SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934

Date of Report (Date of earliest event reported)     May 1, 1997
                                                     -----------

                               SSI CAPITAL CORP.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


           New York                000-12893                  14-1623047
----------------------------      -----------              ----------------
(State of other jurisdiction      (Commission              (I.R.S. Employer
       of incorporation)          File Number)            Identification No.)


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


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

  Former Address: 150 Vanderbilt Motor Pakrway, Suite 311, Hauppauge, NY 11788
  ----------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)



<PAGE>



     ITEM NO. 1. CHANGES IN CONTROL OF REGISTRANT.  (a) On May 1, 1997,  closing
occurred pursuant to a Merger Agreement and Plan of Reorganization  (the "Merger
Agreement",  filed  herewith as Exhibit 2) entered into between the  Registrant,
the Registrant's newly organized wholly-owned subsidiary named Oralmerge,  Inc.,
and  OraLabs,  Inc.,  a  privately  held  Colorado  corporation.  At the time of
closing,  OraLabs  became a  wholly  owned  subsidiary  of the  Registrant,  and
Oralmerge was merged into OraLabs so that  Oralmerge  had no further  existence.
Pursuant to the closing,  Gary  Schlatter,  the  president of OraLabs,  obtained
control of the Registrant by being issued  14,917,399 shares of the common stock
of the Registrant, which amounted to approximately 85% of all of the outstanding
shares  of stock of the  Registrant  at the time of  completion  of the  merger.
Consideration  for the issuance of the shares was the closing of the transaction
by which OraLabs became a wholly owned subsidiary of the Registrant.  The former
directors and largest  shareholders  of the Registrant  were Lawrence Kaplan and
Edmond  O'Donnell,   who  may  be  deemed  to  have  previously  controlled  the
Registrant.  Messrs.  Kaplan and  O'Donnell  are  believed to be the persons who
previously  held the  largest  amount of shares of the  Registrant  prior to the
consummation of the merger, approximately 17.5% each.

     Pursuant  to the  terms  of the  Merger  Agreement,  the  former  directors
resigned upon  consummation of the merger,  and Mr.  Schlatter,  Suzan Schlatter
(Gary  Schlatter's  spouse) and Allen  Goldstone were appointed by the resigning
directors  to  their  positions  on  the  board.   The  Merger   Agreement  also
contemplated that upon its closing, the Registrant would undertake to complete a
private placement of 650,000 of its common shares to accredited  investors only,
at a price of $0.50 per share.

     (b)  There  are  no  other  arrangements,  known  to  the  Registrant,  the
operations  of which may at a  subsequent  date result in a change of control of
the Registrant.

ITEM NO. 2.  ACQUISITION OR  DISPOSITION  OF ASSETS.  (a) As noted in Item No. 1
above,  pursuant  to closing  under the  Merger  Agreement  on May 1, 1997,  the
Registrant acquired 100% of the common stock of OraLabs,  Inc., a privately held
corporation  engaged in the  business of the  manufacture  and  distribution  of
breath and lip balm products. In consideration for the acquisition of all of the
outstanding shares of OraLabs held by the OraLabs' shareholders,  the Registrant
issued 15,597,399 shares of its common stock to those  shareholders.  The number
of  shares  of  the  Registrant  to be  issued  was  determined  by  arms-length
negotiation between Gary Schlatter,  who was and is the sole director of OraLabs
and  the  former  predominant  shareholder,   and  Lawrence  Kaplan  and  Edmond
O'Donnell,  previously the directors of the Registrant and the Registrant's then
largest shareholders.  Messrs.  Kaplan and O'Donnell,  as well as one additional
individual,  collectively received 250,000 shares of the Registrant upon closing
of the merger.  Immediately prior to closing of the merger, there were 1,749,541
shares of common  stock of the  Registrant  outstanding,  so the total number of
shares of the Registrant  outstanding  upon closing of the merger was 17,596,940
shares.  Upon completion of the placement of securities  described in Item No. 1
above,  the  total  number of shares  of  common  stock of the  Registrant  then
outstanding will be 18,246,940  shares. In addition,  upon closing of the merger
the board of directors of the  Registrant  assumed the 1997 Stock Plan which had
previously  been adopted by the board of directors and  shareholders of OraLabs,
Inc.  By  virtue of such  assumption,  1,000,000  shares of common  stock of the
Registrant  are  reserved  for  issuance  under  the plan  (subject  to  certain
adjustments described in the plan). A total of 372,000 options have been granted
to date, with an exercise price of $0.50 each. Since the Registrant's  emergence
from  bankruptcy  proceedings  in 1991,  the sole business of the Registrant had
been to seek out a suitable business for acquisition or merger.  The acquisition
of OraLabs as a wholly-owned  subsidiary did not involve the use of any funds of
the Registrant, except for its expenses and fees incurred in connection with the
consummation of the transaction.


