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: March 31, 2005
or
|_| Transition Report Pursuance to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from to
COMMISSION FILE NUMBER: 000-23039
ORALABS HOLDING CORP.
(Exact name of small business issuer as specified in its charter)
Colorado 14-1623047
------------------------------ -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18685 East Plaza Drive, Parker, Colorado 80134
------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(303) 783-9499
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
|X| Yes |_| No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the
distribution of securities under a plan confirmed by a court.
|_| Yes |_| No
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of March 31, 2005 Issuer had 4,668,615 shares of common stock, $.001 Par
Value, outstanding.
Transitional Small Business Disclosure Format (check one)
Yes |_| |X| No
Table of Contents
Part I. Financial Information
Item 1. Financial Statement Page
------ --------------------- ----
Consolidated Balance Sheets as of March 31, 2005(Unaudited)
And December 31, 2004.............................................2
Consolidated Statements of Operations Three Months
Ended March 31, 2005 and 2004 (Unaudited).........................3
Consolidated Statement of Stockholders' Equity from
December 31, 2004 Through March 31,2005 (Unaudited)...............4
Consolidated Statements of Cash Flows, Three Months Ended
March 31, 2005 and 2004 (Unaudited)...............................5
Notes to Consolidated Financial Statements..........................6
Item 2. Management's Discussion and Analysis of Financial Conditions
And Results of Operations........................................7
Item 3. Controls and Procedures...........................................10
Part II. Other Information .................................................11
Exhibit Index...............................................................15
ORALABS HOLDING CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
March 31,
2005
Unaudited December 31, 2004
------------ -----------------
Assets
Current Assets
Cash and cash equivalents $1,186,402 $ 866,432
Accounts receivable, net of allowance for doubtful accounts of
$317,129 (2005)and $345,177 (2004) 1,524,544 1,275,820
Inventories 2,754,660 2,878,755
Deferred tax asset - current 285,117 285,117
Income taxes receivable 194,081 329,648
Prepaid expenses 222,313 264,451
Deposits and other assets 8,774 158,720
---------- ----------
Total current assets 6,175,891 6,058,943
Non-current assets
Deferred tax asset, long-term 52,702 45,336
Property and equipment, net 1,816,881 1,668,675
---------- ----------
Total non-current assets 1,869,583 1,714,011
---------- ----------
Total Assets $8,045,474 $7,772,954
========== ==========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable - trade $1,031,245 $ 850,157
Accrued liabilities 231,019 131,812
Reserve for returns 375,938 362,342
Income tax payable 0 0
Current portion of long-term debt 8,437 12,581
---------- ----------
Total current liabilities 1,646,639 1,356,892
---------- ----------
Non-current Liabilities
Long-term debt, less current portion 10,500 12,075
---------- ----------
Total non-current liabilities 10,500 12,075
---------- ----------
Commitments and contingencies
Stockholders' equity
Preferred stock, $.001 par value, 1,000,000 shares authorized; none
issued and outstanding 0 0
Common stock, $.001 par value; 25,000,000 shares authorized,
4,668,615 issued (2005 and 2004), 4,668,615 (2005) and
4,580,615 (2004) outstanding 4,669 4,669
Additional paid -in capital 1,463,044 1,463,044
Retained earnings 4,920,622 4,936,274
---------- ----------
Total stockholders' equity 6,388,335 6,403,987
---------- ----------
Total liabilities and stockholders' equity $8,045,474 $7,772,954
========== ==========
See Notes to Consolidated Financial Statements
2
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Statements of Operations
Three Months Ended March 31, 2005 and March 31, 2004
Unaudited
03/31/05 03/31/04
----------- -----------
Revenues:
Product sales $ 3,580,849 $ 3,780,175
----------- -----------
Total Revenues 3,580,849 3,780,175
----------- -----------
Cost of Sales 2,380,514 2,610,756
----------- -----------
Gross profit 1,200,335 1,169,419
----------- -----------
Operating Expenses:
Engineering 92,872 101,482
Selling and marketing costs 406,462 392,383
General and administrative 715,015 725,503
Other 20,353 17,491
----------- -----------
Total operating expenses 1,234,702 1,236,859
----------- -----------
Net operating loss (34,367) (67,440)
Other income (expense)
Interest and other income 11,350 (247)
----------- -----------
Total other income (expense) 11,350 (247)
----------- -----------
Net loss before provision for income taxes (23,017) (67,687)
Income tax benefit 7,365 25,140
----------- -----------
Net loss $ (15,652) $ (42,547)
=========== ===========
