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Mr. Jeffrey Gordon
Staff Accountant
December 14, 2005

[LOGO]                      OraLabs, Inc              Phone (303) 783-9499
                            18685 East Plaza Drive    FAX (303) 783-0457
                            Parker, CO  80134         www.oralabs.com

December 14, 2005

Mr. Jeffrey Gordon
Staff Accountant

Securities and Exchange Commission
Washington, D.C.  20549-7010

RE:      FORM 8-K ITEM 4.01 FILED NOVEMBER 18, 2005
         FILE # 0-23039

Dear Mr. Gordon:

This letter contains our responses to the letter of the Staff dated November 18,
2005  furnishing  the comments of the Securities  and Exchange  Commission  (the
"Commission")  on the Form 8-K Item 4.01 filed by  OraLabs  Holding  Corp.  (the
"Company" or "OraLabs"). The numbered comments and responses below correspond to
the numbered paragraphs of such comment letter.

                            FORM 8-K FILED 11/18/2005

1.   Your current  disclosure refers to your former  accountant's  report on the
     financial  statements  for the fiscal  years  ended  December  31, 2004 and
     December 31, 2003. Item 304(a)(1)(ii) of Regulation S-B requires disclosure
     concerning the accountant's  reports for the past two years, which would be
     the reports for the financial  statements  for the years ended December 31,
     2003 and 2002. Please change report to reports.

We will amend our Form 8-K to change the language from "report" to "reports".

2.   Please  amend your Form 8-K to provide  the  information  required  by Item
     304(a)(1)(iv)(B)-(E)  of Regulation  S-B,  regarding any  reportable  event
     (i.e.  internal control weakness,  etc.) that the former accountant advised
     the  company  of during the two most  recent  fiscal  years and  subsequent
     interim period through the date of termination.

As required by Item 304  (a)(1)(iv)(B)-(E) we will amend our Form 8-K to address
the only material  weakness  communicated  by our former  accountant to OraLabs,
relating to controls over the inventory process.

3.   In detail,  please  describe  the nature of each  reportable  event and the
     amounts involved, if any. Also, tell us in what period the reportable event
     occurred  and whether or not you  restated (or intend to restate) any prior
     period for any adjustment  resulting from the reportable event; and if not,
     why not.  Tell us in detail  the steps you have taken (or plan to take) and
     procedures  you   implemented  (or  plan  to  implement)  to  correct  each
     reportable event.
<PAGE>

Mr. Jeffrey Gordon
Staff Accountant
December 14, 2005
Page 2

The only material  weakness  reported by our former  accountant  occurred in the
fourth quarter of 2004 and related to inventory valuation. The material weakness
was the result of problems  incurred due to the installation of new Company-wide
accounting  software  during  December  2004.  Therefore,  no prior  period  was
affected.  The resulting audit adjustment  recorded during the fourth quarter of
2004 amounted to $121,155 or 3% of the total  inventory  recorded on the balance
sheet.

In order to  address  this  material  weakness,  the  primary  objective  of the
Company's Inventory Control Program during 2005 has been to continuously develop
and  implement  systems by which the stated  on-hand  inventory  levels are both
controllable and predictable.  This critical objective is being achieved through
the utilization of quarterly  physical  inventories,  regularly  scheduled cycle
counts,  data  processing  auditing and Kanban system  utilization.  The Company
believes the staff in place is capable of carrying out this objective by the end
of this year.

As you did not request us to amend our Form 8-K in response to this comment,  we
do not intend to do so.

4.   Please  provide us with a schedule of your  fiscal year end fourth  quarter
     adjustments to close the books, or adjustments  recorded in connection with
     or  as a  result  of  the  audit.  Clearly  explain  the  reason  for  each
     adjustment.  For each  adjustment,  show us the impact on pre-tax net loss.
     Quantify the net effect of all  adjustments  on pre-tax net income  (loss).
     Also, tell us why none of the adjustments  relate to prior period.  Explain
     in detail why you believe the timing of each adjustment is appropriate.

 ACCOUNT                                       DEBIT        CREDIT
 -------                                     --------       -------
 Bad debt expense                            $38,285
 Investments- Ol Do Brasil                                  $38,285

Adjustment  to write  off of  expenses  incurred  during  2004  for a  potential
investment. The decision to write off this investment was made during the fourth
quarter of 2004.

Accounts Receivable                           $45,638
Accounts Receivable                            64,592
Accounts Payable-accrued                                    $45,638
Accounts Payable-accrued                                     64,592

Balance  sheet  reclassification  of  accounts  receivable  credit  balances  to
accounts payable. This adjustment has no effect on the Company's profit or loss.

