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

                                   FORM 10-QSB

|X|  Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934. For the quarterly period ended: September 30, 1998

     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:  000-23039

                              ORALABS HOLDING CORP.
                              ---------------------
        (Exact name of small business issuer as specified in its charter)

           Colorado                                              14-1623047     
           --------                                              ----------     
(State or other jurisdiction of                               (I.R.S. Employer  
incorporation or organization)                               Identification No.)
                                                                               
2901 South Tejon, Englewood, Colorado                              80110        
-------------------------------------                              -----        
(Address of principal executive offices)                        (Zip Code) 
                                                     

                                 (303) 783-9499
                           (Issuer's telephone number)


--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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:

     Check  whether the issuer filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the  Securities  Exchange  Act of 1934 after
the distribution of securities under a plan confirmed by a court.

                               |_| Yes     |_| No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     As of September 30 , 1998 Issuer had 9,129,921 shares of common stock,
                         $.001 Par Value, outstanding.

Transitional Small Business Disclosure Format (check one)   |_|  Yes   |X|  No


<PAGE>

                                      INDEX
                                      -----

                                                                     Page
                                                                     Number
                                                                     ------

Part I.  Financial Information

Item I.               Financial Statements

          Consolidated Balance Sheets as of September 30,
             1998 (Unaudited) and December 31, 1997                    2

             Consolidated Statements of Income Three
               Months Ended September 30, 1998 and
                 September 30, 1997 (Unaudited)                        3

             Consolidated Statements of Income Nine
               Months Ended September 30, 1998 and
                  September 30, 1997 (Unaudited)                       4

           Consolidated Statement of Changes in Stock-
              holders'  Equity from  December 31, 1997
              through September 30, 1998 (Unaudited)                   5

             Consolidated Statements of Cash Flows,
            Three Months Ended September 30, 1998 and
                  September 30, 1997 (Unaudited)                       6

             Consolidated Statements of Cash Flows,
             Nine Months Ended September 30, 1998 and
                 September 30, 1997 (Unaudited)                        7

            Notes to Consolidated Financial Statements                 8

Item 2.     Management's Discussion and Analysis of
            Financial Conditions and Results of Operations             11

Part II.  Other Information                                            14


Exhibit Index                                                          15


                                       1
<PAGE>

               ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARIES
               ---------------------------------------------------

                                 BALANCE SHEETS
                                   (Unaudited)

                                                     September 30,  December 31,
                                                         1998          1997
                                                         ----          ----
Current Assets
         Cash in bank                                 $  263,243    $1,023,598
         Inventory                                     1,745,416       599,270
         Accounts receivable, net of allowance
           for doubtful accounts                         762,229       686,668
         Other current assets                            145,372       159,679
                                                      ----------    ----------
           Total Current Assets                        2,916,260     2,469,215

Property and equipment, net of accumulated
  depreciation                                           396,369       214,732
                                                      ----------    ----------

Total Assets                                          $3,312,629    $2,683,947
                                                      ==========    ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities
         Accounts payable and accrued expenses        $  583,980    $  556,865
         Income taxes payable                              3,093       119,586
                                                      ----------    ----------
           Total Current Liabilities                     587,073       676,451
                                                      ----------    ----------

Stockholders' Equity:
         Preferred stock - $.001 par value
          1,000,000 shares authorized
          none issued and outstanding                       --            --
         Common stock - $.001 par value,
          25,000,000 shares authorized;
          9,129,921 shares issued and
           outstanding                                     9,130         9,124
         Additional paid-in capital                    1,148,077     1,134,427
         Retained earnings                             1,568,349       863,945
                                                      ----------    ----------
           Total Stockholders' Equity                  2,725,556     2,007,496
                                                      ----------    ----------

Total Liabilities and Stockholders' Equity            $3,312,629    $2,683,947
                                                      ==========    ==========

The accompanying notes are an integral part of the financial statements.


