UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 000-23039
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-QSB
[ ] Form N-SAR
For Period Ended: December 31, 2001
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instructions (on back page) Before Preparing Form. Please Print or Type.
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 Item(s) to which the notification relates:
PART 1 - REGISTRANT INFORMATION
OraLabs Holding Corp.
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Full Name of Registrant
Former Name if Applicable
2901 South Tejon Street
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Address of Principal Executive Office (Street and Number)
Englewood, Colorado 80110
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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)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort
or expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following
the prescribed due date;
[ ] (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 the reasons why Forms 10-K, 11-K, 20-F, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed)
The Registrant has not yet received the audit report from its independent
auditors and has not completed the Results of Operations or the Management's
Discussion and Analysis of the Form 10-KSB for the period ending December 31,
2001 due to the fact that they are awaiting the audit report. The Registrant
believes that the Form 10-KSB 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). [X] Yes [ ] No
(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?
[X] Yes [ ] 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.
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 April 2, 2002 By /s/ Gary H. Schlatter
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Gary H. Schlatter, President
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
(other 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).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and Regulations
under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or filed with the form
will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with
each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
ATTACHMENT
The operating results for the year ended December 31, 2001 are anticipated to
show a reduction of $534,664 in net operating income but an increase in revenues
of $1,411,944. Largely because of gain on the sale of an investment (the
Company's sale of its remaining ownership interest in an unaffiliated third
party) received by the Company in year 2001 in the amount of $751,935 (net of
related expenses), the Company's net income for year 2001 is expected to be
$1,480,058, or $.16 per share, up from net income of $1,359,570, or $.15 per
share, in year 2000.
In the fourth quarter of year 2001, the Company made the following adjustments
to its financial statements: (a) a write-off of accounts receivable balances of
approximately $611,000 (approximately $325,000 related to promotional credits
that were not applied to customer accounts and were reflected as a decrease to
net sales, with the balance of this write-off related to bad debts, primarily
from one significant customer who declared bankruptcy); (b) a write-off of
obsolete inventory of approximately $125,000; and (c) a decrease of the
allowance for returns by approximately $116,000.
These adjustments do not have a significant effect on the Company's previously
reported quarterly earnings.