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

                                  FORM 10-QSB/A

|X|     Quarterly Report under Section 13 or 15(d) of the Securities Exchange
        Act of 1934.
     
        For the quarterly period ended: March 31, 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)
                        80110
                     
                                 (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 May 1, 1998,  Issuer had 9,123,555 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 1.   Financial Statements

               Consolidated Balance Sheets as of March 31, 1998
                 (Unaudited) and December 31, 1997.......................2

               Consolidated Statements of Income Three Months Ended
                 March 31, 1998 and March 31, 1997 (Unaudited)...........3

               Consolidated Statement of Changes in Stockholders
                 Equity from December 31, 1997 through March 31,
                 1998 (Unaudited)........................................4

               Consolidated Statements of Cash Flows, Three Months
                 Ended March 31, 1998 and March 31, 1997 (Unaudited).....5

               Notes to Consolidated Financial Statements................6

  Item 2.      Management's Discussion and Analysis of Financial
                 Conditions and Results of Operations....................9

Part II.       Other Information.........................................11

Exhibit Index ...........................................................13



                                        1

<PAGE>

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

                                 BALANCE SHEETS
                                   (Unaudited)

                                                          March 31   December 31
                                                            1998         1997
                                                         ----------  -----------
Current Assets
         Cash in bank                                    $1,264,483   $1,023,598
         Inventory                                          780,426      599,270
         Accounts receivable, net of allowance
           for doubtful accounts                            562,176      686,668
         Other current assets                               140,496      159,679
                                                         ----------   ----------
           Total Current Assets                           2,747,581    2,469,215

Property and equipment, net of accumulated
  depreciation                                              224,403      214,732
                                                         ----------   ----------

Total Assets                                             $2,971,984   $2,683,947
                                                         ==========   ==========

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

Current Liabilities
         Accounts payable and accrued expenses           $  596,327   $  556,865
         Income taxes payable                               126,910      119,586
                                                         ----------   ----------
           Total Current Liabilities                        723,237      676,451
                                                         ----------   ----------

Stockholders' Equity:
         Preferred stock - $.01 par value
          1,000,000 shares authorized
          none issued and outstanding                          --           --
         Common stock - $.001 par value,
          100,000,000 shares authorized;
          9,123,555 shares issued and
           outstanding                                        9,124        9,124
         Additional paid-in capital                       1,134,427    1,134,427
         Retained earnings                                1,105,196      863,945
                                                         ----------   ----------
           Total Stockholders' Equity                     2,248,747    2,007,496
                                                         ----------   ----------

Total Liabilities and Stockholders' Equity               $2,971,984   $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           Ended
                                                      March 31,       March 31,
                                                        1998            1997
                                                    -----------     ------------
Revenue:
      Sales                                          $1,808,643       $1,719,262
      Cost of sales                                     935,003          671,451
                                                     ----------       ----------
         Gross Profit                                   873,640        1,047,811
                                                     ----------       ----------

Operating Expenses
      Salaries                                          178,683          372,144
      Bad debts                                           9,043            8,596
      Rent                                               28,750           16,500
      Commissions                                        40,496           72,671
      Research and development                           38,202            1,928
      Depreciation                                       15,665           10,490
      Other operating expenses                          211,741          160,432
                                                     ----------       ----------
        Total Operating Expenses                        522,580          642,761
                                                     ----------       ----------

Net Operating Income                                    351,060          405,050
                                                     ----------       ----------

Other Income
      Interest income                                    14,515            4,784
                                                     ----------       ----------
         Total Other Income                              14,515            4,784
                                                     ----------       ----------

Net Income before taxes                                 365,575          409,834

Provision for Income taxes                              124,324             --
                                                     ----------       ----------

Net Income                                           $  241,251       $  409,834
                                                     ==========       ==========

Net Income per Common Share                          $      .03       $      .05
                                                     ==========       ==========

Weighted Average Shares Outstanding                   9,123,555        7,798,784
                                                     ==========       ==========

