UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
|X| Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended: September 30, 2002
or
|_| Transition Report Pursuance to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from to
Commission File Number: 000-23039
ORALABS HOLDING CORP.
(Exact name of small business issuer as specified in its charter)
Colorado 14-1623047
------------------------------ -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2901 South Tejon, Englewood, Colorado 80110
--------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(303) 783-9499
-------------------------
(Issuer's telephone number)
---------------------------------------------
(Former name, former address and former fiscal
year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
|X| Yes |_| No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the
distribution of securities under a plan confirmed by a court.
|_| Yes |_| No
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of September 30, 2002 Issuer had 9,160,755 shares of common stock, $.001 Par
Value, outstanding. Transitional Small Business Disclosure Format (check one)
|_| Yes |X| No
Table of Contents
-----------------
Part I. Financial Information
Item 1. Financial Statements Page
----
Consolidated Balance Sheets as of September 30, 2002
(Unaudited) And December 31, 2001.................................2
Consolidated Statements of Operations Three Months
And Nine Months Ended September 30, 2002 and 2001
(Unaudited)........................................................3
Consolidated Statement of Stockholders' Equity from
December 31, 2001 Through September 30, 2002 (Unaudited)..........4
Consolidated Statements of Cash Flows, Nine Months Ended
September 30, 2002 and 2001 (Unaudited)..........................5
Notes to Consolidated Financial Statements......................6 - 8
Item 2. Management's Discussion and analysis of Financial Conditions
And Results of Operations..................................9 -10
Item 3. Controls and Procedures.........................................11
Part II. Other Information ..........................................12-17
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Balance Sheets
---------------------------
=======================================================================================================
September 30, December 31,
2002 2001
Unaudited
-------------------------------------------------------------------------------------------------------
Assets
Current Assets
Cash and cash equivalents $2,683,298 $2,273,838
Accounts receivable, net of allowance for doubtful accounts of
$110,735 and 184,169, respectively 1,665,569 1,937,625
Inventory 1,743,874 1,719,870
Deferred income taxes 223,780 223,780
Prepaid expenses 151,234 156,184
Deposits 296,411 298,807
---------- ----------
Total Current Assets 6,764,166 6,610,104
Property and equipment at cost, net 1,232,224 1,270,708
Long Term Deferred Taxes 44,993 44,993
Total Assets 8,041,383 7,925,805
========== ==========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable 316,535 645,567
Accrued liabilities 461,577 378,120
Reserve for Returns 392,814 425,597
Income taxes payable 104,180 182,227
---------- ----------
Total current liabilities 1,275,106 1,631,511
Long Term Liabilities 43,047
Total liabilities 1,318,153 1,631,511
---------- ----------
Commitments and contingencies
Stockholders' equity
Preferred stock, $.001 par value, 1,000,000 shares authorized; none
issued and outstanding
Common stock, $.001 par value; 25,000,000 shares authorized, 9,160,755
issued and outstanding at the end of both periods 9,160 9,160
Additional paid in capital 1,216,905 1,216,905
Retained Earnings 5,497,165 5,068,229
---------- ----------
Total stockholders' equity 6,723,230 6,294,294
---------- ----------
Total liabilities and stockholders' equity $8,041,383 $7,925,805
========== ==========
=======================================================================================================
See Notes to Consolidated Financial Statements
2
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Statements of Operations
Three Months and Nine Months ended September 30, 2002 and September 30, 2001
Unaudited
====================================================================================================
Three Months Ended Nine Months Ended
09/30/02 09/30/01 09/30/02 09/30/01
-----------------------------------------------=====================================================
Revenues:
Product sales $ 3,452,786 $ 3,499,435 $10,381,963 $11,373,947
----------- ----------- ----------- -----------
Total Revenues 3,452,786 3,499,435 10,381,963 11,373,947
