ORALABS HOLDING CORP AND SUBSIDIARIES

                                Table of Contents
                                -----------------


Part I. Financial Information

Item 1. Financial Statement                                               Page
                                                                          ----

        Consolidated Balance Sheets as of September 30,1999 (Unaudited)
         And December 31, 1998...............................................2

        Consolidated Statements of Operations Three and Nine Months
         Ended September 30,1999 and 1998 (Unaudited)........................3

        Consolidated Statement of Stockholders' Equity from
         December 31, 1998 Through September 30,1999 (Unaudited).............4

        Consolidated Statements of Cash Flows, Nine Months Ended
         September 30,1999 and September 30,1998 (Unaudited).................5

        Notes to Consolidated Financial Statements.......................6 - 9


Item 2. Management's Discussion and analysis of Financial Conditions
          And Results of Operations....................................10 - 12

Part II. Other Information .................................................13

        Exhibit Index.......................................................14


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                              ORALABS HOLDING CORP AND SUBSIDIARIES

                                   Consolidated Balance Sheets
                                   ---------------------------




                                                                        September 30,  December 31,
                                                                            1999          1998
                                                                          ----------   ----------
                                                                          Unaudited
Assets
Current Assets
<S>                                                                       <C>          <C>
    Cash and cash equivalents                                                693,581      348,979
    Accounts receivable, net of allowance for doubtful
         accounts of $62,020 and $33,007, respectively                     1,416,357    1,125,425
    Inventory                                                              2,309,699    1,962,137
    Deferred income taxes                                                     58,060       58,060
    Prepaid expenses                                                         107,758      125,242
                                                                          ----------   ----------
        Total Current Assets                                               4,585,455    3,619,843

Property and equipment at cost, net                                          545,471      431,403
                                                                          ----------   ----------

Total Assets                                                               5,130,926    4,051,246
                                                                          ==========   ==========

Liabilities and Stockholders' Equity

Current Liabilities
      Accounts Payable                                                    $  670,652   $  858,866
      Accrued liabilities                                                    253,090      197,190
      Income taxes payable                                                   252,160      106,294
                                                                          ----------   ----------
          Total current liabilities                                        1,175,902    1,162,350

Deferred tax liability                                                        17,941       17,941
                                                                          ----------   ----------
Total liabitilities                                                        1,193,843    1,180,291
                                                                          ----------   ----------

Commitments and contingencies

Stockholders' equity
Preferred stock, $.001 par value, 1,000,000 shares authorized; none
   issued and outstanding
Common stock, $.001 par value; 100,000,000 shares authorized, 9,160,755
and 9,142,419 issued and outstanding, respectively                             9,160        9,142
Additional paid-in capital                                                 1,216,905    1,179,309
Retained Earnings                                                          2,711,018    1,682,504
                                                                          ----------   ----------
Total stockholders' equity                                                 3,937,083    2,870,955
                                                                          ----------   ----------


Total liabilities and stockholders' equity                                $5,130,926   $4,051,246
                                                                          ==========   ==========


                         See Notes to Consolidated Financial Statements

                                                2
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                              ORALABS HOLDING CORP AND SUBSIDIARIES

                              Consolidated Statements of Operations
              Three and Nine Months ended September 30, 1999 and September 30, 1998
                                            Unaudited

                                                  Three Months Ended          Nine Months Ended
                                               ------------------------   -----------------------
                                                 9/30/99      09/30/98      9/30/99     09/30/98
                                               ----------    ----------   ----------   ----------
Revenues:
<S>                                             <C>          <C>          <C>          <C>
  Product sales                                 2,768,488    $1,479,401   $6,683,884   $4,849,692
  Service income from related party                     0       269,850      112,486      486,521
                                               ----------    ----------   ----------   ----------
Total Revenues                                  2,768,488     1,749,251    6,796,370    5,336,213
                                               ----------    ----------   ----------   ----------
Cost of Sales                                   1,526,937       893,995    3,728,022    2,704,965
                                               ----------    ----------   ----------   ----------
Gross Profit                                    1,241,551       855,256    3,068,348    2,631,248
                                               ----------    ----------   ----------   ----------

