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:   March 31, 1999

           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 March 31, 1999 Issuer had 9,160,755 shares of common stock, $.001 Par
Value, outstanding.

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


<PAGE>
                                      INDEX
                                      -----

                                                                        Page
                                                                       Number
                                                                       ------

Part 1.  Financial Information

Item 1.  Financial Statements

         Consolidated Balance Sheets as of March 31,                     3
            1999 (Unaudited) and December 31, 1998

         Consolidated Statements of Operations                           4
            Three Months Ended March 31, 1999 and
            1998 (Unaudited)

         Consolidated Statement of Stockholders'                         5
             Equity from December 31, 1998
             through March 31, 1999 (Unaudited)

        Consolidated Statements of Cash Flows,                           6
             Three Months Ended March 31, 1999 and
             March 31, 1998 (Unaudited)

        Notes to Consolidated Financial Statements                       7

Item 2. Management's Discussion and Analysis of                         10
        Financial Conditions and Results of Operations

Part II.  Other Information                                             13


Exhibit Index                                                           14







                                        2

<PAGE>
<TABLE>
<CAPTION>


                                      ORALABS HOLDING CORP. AND SUBSIDIARIES
                                            Consolidated Balance Sheets
                                            ---------------------------


                                                                       March 31,             December 31,
                                                                          1998                  1998
                                                                       ---------             ------------
                                                                       Unaudited
<S>                                                                   <C>                   <C>   
                              Assets
Current assets
  Cash and cash equivalents                                              562,916                348,979
  Accounts receivable, net of allowance for
  doubtful accounts of $43,628 and $33,007, respectively               1,425,299              1,125,425
  Inventory                                                            2,000,498              1,962,137
  Deferred income taxes                                                   58,060                 58,060
  Prepaid expenses                                                       128,278                125,242
                                                                      ----------             ----------
    Total current assets                                               4,175,051              3,619,843

Property and equipment at cost, net                                      473,139                431,403
                                                                      ----------             ----------

Total assets                                                           4,648,190              4,051,246
                                                                      =================================

                   Liabilities and Stockholders' Equity

Current liabilities
  Accounts payable                                                    $1,197,134             $  858,866
  Accrued liabilities                                                    204,786                197,190
  Income taxes payable                                                   113,600                106,294
                                                                      ----------             ----------
    Total current liabilities                                          1,515,520              1,162,350

Deferred tax liability                                                    17,941                 17,941
                                                                      ----------             ----------
Total liabilities                                                      1,533,461              1,180,291
                                                                      ----------             ----------

Commitments and contingencies

Stockholders' equity
  Preferred stock, $.001 par value, 1,000,000 shares
  authorized; none issued and outstanding                                      0                      0
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                                                      1,888,664              1,682,504
                                                                      ----------             ----------
Total stockholders' equity                                             3,114,729              2,870,955
                                                                      ----------             ----------


Total liabilities and stockholders' equity                            $4,648,190             $4,051,246
                                                                      =================================

                                 See notes to consolidated financial statements.

                                                         3
</TABLE>

<PAGE>

                      Consolidated Statements of Operations
                      -------------------------------------
                       For the Three Months Ended March 31
                       -----------------------------------
                                    Unaudited
                                    ---------

                                                        March 31,      March 31,
                                                         1999            1998
                                                       ----------     ----------
Revenue
  Product sales                                        $2,065,705     $1,808,643
 Service Income from Related Party                         58,458              0
  Total Revenues                                        2,124,163      1,808,643
  Cost of sales                                         1,163,747      1,000,621
                                                       -------------------------
    Gross profit                                          960,416        808,022
                                                       -------------------------

Operating expenses
  Engineering                                              43,901         25,588
  Selling and marketing                                   296,968        198,583
  General and administrative                              273,357        229,834
  Other                                                    38,055          2,957
                                                       -------------------------
    Total operating expenses                              652,281        456,962
                                                       -------------------------

Net operating income                                      308,135        351,060

Other income (expense)
  Interest and other income                                 4,228         14,515
                                                       -------------------------
    Total other income (expense)                            4,228         14,515
                                                       -------------------------

Net income before provision for income taxes              312,363        365,575

Provision for income taxes
Current                                                    85,598        124,324
Deferred                                                   20,605              0
                                                       -------------------------
                                                          106,203        124,324
                                                       -------------------------

Net income                                                206,160        241,251

Basic income per common share                          $     0.02     $     0.03
                                                       =========================

Weighted average shares outstanding                     9,168,834      9,123,555
                                                       =========================

Diluted income per share                               $     0.02     $     0.03
                                                       =========================

Diluted weighted average shares outstanding             9,350,451      9,451,168
                                                       =========================

                See notes to consolidated financial statements.