----------- ----------- ----------- -----------
Cost of Sales 2,231,573 2,342,717 6,871,820 6,455,872
----------- ----------- ----------- -----------
Gross profit 1,221,213 1,156,718 3,510,143 4,918,075
----------- ----------- ----------- -----------
Operating Expenses:
Engineering 96,530 97,638 297,042 288,513
Selling and marketing costs 389,025 340,270 1,226,018 1,209,617
General and administrative 469,703 470,110 1,402,407 1,727,838
Other 1,805 633 20,567 16,123
----------- ----------- ----------- -----------
Total operating expenses 957,063 908,651 2,946,034 3,242,091
----------- ----------- ----------- -----------
Net Operating Income 264,150 248,067 564,109 1,675,984
Other Income (expense)
Interest and other income 17,082 24,459 65,142 850,684
----------- ----------- ----------- -----------
Total other income (expense) 17,082 24,459 65,142 850,684
----------- ----------- ----------- -----------
Net income before provision for income taxes 281,232 272,526 629,251 2,526,668
Provision for income taxes
Current 73,192 65,398 200,315 902,474
----------- ----------- ----------- -----------
Deferred --- --- --- ---
----------- ----------- ----------- -----------
Net Income $ 208,040 $ 207,128 $ 428,936 $1,624,194
=========== =========== =========== ===========
Basic income per common share $ .02 $ .02 $ .05 $ .18
=========== =========== =========== ===========
Weighted average shares outstanding 9,160,755 9,160,755 9,160,755 9,160,755
=========== =========== =========== ===========
Diluted income per share $ .02 $ .02 $ .05 $ .17
=========== =========== =========== ===========
Diluted weighted average shares outstanding 9,160,755 9,280,513 9,198,370 9,289,719
=========== =========== =========== ===========
====================================================================================================
See Notes to Consolidated Financial Statements
3
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
For the Nine months ended September 30, 2002
Unaudited
==========================================================================================================================
Addl.
Preferred Stock Common Stock Paid-In Retained
Shares Amount Shares Amount Capital Earnings Total
------------------------------ ---------- ---------- ---------- ----------- ---------- ---------- ----------
Balance at Dec. 31, 2001 9,160,755 $ 9,160 $1,216,905 $5,068,229 $6,294,294
Net Income 428,936 428,936
---------- ---------- ---------- ----------- ---------- ---------- ----------
Balance at September 30,
2002 9,160,755 $ 9,160 $1,216,905 $5,497,165 $6,723,230
==========================================================================================================================
See Notes to Consolidated Financial Statements
4
ORALABS HOLDING CORP AND SUBSIDIARIES
Consolidated Statements of Cash Flow For
the Nine months ended September 30, 2002 and 2001
Unaudited
================================================================================================================
Nine
Months Ended September 30
2002 2001
----------------------------------------------------------------------------------------------------------------
Cash flows from operating activities
------------------------------------
Net Income $ 428,936 $1,624,194
---------- ----------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Depreciation 317,019 230,993
Deferred Taxes 8,546
Changes in assets and liabilities:
Other current assets 7,346 ( 90,038)
Accounts receivable 272,056 324,819
Prepaid taxes ( 33,979)
Inventory ( 24,004) (129,457)
Accounts payable (329,032) (971,659)
Accrued expenses 83,457 ( 39,939)
Reserve for returns ( 32,783) 47,633
Income taxes payable ( 78,047) (445,568)
---------- ----------
Net cash (used in) provided by operating activities 644,948 525,545
---------- ----------
Cash from investing activities
Investment in property and equipment (231,344) (525,690)
Deposit 51,711
---------- ----------
Net Cash (used in) investing activities (231,344) (473,979)
---------- ----------
Cash flows from financing activities
Payments on Long Term Debt (4,144) 0
---------- ----------
Net cash (used in) provided by financing activities (4,144) 0
---------- ----------
Net Increase (decrease) in cash and cash equivalents 409,460 51,566
Cash and cash equivalents, beginning of the period 2,273,838 2,098,872
---------- ----------
Cash and cash equivalents, end of the period $2,683,298 $2,150,438
========== ==========
Supplemental disclosures of cash flow information:
Cash paid for income taxes was $278,362 (for 2002) and $1,083,100 (2001)
During the second quarter 2002, the Company obtained a vehicle through a
capitalized lease in the amount of $49,722.