Operating Expenses:
  Engineering                                      35,153        35,209      136,407      114,981
  Selling and marketing costs                     249,691       196,185      789,980      659,630
  General and administrative                      222,330       276,070      801,460      788,238
  Other                                            (9,738)       23,498       53,191       37,515
                                               ----------    ----------   ----------   ----------
Total operating expenses                          497,436       530,962    1,781,038    1,600,364
                                               ----------    ----------   ----------   ----------

Net Operating Income                              744,115       324,294    1,287,310    1,030,884

Other Income (expense)
   Interest and other income                      320,485        12,660      329,106       36,438
                                               ----------    ----------   ----------   ----------
Total other income (expense)                      320,485        12,660      329,106       36,438
                                               ----------    ----------   ----------   ----------

Net income before provision for income taxes    1,064,600       336,954    1,616,416    1,067,322

Provision for  income taxes
   Current                                        397,096       114,564      567,297      362,918
   Deferred                                                                   20,605
                                               ----------    ----------   ----------   ----------
                                                  397,096       114,564      587,902      362,918
                                               ----------    ----------   ----------   ----------

Net Income                                        667,504       222,390    1,028,514      704,404
                                               ==========    ==========   ==========   ==========


Basic income per common share                  $      .07    $      .02   $      .11   $      .08
                                               ==========    ==========   ==========   ==========
Weighted average shares outstanding             9,160,755     9,129,921    9,157,348    9,123,555
                                               ==========    ==========   ==========   ==========
Diluted income per share                       $      .07    $      .02   $      .11   $      .07
                                               ==========    ==========   ==========   ==========
Diluted weighted average shares outstanding     9,357,680     9,460,112    9,354,273    9,460,112
                                               ==========    ==========   ==========   ==========


                         See Notes to Consolidated Financial Statements

                                                3

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                                          ORALABS HOLDING CORP AND SUBSIDIARIES

                                     Consolidated Statement of Stockholders' Equity
                                      For the nine months ended September 30, 1999
                                                       Unaudited

                                      Preferred Stock              Common Stock       Addl Paid-In   Retained
                                    Shares       Amount         Shares       Amount      Capital     Earnings      Total
                                    ------       ------         ------       ------      -------     --------      -----
<S>                                <C>          <C>           <C>         <C>          <C>          <C>          <C>
Balance at Dec. 31, 1998                                      9,142,419   $    9,142   $1,179,309   $1,682,504   $2,870,955

Common stock options exercised                                   10,000           10        9,990                    10,000

Common stock issued for services                                  8,336            8       27,606                    27,614

Net Income                                                                                           1,028,514    1,028,514
                                   ----------   ----------   ----------   ----------   ----------   ----------   ----------

Balance at September 30, 1999                                 9,160,755   $    9,160   $1,216,905   $2,711,018   $3,937,083
                                   ==========   ==========   ==========   ==========   ==========   ==========   ==========





                                     See Notes to Consolidated Financial Statements

                                                              4

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                      ORALABS HOLDING CORP AND SUBSIDIARIES


                      Consolidated Statements of Cash Flow
             For the nine months ended September 30, 1999 and 1998
                                    Unaudited


                                                     Nine Months Ended September 30
                                                     ------------------------------
                                                          1999            1998
                                                       -----------    -----------
Cash flows from operating activities
------------------------------------
<S>                                                    <C>            <C>
Net Income                                             $ 1,028,514    $   704,404
                                                       -----------    -----------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
 Depreciation                                               90,596         49,897
 Stock issued for services                                  27,614         11,456
 Changes in assets and liabilities:
 Accounts Payable                                         (188,214)       (89,378)
 Accrued expenses                                           55,900           --
 Accounts Receivable                                      (290,932)       (75,561)
 Inventory                                                (347,562)    (1,146,145)
 Income taxes payable                                      145,866           --
 Other current assets                                       17,484         14,307
                                                       -----------    -----------
Net cash (used in) provided by operating activities        539,266       (531,022)
                                                       -----------    -----------

Cash from investing activities
  Investment in property and equipment                    (204,664)      (231,533)
                                                       -----------    -----------
  Net Cash (used in) investing activities                 (204,664)      (231,533)
                                                       -----------    -----------

