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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Second Amendment
FORM 8-K/A
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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):
December 20, 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)
(Registrant's telephone number, including area code) (303) 783-9499
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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))
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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 registered public accounting firm effective immediately. On November
17, 2005, the Company appointed GHP Horwath, P.C. as the Company's new
independent registered public accounting firm. EKS&H's reports on the Company's
consolidated financial statements for the years ended December 31, 2004 and
December 31, 2003 did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principles. The decision to retain GHP Horwath, P.C. was recommended and
approved by the Company's audit committee and Board of Directors.
During the years ended December 31, 2004 and 2003, and the subsequent interim
periods preceding EKS&H's resignation, there were no 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 reports.
For the year ended December 31, 2003 management in consultation with EKS&H did
report that it had reportable conditions that related to accounts receivable
processing, inventory accounting, timely accounting reconciliations, lack of
qualified accounting personnel due to turnover and operational requirements. For
the year ended December 31, 2004 and subsequent interim periods in 2005, EKS&H
advised the Company of a material weakness relating to the controls over the
inventory process and reportable conditions relating to financial reporting and
lack of oversight over the accounting process. The Company authorized EKS&H to
respond fully to the inquiries of GHP Horwath, P.C. concerning the subject
matter of the material weakness and each reportable event.
The material weakness and other reportable conditions which existed in 2003,
2004 and subsequent interim periods of 2005 as discussed above, have been
addressed by management in Item 3 to the Company's Form 10-QSB for the three and
nine months ended September 30, 2005.
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.
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: December 29, 2005
EXHIBIT INDEX
Exhibit No. Description
16.1 Letter of Ehrhardt Keefe Steiner & Hottman, P.C.
regarding change in certifying accountant.