Diluted Income per Share                             $      .03       $      .05
                                                     ==========       ==========

Diluted Weighted Average Shares Outstanding           9,498,555        7,798,784
                                                      =========        =========



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

                                        3

<PAGE>
<TABLE>
<CAPTION>
                                            ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARIES

                                         CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                               From December 31, 1997 through March 31, 1998
                                                                (Unaudited)



                                                                                   Additional
                                Preferred Stock             Common Stock             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
Net income for the Three
month period ended March 31,
1998                                --         --            --            --            --         241,251       241,251
                                 -----    ---------    ----------    ----------    ----------    ----------    ----------
                                                                                                                    1998
Balance at March 31, 1998           --    $    --       9,123,555    $    9,124    $1,134,427    $1,105,196    $2,248,747
                                 =====    =========    ==========    ==========    ==========    ==========    ==========










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

                                                                     4
</TABLE>

<PAGE>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                  Three Months      Three Months
                                                     Ended              Ended
                                                   March 31,           March 31,
                                                      1998               1997
                                                  ------------      ------------
Cash Flows from Operating Activities:
      Net income                                   $   241,251      $   409,834
      Adjustments to reconcile net
       loss to net cash used
       in operating activities
         Depreciation                                   15,665           10,490
         Increase (decrease) in accounts
          payable and accrued expenses                  39,463          (93,828)
         (Increase) decrease in accounts
          receivable                                   124,492         (144,620)
         Decrease (increase) in inventory             (181,156)         121,391
         Other, net                                     26,506          (67,131)
                                                   -----------      -----------


Net Cash Provided by Operating
 Activities                                            266,221          236,136
                                                   -----------      -----------


Cash Flows from Investing Activities:
      (Acquisitions) of property and
       equipment                                       (25,336)         (19,692)
                                                   -----------      -----------


      Net Cash Provided by (Used in)
       Investing Activities                            (25,336)         (19,692)
                                                   -----------      -----------


Cash Flows from Financing Activities                      --               --
                                                   -----------      -----------


Increase in cash                                       240,885          216,444

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


Cash, End of Period                                $ 1,264,483      $   336,843
                                                   ===========      ===========


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


Income Taxes Paid                                  $   117,000      $      --
                                                   ===========      ===========





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

                                        5

<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             March 31, 1998 and 1997

(1)      Organization
         ------------

          Oralabs Holding Corp.  (OHC) a Colorado  corporation was formed during
          June  1997.  SSI  Capital  Corp.  (SSI)  a New  York  corporation  was
          incorporated  on January 30, 1981. In 1996, SSI had a November 30 year
          end but in 1997 it was  changed to a December  31 year end.  Effective
          August 22, 1997,  SSI was merged into Oralabs  Holding  Corp.  and the
          outstanding  shares of SSI were converted to shares of Oralabs Holding
          Corp.  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 incorporated on
          August 10,  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  incorporated on October 23,
          1997.  As of  March  31,  1998  this  corporation  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 March 31, 1998,  the  statements of income and
          the  statements  of cash flows for the three month periods ended March
          31,  1998  and  March  31,  1997  and  the  statement  of  changes  in
          stockholders'  equity for the three month  period ended March 31, 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 March 31, 1998,  and for all
          periods presented, have been made.

                                        6

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             March 31, 1998 and 1997
               ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             March 31, 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 Service 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 month period ended March 31, 1998 was computed giving effect
          to the 500,000  options  outstanding  exercisable  at $1.00 per share,
          with an  approximate  market value of $4.00 per share,  summarized  as
          follows:

                 For the Three Month Period Ended March 31, 1998
                 -----------------------------------------------

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

     Income available to
      Common Stockholders            $241,251        9,123,555       $    .03

   Effect of Dilutive
    Securities:

     Options                                -          375,000
                                     --------        ---------

   Diluted Income Per Share:

     Income available to
     Common Stockholders              $241,251        9,498,555       $    .03
                                      ========        =========       ========


                                      7
<PAGE>


               ORALABS HOLDING CORP. AND CONSOLIDATED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             March 31, 1998 and 1997

(5)      Income Per Share Information, Continued
         ---------------------------------------

          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 $4.00,  less
                    exercise  price of $1.00 per share,  equals $3.00 per share,
                    divided  by $4.00 per share  times  500,000,  the  number of
                    options outstanding, equals 375,000 shares.