                                       2
<PAGE>

               ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARIES
               ---------------------------------------------------

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

                                                  Three Months     Three Months
                                                 Ended Sept 30,   Ended Sept 30,
                                                      1998             1997
                                                      ----             ----

Revenue:
      Sales                                        $1,749,251       $1,491,647
      Cost of sales                                   811,209          675,794
                                                   ----------       ----------
         Gross Profit                                 938,042          815,853
                                                   ----------       ----------

Operating Expenses
      Salaries                                        232,781          145,039
      Bad debts                                         8,746            7,458
      Rent                                             49,500           16,500
      Commissions                                      32,986           36,701
      Research and development                          5,573            1,483
      Depreciation                                     17,733           11,607
      Other operating expenses                        266,429          202,326
                                                   ----------       ----------
        Total Operating Expenses                      613,748          421,114
                                                   ----------       ----------

Net Operating Income                                  324,294          394,739
                                                   ----------       ----------

Other Income
      Interest and other income                        12,660           10,235
                                                   ----------       ----------
         Total Other Income                            12,660           10,235
                                                   ----------       ----------

Net Income before taxes                               336,954          404,974

Provision for Income taxes                            114,564          158,744
                                                   ----------       ----------

Net Income                                         $  222,390       $  246,230
                                                   ==========       ==========

Basic Income per Common Share                      $      .02       $      .03
                                                   ==========       ==========

Weighted Average Shares Outstanding                 9,129,921        9,123,555
                                                   ==========       ==========


Diluted Income per Share                           $      .02       $      .03
                                                   ==========       ==========

Diluted Weighted Average Shares
 Outstanding                                        9,428,601        8,130,777
                                                   ==========       ==========


The accompanying notes are an integral part of the financial statements.

                                       3

<PAGE>

               ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARIES
               ---------------------------------------------------

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


                                            Nine Months Ended  Nine Months Ended
                                              Sept. 30, 1998     Sept. 30, 1997
                                              --------------     --------------

Revenue:
      Sales                                     $5,336,213         $4,424,004
      Cost of sales                              2,556,560          1,887,934
                                                ----------         ----------
         Gross Profit                            2,779,652          2,536,070
                                                ----------         ----------

Operating Expenses
      Salaries                                     605,503            406,907
      Stock issued for services                       --              340,000
      Bad debts                                     26,300             22,120
      Rent                                         112,750             49,500
      Commissions                                  127,905            160,207
      Research and development                      47,743              7,168
      Depreciation                                  49,896             33,290
      Other operating expenses                     778,671            551,089
                                                ----------         ----------
        Total Operating Expenses                 1,748,768          1,570,281
                                                ----------         ----------

Net Operating Income                             1,030,884            965,789
                                                ----------         ----------

Other Income
      Interest and other income                     36,438             22,348
                                                ----------         ----------
         Total Other Income                         36,438             22,348
                                                ----------         ----------

Net Income before taxes                          1,067,322            988,137

Provision for Income taxes                         362,918            282,320
                                                ----------         ----------

Net Income                                      $  704,404         $  705,817
                                                ==========         ==========

Basic Income per Common Share                   $      .08         $      .08
                                                ==========         ==========

Weighted Average Shares Outstanding              9,129,921          8,707,277
                                                ==========         ==========


Diluted Income per Share                        $      .07         $      .06
                                                ==========         ==========

Diluted Weighted Average Shares
 Outstanding                                     9,428,601          8,130,777
                                                ==========         ==========


The accompanying notes are an integral part of the financial statements.

                                       4

<PAGE>
<TABLE>
<CAPTION>

                                       ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARIES
                                       ---------------------------------------------------

                                    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                       From December 31, 1997 through September 30, 1998
                                                         (Unaudited)



                                        Preferred      Stock             Common Stock         Additional
                                        ----------     -----       -----------------------     Paid-in       Retained
                                        No./Shares     Amount      No./Shares     Amount       Capital       Earnings        Total
                                        ----------     ------      ----------     ------       -------       --------        -----

<S>                                     <C>          <C>           <C>          <C>           <C>           <C>           <C>       
Balance at December 31, 1997                --       $    --       9,123,555    $    9,124    $1,134,427    $  863,945    $2,007,496

Common stock issued for services
at $2.75 per share                          --            --           4,166             4        11,452          --          11,456

Stock options exercised at
$1.00 per share                             --            --           2,200             2         2,198          --           2,200

Net income for the Nine
month period ended
September 30, 1998                          --            --            --            --            --         704,404       704,404
                                        ---------    ---------    ----------    ----------    ----------    ----------    ----------

Balance at September 30, 1998               --       $    --       9,129,921    $    9,130    $1,148,077    $1,568,349    $2,725,556
                                        =========    =========    ==========    ==========    ==========    ==========    ==========






                              The accompanying notes are an integral part of the financial statements.



