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

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check one): |_| Form 10-K |_| Form 20-K |X| Form 10-QSB |_| Form N-SAR

                 For Period Ended:       March 31, 2004
                                  -----------------------
          |_|           Transition Report on Form 10-K
          |_|           Transition Report on Form 20-K
          |_|           Transition Report on Form 11-K
          |_|           Transition Report on Form 10-Q
          |_|           Transition Report on Form N-SAR
                 For the Transition Period Ended:
                                                 -------------------------------

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

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    Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Items(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION

OraLabs Holding Corp.
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Full Name of Registrant

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Former Name if Applicable

18685 E Plaza Drive
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Address of Principal Executive office (Street and Number)

Parker, CO  80134
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City, State and Zip Code


PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

       |  (a)  The reason described in reasonable detail in Part III of this
       |       form could not be eliminated without unreasonable effort or
       |       expense
       |  (b)  The subject annual report, semi-annual report, transition report
       |       on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion
|X|    |       thereof, will be filed on or before the fifteenth calendar day
       |       following the prescribed due date; or the subject quarterly
       |       report of transition report on Form 10-Q, or portion thereof will
       |       be filed on or before the fifth calendar day following the
       |       prescribed due date; and
       |  (c)  The accountant's statement or other exhibit required by Rule
       |       12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail why forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the
transition report or portion thereof, could not be
filed within the prescribed time period.

(Attach Extra Sheets if Needed)

As a result of unexpected delays in gathering the data necessary to finalize the
financial statements and accompanying notes of the Registrant's Form 10-QSB, the
report on Form 10-QSB could not be timely filed without unreasonable effort or
expense. The Registrant believes that the Form 10-QSB will be filed within the
extension period.



PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

     Douglas B. Koff                    (303)                 861-1166
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          (Name)                        (Area Code)           (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s).
                                                Yes |X|   No |_|

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(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof?
                                                Yes |X|   No |_|

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

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                              OraLabs Holding Corp.
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date  May 18, 2004                        By /s/ Gary H. Schlatter
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INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(0ther than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

------------------------------------ATTENTION-----------------------------------
   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001)
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                           ATTACHMENT TO FORM 12b-25

(In this attachment, the numbers stated for first quarter 2004 are preliminary,
as the financial review is not completed)

Revenues decreased approximately $460,223 or less than 11% from $3,780,175 in
first quarter 2004 to approximately $4,240,398 in first quarter 2003.

Loss. In first quarter 2004 the Company had an approximate loss of $33,405,
compared to net income of $150,653 in first quarter 2003 (a difference of
approximately $184,058).

The Company results can be significantly attributed to decreased sales to a
major customer of approximately $500,000 and a lower gross profit margin on
sales during the quarter. The sales previously made to the major customer were
at higher selling prices and gross profit than most other sales by the Company.


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