===============================================================================================================
See Notes to Consolidated Financial Statements
5
ORALABS HOLDING CORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
Note 1 - Organization and Summary of Significant Accounting Policies
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. This report should, therefore, be read in
conjunction with the Annual Report on Form 10-KSB for the year ended December
31, 2001 (the "2001 Form 10-KSB") of Oralabs Holding Corp. and Subsidiaries (the
"Company").
The information included in this report is unaudited but reflects all
adjustments which, in the opinion of management, are necessary to a fair
statement of the results of the interim periods covered thereby. All adjustments
are of a normal and recurring nature except as described herein.
Note 2 - Property and Equipment
Property and equipment consisted of the following:
Machinery and equipment:
------------------------
===================================================================
September 30, 2002
-------------------------------------------------------------------
Machinery and equipment $1,705,596
Leasehold Improvements 682,026
----------
2,387,622
----------
Less accumulated depreciation (1,155,398)
----------
$1,232,224
==========
Note 3 - Line-of-Credit
The Company has a line-of-credit agreement with a bank in the amount of
$1,000,000, which expires May 2003. As of September 30, 2002, the Company had
available the entire $1,000,000 unused line-of-credit. The line-of-credit is
collateralized by a first lien on all of the Company's business assets.
Note 4 - Reserve for Returns and Allowances
The Company reserves 2.75% of revenues for returns and allowances of their
product. The reserve is recorded as a reduction of revenues and as a liability
on the balance sheet. The amount recorded as a liability on the balance sheet at
September 30, 2002 and September 30, 2001 is $392,814 and $521,372 respectively.
6
6
ORALABS HOLDING CORP AND SUBSIDIARIES
Note 5- Earnings Per Share
The following is a reconciliation of the numerators and denominators of the
basic and diluted earnings per share (EPS) computations:
For the Three Months Ended September 30, 2002
======================================================================================================
Income Shares
(Numerator) (Denominator) Per Share Amt
------------------------------------------------------------------------------------------------------
Net Income $ 208,040
Basic EPS
Weighted average beginning shares outstanding 9,160,755
--------- ---------
Income available to stockholders $ 208,040 9,160,755 $ .02
==========
Effect of Dilutive Common Stock Options
Diluted EPS
--------- --------- ----------
Income available to common stockholders
Plus assumed conversions $ 208,040 9,160,755 $ .02
========= ========= ==========
======================================================================================================
For the Three Months Ended September 30, 2001
======================================================================================================
Income Shares
(Numerator) (Denominator)
Per Share Amt
------------------------------------------------------------------------------------------------------
Net Income $ 207,128
Basic EPS
Weighted average beginning shares outstanding 9,160,755
--------- ---------
Income available to stockholders $ 207,128 9,160,755 $ .02
=========
Effect of Dilutive Common Stock Options 119,758
Diluted EPS
--------- --------- ---------
Income available to common stockholders
Plus assumed conversions $ 207,128 9,280,513 $ .02
========= ========= =========
=====================================================================================================
7
ORALABS HOLDING CORP AND SUBSIDIARIES
For the Nine Months Ended September 30, 2002
======================================================================================================
Income Shares
(Numerator) (Denominator) Per Share Amt
------------------------------------------------------------------------------------------------------
Net Income $ 428,936
Basic EPS
Weighted average beginning shares outstanding 9,160,755
---------- ---------
Income available to stockholders $ 428,936 9,160,755 $ .05
==========
Effect of Dilutive Common Stock Options 37,615
Diluted EPS
---------- --------- ----------
Income available to common stockholders
Plus assumed conversions $ 428,936 9,198,370 $ .05
========== ========= ==========
======================================================================================================
For the Nine Months Ended September 30, 2001
======================================================================================================
Income Shares
(Numerator) (Denominator) Per Share Amt
------------------------------------------------------------------------------------------------------
Net Income $1,624,194
Basic EPS
Weighted average beginning shares outstanding 9,160,755
--------- ---------
Income available to stockholders $1,624,194 9,160,755 $ .18
=========
Effect of Dilutive Common Stock Options 128,964
Diluted EPS
--------- --------- ---------
Income available to common stockholders
Plus assumed conversions $1,624,194 9,289,719 $ .17
========= ========= =========
======================================================================================================
8
ORALABS HOLDING CORP AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Special Note on Forward-Looking Statements
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, provide a safe harbor for certain
forward-looking statements. This quarterly report contains statements that are
forward-looking. Forward looking statements include those which are not
historical facts, including without limitation statements about management's
expectations for any period beyond the fiscal quarter ended September 30, 2002 .
