UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check one): |X| Form 10-KSB  |_| Form 20-K  |_| Form 10-QSB  |_| Form N-SAR

     For Period Ended: December 31, 2005
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     |_| 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.

      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

18685 E Plaza Drive
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Address of Principal Executive office (Street and Number)

Parker, CO  80134
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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
|X| | (b) The subject annual report,  semi-annual  report,  transition report on
    |     Form 10-KSB,  Form 20-F, Form 11-K or Form N-SAR, or portion  thereof,
    |     will be filed on or before the  fifteenth  calendar day  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-KSB, 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-KSB, the
report on Form 10-KSB could not be timely filed without unreasonable effort or
expense. The Registrant believes that the Form 10-KSB 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
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         (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 |X|  No |_|

     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.
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                  (Name of Registrant as Specified in Charter)

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

Date  April 3, 2006                                   By /s/ Gary H. Schlatter
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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.


____________________________________ATTENTION___________________________________

   Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).
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                            ATTACHMENT TO FORM 12b-25

     (In this attachment,  the numbers stated for 2005 are  preliminary,  as the
     year-end audit is not completed)

Revenues in 2005 were $13,716,494 compared to 2004 revenues of $13,130,579 (a
difference of $585,915 or 4%). This increase in revenue was primarily a result
of increased sales to major customers, as well as a large sale to a new
customer.

Net Income is currently subject to finalization.


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