompanying notes are an integral part of the financial statements.



                                        7

<PAGE>

                ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           September 30, 1997 and 1996

(1) Organization
    ------------

     Oralabs Holding Corp, a Colorado  corporation (the "Registrant") was formed
     during June 1997.  Effective  August 22, 1997, SSI Capital Corp. was merged
     into Oralabs Holding Corp. and the outstanding shares of SSI were converted
     to shares of Oralabs  Holding Corp. on a one for two basis.  All references
     to  common  stock  in  the  Company's   financial   statements   have  been
     retroactively  adjusted  for the  merger and the one for two  reduction  in
     shares outstanding.

     SSI Capital Corp. (SSI) a New York corporation, was incorporated on January
     30,  1981.  SSI  originally  had a  November  30 year end but has  recently
     changed to a December 31 year end.

     OraLabs, Inc. (ORALABS),  a Colorado corporation was incorporated on August
     10, 1990.  ORALABS is in the business of manufacturing and distributing lip
     balm and fresh breath  products.  ORALABS has  selected  December 31 as its
     fiscal year end. ORALABS is a wholly-owned subsidiary of the Registrant.

     The consolidated  financial  statements include the accounts of ORALABS and
     the  accounts  of  the  Registrant  since  the  reverse  acquisition.   All
     intercompany accounts and transactions have been eliminated.

(2) Unaudited Statements
    --------------------

     The balance  sheet as of September 30, 1997,  the  statements of income and
     the  statements  of cash flows for the three and nine month  periods  ended
     September  30, 1997 and  September 30, 1996 and the statement of changes in
     stockholders'  equity for the nine month  period ended  September  30, 1997
     have been  prepared  by the  Registrant  without  audit.  In the opinion of
     management,   all   adjustments   (which  include  only  normal   recurring
     adjustments) necessary to present fairly the financial position, results of
     operations  and cash  flows at  September  30,  1997,  and for all  periods
     presented, have been made.

(3) Business Combination
    --------------------

     Effective  May 1, 1997 SSI and  ORALABS  completed  a business  combination
     whereby  ORALABS  became a  wholly-owned  subsidiary  of SSI.  Prior to the
     business combination, SSI had 1,749,541 shares of common stock outstanding.
     An additional 250,000 shares were issued to the two largest shareholders of
     SSI and one additional  individual  upon closing the business  combination.
     Effective January 1, 1997 ORALABS issued shares of its common stock  to two



                                        8

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           September 30, 1997 and 1996

(3) Business Combination, Continued
    -------------------------------

     individuals  for services which were exchanged for 680,000 shares of SSI on
     May 1, 1997. Also on May 1, 1997,  14,917,399 shares of SSI were issued for
     the ownership of ORALABS. As a result of these transactions, ORALABS became
     a wholly-owned subsidiary of SSI. Since the former controlling shareholders
     of ORALABS own approximately 85% of SSI after the business combination, the
     transaction  has  been  accounted  for as a  reverse  acquisition.  The net
     monetary  assets  of  SSI  at  the  time  of  the  reverse  acquisition  of
     approximately  $161,849  have been  accounted  for as issuance of stock and
     additional  paid-in  capital.  See Note 1 for  merger  of SSI into  Oralabs
     Holding Corp.

(4) Income Taxes
    ------------

     Prior to completion of the business combination,  ORALABS had elected to be
     taxed under Subchapter S of the Internal Revenue Service Code. The election
     was automatically terminated effective May 1, 1997. No provision for income
     taxes was  recorded  prior to May 1, 1997  since  shareholders  of  ORALABS
     included the net income from the company on their personal returns and were
     responsible  for the  payment of the  related  income  taxes.  ORALABS  had
     $171,786  of  undistributed   earnings  on  May  1,  1997  which  has  been
     reclassified  in  the  financial   statements  from  retained  earnings  to
     additional   paid-in  capital.   This  treatment   assumes  a  constructive
     distribution to the owners followed by a contribution to the capital of the
     Company.


                                        9

<PAGE>



                                     ITEM 2
                                     ------
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

     The  following  discussion  of  the  financial  condition  and  results  of
operations  of the Company  relates to the three (3) months ended  September 30,
1996 and 1997,  and the nine (9) months ended  September 30, 1996 and 1997,  and
should be read in  conjunction  with the financial  statements and notes thereto
included elsewhere in this Report.

Forward-Looking Statements.
---------------------------

     Certain  statements  in this Report are  forward-looking,  and from time to
time,  the  Company  may  publish  forward-looking  statements  relating to such
matters as anticipated financial performance, business prospects,  technological
developments,  new products,  research and  development  activities  and similar
matters.   Actual  results  of  future  events  could  differ   materially  from
anticipated   results  or  other   expectations   expressed  in  the   Company's
forward-looking  statements.  Among the factors that could cause actual  results
and  the  Company's  experience  to  differ  are  the  timely  availability  and
acceptance of new products,  the impact of competitive  products and pricing and
the lack of long-term contracts with distributors and purchasers.

Termination of Status as Sub-S Corporation.
-------------------------------------------

     The filing of this  quarterly  report  reflects  the  consolidation  of the
Company  by  merger  with  its  wholly-owned  subsidiary,   OraLabs,  Inc.  (the
"Subsidiary"),  which occurred on May 1, 1997.  Until the closing of the merger,
the  Subsidiary  was a Sub-S  Corporation,  which  was  changed  to a  regular C
Corporation effective with the closing of the merger on May 1, 1997. This change
has an impact in  various  parts of the  financial  statements,  including:  (i)
distributions  previously  made to  shareholders  of the Sub-S  Corporation  are
recharacterized  as dividends in the  consolidated  financial  statements,  (ii)
there  was no  accrual  for  income  taxes  while  the  Subsidiary  was a  Sub-S
Corporation (as income is passed for tax purposes directly to the shareholders);
and (iii) the  reclassification  of  undistributed  Sub-S  Corporation  earnings
during the periods covered by the financial statements.