Cash flows from financing activities
   Stock issued and additional paid-in capital              10,000          2,200
                                                       -----------    -----------
Net cash (used in) provided by financing activities         10,000          2,200
                                                       -----------    -----------

Net Increase (decrease) in cash and cash equivalents       344,602       (760,355)
Cash and cash equivalents, beginning of the period         348,979      1,023,598
                                                       -----------    -----------
Cash and cash equivalents, end of the period           $   693,581    $   263,243
                                                       ===========    ===========

Supplemental disclosures or cash:
   Income taxes paid                                   $   183,300    $   479,411


                 See Notes to Consolidated Financial Statements

                                        5
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                      ORALABS HOLDING CORP AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

Note 1 - Organization and Summary of Significant Accounting Policies
--------------------------------------------------------------------
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted.  This  report  should,  therefore,  be read in
conjunction  with the Annual  Report on Form 10-KSB for the year ended  December
31, 1998 (the "1998 Form 10-KSB") of Oralabs Holding Corp. and Subsidiaries (the
"Company").

The  information   included  in  this  report  is  unaudited  but  reflects  all
adjustments  which,  in the  opinion  of  management,  are  necessary  to a fair
statement of the results of the interim periods covered thereby. All adjustments
are of a normal and recurring nature except as described herein.

                    Recently Issued Accounting Pronouncements

In June 1997, the FASB issued  Statement of Financial  Accounting  Standards No.
130, "Reporting  Comprehensive  Income" (SFAS 130), which establishes  standards
for  reporting  and  display  of  comprehensive   income,   its  components  and
accumulated balances.  Comprehensive income is defined to include all changes in
equity except those resulting from  investments by owners and  distributions  to
owners.  Among  other  disclosures,  SFAS 130  requires  that all items that are
required to be recognized  under current  accounting  standards as components of
comprehensive  income,  be reported in a financial  statement  that is displayed
with the same prominence as other financial statements.

Also, in June 1997, the FASB issued Statement of Financial  Accounting Standards
No. 131,  "Disclosures about Segments of an Enterprise and Related  Information"
(SFAS 131), which supersedes Statement of Financial Accounting Standards No. 14,
"Financial   Reporting  for  Segments  of  a  Business   Enterprise."  SFAS  131
establishes standards for the way that public companies report information about
operating  segments in annual  financial  statements  and requires  reporting of
selected  information about operating  segments in interim financial  statements
issued to the public.  It also establishes  standards for disclosures  regarding
products and services,  geographic areas and major  customers.  SFAS 131 defines
operating  segments as components of a company  about which  separate  financial
information  is  available  that is evaluated  regularly by the chief  operating
decision  maker  in  deciding  how  to  allocate   resources  and  in  assessing
performance. Currently, the Company only has a single business segment.

SFAS  No.'s 130 and 131 are  effective  for  financial  statements  for  periods
beginning  after  December 15, 1997,  and require  comparative  information  for
earlier periods to be restated.

In February of 1998, the FASB issued Statement of Financial Accounting Standards
No.  132,  "Employers'  Disclosures  about  Pensions  and Other Post  retirement
Benefits" (SFAS No. 132),  which supercedes SFAS No.'s 87, 88, and 106. SFAS No.
132 addresses  disclosure only and is effective for fiscal years beginning after
December 15, 1997. Restatement of disclosures for prior periods is required. The
adoption of SFAS No. 132 will have no current impact on the Company's  financial
statements,  as no  prior  disclosures  under  SFAS  No.  87,  88,  or 106  were
applicable.

In June of 1998, the FASB issued Statement of Financial Accounting Standards No.
133,  "Accounting for Derivative  Instruments and Hedging  Activities" (SFAS No.
133).  SFAS  No.  133  addresses  the  accounting  for  derivative  instruments,
including  certain  derivative  instruments  embedded  in other  contracts,  and
hedging  activities.  SFAS No. 133 is effective  for all fiscal  quarters of all
fiscal years beginning after June 15,1999.  Initial  application of SFAS No. 133
shall be as of the  beginning  of an  entity's  fiscal  quarter,  on that  date,
hedging  relationships  shall  be  designated  anew  and  documented  under  the
provisions  of this  statement.  The  adoption  of SFAS  No.  133  shall  not be
retroactively  applied.  This statement currently has no impact on the financial
statements  of  the  Company,  as the  Company  does  not  hold  any  derivative
instruments or participate in any hedging activities.

