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) August 11, 2003

                              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
                                                  ------------------------------



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







Item 5.           OTHER EVENTS

         On August 13, 2003, OraLabs Holding Corp. (the "Company") issued a
press release announcing that it received a notification letter from NASDAQ
dated August 11, 2003, 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 November 10, 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.

         In addition, as previously reported and as discussed in the press
release, NASDAQ gave written notice to the Company on August 26, 2002 that the
Company did not maintain a minimum bid price of $1.00 as required by Market
Place Rule 4310 (c) (4). The 180-day period in which to demonstrate compliance
ended February 24, 2003 but was extended for an additional 180 days that now
expires on August 21, 2003. The Company's securities will then be subject to
delisting as of that date, and the Company intends to request an extension of
time and appeal the delisting so that the Company can implement a reverse share
split with a goal of retaining the listing. 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 August 13, 2003, 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: August 14, 2003









                                  EXHIBIT INDEX

Exhibit No.       Description
       99.1       Press Release issued by the Registrant dated August 13, 2003.