                                        1

<PAGE>



     (b) Assets held by OraLabs and used for its business purposes will continue
to be used in the same manner as used prior to consummation of the merger. These
assets include the equipment owned by OraLabs to manufacture its products, which
are all located at the same location as the offices of OraLabs.  OraLabs  leases
the  property  in which its  business  is  conducted  from Gary  Schlatter,  its
president and sole director.

ITEM NO. 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.  (a) On May 12, 1997,
the Board of Directors of the Registrant  decided to dismiss Scott and Guilfoyle
(the "former  accountant"),  the Registrant's former accountant engaged to audit
the Registrant's financial statements. With respect to the past two years of the
former accountant's report on the financial  statements of the Registrant,  such
reports  did not  contain an adverse  opinion or  disclaimer  of  opinion.  Such
reports  were  not  qualified  as to  uncertainty,  audit  scope  or  accounting
principles. During the Registrant's two most recent fiscal years and through the
time of dismissal of the former accountant, there were no disagreements with the
former accountant on any matter of accounting principles or practices, financial
statement  disclosure,  or  auditing  scope  or  procedure,  of  any  kind.  The
Registrant  has provided the former  accountant  with a copy of the  disclosures
being made in this filing.  At the Registrant's  request,  the former accountant
has furnished the Registrant with a letter  addressed to the Commission  stating
that it agrees with the  statements  made by the Registrant as set forth in this
paragraph.  A copy  of the  former  accountant's  letter  to the  Registrant  is
attached hereto as Exhibit 16.

     (b) On May 12, 1997, the Registrant retained Schumacher & Associates,  Inc.
as the principal  accountant  to audit the  Registrant's  financial  statements.
During the Registrant's two most recent fiscal years, and the period through the
date of this filing,  the  Registrant  did not engage the new  accountant on any
matter. The new accountant was engaged by OraLabs,  Inc. to audit certain of its
financial  statements in connection  with the  transactions  contemplated by the
Merger Agreement as described in Item Nos. 1 and 2 above.

ITEM NO. 7. FINANCIAL  STATEMENTS AND EXHIBITS.  (a, b) Financial  statements of
OraLabs and proforma  financial  information are not included in this filing. In
accordance  with the  provisions of Item No. 7(a)(4) and Item No.  7(b)(2),  the
financial  statements  required  to be filed as  exhibits  with  respect  to the
business  acquisition  described in Item No. 2 of this filing, shall be filed by
amendment not later than 60 days after the date of filing this report.

     (c) Exhibits are being  furnished in accordance with the provisions of Item
601 of Regulation S-K.

     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.


                                              SSI CAPITAL CORP.
                                              ----------------------------------
                                              Registrant


May 12, 1997                                  /s/ Gary H. Schlatter
-------------                                 ----------------------------------
Date                                          Gary H. Schlatter, President


                                        2

<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                       Name of Exhibit                    
-----------                       ---------------                   

     2                        Merger Agreement and
                              Plan of Reorganization

    16                        Letter Re: Change in
                              Certifying Accountant







                                        3
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 10062}]
{"company-data": {"conformed-name": "SSI CAPITAL CORP", "cik": "0000357245", "assigned-sic": "9995", "irs-number": "141623047", "state-of-incorporation": "NY", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12893", "film-number": "97604996"}, "business-address": {"street1": "150 VANDERBILT MOTOR PKWY", "street2": "STE 311", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "5162730059"}, "mail-address": {"street1": "150 VANDERBILT MOTOR PARKWAY", "street2": "SUITE 311", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}, "former-company": {"former-conformed-name": "SARATOGA STANDARDBREDS INC", "date-changed": "19930806"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

               Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934

Date of Report (Date of earliest event reported)     May 1, 1997
                                                     -----------

                               SSI CAPITAL CORP.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           New York                000-12893                  14-1623047
----------------------------      -----------              ----------------
(State of other jurisdiction      (Commission              (I.R.S. Employer
       of incorporation)          File Number)            Identification No.)

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

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

  Former Address: 150 Vanderbilt Motor Pakrway, Suite 311, Hauppauge, NY 11788
  ----------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
ITEM NO. 1. CHANGES IN CONTROL OF REGISTRANT.  (a) On May 1, 1997,  closing
occurred pursuant to a Merger Agreement and Plan of Reorganization  (the "Merger
Agreement",  filed  herewith as Exhibit 2) entered into between the  Registrant,
the Registrant's newly organized wholly-owned subsidiary named Oralmerge,  Inc.,
and  OraLabs,  Inc.,  a  privately  held  Colorado  corporation.  At the time of
closing,  OraLabs  became a  wholly  owned  subsidiary  of the  Registrant,  and
Oralmerge was merged into OraLabs so that  Oralmerge  had no further  existence.
Pursuant to the closing,  Gary  Schlatter,  the  president of OraLabs,  obtained
control of the Registrant by being issued  14,917,399 shares of the common stock
of the Registrant, which amounted to approximately 85% of all of the outstanding
shares  of stock of the  Registrant  at the time of  completion  of the  merger.
Consideration  for the issuance of the shares was the closing of the transaction
by which OraLabs became a wholly owned subsidiary of the Registrant.  The former
directors and largest  shareholders  of the Registrant  were Lawrence Kaplan and
Edmond  O'Donnell,   who  may  be  deemed  to  have  previously  controlled  the
Registrant.  Messrs.  Kaplan and  O'Donnell  are  believed to be the persons who
previously  held the  largest  amount of shares of the  Registrant  prior to the
consummation of the merger, approximately 17.5% each.

     Pursuant  to the  terms  of the  Merger  Agreement,  the  former  directors
resigned upon  consummation of the merger,  and Mr.  Schlatter,  Suzan Schlatter
(Gary  Schlatter's  spouse) and Allen  Goldstone were appointed by the resigning
directors  to  their  positions  on  the  board.   The  Merger   Agreement  also
contemplated that upon its closing, the Registrant would undertake to complete a
private placement of 650,000 of its common shares to accredited  investors only,
at a price of $0.50 per share.

     (b)  There  are  no  other  arrangements,  known  to  the  Registrant,  the
operations  of which may at a  subsequent  date result in a change of control of
the Registrant.

ITEM NO. 2.  ACQUISITION OR  DISPOSITION  OF ASSETS.  (a) As noted in Item No. 1
above,  pursuant  to closing  under the  Merger  Agreement  on May 1, 1997,  the
Registrant acquired 100% of the common stock of OraLabs,  Inc., a privately held
corporation  engaged in the  business of the  manufacture  and  distribution  of
breath and lip balm products. In consideration for the acquisition of all of the
outstanding shares of OraLabs held by the OraLabs' shareholders,  the Registrant
issued 15,597,399 shares of its common stock to those  shareholders.  The number
of  shares  of  the  Registrant  to be  issued  was  determined  by  arms-length
negotiation between Gary Schlatter,  who was and is the sole director of OraLabs
and  the  former  predominant  shareholder,   and  Lawrence  Kaplan  and  Edmond
O'Donnell,  previously the directors of the Registrant and the Registrant's then
largest shareholders.  Messrs.  Kaplan and O'Donnell,  as well as one additional
individual,  collectively received 250,000 shares of the Registrant upon closing
of the merger.  Immediately prior to closing of the merger, there were 1,749,541
shares of common  stock of the  Registrant  outstanding,  so the total number of
shares of the Registrant  outstanding  upon closing of the merger was 17,596,940
shares.  Upon completion of the placement of securities  described in Item No. 1
above,  the  total  number of shares  of  common  stock of the  Registrant  then
outstanding will be 18,246,940  shares. In addition,  upon closing of the merger
the board of directors of the  Registrant  assumed the 1997 Stock Plan which had
previously  been adopted by the board of directors and  shareholders of OraLabs,
Inc.  By  virtue of such  assumption,  1,000,000  shares of common  stock of the
Registrant  are  reserved  for  issuance  under  the plan  (subject  to  certain
adjustments described in the plan). A total of 372,000 options have been granted
to date, with an exercise price of $0.50 each. Since the Registrant's  emergence
from  bankruptcy  proceedings  in 1991,  the sole business of the Registrant had
been to seek out a suitable business for acquisition or merger.  The acquisition
of OraLabs as a wholly-owned  subsidiary did not involve the use of any funds of
the Registrant, except for its expenses and fees incurred in connection with the
consummation of the transaction.