Words such as "expect", "anticipate", "believe", "intend" and "estimate" and
similar expressions are examples of words which identify forward looking
statements. While these statements reflect the Company's beliefs as of the date
of this report, they are subject to assumptions, uncertainties and risks that
could cause actual results to differ materially and adversely from the results
contemplated, forecast or estimated in the forward-looking statements included
in this report. These factors include, but are not necessarily limited to, the
impact of competitive products, the acceptance of new products or product lines
in the marketplace, the Company's ability to manage growth, the availability of
an adequate workforce and changes in market conditions.
Results of Operations. For the three month period ending September 30, 2002 as
compared with the three month period ending September 30, 2001 .
Product sales decreased $46,649 or 1%. Please refer to the Trends section for a
detailed explanation.
Gross profit increased $64,495. As a percentage of sales gross profit increased
from 33% to 35%. The cost of materials went down as a percentage of sales due to
a slightly more profitable mix of products being sold in the third quarter of
2002.
Selling and marketing increased $48,755. This can be attributed to a combination
of modest increases in several areas, consisting of increased staffing, higher
outside broker commissions, higher trade show expense and increased inside sales
commissions.
Net income increased by $912 or less than 1% as explained by the above
activities. As a percentage of sales, net operating income, which excludes
Interest, Other Income and Income taxes, increased from 7% to 8%.
Results of Operations. For the nine month period ending September 30, 2002 as
compared with the nine month period ending September 30, 2001 .
Product sales decreased $991,984 or 10%. Please refer to the Trends section for
a detailed explanation.
Gross profit decreased $1,407,931. As a percentage of sales gross profit
decreased from 43% to 34%. Although the three month period showed an increase in
gross profit the decrease for the nine month period is as was stated in the June
30, 2002 10-QSB due to three major factors. First, second quarter sales were
heavily concentrated in deep discount retailers that require low selling prices
and more costly packaging. Secondly, revenues from Kmart Corporation have not
increased much since its January bankruptcy; therefore, related promotional
costs have had a negative impact on gross profit. Additionally, as a way to
remain competitive in the marketplace, the Company has provided value added
products for lip balm while maintaining prices to its mass retail customers.
General and administrative expenses decreased approximately $325,431. The Board
granted a bonus to the President of the Company in the amount of $350,000 in the
second quarter of year 2001, and no bonus was granted in the second quarter of
year 2002.
Interest and Other Income decreased $785,542. This was almost entirely due to
the one-time transaction in the first quarter of 2001 in which the Company sold
its entire minority interest in a company.
Net income decreased by $1,195,258 or 74 % as explained by the above activities.
As a percentage of sales net operating income, which excludes Interest, Other
Income and Income taxes, decreased from 15% to 5%.
9
Liquidity and Capital Resources. Balance Sheet as of September 30, 2002 compared
to December 31, 2001.
At September 30, 2002, the Company had $2,683,298 of cash and its current ratio
was approximately 5 to 1. The Company believes its current capital resources are
sufficient to fund operations for the next twelve months.
The Company generated $644,948 of cash flows from operating activities for the
nine months ended September 30, 2002 versus $525,545 for the nine months ended
September 30, 2001. Also investment in property and equipment was significantly
less with $231,344 for the nine months ended September 30, 2002 versus $525,690
for the nine months ended September 30, 2001.