Inventory- WIP                                $32,886
Inventory- RAW                                 88,269
Cost of Materials                                          $121,155

To adjust inventory costing for December 31, 2004 physical  inventory  resulting
from  installation of new accounting  software system in December 2004. Refer to
response #3 above for discussion of prior period consideration.

Obsolete Inventory expense                    $10,823
Inventory- RAW                                              $10,823

Adjustment to write-off obsolete inventory at December 31, 2004. This adjustment
represents approximately one-tenth of one percent of total inventory recorded on
the balance sheet at December 31, 2004.

Capital Gain/(Loss)                           $11,324
Depreciation- Admin                                         $11,324

Adjustment  to properly  record a 2004 fixed asset  retirement,  which  occurred
during the fourth quarter of 2004.
<PAGE>

Mr. Jeffrey Gordon
Staff Accountant
December 14, 2005
Page 3

The pre-tax income impact of these adjustments was to reduce loss by $60,723 (7%
of pre-tax net loss). Management of the Company believes that the timing of each
adjustment  noted  above is  appropriate  based on the  reasons  noted  for each
adjustment.

5.   Provide us with any letter or written  communication to and from the former
     accountants  regarding any disagreements or reportable events to management
     or the Audit Committee.

Refer to Exhibits A and B to this  response  for letters  dated May 25, 2005 and
April 15, 2005 to OraLabs from EKS&H. These are the only written  communications
OraLabs received from EKS&H regarding any material weaknesses.  Please note that
these letters only identify one material weakness,  while the remaining items in
these letters are  reportable  conditions and  management  recommendations.  The
letter dated April 15, 2005 was received  electronically  and we cannot locate a
signed copy.

6.   To the  extent  that you make  changes  to the Form 8-K to comply  with our
     comments,  please  obtain and file and  updated  Exhibit 16 letter from the
     former   accountants   stating  whether  the  accountant  agrees  with  the
     statements made in your revised Form 8-K.

<PAGE>
Mr. Jeffrey Gordon
Staff Accountant
December 14, 2005
Page 4

We will  obtain an updated  letter  from our former  accountants  and file it as
required by Form 8-K.

                FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004

7.   You currently disclose that the chief executive officer and chief financial
     officer have  concluded  that your  disclosure  controls and procedures are
     effective,  except as provided above. Given the exception noted, it remains
     unclear  whether  your chief  executive  officer  and your chief  financial
     officer have  concluded  that your  disclosure  controls and procedures are
     effective. Please revise your disclosure to state, in clear and unqualified
     language,  the conclusions  reached by your chief executive officer and you
     chief financial  officer on the  effectiveness of your disclosure  controls
     and procedures.  Please confirm if your chief  executive  officer and chief
     financial  officer  have  concluded  that  your  disclosure   controls  and
     procedures  were effective as of December 31, 2004.  Otherwise,  you should
     amend your Form 10-KSB to disclose that given the identified  matter,  your
     disclosure  controls and procedures  are not  effective.  Please also amend
     your 2005 Forms 10-QSB to state,  in clear and unqualified  language,  that
     your  disclosure  controls  and  procedures  are  either  effective  or not
     effective.

We will amend our 2005 Forms  10-QSB as well as our  December 31, 2004 10-KSB to
state that our disclosure controls and procedures are effective.

The  Company  believes  that  it has  fully  responded  to the  comments  of the
Commission. If the Commission has any questions or further comments, the Company
respectfully  requests  that such comments be directed to the  undersigned.  The
undersigned  would welcome the opportunity to discuss such questions or comments
(or discuss  further any of the  Company's  responses) in advance of any written
response of the Commission.

In connection with responding to our comments, the Company acknowledges that:

     o    The  Company is  responsible  for the  adequacy  and  accuracy  of the
          disclosure in the filing;
     o    Staff  comments or changes to disclosure in response to staff comments
          do not foreclose the Commission from taking any action with respect to
          the filing; and
     o    The  Company  may  not  assert  staff  comments  as a  defense  in any
          proceeding initiated by the Commission or any person under the federal
          securities laws of the United States.

                                               Very truly yours,

                                               /s/ Gary Schlatter
                                               ------------------------
                                               Gary Schlatter
                                               President
                                               OraLabs Holding Corp.

