SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    Form 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934


Date of Report (Date of earliest event reported) October 15, 2002

                              ORALABS HOLDING CORP
                              --------------------
             (Exact name of registrant as specified in its charter)


        Colorado                    000-23039                14-1623047
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    (State or other               (Commission           (I.R.S. Employer
     jurisdiction                File Number)          Identification No.)
   of incorporation)


      2901 South Tejon Street, Englewood, Colorado                 80110
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          (Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code     303-783-9499
                                                  ------------------------------


         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)






Item 5.           OTHER EVENTS

         On October 17, 2002, OraLabs Holding Corp. (the "Company") issued a
press release announcing that it received a notification letter from NASDAQ
dated October 15, 2002, stating that the Company has not maintained a minimum
market value of publicly-held shares ("MVPHS") of $1,000,000.00 as required for
continued inclusion by Marketplace Rule 4310(c)7 (the "Rule"). If compliance
with the Rule cannot be demonstrated by January 13, 2003, NASDAQ will provide
written notification that the Company's securities will be delisted, and at that
time, the Company may appeal the determination to a Listing Qualification Panel.
There can be no assurance that such an appeal would be successful. A copy of the
news release is attached hereto as Exhibit No. 99.1.

Item 7.           FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibit 99.1 Press Release dated October 17, 2002, is filed
herewith.



                                   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 hereunto duly authorized.



                                     ORALABS HOLDINGS CORP


                                     By:  /s/ Gary H. Schlatter
                                        -------------------------------
                                          Gary H. Schlatter, President

Dated: October 18, 2002




                                  EXHIBIT INDEX

Exhibit No.       Description

   99.1           Press Release issued by the Registrant dated October 17, 2002.