Basic and diluted loss per common share $ .00 $ (.01)
=========== ===========
Weighted average shares outstanding 4,668,615 4,580,615
=========== ===========
Diluted loss per share .00 (.01)
=========== ===========
Diluted weighted average shares outstanding 4,668,615 4,582,926
=========== ===========
See Notes to Consolidated Financial Statements
3
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
For the Three Months Ended March 31, 2005
Unaudited
--------------------------------------------------------------------------------------------------------------------------------
Preferred Stock Common Stock Addl. Paid-In Retained Total
Shares Amount Shares Amount Capital Earnings
--------------------------------------------------------------------------------------------------------------------------------
Balance at Dec. 31, 2004 4,668,615 $4,669 $1,463,044 $4,936,274 $6,403,987
Net loss (15,652) (15,652)
-----------------------------------------------------------------------------------------------
Balance at March 31, 2005 4,668,615 $4,669 $1,463,044 $4,920,622 $6,388,335
================================================================================================================================
See Notes to Consolidated Financial Statements
4
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Statements of
Cash Flow For the Three months
Ended March 31, 2005 and 2004
Unaudited
------------------------------------------------------------------------------------------------
2005 2004
---- ----
------------------------------------------------------------------------------------------------
Cash flows from operating activities
------------------------------------
Net loss $ (15,652) $ (42,547)
----------- -----------
Adjustments to reconcile net loss to net cash provided by operating
activities
Depreciation 133,822 75,525
Allowance for doubtful accounts (28,048)
Deferred tax asset (7,365) (25,140)
Changes in assets and liabilities:
Accounts receivable - trade (220,676) (216,780)
Inventories 124,095 97,354
Prepaid expenses and deposits 192,084 48,404
Accounts payable - trade 181,088 (46,403)
Accrued Liabilities 99,207 200,358
Reserve for returns 13,596 (14,186)
Income taxes receivable (payable) 135,566 (1,021)
----------- -----------
623,369 (502,626)
----------- -----------
Net cash provided by operating activities 607,717 75,564
----------- -----------
Cash from investing activities
Investment in property and equipment (282,028) (299,705)
----------- -----------
Net cash used in investing activities (282,028) (299,705)
----------- -----------
Cash from financing activities
Payment on long term debt (5,719) (5,718)
----------- -----------
Net cash used in financing activities (5,719) (5,718)
----------- -----------
Net increase (decrease) in cash and cash equivalents 319,970 (229,859)
Cash and cash equivalents, beginning of the period 866,432 2,561,108
----------- -----------
Cash and cash equivalents, end of the period $ 1,186,402 $ 2,331,249
=========== ===========
Cash paid for income taxes was $ 0.00 (2005) and $ 0.00 (2004)
--------------------------------------------------------------------------------
See Notes to Consolidated Financial Statements
5
ORALABS HOLDING CORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. This report should, therefore, be read in
conjunction with the Annual Report on Form 10-KSB/A for the year ended December
31, 2004 (the "2004 Form 10-KSB/A") of OraLabs Holding Corp. and Subsidiaries
(the "Company").
The information included in this report is unaudited but reflects all
adjustments which, in the opinion of management, are necessary to a fair
statement of the results of the interim periods covered thereby. All adjustments
are of a normal and recurring nature except as described herein.
RECLASSIFICATIONS
Certain amounts in the prior period financial statements have been reclassified
to conform to the 2005 presentation.
NOTE 2 - PROPERTY AND EQUIPMENT
Property and Equipment Consisted of the following:
Property and Equipment:
------------------------
============================================================================
March 31, 2005
----------------------------------------------------------------------------
Machinery and equipment $3,251,058
Construction in progress 210,005
Leasehold improvements 126,819
----------
3,587,882
Less accumulated depreciation (1,771,001)
----------
$1,816,881
==========
NOTE 3 - LINE-OF-CREDIT
The Company has a $2,000,000 line-of-credit agreement with a bank secured by
substantially all of the Company's assets. The line of credit expires September
2005. As of March 31, 2005, the Company had no outstanding balance on this
line-of-credit.
NOTE 4 - RESERVE FOR RETURNS AND ALLOWANCES
The company reserves 2.75% of revenues for returns and allowances of their
product. The reserve is recorded as a reduction of revenues and as a liability
on the balance sheet. The amount recorded as a liability on the balance sheet at
March 31, 2005 is $375,938.