                                        4


<PAGE>
<TABLE>
<CAPTION>


                                      ORALABS HOLDING CORP. AND SUBSIDIARIES

                                   Consolidated Statement of Stockholders' Equity
                                   From December 31, 1998 through March 31, 1999
                                                     Unaudited

                                                                        
                                         Preferred Stock           Common Stock                        Additional
                                    ------------------------------------------------        Paid-In     Retained
                                       Shares       Amount       Shares       Amount        Capital     Earnings        Total
                                    --------------------------------------------------------------------------------------------

<S>                                   <C>           <C>         <C>          <C>          <C>          <C>          <C>
Balance at December 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                                  --           --           --           --           --        206,160      206,160

                                      ----------------------------------------------------------------------------------------
Balance at March 31, 1999                   --           --      9,160,755        9,160    1,216,905    1,888,664    3,114,729
                                      ========================================================================================



                                   See notes to consolidated financial statements


                                                               5
</TABLE>


<PAGE>


                     ORALABS HOLDING CORP. AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
               For the three months ended March 31, 1999 and 1998
                                    Unaudited


                                                        For the 3 Months
                                                          Ended March 31,
                                                    ---------------------------
                                                        1999            1998
                                                    -----------     -----------
Cash flows from operating activities
Net income                                          $   206,160     $   241,251
                                                    -----------     -----------
Adjustments to reconcile net
 income to net cash provided
 by (used in) operating activities
Depreciation                                             28,360          15,665
Stock issued for services                                27,614            --
Changes in assets and liabilities
  Accounts payable                                      338,268          39,463
  Accrued expenses                                        7,596            --
  Accounts receivable                                  (299,874)        124,492
  Inventory                                             (38,361)       (181,156)
  Income taxes payable                                    7,306            --
  Other current assets                                   (3,036)         26,506
                                                    -----------     -----------
                                                         
Net cash (used in) provided
 by operating activities                                274,033         266,221
                                                    -----------     -----------

Cash from investing activities
Investment in property and equipment                    (70,096)        (25,336)
                                                    -----------     -----------
Net cash (used in) investing activities                 (70,096)        (25,336)
                                                    -----------     -----------
Cash flows from financing activities
Stock issued and additional paid-in capital              10,000            --
                                                    -----------     -----------
Net cash (used in) financing activities                  10,000            --
                                                    -----------     -----------

Net increase (decrease) in
 cash and cash equivalents                              213,937         240,885
Cash and cash equivalents,
 beginning of period                                    348,979       1,023,598
                                                    -----------     -----------
Cash and cash equivalents, end of period            $   562,916     $ 1,264,483
                                                    ===========     ===========



Supplemental disclosures of cash flow information:

Cash paid for income taxes in the first  quarter of 1999 was $106,293 and in the
first quarter of 1998 was $117,000.

                See notes to consolidated finanical statements.


                                       6

<PAGE>

                     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  Postretirement
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.

                                       7

<PAGE>


                     ORALABS HOLDING CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements


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

Property and equipment consisted of the following:

                                                                March 31,
                                                                  1999
                                                               ----------

Machinery and Equipment                                          $627,263
Leasehold Improvements                                            131,670
                                                               ----------
                                                                  758,933
                                                               ----------
  Less Accumulated depreciation                                 (285,794)
                                                               ----------
                                                                 $473,139
                                                               ==========

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

The Company renewed their line-of-credit  agreement with a bank in the amount of
$750,000  which  originally  expired May 1999. It has been amended to expire May
2000. All other terms remain unchanged.

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 March
31,1999 and March 31,1998 is $146,632 and $137,758, respectively.

                                       8

<PAGE>

                     ORALABS HOLDING CORP. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

Note 5 - Earnings Per share
---------------------------

The following is a  reconciliation  of the  numerators and  denominators  of the
basic and diluted earnings per share (EPS) computations:
<TABLE>
<CAPTION>
                                                                           For the Quarter Ended March 31, 1999
                                                                    ---------------------------------------------------
                                                                      Income                Shares            Per-Share
                                                                    (Numerator)          (Denominator)
                                                                    -----------          -------------

<S>                                                                 <C>                   <C>      
Net income                                                          $  206,160                              

Basic EPS
   Weighted average beginning shares outstanding                          --               9,160,755             
   Weighted average option shares issued                                  --                   3,407             
   Weighted average shares issued for services                            --                   4,672            
                                                                    ----------            ----------
   Income available to common stockholders                             206,160             9,168,834            $  .02
                                                                                                                ======
 Effect of Dilutive Common Stock
   Options                                                                --                 181,617             --

 Diluted EPS
   Income available to common stockholders
    plus assumed conversions                                        $  206,160             9,350,451            $  .02
                                                                    ==========            ==========            ======


                                                                              For the Quarter Ended March 31, 1998
                                                                    ----------------------------------------------------
                                                                       Income               Shares             Per-Share
                                                                    (Numerator)          (Denominator)
                                                                    -----------          -------------

Net income                                                          $  241,250

Basic EPS
   Weighted average beginning shares outstanding
                                                                          --               9,123,555
   Weighted average option shares issued                                  --                   --
   Weighted average shares issued for services                            --                   --
                                                                     ---------           -----------
   Income available to common stockholders                             241,250             9,123,555            $  .03
                                                                                                                ======

 Effect of Dilutive Common Stock
   Options                                                                                   327,613

 Diluted EPS
   Income available to common stockholders plus assumed conversions
                                                                     $ 241,250             9,451,168            $  .03
                                                                     =========           ===========            ======

</TABLE>



                                           9




<PAGE>


ITEM 2.
-------

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


Results of Operations. For the period ending March 31, 1999 as compared with the
period ending March 31, 1998.
--------------------------------------------------------------------------------

Product sales increased  $257,062 or 3%. The increase was  substantially  due to
growth in lip balm sales.

