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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
November 16, 2005
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ORALABS HOLDING CORP.
(Exact name of registrant as specified in its charter)
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Commission file number 000-23039
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
(Registrant's telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 4.01. Changes in Registrant's Certifying Accountant
On November 16, 2005, Ehrhardt Keefe Steiner & Hottman, P.C. ("EKS&H")
notified OraLabs Holding Corp. (the "Company") that it resigned as the Company's
independent accountant effective immediately. On November 17, 2005, the Company
appointed GHP Horwath as the Company's new independent accountant. EKS&H's
report on the Company's financial statements for the fiscal years ended December
31, 2004 and December 31, 2003 did not contain an adverse opinion or a
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles. The decision to retain the new accountants was
recommended and approved by the Company's audit committee and Board of
Directors.
During the Company's fiscal years ended December 31, 2004 and 2003, and the
subsequent interim periods preceding EKS&H's resignation, there were not
disagreements between the Company and EKS&H on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of EKS&H,
would have caused EKS&H to make reference to the subject matter of the
disagreement(s) in connection with their report, nor were there any reportable
events as defined in Item 304(a)(1)(iv)(B) of Regulation S-B.
The Company provided EKS&H with a copy of the above disclosures. Attached
as Exhibit 16.1 is a copy of EKS&H's letter regarding the above statements made
by the Company in this Form 8-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following items are filed as exhibits to this report.
16.1 Letter of Ehrhardt Keefe Steiner & Hottman, P.C. regarding change in
certifying accountant.
99.1 Press Release issued by OraLabs Holding Corp. on November 17, 2005.
SIGNATURES
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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
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Gary H. Schlatter
President
Date: November 17, 2005
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EXHIBIT INDEX
Exhibit No. Description
16.1 Letter of Ehrhardt Keefe Steiner & Hottman, P.C. regarding change in
certifying accountant.
99.1 Press Release issued by OraLabs Holding Corp. on November 17, 2005.
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