UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 29, 1998
ORALABS HOLDING CORP.
(Exact name of registrant as specified in its charter)
Colorado 000-23039 14-1623047
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation)
2901 South Tejon Street, Englewood, Co 80110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 783-9499
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ITEM 4. Change in Registrant's Certifying Accountant
(a) (1) Schumacher & Associates, Inc., the independent accounting firm
previously engaged as the Certifying Accountant to audit the
Registrant's financial statements was dismissed effective
December 29, 1998.
(2) None of the reports of Schumacher & Associates, Inc. for the past
two years contained any adverse opinion or disclaimer of opinion
or was qualified or modified as to uncertainty, audit scope, or
accounting principles.
(3) The decision to change accountants was recommended by the audit
committee of the Board of Directors and was approved by the Board
of Directors of the Registrant.
(4) During the Registrant's two most recent fiscal years and
subsequent interim period preceding the cessation of the
relationship with Schumacher & Associates, Inc., there were no
disagreements between the Registrant and Schumacher & Associates,
Inc. on any issue of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of Schumacher &
Associates, Inc. would have caused Schumacher & Associates, Inc.
to make reference to the subject matter of the disagreement or
disagreements in its report.
(b) Effective December 29, 1998, the registrant engaged Ehrhardt Keefe
Steiner & Hottman PC as its principal accountant to audit the
Registrant's financial statements. During the Registrant's two most
recent fiscal years and subsequent interim periods prior to the
engagement of Ehrhardt Keefe Steiner & Hottman PC, the Registrant did
not, nor did anyone on the registrant's behalf, consult Ehrhardt Keefe
Steiner & Hottman PC, the Registrant did not, nor did anyone on the
registrant's behalf, consult Ehrhardt Keefe Steiner & Hottman PC
regarding either (A) the application of accounting principles to a
specified completed or proposed transaction, or the type of audit
opinion that might be rendered on the Registrant's financial
statements as to which a written report or oral advice was provided to
the Registrant that Ehrhardt Keefe Steiner & Hottman PC concluded was
an important factor considered by the Registrant in reaching a
decision as to such accounting, auditing or financial reporting issue,
or (B) any matter that was the subject of a disagreement between the
Registrant and Schumacher & Associates, Inc. as defined in Item 304
(a)(1)(iv) of Regulation S-K or a reportable event as described in
Item 304(a)(1)(v).
(c) The Registrant has provided Schumacher & Associates, Inc. with a copy
of the disclosures it is making in this Form 8-K. The Registrant
requested that Schumacher & Associates, Inc., L.C. furnish the
Registrant with a letter addressed to the Securities and Exchange
Commission stating whether Schumacher & Associates, Inc. agrees with
the statements made by the Registrant herein and, if not, stating the
respects in which it does not agree. The letter subsequently furnished
by Schumacher & Associates, Inc. is included as Exhibit 16 to this
report.
Item 7. Exhibits.
Exhibit 16 Letter of Schumacher & Associates, Inc. regarding change in
certifying accountant.
<PAGE>
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.
Dated this 29th day of December 1998.
ORALABS HOLDING CORP.
/s/ Gary H. Schlatter
Exhibit 16
SCHUMACHER & ASSOCIATES, INC.
Certified Public Accountants
12835 East Arapahoe Road, Tower II, Suite 110-B
Englewood, CO 80112
(303) 792-2466 (FAX) (303) 792-2467
December 30, 1998
United States Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Oralabs, Inc.
Ladies and Gentlemen:
The undersigned Schumacher & Associates, Inc. previously acted as independent
accountants to audit the financial statements of Oralabs Holding Corp. ("the
Company"). We are no longer acting as independent accountants to the Company.
This letter will confirm that we have reviewed Item 4 of the Company's Form 8-K
dated December 29, 1998, captioned "Changes in Registrant's Certifying
Accountant" and that we agree with the statements made therein as they relate to
us.
We hereby consent to the filing of this letter as an exhibit to the foregoing
report on Form 8-K.
Dated this 30th day of December 1998.
Sincerely,
/s/ Schumacher & Associates, Inc.
Schumacher & Associates, Inc.
