SSI CAPITAL CORP
10-Q/A, 1997-11-12
NON-OPERATING ESTABLISHMENTS
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                 FORM 10-Q Quarterly Report Under Section 13 or
                  15(d) of the Securities Exchange Act of 1934

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

                                   FORM 10-Q/A

[X]     Quarterly Report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934.

         For the period ended    June 30, 1997
                                 -------------
 
                                       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       0-12893
 ------------------------------------


             SSI CAPITAL CORP. (Now known as OraLabs Holding Corp.)
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                  New York                                  14-1623047
- --------------------------------------------------------------------------------
         (State or other jurisdiction of                   (I.R.S. Employer
           incorporation or organization)                 Identification No.)


       2901 S. Tejon, Englewood, Colorado                      80110
- --------------------------------------------------------------------------------
     (Address of principal executive offices)                (Zip Code)


                                  (303)783-9499
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


Former Address: 150 Vanderbilt Motor Parkway, Hauppauge, New York 11788
- --------------------------------------------------------------------------------

Former Fiscal Year End: November 30
- --------------------------------------------------------------------------------
         (Former name, former address and former fiscal year, if changed
                              since last report.)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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:

     Indicate by check mark whether the  registrant  has filed all documents and
reports  required  to be filed by  Sections  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

                     [   ]    Yes              [  ]      No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
As of June 30, 1997, Registrant had 18,246,940 shares of common stock, $.001 Par
Value, outstanding.




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<PAGE>

                                     ITEM 2
                                     ------
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

Termination of Status as Sub-S Corporation.
- -------------------------------------------

     The filing of this  quarterly  report is the first  periodic  report  being
filed by the Company which  reflects the  consolidation  of the Company with its
wholly-owned  subsidiary,  OraLabs, Inc. (the "Subsidiary").  This structure was
created as a result of the merger between the Company and the  Subsidiary  which
closed  on May 1,  1997,  and which was  reported  upon in Forms 8-K  previously
filed.  Until the closing of the merger, the Subsidiary was a Sub-S Corporation,
which was changed to a regular C Corporation  effective  with the closing of the
merger  on May 1,  1997.  This  change  has an impact  in  various  parts of the
financial   statements,   including:   (i)  distributions   previously  made  to
shareholders of the Sub-S  Corporation are  recharacterized  as dividends in the
consolidated  financial  statements,  (ii) there was no accrual for income taxes
while the  Subsidiary  was a Sub-S  Corporation  (as  income  is passed  for tax
purposes  directly  to the  shareholders);  and  (iii) the  reclassification  of
undistributed  Sub-S  Corporation  earnings  during the  periods  covered by the
financial statements.




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<PAGE>


                           PART II - OTHER INFORMATION

Item No. 5. The sole purposes of this amendment are to delete a box on the cover
page  which  was  incorrectly  checked  by  typographical  error in the Form 10Q
originally  filed, and to correct  typographical  errors in one paragraph of the
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operation.

                                   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.


                                    SSI CAPITAL CORP. (Now known as
                                    OraLabs Holding Corp.)



                                    By:  /s/ Gary Schlatter
                                         Gary Schlatter, President

                                    By:  /s/ Emile Jordan
                                         Emile Jordan, Chief Financial Officer

Dated: November 11, 1997



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