                                                                5

</TABLE>

<PAGE>


               ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARIES
               ---------------------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                   Three Months    Three Months
                                                  Ended Sept 30,  Ended Sept 30,
                                                       1998           1997
                                                       ----           ----

Cash Flows from Operating Activities:
      Net income                                     $ 222,390      $ 246,230
      Adjustments to reconcile net
       income to net cash used
       in operating activities
         Depreciation                                   17,733         11,607
         Increase (decrease) in accounts
          payable and accrued expenses                 (36,043)        39,051
         (Increase) in accounts receivable            (106,755)      (202,400)
         (Increase) in inventory                      (405,605)       (54,633)
         Stock issued for services                      11,456          -- 
         Other, net                                     70,997         (8,134)
                                                     ---------      ---------

Net Cash Provided by (Used in)
 Operating Activities                                 (225,827)        31,721
                                                     ---------      ---------

Cash Flows from Investing Activities:
      (Acquisitions) of property and
       equipment                                      (123,971)        (5,222)
                                                     ---------      ---------

      Net Cash (Used in) Investing
       Activities                                     (123,971)        (5,222)
                                                     ---------      ---------

Cash Flows from Financing Activities:
      Common stock issued                                2,200          --
                                                     ---------      ---------

      Net Cash Provided by Financing
       Activities                                        2,200          --
                                                     ---------      ---------

Increase (decrease) in cash                           (347,598)        26,499

Cash, Beginning of Period                              610,841        756,824
                                                     ---------      ---------

Cash, End of Period                                  $ 263,243      $ 783,323
                                                     =========      =========

Interest Paid                                        $    --        $    --
                                                     =========      =========

Income Taxes Paid                                    $ 161,333      $ 143,233
                                                     =========      =========



    The accompanying notes are an integral part of the financial statements.


                                       6

<PAGE>


               ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARIES
               ---------------------------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                            Nine Months Ended  Nine Months Ended
                                              Sept 30, 1998      Sept 30, 1997
                                              -------------      -------------

Cash Flows from Operating Activities:
      Net income                               $   704,404        $   705,817
      Adjustments to reconcile net
       income to net cash used
       in operating activities
         Depreciation                               49,896             33,290
         Increase (decrease)in accounts
             payable and accrued expenses          (89,378)            34,308
         (Increase) in accounts
             receivable                            (75,561)          (195,385)
         Decrease (increase) in inventory       (1,146,146)            14,057
         Stock issued for services                  11,456            340,000
         Other, net                                 14,307            (41,367)
                                               -----------        -----------

Net Cash Provided by Operating
 Activities                                       (531,022)           890,720
                                               -----------        -----------

Cash Flows from Investing Activities:
      (Acquisitions) of property and
       equipment                                  (231,533)           (27,262)
                                               -----------        -----------

      Net Cash Provided by (Used in)
       Investing Activities                       (231,533)           (27,262)
                                               -----------        -----------

Cash Flows from Financing Activities:

      Dividends paid                                  --             (715,143)
      Common stock issued                            2,200           514,609
                                               -----------        -----------
      Net Cash Flows from Financing
       Activities                                    2,200          (200,534)
                                               -----------        -----------

Increase (Decrease) in cash                       (760,355)           662,924

Cash, Beginning of Period                        1,023,598            120,399
                                               -----------        -----------

Cash, End of Period                            $   263,243        $   783,323
                                               ===========        ===========

Interest Paid                                  $      --          $      --
                                               ===========        ===========

Income Taxes Paid                              $   479,411        $   143,233
                                               ===========        ===========



    The accompanying notes are an integral part of the financial statements.

                                       7
<PAGE>

               ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARIES
               ---------------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           September 30, 1998 and 1997

(1)  Organization

     Oralabs Holding Corp. (OHC or the "Company"),  a Colorado corporation,  was
     formed in June 1997.  Effective  August 22, 1997,  SSI Capital Corp.  (SSI)
     merged into Oralabs  Holding Corp. and the  outstanding  shares of SSI were
     converted to shares of OHC on a one for two basis. All references to common
     stock  in  the  Company's  financial  statements  have  been  retroactively
     adjusted  for  the  merger  and  the  one  for  two   reduction  in  shares
     outstanding.

     Oralabs, Inc. (ORALABS), a Colorado corporation was formed in 1990. ORALABS
     is in the business of manufacturing and distributing lip balm, fresh breath
     and other products. ORALABS is a wholly owned subsidiary of OHC.