6
ORALABS HOLDING CORP AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, provide a safe harbor for certain
forward-looking statements. This quarterly report contains statements that are
forward-looking. Forward looking statements include those which are not
historical facts, including without limitation statements about management's
expectations for any period beyond the fiscal quarter ended March, 31, 2005.
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 March 31, 2005 as
compared with the three month period ending March 31, 2004.
Product sales decreased $199,326 or 5%. This modest decrease in revenue was
primarily a result of a small drop off in sales to the dollar store market. The
Company does not see this as a trend and conversely is positioning itself to
increase business and hopes to show growth in dollar store business through the
course of 2005, but can not be sure that this growth will occur.
Gross profit increased $30,916. As a percentage of sales, gross profit increased
by 3%. The increase in gross profit is primarily due to decreased costs of labor
and overhead. The Company's capital investment in automation has made a positive
impact on labor costs during first quarter of 2005. The Company experienced
higher cost of overhead in the first quarter 2004 due to higher rent commitments
and costs related to getting the new facility operating efficiently. The Company
anticipates continued cost improvements in operations and is hopeful that
gross profit will continue to make small incremental improvement.
Engineering, selling and marketing, and administrative expenses remained stable,
with a small net decrease of $5,019. The Company expects these costs to remain
consistent.
Other expense increased $2,862 remaining consistent from 2004 to 2005. Other
expenses are expected to remain consistent going forward.
The Company incurred a net loss for first quarter 2004 of $42,547, and a net
loss for first quarter 2005 of $15,652, as explained by the above activities. As
a percentage of sales, the net operating loss for the first quarter of 2004 was
1%, while the first quarter of 2005 shows a net operating loss of less than 1%.
The loss for first quarter 2005 is different from the disclosure in the amount
of income in form 12b-25 due to an adjustment in the cost of goods sold.
The Company had an after tax loss of $15,652 for first quarter 2005 compared to
an after tax loss of $42,547 for 1st quarter 2004. The effective tax rate
decreased from 37% to 32%. For the quarter ended March 31, 2005, the Company
recognized a tax benefit related to the impact of previous tax credits related
to enterprise zone credits and foreign territorial income exclusions not
previously reflected.
7
Liquidity and Capital Resources. Balance Sheet as of March 31, 2005 compared to
March 31, 2004.
At March 31, 2005, the Company had $1,186,402 of cash and its current ratio was
nearly 4 to 1. The Company believes its current capital resources are sufficient
to fund operations for the next twelve months.
Net cash provided by operating activities in the amount of $607,717 consists of
the following:
Accounts receivable, net of allowance for doubtful accounts, increased $248,724.
As a result of increased sales in March 2005, compared to December, 2004 caused
the increase in accounts receivable. The Company reduced past due receivables by
over $200,000 from December 31, 2004 to March 31, 2005 and is working towards
comprehensive customer account reconciliations to reduce the amount of
allowances against open past due balances. Because the second quarter has
typically less revenue the company expects accounts receivable will be less at
the end of second quarter.
Inventory decreased $124,095 due to lower volumes of raw materials and work in
process.
Prepaid expenses and deposits decreased $192,084 due to first quarter receipts
of goods for which deposits existed at year-end.
Accounts payable increased $181,088 due to timing of payments.
Accrued liabilities increased $99,207 due to increases in accrued commissions
and accrued payroll. Accrued commission increased from year-end due to higher
receivables in March compared to December.
Reserve for returns increased $13,596. The company reserves 2.75% of revenues,
on an annualized basis, for returns and allowances of their product. See Note 4
of the financial statements.
Cash from investing activities:
Investment in property and equipment was $282,028. This is comprised of various
automation projects designed to reduce production labor costs and the addition
of new a new accounting software package. Additional equipment additions are
planned for the second quarter.
8
Trends. Lip balm revenues were down to $2,969,566 in the first three months of
2005 as compared to $3,223,468 in the first three months of 2004. As stated
above in results of operations, "This modest decrease in revenue was primarily a
result of a small drop off in sales to the dollar store market. The Company does
not see this as a trend and conversely is positioning itself to increase
business and hopes to show growth in dollar store business through the course of
2005, but cannot be sure that this growth will occur."
Sales of sour drops and breath fresheners were $525,864 in the first three
months of 2005 as compared to $429,450 in the first three months of 2004, or a
22% increase. The Company continues to maintain a solid base of customers. The
Company remains uncertain about opportunities which would likely come from
dollar stores or convenience stores.