          Since the options were  granted  subsequent  to March 31, 1997,  there
          were no  dilutive  securities  outstanding  at  March  31,  1997,  and
          therefore,  basic  and  diluted  income  per share  computations  were
          identical.

                                      8

<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) months ended March 31, 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.

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

For the period  ending March 31, 1998 as compared  with the period  ending March
31, 1997.

     Gross profit decreased by $174,000.  This is predominantly  attributable to
the start up cost for introduction of a new mouthwash line introduced during the
quarter as well as additional expenses for product promotions  undertaken during
the quarter.

     Salaries  decreased  by  $193,000.  This was the result of a  non-recurring
event by which stock was issued to two  employees of OraLabs,  Inc. for services
in the areas of human  resources and investor  relations in preparation  for the
Company's  entry into the public  marketplace.  The accrual for the period ended
March 31, 1997 was in the amount of $255,000  (the balance of the accrual in the
amount of $85,000 occurred in the quarter ended June 30, 1997). The reduction in
salaries reflected in the comparison of the two quarters was partially offset by
salaries paid for additional  staffing in sales and engineering in the amount of
$62,000.

     Rent increased by $12,000.  This was the result of additional rent incurred
to lease a second warehouse facility and a one-time  adjustment in the timing of
the accrual to rent owed for the headquarters facility.

     Commissions decreased by $32,000 as a result of increased in-house sales.



                                        9

<PAGE>



     Research  and  development  increased  by  $36,000.  This was the result of
marketing research for a proposed line of vitamin and nutritional supplements.

     Other  Operating  Expenses  increased by $51,000.  This was  primarily  the
result of increased legal fees related to public  compliance work, the hiring of
consultants for the marketing of vitamin supplements and travel abroad to expand
international business.

     Income taxes  increased by $124,000.  This was the result of 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.

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

Balance Sheet as of March 31, 1998 Compared to December 31, 1997
----------------------------------------------------------------

     Cash  increased  $241,000 as a result of  additional  cash from  operations
during the quarter.

     Inventory increased by $181,000. This is a result of expanded product lines
creating a need for a broader based raw materials inventory.

     Accounts receivable  decreased by $124,000.  This was the result of reduced
sales due to seasonal fluctuations in sales of cough and cold products.

     Retained  earnings  increased  $241,000  as a  result  of net  income  from
operations.

Trends.
-------

     The  Company  has been  broadening  its  product  base by  capitalizing  on
management's  research  and  development  abilities,  while  utilizing  existing
packaging components and manufacturing technology of the Company. This broadened
product base has given the Company more  stability in the market place by making
the Company less reliant on any individual  product.  The broadened product base
has expanded the Company's  customer  base and helped to increase  business with
existing  customers.  In addition to a broadened  product base,  the Company has
established new markets for its products, such as mass retailers and drugstores,
rather than being primarily focused on convenience  stores.  The Company expects
this trend to continue, although sales to convenience stores remain an important
part of the Company's sales strategy.

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

     The  Company's  financial  condition  has not been  affected  by the modest
inflation of the recent past.  The Company's  revenues have not been  materially
effected by inflation in part because the Company's products have been primarily
very low cost,  impulse  items (under $0.99 cents to  consumers).  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 medicinal  (such as products to reduce sore throat  symptoms),
will not be materially affected by inflation.



                                        10

<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)                       Financial Data Schedule

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




                                       11

<PAGE>



                                   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:    May 19, 1998.


                                       12

<PAGE>


                                  EXHIBIT INDEX


     (27) Financial Data Schedule (filed herewith)



                                       13