Service income from Related Party increased $58,458.  In April 1998, the Company
entered  into a  management  agreement  with a  company  owned by the  Company's
president. The Company receives a fee for providing certain receiving,  shipping
and accounting services. The costs related to this income are insignificant.

Selling  and  marketing  increased  $98,385.   Of  this  amount:   Salaries  and
commissions increased $53,000, which relates to increased revenues;  Trade shows
and travel increased $23,600, which was primarily due to our first international
sales  meeting in  conjunction  with a trade show in  Germany;  and  advertising
increased $17,300 primarily from Nutritional Supplements ads.

General and  administrative  increased  $43,523.  Of this  amount:  salaries and
payroll taxes increased $45,200; Legal increased $19,700; Depreciation increased
$12,700; and Research and Development decreased $33,500.

Other operating  expenses increased  $35,099.  Of this amount,  stock issued for
services under a consulting agreement increased $27,600 and stock administrative
fees increased $7,500.

Net income decreased $53,211 primarily due to the increased  operating  expenses
as outlined above.


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

Cash  increased  $213,937.  Net income of $206,160  contributed to cash with the
remaining operating,  investing, and financing activities having a net effect of
$7,777 as outlined in the Consolidated Statements of Cash Flows.

Accounts  receivable   increased  $299,874.   Receivables  before  open  credits
increased by $106,200 due to increased  sales on account.  Customer open credits
booked to accounts  payable went up $204,600 due to unapplied  payments that are
scheduled to be reconciled in the second quarter.

Accounts payable increased  $338,268.  Trade payables  increased $119,900 due to
timing of vendor  invoicing.  Customer open credits  booked to accounts  payable
went up $204,600 due to unapplied  payments  that are scheduled to be reconciled
in the second quarter.



                                       10




<PAGE>



Trends.  During the first quarter of 1999 the Company  experienced growth in Lip
Balm and is  anticipating  additional  growth  as the year  progresses.  We have
expanded our capacity in lip balm  production  to meet the  increased  demand by
running our production more  efficiently and by adding  machinery.  The Lip Balm
and Candy (sour drops)  categories  are very large  relative to the Breath Drops
category.  We believe that our marketing  strategy is responsible for the growth
in lip balm and sours sales.

Conversely,  our Breath  Drops  business is flat  primarily  due to  traditional
breath mint competition  introducing "power" breath mints. Any revenue growth in
our breath drops sales would come from additional store distribution.

Sour Drops have  increased  in the candy  category,  which like Lip Balm is very
large. We have automation that produces both Breath Drops and Sour drops. We are
currently  running at less than half capacity in these areas.  Any growth can be
accommodated without any new capital.

Nutritional Supplements continues to be an area of potential for the Company. We
have orders  booked for the second  quarter  that will give us momentum  for our
anticipated growth.

From a  distribution  standpoint our highest sales for the first quarter of 1999
were Domestic Convenience Stores at 26%;  International at 16%; Dollar Stores at
14%;  Beauty  Supply Stores at 12%; and Mass  Discount-Variety  Chains at 8%. We
anticipate  Mass  Discount-Variety  Chains  to  make a  larger  contribution  to
revenues in the second quarter.

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 expected to be year 2000 compliant by the end of June
1999.  Updating  telephones,  facsimile machines and labeling equipment for year
2000 was completed  during the fourth  quarter of 1998. The voice mail system is
scheduled to be year 2000 compliant by the end of June 1999.

The Company does not believe that the cost of becoming year 2000  compliant will
be 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.


                                       11




<PAGE>



The cost of the  project  and the dates on which the  Company  believes  it will
complete the year 2000  modifications  are based on management's best estimates.
However,  there can be no  guarantee  that  these  estimates  will be  achieved.
Failure  to be year 2000  compliant  in a timely  fashion  could have a material
adverse effect on the Company's operations and financial condition.

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.  During the second  fiscal  quarter the  Company  will  resurvey  those
suppliers  and customers  who had  previously  advised us that they were not yet
year 2000 compliant,  and the Company will then determine if a contingency  plan
needs to be formulated.





                                       12




<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  for three  months ended March 31,
                    1999 and amended
                    Financial  Data  Schedule  for three  months ended March 31,
                    1998

(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: May 17, 1999









                                       13




<PAGE>


                     

                                  EXHIBIT INDEX

(27)   Financial Data Schedule for three months ended March 31, 1999 and amended
       Financial Data Schedule for three months ended March 31, 1998




                                       14