The nutritional supplements, on a relatively smaller scale, showed a nominal
decline in revenue. Revenues were $85,419 in the first three months of 2005 as
compared to $127,257 in the first three months of 2004, or a 33% decrease.
The Company is planning to introduce eye drops under the name EYELIEVE and has
filed for trademark registration under this name. The Company plans to sell
these products items on a limited basis and expects to generate some revenue
during the second quarter of 2005.
Impact of fuel increases. The Company has seen an increase in its cost of
plastic components and an increase in fuel surcharges by freight companies. If
these trends continue the Company could see further erosion on margins due to
higher costs.
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 2%) of revenues and
could be negatively impacted by inflation.
The following table shows aggregated information about contractual obligations
as of December 31, 2004:
Payments Due by Period
--------------------------------------------------------------------------------------------
Total Less Than 1 Year 1-3 Years 4-5 Years After 5 Years
--------------------------------------------------------------------------------------------------------------------------------
Long-Term Debt $ 18,937 $8,437 $ 10,500
Building Lease $670,000 $335,000 $335,000
Vehicle Lease $4,500 $4,500
--------------------------------------------------------------------------------------------------------------------------------
Total $693,437 $347,937 $345,500
================================================================================================================================
9
ITEM 3. CONTROLS AND PROCEDURES
Control deficiencies have been identified by management in consultation with
Ehrhardt Keefe Steiner & Hottman PC, the Company's independent auditors. Certain
matters involving internal control deficiencies considered to be material
weaknesses under standards established by the American Institute of Certified
Public Accountants have been reported to the audit committee of the board of
directors. The material weaknesses relate to adjustments made by the auditors to
properly state certain inventory related balance sheet accounts that are a
result of non-timely account reconciliations and lack of oversight over the
accounting process, financial reporting and a lack of qualified accounting
personnel.
The primary objective of the Company's Inventory Control Program is to
continuously develop and implement systems by which the stated on-hand inventory
levels are both controllable and predictable. This critical objective will be
achieved through the utilization of quarterly physical inventories, regularly
scheduled cycle counts, data processing auditing and Kanban system utilization.
The Company believes the staff in place is capable of carrying out this
objective through 2005 and beyond.
The lack of timely reconciling of balance sheet accounts can be significantly
attributed to problems with data conversion to a new accounting program and
staff getting acclimated to the new software, which is not unusual in a change
of this magnitude. The Company did commit significant, but not adequate, human
resources to address this. Meanwhile internal daily audit processes were not
followed further impacting the timeliness of reconciling account balances. The
Company expects to reinstate internal audit requirements and timely monthly
account reconciliations in the second quarter of 2005 with full compliance in
the third quarter of 2005.
The lack of oversight over the accounting process, financial reporting and lack
of qualified accounting personnel is also being addressed through the internal
audit process; utilization of improved software capabilities such as automated
reports (Business Alerts) as to daily revenues, sales orders due to ship report,
payroll report, cash flow, etc. that are being reviewed by management on a daily
basis; and although accounting staff is qualified and trained to manage and
process using generally accepted accounting practices (GAAP), training is
required and planned during 2005 for more extensive learning of financial
accounting standards that more focus on proper disclosure and recognition
of financial reporting information.
Evaluation of Disclosure Controls and Procedures. The Company's Chief Executive
Officer and its Chief Financial Officer, after evaluating the effectiveness of
the Company's disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c) as of a date within 90 days
of the filing date of this quarterly report on Form 10-QSB (the "Evaluation
Date")), have concluded that as of the Evaluation Date, and except as provided
above, the Company's disclosure controls and procedures were adequate and
effective to ensure that material information relating to the Company and its
consolidated subsidiaries would be made known to them by others within those
entities, particularly during the period in which this quarterly report on Form
10-QSB was being prepared.
10
PART II - OTHER INFORMATION
ITEM NO. 1. LEGAL PROCEEDINGS. The Company is not a party, nor are its
properties subject to, any material pending legal proceedings other than
ordinary routine litigation incidental to the Company's business and the matters
described in the Company's 2004 Annual Report on Form 10-KSB/A.
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.
As previously announced by the Company in its Form 8-K filed on February 23,
2005, OraLabs entered into a Definitive Agreement with NVC Lighting Investment
Holdings Limited under which OraLabs will acquire NVC and convey its ownership
of OraLabs, Inc. to OraLabs' President, Gary H. Schlatter. Control of the
Company would change from Mr. Schlatter to the owners of NVC. Closing under the
Definitive Agreement is conditioned upon many requirements and there can be no
assurance that the closing will occur. If the parties do not otherwise terminate
the Definitive Agreement, then OraLabs, in anticipation of a meeting of its
shareholders called to approve the transactions, will file with the Securities
and Exchange Commission a Proxy Statement that will include more detailed
information about the Definitive Agreement and the proposed transactions.
