U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

   |X| Annual report under section 13 or 15(d) of the Securities Exchange Act
               of 1934 for the fiscal year ended December 31, 2002

        |_| Transition report under 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.

                 (Name of small business issuer in its charter)



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

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

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

           Securities to be registered under Section 12(b) of the Act:



    Title of each class                                  Name of each exchange
                                                         on which registered
                                                                  None

          Securities to be registered under Section 12(g) of the Act:

                    Common Shares, par value $0.001 per share
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities 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. Yes X No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. {x}

<PAGE>

State issuer's revenues for its most recent fiscal year: $14,149,099

As of March 31, 2003, the aggregate market value of common stock held by
non-affiliates of the Registrant, computed by reference to the last trade of the
common stock on that date was approximately $1,138,879.

(Issuers involved in bankruptcy proceedings during the past five years) Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes No

 (Applicable only to corporate registrants) State the number of shares
outstanding of each of the issuer's classes of common equity, as of the latest
practicable date. As of March 31, 2003, there were 9,160,755 shares of common
stock outstanding.

Documents incorporated by reference. Portions of the Company's definitive Proxy
Statement to be mailed to stockholders in connection with the Annual Meeting of
Stockholders of the Company to be held on May 29, 2003 (the "2003 Definitive
Proxy Statement"), which will be filed with the Commission not later than 120
days after the end of the fiscal year to which this report relates, are
incorporated by reference in Part III hereof.

Transitional Small Business Disclosure Format (Check one):
Yes No X
--------

EXPLANATORY NOTE: THE FORM 10-KSB FILED BY THE COMPANY ON APRIL 15, 2003
------------------------------------------------------------------------
ERRONEOUSLY STATED THE REPORTING PERIOD AS ENDING ON DECEMBER 31, 2003. THE SOLE
--------------------------------------------------------------------------------
PURPOSE OF THIS AMENDMENT IS TO CORRECT THAT DATE TO BE DECEMBER 31, 2002.
--------------------------------------------------------------------------

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
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 Jordan
                                         ---------------------------------------
                                         Emile Jordan, Chief Financial Officer
Date:    June 4, 2003