                                        6
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                      ORALABS HOLDING CORP AND SUBSIDIARIES

Note 2 - Property and Equipment
-------------------------------

Property and equipment consisted of the following:

Machinery and equipment:
------------------------

                                          September 30,1999
                                          -----------------
Machinery and equipment                       $ 758,069
Leasehold Improvements                          137,533
                                              ---------
                                                895,602
                                              ---------
Less accumulated depreciation                  (350,131)
                                              ---------
                                              $ 545,471
                                              =========


Note 3 - Line-of-Credit
-----------------------

The  Company  has a  line-of-credit  agreement  with a bank  in  the  amount  of
$750,000, which expires May 2000.

Note 4 - Reserve for Returns and Allowances
-------------------------------------------

The company reserves 2% of revenues for returns and allowances of their product.
The reserve is recorded as a  reduction  of revenues  and as a liability  on the
balance  sheet.  The amount  recorded  as a liability  on the  balance  sheet at
September 30,1999 and September 30,1998 is $180,589 and $140,010 respectively.

Note 5- Income Per Share Information
------------------------------------

The following is a  reconciliation  of the  numerators and  denominators  of the
basic and diluted earnings per share (EPS) computations:

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For the Quarter Ended September 30, 1999
----------------------------------------
                                                             Income       Shares    Per Share
                                                           (Numerator) (Denominator)   Amt
                                                           ----------- -------------   ---
<S>                                                        <C>           <C>         <C>
Net Income                                                 $  667,504

Basic EPS
   Weighted average beginning shares outstanding                         9,160,755
   Weighted average options shares issued
   Weighted average shares issued for services
                                                           ----------   ----------
Income available to stockholders                           $  667,504    9,160,755   $   .07
                                                                                     =======


Effect of Dilutive Common Stock Options                                    196,925

Diluted EPS
    Income available to common stockholders plus assumed   ----------   ----------   -------
       Plus assumed conversion computations                $  667,504    9,357,680   $   .07
                                                           ==========   ==========   =======


                                        7
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                            ORALABS HOLDING CORP AND SUBSIDIARIES


For the Nine Months Ended September 30, 1999
--------------------------------------------
                                                             Income        Shares    Per Share
                                                           (Numerator) (Denominator)    Amt
                                                           ----------- -------------    ---
<S>                                                        <C>           <C>         <C>
Net Income                                                 $1,028,514

Basic EPS
   Weighted average beginning shares outstanding                         9,142,419
   Weighted average options shares issued                                    7,119
   Weighted average shares issued for services                               7,810
                                                           ----------   ----------
Income available to stockholders                           $1,028,514    9,157,348   $   .11
                                                                                     =======


Effect of Dilutive Common Stock Options                                    196,925

Diluted EPS
    Income available to common stockholders plus assumed   ----------   ----------   -------
       Plus assumed conversion computations                $1,028,514    9,354,273   $   .11
                                                           ==========   ==========   =======

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For the Quarter Ended September 30, 1998
----------------------------------------
                                                            Income         Shares   Per Share
                                                          (Numerator)  (Denominator)   Amt
                                                          -----------  -------------   ---
<S>                                                        <C>           <C>         <C>
Net Income                                                 $  222,390

Basic EPS
   Weighted average beginning shares outstanding                         9,129,921
   Weighted average options shares issued
   Weighted average shares issued for services
                                                           ----------   ----------
Income available to stockholders                           $  222,390    9,129,921   $   .02
                                                                                     =======


Effect of Dilutive Common Stock Options                                    330,191

Diluted EPS
    Income available to common stockholders plus assumed   ----------   ----------   -------
       Plus assumed conversion computations                $  222,390    9,460,112   $   .02
                                                           ==========   ==========   =======