     OL Sub Corp,  a Colorado  corporation,  was formed in October  1997.  As of
     September 30, 1998, this wholly owned subsidiary of OHC was inactive.

     The consolidated  financial  statements include the accounts of ORALABS and
     the  accounts  of SSI since  the date of the  reverse  acquisition  and the
     accounts of OL Sub Corp.  since  inception  (see Note 3). All  intercompany
     accounts and transactions have been eliminated.

(2)  Unaudited Statements

     The balance  sheet as of September 30, 1998,  the  statements of income and
     the  statements  of cash flows for the three and nine month  periods  ended
     September  30, 1998 and  September 30, 1997 and the statement of changes in
     stockholders'  equity for the nine month  period ended  September  30, 1998
     have been  prepared  by the  Registrant  without  audit.  In the opinion of
     management,   all   adjustments   (which  include  only  normal   recurring
     adjustments) necessary to present fairly the financial position, results of
     operations  and cash  flows at  September  30,  1998,  and for all  periods
     presented, have been made.


                                       8

<PAGE>

               ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARIES
               ---------------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           September 30, 1998 and 1997

(3)  Business Combination

     Effective  May 1, 1997,  SSI and ORALABS  completed a business  combination
     whereby  ORALABS became a wholly owned  subsidiary of SSI. The  transaction
     has been accounted for as a reverse acquisition. The net monetary assets of
     SSI at the time of the reverse  acquisition of approximately  $161,849 have
     been accounted for as issuance of stock and additional paid-in capital.

(4)  Income Taxes

     Prior to completion of the business combination,  ORALABS had elected to be
     taxed under  Subchapter S of the Internal  Revenue  Code.  The election was
     automatically  terminated  effective  May 1, 1997.  No provision for income
     taxes was  recorded  prior to May 1, 1997  since  shareholders  of  ORALABS
     included the net income from the company on their personal returns and were
     responsible for the payment of the related income taxes.

(5)  Income Per Share Information

     Basic  income per share was  computed  using the  weighted  average  shares
     outstanding  for the respective  periods.  Diluted income per share for the
     three and nine month periods ended  September 30, 1998 was computed  giving
     effect to the 497,800 dilutive options outstanding exercisable at $1.00 per
     share, with an approximate market value of $2.97 per share (as of September
     30, 1998), summarized as follows:

               For the Three Month Period Ended September 30, 1998
               ---------------------------------------------------

                                         Income        Shares    Per Share
                                       (Numerator)  (Denominator)  Amount
                                       -----------  -------------  ------
            Basic Income per Share:

              Income available to
               Common Stockholders      $ 222,390     9,129,921   $   .02

            Effect of Dilutive
             Securities:

              Options                        --         330,191
                                        ---------     ---------   

            Diluted Income Per Share:

              Income available to
               Common Stockholders      $ 222,390     9,460,112   $   .02
                                        ---------     ---------   -------


                                       9
<PAGE>


               ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARIES
               ---------------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           September 30, 1998 and 1997

(5)  Income Per Share Information, Continued


               For the Nine Month Period Ended September 30, 1998
               --------------------------------------------------

                                         Income        Shares    Per Share
                                       (Numerator)  (Denominator)  Amount
                                       -----------  -------------  ------
            Basic Income per Share:

              Income available to
               Common Stockholders      $ 704,404     9,129,921   $   .08

            Effect of Dilutive
             Securities:

              Options                        --         330,191
                                        ---------     ---------

            Diluted Income Per Share:

              Income available to
               Common Stockholders      $ 704,404     9,460,112   $   .07
                                        =========     =========   -------


     The computation of the dilutive  shares added to the denominator  according
     to the provisions of the Financial  Accounting  Standards  Board  Statement
     #128 is summarized as follows:

          Assumed  approximate  market value per share of $2.97 (as of September
          30, 1998),  less exercise  price of $1.00 per share,  divided by $2.50
          per share times 497,800,  the number of dilutive options  outstanding,
          equals 330,191 shares.

     As of September 30, 1997, there were no dilutive options  outstanding,  and
     therefore basic and diluted income per share computations were identical.


                                       10
<PAGE>



                                     ITEM 2

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATION

     The  following  discussion  of  the  financial  condition  and  results  of
operations  of the  Company  relates to the three (3) and nine (9) months  ended
September  30,  1998  and  1997,  and  should  be read in  conjunction  with the
financial statements and notes thereto included elsewhere in this Report.