<PAGE>

                               EXHIBIT A- ATTACHED

<PAGE>

EKS&H

Ehrhardt, Keefe, Steiner & Hottman PC

May 25, 2005

To the Board of Directors
OraLabs Holding Corp. and Subsidiaries
Parker, Colorado

We have audited the  consolidated  balance sheet of OraLabs  Holding  Corp.  and
Subsidiaries (the Company) as of December 31, 2004 and the related  consolidated
statements  of  operations,  stockholders'  equity  and cash flows for the years
ended  December 31, 2004 and 2003 and have issued our report thereon dated April
8, 2005. In planning and  performing our audit of the financial  statements,  we
considered  its internal  control  structure in order to determine  our auditing
procedures for the purpose of expressing our opinion on the financial statements
and not to provide  assurance  on the  internal  control  structure.  During the
audit, we noted certain matters we believe merit management's consideration.

Reportable  conditions  involve  matters  coming to our  attention  relating  to
significant  deficiencies  in the design of operation  of the  internal  control
structure that, in our judgment, could adversely affect the Company's ability to
record,  process,  summarize  and  report  financial  data  consistent  with the
assertions of management in the financial  statements.  A material weakness is a
reportable  condition  in which the  design or  operation  of one or more of the
internal  control  structure  elements does not reduce to a relatively low level
the risk that  errors or fraud in amounts  that would be material in relation to
the financial  statements  being audited may occur and not be detected  within a
timely  period by employees in the normal course of  performing  their  assigned
functions.

MATERIAL WEAKNESS

Our audit  disclosed  the  following  condition,  which we believe is a material
weaknesses in the design or operation of the internal control of OraLabs Holding
Corp.

INVENTORY

Consistent  with prior years,  we observed that there is still a weakness in the
controls over the inventory  processes.  During our initial audit  procedures on
the inventory detail, we noted that the costing of the inventory  appeared to be
incorrect and noted that there was no review of the inventory  costing before it
was  provided  to us.  After  further  review,  it was noted that the system was
pricing out the inventory incorrectly and the Company was forced to go through a
manual  process to correct the  costing.  EKSH and the Company  attributed  this
issue to the Company  implementing a new system at the end of 2004 combined with
a lack of oversight and review over the process and detail.
<PAGE>

Additionally,  during our SAS 99 review and interviews it was observed that many
of the manufacturing  related staff tend to have low moral and don't always like
the way  they are  treated  and  have  noted  high  turnover  in the  managerial
positions that oversee the manufacturing and inventory process.

A material  weakness is a condition  that  precludes the Company from  providing
reasonable assurance that material misstatement in the financial statements will
be prevented or detected on a timely basis.

REPORTABLE CONDITIONS

Our audit  disclosed the following  conditions,  which we believe are reportable
conditions in the design or operation of the internal control of OraLabs Holding
Corp.

FINANCIAL REPORTING

During our audit, we noted lack of experience and knowledge necessary to prepare
financial  statements and SEC reports  consistent with the required GAAP and SEC
rules.  Drafts of the financials  are presented  without  internal  review which
requires numerous  corrections and suggestions from the audit team. We recommend
that the Company seek out training and  additional  expertise to ensure that the
Company  continues  to be  compliant  with  all of the  current  accounting  and
reporting requirements.

OVERSIGHT

During our SAS 99 review and interviews  with all accounting  related staff,  we
noted  that  there  is  little  to no  oversight  over  most  of the  accounting
processes.  Management  believes  there is  oversight,  but when we discuss this
processes with the accounting  staff, it does not appear that these controls are
operating  effectively.  It was apparent  through our  interviews  and the audit
process  that  the  CFO's  responsibilities  as  they  relate  to the  financial
reporting and  accounting  processes  have been reduced  drastically,  which has
reduced the oversight at this level.

ACCOUNTS RECEIVABLE (PRIOR YEAR UPDATE)

Accounts  receivable appears to be improving,  the detail appears to be cleaning
up and from  discussions  with the Company's CEO, they are improving their sales
agreements to eliminate  the option of the customers  being able to pay invoices
short and send  inventory  back without a good  reason.  Although the process is
slow,  it appears that it is helping to start  correct the  accounts  receivable
issues that have been apparent in the past.

MANAGEMENT RECOMMENDATIONS

During our audit, we identified the following  conditions,  which we believe are
weaknesses  in  the  Company's  internal  controls  and  processes  and  warrant
management's attention.

<PAGE>

CASH

During our SAS 99 review and interviews regarding we cash we noted the following
weaknesses  in the  internal  controls  over cash and to reduce the