Results of Operations.
----------------------

For the Nine Months  Ending  September 30, 1997 as Compared With the Nine Months
Ending September 30, 1996.
--------------------------------------------------------------------------------

     Sales  increased  $524,842 (up 13.5%).  We attribute this growth in part to
the introduction of our lip balm product which occurred in July 1996 and in part
to expanded international distribution.

     Gross profit  increased  $507,221 (up 25.0%).  We attribute the increase in
gross  profit as a  percentage  of sales from 52.03% to 57.33% in part to volume
discounts from material suppliers and in part to increased  automation  reducing
cost of labor.


                                       10

<PAGE>


     Salaries  increased  $159,514  (up 64.5%) which  reflects an increase  from
6.34% of net sales to 9.2% of net sales.  This was the result of an  increase to
additional staffing in sales and engineering.

     The stock issued for services in the amount of $340,000 is a  non-recurring
item. The employees'  services are in the areas of human  resources and investor
relations, which the Subsidiary was required to address as part of preparing for
its entry into the public market place.

     Gain on sale of securities  decreased by $36,487.  This was a result of the
Company's  distributing  substantially all of its securities held for investment
prior to year end 1996 and maintaining cash in liquid money markets in 1997.

     The Company was an S Corporation  through  April 30, 1997,  with net income
passing  through to the owners'  personal  income.  Effective  May 1, 1997,  the
Company converted to a C Corporation.  The $282,320 of income taxes reflects the
accrual of five months of income taxes through September 30, 1997.

For the Three (3) Months Ending September 30, 1997 as Compared With the Three
Months Ending September 30, 1996
--------------------------------------------------------------------------------
         
     Comments   above  with  respect  to  the  results  of  operations  for  the
comparative nine (9) month periods are similarly applicable to the comparison of
the three (3) month periods,  insofar as the comments  relate to the increase in
gross profit, increase of salaries, the accrual of income taxes, and the gain on
sale of securities.

Liquidity and Capital Resources.
--------------------------------

Balance Sheet as of September 30, 1997 Compared to December 31, 1996
--------------------------------------------------------------------

     Cash  increased  $662,924.  This is  primarily  due to the  creation of the
parent-subsidiary  relationship  upon  closing of the merger,  as  approximately
$189,000  was then held by the parent  and  $325,000  was added  from  closing a
private placement. The balance was primarily additional cash from operations.

     Accounts payable and accrued expenses decreased  $77,019.  This is a result
of inventories being higher as of December 31, 1996 than on September 30, 1997.

     Additional paid-in capital increased $996,970. This is primarily the result
of shares  issued in  connection  with or as part of closing  the merger and the
private placement which was closed soon thereafter.  The balance  represents the
reclassification  of  undistributed  S  Corporation  earnings  in the  amount of
$171,786.

     Retained earnings decreased $181,111.  This is a result of reclassification
of  undistributed S Corporation  earnings (i.e.,  $171,786),  net income for the
nine month period ended September 30, 1997 (i.e., $705,818),  and dividends paid
(i.e., $715,143).


                                       11

<PAGE>


Impact of Inflation
-------------------

     The  Company's  financial  condition  has not been  affected  by the modest
inflation of the recent past.  The Company's  revenues have not been  materially
effected by inflation in part because the Company's products have been primarily
very low cost,  impulse  items (under $0.99 cents to  consumers).  To the extent
that the Company's  product line  consists of higher  priced items,  the Company
does not know how inflation will affect revenues,  although the Company believes
that sales of its  higher  priced  products,  to the extent  such  products  are
considered  to be medicinal  (such as products to reduce sore throat  symptoms),
will not be materially affected by inflation.




                                       12

<PAGE>



                           PART II - OTHER INFORMATION

Item No. 4. Submission of Matters to a Vote of Security Holders. (a) A special
meeting of the shareholders of the Company was held on August 15, 1997.

(c) Two matters were voted upon at the meeting. The first matter was approval of
a Plan of Merger  between SSI Capital  Corp.  and the Company,  which was then a
subsidiary of SSI Capital Corp. The effect of approval of the Plan of Merger was
the change in domicile of the Company from the State of New York to the State of
Colorado,  the change in name of the Company from SSI Capital  Corp.  to OraLabs
Holding  Corp.,  and the reduction in the number of common shares of the Company
outstanding  on a  one-for-two  basis  (i.e.,  the same effect as a  one-for-two
reverse  stock  split).  The second  matter  voted upon was the  approval of the
Company's 1997 Stock Plan as well as the approval of prior grants made under the
1997 Stock Plan. There were no votes against either proposal, and both proposals
were approved by the  affirmative  vote of  15,007,399  shares  (pre-merger)  of
common stock of the Company.

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

(a)

     (27) Financial Data Schedule

(b) The following  report on Form 8-K was filed during the quarter reported upon
in this  report:  The report  filed  August 29, 1997 with respect to the matters
described in Item No. 4 above (date of report, August 22, 1997).


                                       13

<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.



                                     SSI CAPITAL CORP.





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


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

Dated:  November 14, 1997

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                                  EXHIBIT INDEX


     (27) Financial Data Schedule (filed herewith)





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