Forward-Looking Statements.
---------------------------

     Certain  statements  in this Report are  forward-looking,  and from time to
time,  the  Company  may  publish  forward-looking  statements  relating to such
matters as anticipated financial performance, business prospects,  technological
developments,  new products,  research and  development  activities  and similar
matters.   Actual  results  of  future  events  could  differ   materially  from
anticipated   results  or  other   expectations   expressed  in  the   Company's
forward-looking  statements.  Among the factors that could cause actual  results
and  the  Company's  experience  to  differ  are  the  timely  availability  and
acceptance of new products,  the impact of competitive  products and pricing and
the lack of long-term contracts with distributors and purchasers, as well as the
risk factors discussed in the Company's most recently filed Form 10-K.

Results of Operations.
----------------------

For the Nine months  ending  September 30, 1998 as compared with the Nine months
ending September 30, 1997.
--------------------------------------------------------------------------------

Sales increased  $912,209  (21%).  We attribute this to both  additional  income
generated from a management  service contract for the marketing and distributing
of products not manufactured in-house and growth in export sales.

Gross profit increased $243,582 (10%). The above increase in sales was partially
offset by a small decrease in gross profit margin.

Salaries paid in cash increased by $198,596 (48.8%). This was due to an increase
in salaries paid for additional  staffing in sales and engineering  ($39,131) as
well as increased pay for general administration  ($159,465). For the nine month
period ending September 30, 1997, salaries also included a nonrecurring event by
which  340,000  shares of stock,  valued at $340,000,  were issued on January 1,
1997 to two (2) employees of OraLabs,  Inc.,  for services in the areas of human
resources and investor relations  concerning the Company's entry into the public
marketplace. As a result, total salaries for the nine months ended September 30,
1998 were $141,404 (19%) lower than that for the comparable period in 1997.

Rent increased  $63,250 (128%).  This was the result of additional rent incurred
to lease a second warehouse facility.

Commissions  decreased by $28,588 (23%). We attribute this to increased in-house
sales predominately in the first quarter of 1998.

Research & Development  increased $36,484 (642%). We attribute this to marketing
research  for   VitaSpray(TM)  (a  proposed  line  of  spray  vitamin  products)
predominately in the first quarter of 1998. The Company subsequently decided not
to proceed with production of those products.

                                       11
<PAGE>




Other Operating  Expenses  increased by $227,582 (41%). We attribute this to the
hiring of  consultants  and  advertising  expenses for the marketing of recently
developed nutritional supplements and, additionally,  to increased travel abroad
to expand international business.

Provision  for Income  Taxes  increased  $80,598  (29%).  We  attribute  this to
OraLabs,  Inc. having no corporate tax obligations  until May 1, 1997 (corporate
net income was passed through to its stockholders through April 30, 1997), as it
was an S Corporation until that date.

Net Income remained  approximately  the same,  although diluted income per share
increased by $0.01 (17%).

For the three months ending September 30, 1998 as compared with the three months
ending September 30, 1997.
--------------------------------------------------------------------------------

Sales increased  $257,604  (17%).  We attribute this to both  additional  income
generated from a management  service contract for the marketing and distributing
of products not manufactured in-house and growth in export sales.

Gross profit increased $122,189 (15%) as a result of the additional sales.

Salaries  increased  $87,742  (61%).  We  attribute  this to  salaries  paid for
additional  staffing  in sales  and  engineering  as well as  increased  pay for
general administration of $49,314.

Rent increased  $33,000 (200%).  This was the result of additional rent incurred
to lease a second warehouse facility.

Other  Operating  Expenses  increased by $64,103 (32%). We attribute this to the
hiring of consultants and  advertising  for the marketing of recently  developed
nutritional supplements.

Net Income decreased by $23,840 (10%),  while basic income per share and diluted
income per share decreased by $0.01 (33%).

Liquidity and Capital Resources.
--------------------------------

Balance Sheet as of September 30, 1998 compared to  December 31, 1997
---------------------------------------------------------------------

Cash decreased $760,355.  We attribute this, after increased cash from earnings,
to  purchases  of  increased  inventory  to  support  launch  of  a  nutritional
supplements line.

