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      Form 10-QSB       Form N-SAR

                For Period Ended:      September 30, 2002

                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:

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  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


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)

          (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
               thereof, will be filed on or before the fifteenth calendar day
X              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
         (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   ___        No   _X_

     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.
                  (Name of Registrant as Specified in Charter)

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

Date  November 14, 2002                                By /s/ Gary H. Schlatter

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.