Accounts receivable decreased $272,056. Reduced sales and write downs of aged
receivables significantly contributed to the decrease in accounts receivable.
Accounts payable decreased $329,032. This is substantially due to the timing of
invoices and payments to high volume vendors, which had the effect of the
Company holding larger balances at the end of 2001 as compared to the end of
third quarter 2002 on its Trade payables.
Accrued liabilities increased $83,457. This can be substantially attributed to
payroll earned in the third quarter to be paid in the fourth quarter of 2002.
Income taxes payable decreased $78,047. This decrease reflects tax payments made
in excess of tax liabilities.
Retained earnings increased $428,936 as a result of net income.
Trends. Lip balm revenues declined to $8,195,118 in the first nine months of
2002 as compared to $8,590,073 in the first nine months of 2001, or a 5%
decrease. The Company believes that updated packaging and anticipated expanded
distribution to existing customers will help the Company keep pace with the
approximately $3,200,000 in lip balm revenues of fourth quarter 2001 and
possibly result in growth in this category in the fourth quarter of year 2002.
Additionally, the Company anticipates gross profit should increase in the fourth
quarter as it did in the third quarter with cost reduction efficiencies related
to expected higher volumes and a more profitable product mix.
Sales of sour drops and breath fresheners were $1,852,210 in the first nine
months of 2002 as compared to $2,052,468 in the first nine months of 2001, or a
15% decrease. Although the percentage decrease was less than the 37% decrease
applicable to the first two quarters of 2002 compared to the same period in
2001, this category remains difficult to predict. There continues to be a
significant amount of competitive pressure in the sour and breath products
category. The popularity of our established brands is being challenged, making
it difficult for the Company to estimate revenues for the remainder of this
year.
The nutritional supplements, on a relatively smaller scale, showed decline in
revenue. Revenues were $434,632 in the first nine months of 2002 as compared to
$821,336 in the first nine months of 2001, or a 47% decrease. Cheat & Lean(R)
and 5-HTP continue to produce steady revenue. As stated in the June 30, 2002
10-QSB, "The other brands, Glucosamine + MSM, MSM, and Breast Plus(TM), have not
produced significant revenue and the future of these brands is uncertain. As is
the case with our sour drops and breath fresheners, with additional pressure
from competitors it is difficult for the Company to estimate revenues for the
remainder of this year."
Impact of Inflation. The Company's financial condition has not been affected by
the modest inflation of the recent past. The Company believes that revenues will
not be materially affected by inflation. The Company's lip care and oral care
products are primarily very low retail price points and impulse items. The
nutritional supplements are a small part (approximately 4%) of revenues and
could be negatively impacted by inflation.
10
Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. The Company's Chief Executive
Officer and its Chief Financial Officer, after evaluating the effectiveness of
the Company's disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c) as of a date within 90 days
of the filing date of this quarterly report on Form 10-QSB (the "Evaluation
Date")), have concluded that as of the Evaluation Date, the Company's disclosure
controls and procedures were adequate and effective to ensure that material
information relating to the Company and its consolidated subsidiaries would be
made known to them by others within those entities, particularly during the
period in which this quarterly report on Form 10-QSB was being prepared.
Changes in Internal Controls. There were no significant changes in the Company's
internal controls or in other factors that could significantly affect the
Company's disclosure controls and procedures subsequent to the Evaluation Date,
nor any significant deficiencies or material weaknesses in such disclosure
controls and procedures requiring corrective actions. As a result, no corrective
actions were taken.
11
PART II - OTHER INFORMATION
Item No. 1. Legal Proceedings. The Company is not a party to any material
pending legal proceedings to which either it or its subsidiary is
a party or to which any of its property is subject.
Item No. 2. Changes in Securities. None.
Item No. 3. Defaults Upon Senior Securities. None.
Item No. 4. Submission of Matters to a Vote of Security Holders. None
Item No. 5. Other Information. None.