                                              8
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                            ORALABS HOLDING CORP AND SUBSIDIARIES


For the Nine Months September 30, 1998
--------------------------------------
                                                             Income       Shares    Per Share
                                                          (Numerator)  (Denominator)   Amt
                                                          -----------  -------------   ---
<S>                                                        <C>           <C>         <C>
Net Income                                                 $  704,404

Basic EPS
   Weighted average beginning shares outstanding                         9,129,921
   Weighted average options shares issued
   Weighted average shares issued for services
                                                           ----------   ----------
Income available to stockholders                           $  704,404    9,129,921   $   .08
                                                                                     =======


Effect of Dilutive Common Stock Options                                    330,191

Diluted EPS
    Income available to common stockholders plus assumed   ----------   ----------   -------
       Plus assumed conversion computations                $  704,404    9,460,112   $   .07
                                                           ==========   ==========   =======



                                              9
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                      ORALABS HOLDING CORP AND SUBSIDIARIES

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

Special Note on Forward-Looking Statements
------------------------------------------

     Section 21E of the Securities Exchange Act of 1934, as amended, and Section
27A of the Securities Act of 1933, as amended, provide a safe harbor for certain
forward-looking  statements.  This quarterly report contains statements that are
forward-looking.   Forward  looking  statements  include  those  which  are  not
historical facts,  including without  limitation  statements about  management's
expectations  for any period beyond the fiscal quarter ended September 30, 1999.
Words such as "expect",  "anticipat",  "believe",  "intend" and  "estimate"  and
similar  expressions  are  examples  of words  which  identify  forward  looking
statements.  While these statements reflect the Company's beliefs as of the date
of this report,  they are subject to assumptions,  uncertainties  and risks that
could cause actual  results to differ  materially and adversely from the results
contemplated,  forecast or estimated in the forward-looking  statements included
in this report.  These factors include,  but are not necessarily limited to, the
impact of competitive products,  the acceptance of new products or product lines
in the marketplace,  the Company's ability to manage growth, the availability of
an adequate workforce and changes in market conditions.


Results of Operations. For the three month period ending September 30,1999 as
compared with the three month period ending September 30,1998.
--------------------------------------------------------------

Product sales increased $1,289,087 or 87%. The increase was substantially due to
continued growth in lip balm sales.

Service income from Related Party decreased $269,850.  The agreement for Service
income was terminated as of July 1, 1999.

Gross profit increased by $386,295, primarily as a result of overall growth from
the increased  Sales.  Gross Profit as a percentage  of Product Sales  decreased
from  58%  to  45%,  due  in  large  part  to  increased  promotional  costs  of
approximately $195,000, which was used primarily to gain new business.

Engineering had no material change for this period.

Selling and marketing increased $53,506.  The increase was from a combination of
increased  Salaries  and  Commissions  of  approximately  $90,000 and  increased
Selling Office expenses of  approximately  $18,000,  which was offset by reduced
Advertising of  approximately  $27,000 and reduced  Consulting of  approximately
$27,500.

General and  administrative  decreased $53,740  substantially from a decrease in
professional   fees.  Some  professional  fees  were  reallocated  to  the  cost
associated with the company's transaction as outlined in Other Income.

Other Operating Expenses had no material change for this period.

Other Income increased $307,825.  This was substantially due to a transaction in
which the Company received a one-time cash payment and a small minority interest
in a company  that  acquired  ownership  of Pecos  Pharmaceuticals,  a vendor of
nutritional supplements.

Net income increased $445,114, or 200% as outlined above.


Results of Operations. For the nine month period ending September 30,1999 as
compared with the nine month period ending September 30,1998.
-------------------------------------------------------------

Product sales increased $1,834,192 or 38%. The increase was substantially due to
continued growth in lip balm sales.

Service income from Related Party decreased $374,035.  The agreement for Service
income was terminated as of July 1, 1999.

