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.
1
<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.
2
<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
3