Property and Equipment  increased  $181,637,  primarily as a result of modifying
and adding equipment to increase manufacturing efficiency and capacity.

Inventory increased $1,146,146. We attribute this to purchases to support launch
of a nutritional  supplements line and to significant  returns of cough and cold
products from a new customer.

Retained  earnings  increased  $704,404.  We attribute this to increased revenue
from operations.

                                       12
<PAGE>



Trends
------

The  Company's  third quarter sales would have improved by nearly 47% if not for
returns of $439,667  predominantly  from zinc  products and other cough and cold
items which were sold in fourth  quarter 1997.  The Company is in the process of
phasing out zinc  products but will continue to sell sore throat  products.  The
Company does not anticipate  any additional  material cough and cold returns and
expects product returns to return to its customary level of  approximately 2% of
sales for the foreseeable  future.  The Company's  fourth quarter is expected to
show growth with the addition of nutritional  supplement sales and the Company's
new relationship with the 3,500 store General Nutrition Centers, as announced in
a press  release  on  August  4,  1998.  The  Company  has  chosen  to  pursue a
nutritional supplement business in place of initiating a line of spray vitamins,
VitaSpray(TM),  which the Company  decided not to pursue.  The Company will also
pursue selling nutritional supplements to its mass merchandising  customers. The
Company purchased  inventory and incurred other operating expenses in the second
and third quarters to initiate its line of nutritional supplements.

The Company's core business of breath  fresheners and lip balms remains  strong.
Ice Drops(R) sour drops have proven to be a successful  product  launch  through
the test marketing stage. Based on this success, the Company has expanded market
penetration  into Walmart(R) and  7-Eleven(R).  The Company's lip balms business
continues to expand with the addition of K-Mart(R) and 7-Eleven(R) as customers.
7-Eleven(R) has added three  different  OraLabs'  products to its stores.  Also,
additional  lip balm sales are being  generated  through a number of new private
label customers.

Impact of Inflation
-------------------

     The  Company's  financial  condition  has not been  affected  by the modest
inflation of the recent past. Many of the Company's  products are very low cost,
impulse items (under $0.99 cents to consumers), which the Company believes would
not be materially  affected if higher inflation should occur. To the extent that
the Company's product line consists of higher priced items, the Company does not
know how  inflation  will affect  revenues,  although the Company  believes that
sales of its higher priced products,  to the extent such products are considered
to be nutritional, or symptom oriented products, will not be materially affected
by inflation.  Inflation could increase  operational  costs of the Company to an
extent determined by such levels of inflation.

Year 2000
---------

The Company uses "off the shelf"  software that will be Year 2000 compliant with
the  current  upgrade  that is now  available  at a nominal  cost.  The  Company
anticipates  purchasing and using this upgrade by the end of first quarter 1999.
The Company does not believe that it has any other internal Year 2000 compliance
issues.  The  Company  will be sending out a survey to its major  customers  and
suppliers to establish their Year 2000 readiness. This survey is projected to be
completed  by the end of first  quarter  1999. A  contingency  plan should major
customers or suppliers not be Year 2000  compliant has not yet been  formalized.
This  contingency  plan is projected to be completed by the end of first quarter
1999.

                                       13
<PAGE>



                           PART II - OTHER INFORMATION

Item No. 1.  Legal Proceedings.  None.

Item No. 2.  Changes in Securities.  None.

Item No. 3.  Defaults Upon Senior Securities.  None.

Item No. 4.  Submission of Matters to a Vote of Security Holders.  None.

Item No. 5.  Other Information.  None.

Item No. 6.  Exhibits and Reports on Form 8-K.

(a)

     (27.1)  Financial Data Schedule for nine months ended September 30, 1998

     (27.2)  Amended Financial Data Schedule for nine months ended September 30,
             1997

(b)  There were no reports on Form 8-K filed during the quarter reported upon in
     this report.

                                   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.

                                       ORALABS HOLDING CORP.



                                       By: /s/ Gary Schlatter
                                          --------------------------------------
                                          Gary Schlatter, President



                                       By: /s/ Emile Jordan
                                          --------------------------------------
                                          Emile Jordan, Chief Financial Officer
DATED:   November 16, 1998



                                       14

<PAGE>

                                  EXHIBIT INDEX

(27.1)    Financial Data Schedule for nine months ended September 30, 1998

(27.2)    Amended  Financial  Data Schedule for nine months ended  September 30,
          1997






                                       15