Item No. 6. Exhibits and Reports on Form 8-K.
(a) Exhibits required to be filed are listed below: Certain of the following
exhibits are hereby incorporated by reference pursuant to Rule 12(b)-32 as
promulgated under the Securities and Exchange Act of 1934, as amended, from
the reports noted below:
Exhibit
No. Description
------- -----------
4(1) Specimen Certificate for Common Stock 10.1(1) 1997 Stock Plan
10.2(1) 1997 Non-Employee Directors' Option Plan
10.3(2) Amended and Restated Employment Agreement Between the Company's
Subsidiary and Gary Schlatter
10.4(1) Form of Stock Option Grant under 1997 Non-Employee Directors'
Option Plan
10.5(i)(5) Business Lease Between the Company's Subsidiary and Gary
Schlatter (September 1, 2000)
10.5(ii)(6) Amended Business Lease Between the Company's Subsidiary and 2780
South Raritan, LLC effective October 15, 2000.
10.6(3) Agreement between the Company, Creative Business LLC and Allen R.
Goldstone dated August 24, 1999, as amended
10.9(4) Agreement (effective May 1, 2000 amending the Employment
Agreement listed above as Exhibit 10.3)
11 No statement re: computation of per share earnings is
required since such computation can be clearly
determined from the material contained in this Report on Form
10-QSB
99.1(7) Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by
Gary H Schlatter
99.2(7) Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by
Emile Jordan
1 Incorporated herein by reference to the Company's Form 10-K filed for
fiscal year 1997.
2 Incorporated herein by reference to Exhibit B of the Form 8-K filed by the
Company's predecessor, SSI Capital Corp., on May 14, 1997.
3 Incorporated herein by reference to the Company's Form 10-KSB filed for
fiscal year 1999.
4 Incorporated herein by reference to the Company's Form 10-QSB filed for the
quarter ended March 31, 2000.
5 Incorporated herein by reference to the Company's Form 10-QSB filed for the
quarter ended September 30, 2000.
6 Incorporated herein by reference to the Company's Form 10-KSB filed for
fiscal year 2000.
7 Filed herewith.
(b) There was one report on Form 8-K filed during the quarter reported upon in
this report. The Form 8-K was filed on August 28, 2002 and concerned a
notification from NASDAQ that the Company was not in compliance with
NASDAQ's rule 4310 (c) (4) that requires a minimum bid price of $1.00 for
its listed shares. The Company until February 24, 2003 to regain
compliance, as more fully described in the Form 8-K. 12
12
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 thereunto duly authorized.
ORALABS HOLDING CORP.
By: /s/ Gary Schlatter
---------------------------------------------
Gary Schlatter, President
By: /s/ Emile Jordan
---------------------------------------------
Emile Jordan, Chief Financial Officer,
Chief Operating Officer
DATED: November 19, 2002
CERTIFICATIONS
I, Gary H. Schlatter/Emile R. Jordan certify that:
1. I have reviewed this quarterly report on Form 10-QSB of OraLabs Holding
Corp.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Acts Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 19, 2002 /s/ Gary H. Schlatter
President
/s/ Emile R. Jordan
Chief Financial Officer
13
Exhibit Index
Exhibit
No. Description
------- -----------
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Gary H
Schlatter
99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Emile
Jordan
14
EXHIBIT 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of OraLabs Holding Corp. (the "Company")
on Form 10-QSB for the period ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report") I, Gary H.
Schlatter, Chief Executive Officer of the Company, certify, pursuant to 18 USC
SS. 1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that
to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ Gary H. Schlatter
------------------------------------------
Gary H. Schlatter, Chief Executive Officer
Dated 11/19/02
15
EXHIBIT 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of OraLabs Holding Corp. (the "Company")
on Form 10-QSB for the period ending September 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report") I, Emile
Jordan, Chief Financial Officer of the Company, certify, pursuant to 18 USC SS.
1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that to
the best of my knowledge and belief:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ Emile Jordan
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Emile Jordan, Chief Financial Officer
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