                                        1
(b) Assets held by OraLabs and used for its business purposes will continue
to be used in the same manner as used prior to consummation of the merger. These
assets include the equipment owned by OraLabs to manufacture its products, which
are all located at the same location as the offices of OraLabs.  OraLabs  leases
the  property  in which its  business  is  conducted  from Gary  Schlatter,  its
president and sole director.

ITEM NO. 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.  (a) On May 12, 1997,
the Board of Directors of the Registrant  decided to dismiss Scott and Guilfoyle
(the "former  accountant"),  the Registrant's former accountant engaged to audit
the Registrant's financial statements. With respect to the past two years of the
former accountant's report on the financial  statements of the Registrant,  such
reports  did not  contain an adverse  opinion or  disclaimer  of  opinion.  Such
reports  were  not  qualified  as to  uncertainty,  audit  scope  or  accounting
principles. During the Registrant's two most recent fiscal years and through the
time of dismissal of the former accountant, there were no disagreements with the
former accountant on any matter of accounting principles or practices, financial
statement  disclosure,  or  auditing  scope  or  procedure,  of  any  kind.  The
Registrant  has provided the former  accountant  with a copy of the  disclosures
being made in this filing.  At the Registrant's  request,  the former accountant
has furnished the Registrant with a letter  addressed to the Commission  stating
that it agrees with the  statements  made by the Registrant as set forth in this
paragraph.  A copy  of the  former  accountant's  letter  to the  Registrant  is
attached hereto as Exhibit 16.

     (b) On May 12, 1997, the Registrant retained Schumacher & Associates,  Inc.
as the principal  accountant  to audit the  Registrant's  financial  statements.
During the Registrant's two most recent fiscal years, and the period through the
date of this filing,  the  Registrant  did not engage the new  accountant on any
matter. The new accountant was engaged by OraLabs,  Inc. to audit certain of its
financial  statements in connection  with the  transactions  contemplated by the
Merger Agreement as described in Item Nos. 1 and 2 above.

ITEM NO. 7. FINANCIAL  STATEMENTS AND EXHIBITS.  (a, b) Financial  statements of
OraLabs and proforma  financial  information are not included in this filing. In
accordance  with the  provisions of Item No. 7(a)(4) and Item No.  7(b)(2),  the
financial  statements  required  to be filed as  exhibits  with  respect  to the
business  acquisition  described in Item No. 2 of this filing, shall be filed by
amendment not later than 60 days after the date of filing this report.

     (c) Exhibits are being  furnished in accordance with the provisions of Item
601 of Regulation S-K.

     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.

                                              SSI CAPITAL CORP.
                                              ----------------------------------
                                              Registrant

May 12, 1997                                  /s/ Gary H. Schlatter
-------------                                 ----------------------------------
Date                                          Gary H. Schlatter, President

                                        2
EXHIBIT INDEX

Exhibit No.                       Name of Exhibit                    
-----------                       ---------------                   

     2                        Merger Agreement and
                              Plan of Reorganization

    16                        Letter Re: Change in
                              Certifying Accountant

                                        3