                                       10
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                      ORALABS HOLDING CORP AND SUBSIDIARIES

Gross  profit  increased  by  $437,100  and as a  percentage  of  Product  Sales
decreased  from 54% to 46%. As was the case for the previously  discussed  three
month period the overall growth was from the increased  Sales. The decrease as a
percentage of Product Sales was due in part to an increased  promotional cost of
approximately  $371,000 (10.2% as compared to 6.4%),  used primarily to gain new
business.  Additionally,  the discontinuation of the Company's sore throat spray
line  during  the  second  quarter of 1999 with the  consequential  disposal  of
obsolete  inventory in the amount of  approximately  $134,000  further  impacted
Gross Profit.

Engineering had no material change for this period.

Selling and marketing  increased  $130,350.  The increase was  primarily  from a
combination of increased  Salaries and  Commissions of  approximately  $160,000,
which was offset by reduced Consulting of approximately $37,000.

General and administrative had no material change for this period.

Other Operating Expenses had no material change for this period.

Other Income increased $292,668.  This was substantially due to a transaction in
which the Company received a one-time cash payment and a small minority interest
in a company  that  acquired  ownership  of Pecos  Pharmaceuticals,  a vendor of
nutritional supplements.

Net income increased $324,110, or 46% as outlined above.


Liquidity and Capital Resources. Balance Sheet as of September 30,1999 Compared
to December 31, 1998.
---------------------

Cash increased  $344,602.  Net income of $1,028,514 for the first nine months of
1999 as compared to Net Income of $818,559 for the  twelve-month  period of 1998
increased  by  $209,955.  The  increase  in Net Income in  combination  with the
operating and property and equipment investment  activities discussed below give
further  explanation  as to the  increase in cash of $344,602 as outlined in the
Consolidated Statements of Cash Flow.

Accounts Receivable  increased  $290,932.  The increase was substantially due to
increased  sales,  particularly in September,  which was primarily  reflected in
current receivables (1 to 30 days).

Inventory increased  $347,562.  As stated in the June 30, 1999 Form 10-QSB. "The
increase  is  primarily  due to volume  purchases  of raw  materials  at reduced
prices,  which will enable the Company to maintain  higher stock levels for open
and  projected  orders from  Wal-Mart and Kmart in the lip balm category and for
nutritional supplement customers."

The nutritional supplement inventory remains high relative to sales dollars. The
primary  reason is that one item (5HTP) was  purchased  in large  quantities  in
anticipation of increased demand which did not occur.  The company  continues to
actively negotiate for the sale of this inventory. The value of our current 5HTP
inventory is approximately  $593,000.  The market demand for 5HTP is moderate to
low.  Our  inventory  levels are too high for the current  sales rate.  This has
decreased our cash flow and affected  liquidity.  We hope to have this inventory
converted to cash during the fourth quarter, or we will expect a write down.

Property and  Equipment  increased by $114,068.  The increase is for  additional
labeling and filling  capacity to support our  continued  growth in the lip balm
category.

Accounts  payable  decreased  $188,214.  The  decrease is  substantially  due to
decreased Trade payables.

Income taxes payable increased  $145,866.  This is the result of higher revenues
in the last month of the quarter. Accordingly, income taxes payable were accrued
but not paid.

Retained  Earnings  increased  $1,028,514.  This  increase is as a result of net
income year to date.

                                       11
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                      ORALABS HOLDING CORP AND SUBSIDIARIES

Trends
------

Lip Balm continued to grow at an accelerated pace during the 3rd quarter of 1999
and was up 113% year to date as compared to the same time period last year.  The
company expects  additional growth to continue  throughout the fourth quarter of
1999,  with comparable  results for this product  category to the 3rd quarter of
1999.  We have  expanded  our capacity in lip balm  production  and are planning
additional  increased  capacity to keep up with  demand.  The success of our Lip
Rageous brand of flavored and colored lip balm appears to still have more upside
as we add more  retailers  and as we  experience  excellent  sell through at the
retail  level.  Last quarter we projected  that lip balm would become 50% of our
business  by the end of the year and that has  already  happened.  We expect lip
balm to become an even larger part of our product mix.

Breath  Fresheners  have  slowed  although  we are seeing and expect to see some
growth in the near  future.  Breath  Fresheners  revenue was down by 13% year to
date as compared to the same time period last year.