11
ITEM NO. 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits required to be filed are listed below: Certain of the following
exhibits are hereby incorporated by reference pursuant to Rule 12(b)-32 as
promulgated under the Securities and Exchange Act of 1934, as amended, from the
reports noted below:
Exhibit
No. Description
--- -----------
3.1(i)(1) Articles of Incorporation
3.1(ii)(2) Amended and Restated Bylaws
3.1(ii)(4) Second Amended and Restated Bylaws
4(2) Specimen Certificate for Common Stock
10.1(2) 1997 Stock Plan
10.2(2) 1997 Non-Employee Directors' Option Plan
10.3(3) Amended and Restated Employment Agreement Between the
Company's Subsidiary and Gary Schlatter
10.4(2) Stock Option Grant under 1997 Non-Employee Directors' Option Plan
10.5(i)(5) Business Lease between the Company's Subsidiary and Gary
Schlatter (September 1, 2000)
10.5(iii)(8) Amended Business Lease between the Company's Subsidiary and 2780
South Raritan, LLC effective October 15, 2000.
10.5(iv)(9) Lease between the Company's Subsidiary and 18501 East Plaza Drive,
LLC dated September 4, 2003
10.9(7) Agreement (effective May 1, 2000, amending the Employment Agreement
listed above as Exhibit 10.3).
10.10(10) Amended and Restated Employment Agreement between the Company's
Subsidiary and Gary Schlatter dated May 1, 2003
10.11(11) Stock Exchange Agreement between the Company, NVC Lighting
Investment Holdings Limited and others dated February 23, 2005
11 No statement re: computation of per share earnings is required
since such earnings computation can be clearly determined from the
material contained in this Annual Report on Form 10-KSB.
14.1(12) Code of Ethics
21(2) List of Subsidiaries of the Company
31.1(13) Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002
31.2(13) Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002
32.1(13) Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002
32.2(13) Certification Pursuant To 18 U.S.C. Section 1350, As Adopted
Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002
12
(1) Incorporated herein by reference to Exhibit C of the Definitive Information
Statement filed by the Company's predecessor, SSI Capital Corp., on July
24, 1997.
(2) Incorporated herein by reference to the Company's Form 10-K filed for
fiscal year 1997.
(3) Incorporated herein by reference to Exhibit B of the Form 8-K filed by the
Company's predecessor, SSI Capital Corp., on May 14, 1997.
(4) Incorporated herein by reference to the Company's Form 10-KSB filed for
fiscal year 1998.
(5) Incorporated herein by reference to the Company's Form 10-QSB filed for the
quarter ended September 30, 2000.
(6) N/A
(7) Incorporated herein by reference to the Company's Form 10-QSB filed for the
quarter ended March 31, 2000.
(8) Incorporated herein by reference to the Company's Form 10-KSB filed for
fiscal year 2000.
(9) Incorporated herein by reference to the Company's Form 10-QSB filed for the
quarter ended September 30, 2003.
(10) Incorporated herein by reference to the Company's Form 10-QSB filed for the
quarter ended June 30, 2003.
(11) Incorporated herein by reference to the Company's Form 8-K filed February
24, 2005.
(12) Incorporated herein by reference to the Company's form 10-KSB/A filed for
the fiscal year 2004.
(13) Filed herewith.
(b) A report on Form 8-K was filed by the Company on February 24, 2005,
concerning the Definitive Agreement described in Item no. 5, Other
Information, above.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ORALABS HOLDING CORP.
BY:/S/ GARY H. SCHLATTER
---------------------
GARY H. SCHLATTER, PRESIDENT
BY:/S/ EMILE J. JORDAN
-------------------
EMILE J. JORDAN, CHIEF FINANCIAL OFFICER
DATED MAY 23, 2005
14
Exhibit Index
Exhibit
No. Description
--------- ------------
31.1 Certification of President Pursuant To 18 U.S.C. Section
1350, As Adopted Pursuant To Section 302 Of The
Sarbanes-Oxley Act Of 2002
31.2 Certification of Chief Financial Officer Pursuant To
18 U.S.C. Section 1350, As Adopted Pursuant To Section
302 Of The Sarbanes-Oxley Act Of 2002
32.1 Certification of President pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002