Sour Drops are  expected to grow at a slightly  higher pace  through the rest of
the year and the foreseeable  future.  Sour drop revenue was up one-half percent
(1/2%) year to date as  compared  to the same time  period last year.  Projected
increases are due to an expanded customer base.

Nutritional  Supplements  continues  to be an area of  great  potential  for the
Company.  Our strategy of niche products sales has resulted in sales slower than
we would like but we believe it is still a sound direction.  Revenue was up 113%
year to date as compared to the same time  period last year.  Our  relationships
and contacts at the retail level should allow for continued growth.

Classes of Trade. From a distribution standpoint our highest sales for the first
six months of 1999 were Domestic  Convenience  Stores at 23%;  International  at
19%;  Mass  Discount-Variety  Chains at 10%;  Dollar  Stores at 10%;  and Beauty
Supply Stores at 8%;. We anticipate continued growth as a percentage to occur in
the Mass  Discount-Variety  Chains with Wal-Mart and Kmart leading the way. Drug
Stores, currently at 6%, could climb into the top five categories with increased
presence from Rite Aid and Walgreens paving the way.

Impact of Inflation.  The Company's financial condition has not been affected by
the modest inflation of the recent past. The Company believes that revenues will
not be materially  affected by  inflation.  The Company's lip care and oral care
products  are  primarily  very low cost,  impulse  items  (under  $0.99 cents to
consumers)  and  the  nutritional  supplements  are a small  part  of  revenues.

Year 2000. Many computer  systems were written using two digits rather than four
to define the applicable  year. As a result,  those computer  programs have time
sensitive  software  that  recognizes  a date using "00" as the year 1900 rather
than the year 2000. This could cause a system failure or miscalculations causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

The Company utilizes software vendors for its computer program applications. The
installation  of a year  2000  compliant  version  of the  Company's  financial,
inventory,  and production  software was completed  during the fourth quarter of
1998.  The Company has also  completed an  assessment  of its internal  personal
computer network, which is year 2000 compliant.  Updating telephones,  facsimile
machines and labeling  equipment for year 2000 was  completed  during the fourth
quarter of 1998. The voice mail system was recently replaced to become year 2000
compliant.

The  Company's  cost of  becoming  year 2000  compliant  is not  material to the
financial  condition  of the  Company.  To date the Company has  incurred  minor
expenses,  primarily  for  assessment of the year 2000 issue,  development  of a
modification  plan, and the installation of a year 2000 compliant version of its
financial, inventory, and production software.

Our suppliers and  customers who could  adversely  effect our business have been
surveyed for Year 2000 compliance.  All of our material  business  partners have
stated that either they have or will achieve Year 2000  compliance.  The Company
has not  determined  the extent to which the  Company  may be  impacted by third
parties'  systems, which may not be year 2000 compliant.  Accordingly,  the year
2000 computer issue may create risk for the Company from third parties with whom
the Company deals. There can be no assurance that the systems of other companies
with whom the  Company  deals  with will be timely  converted,  or that any such
failure to convert by another  company  could not have an adverse  effect on the
Company. The Company has determined that back up suppliers are available and the
Company's material customers such as Wal-Mart,  Kmart and Rite-Aid are year 2000
compliant. Therefore, no formalized contingency plan is scheduled.

                                       12

<PAGE>


                      ORALABS HOLDING CORP AND SUBSIDIARIES

PART II - OTHER INFORMATION

Item No. 1.    Legal  Proceedings.  The  Company is not a party to any  material
               pending legal proceedings to which either it or its subsidiary is
               a party or of which any of its property is subject except for the
               litigation  described in Item 1 of Part II of the Company's  Form
               10-QSB filed for the period ended June 30, 1999.

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) Financial  Data Schedule for 9 months ended  September 30, 1999 and amended
financial  data  schedule  for 9 month period  ended  September  30, 1998 (filed
herewith)


(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 2, 1999

                                       13

<PAGE>

                      ORALABS HOLDING CORP AND SUBSIDIARIES

                                  EXHIBIT INDEX


EX- (27)  Financial  Data  Schedule  for 9 months ended  September  30, 1999 and
amended  financial  data  schedule for 9 month period ended  September  30, 1998
(filed herewith )











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