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:   June 30, 1998

        or

|_|     Transition Report Pursuance to Section 13 or 15(d) of the Securities
        Exchange Act of 1934.

For the transition period from                     to
                               --------------------    ----------------------


Commission File Number:             000-23039
                            ------------------------

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

             Colorado                                   14-1623047
 -------------------------------                     ------------------
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                      Identification No.)


2901 South Tejon, Englewood, Colorado                       80110
-------------------------------------                       -----
(Address of principal executive offices)                  Zip Code
                       
                    
                                 (303) 783-9499
                                 --------------
                           (Issuer's telephone number)

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

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                          |X|  Yes            |_|  No

          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                        DURING THE PRECEDING FIVE YEARS:

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

                           |_|  Yes            |_|  No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     As of June 30 , 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 I.  Financial Statements

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

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

               Consolidated Statements of Income Six
                  Months Ended June 30, 1998 and
                  June 30, 1997 (Unaudited)                               4

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

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

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

             Notes to Consolidated Financial Statements                   8

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

Part II.  Other Information                                              14

Exhibit Index                                                            15



                                       1

<PAGE>


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

                                 BALANCE SHEETS
                                   (Unaudited)

                                                         June 30,   December 31,
                                                           1998         1997
                                                        ----------  ------------
Current Assets
         Cash in bank                                   $  610,841    $1,023,598
         Inventory                                       1,339,811       599,270
         Accounts receivable, net of allowance
           for doubtful accounts                           655,475       686,668
         Other current assets                              146,646       159,679
                                                        ----------    ----------
           Total Current Assets                          2,752,773     2,469,215

Property and equipment, net of accumulated
  depreciation                                             290,130       214,732
                                                        ----------    ----------

Total Assets                                            $3,042,903    $2,683,947
                                                        ==========    ==========

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

Current Liabilities
         Accounts payable and accrued expenses          $  503,531    $  556,865
         Income taxes payable                               49,862       119,586
                                                        ----------    ----------
           Total Current Liabilities                       553,393       676,451
                                                        ----------    ----------

Stockholders' Equity:
         Preferred stock - $.01 par value
          1,000,000 shares authorized
          none issued and outstanding                         --            --
         Common stock - $.001 par value,
          25,000,000 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                               1,345,959       863,945
                                                        ----------    ----------
           Total Stockholders' Equity                    2,489,510     2,007,496
                                                        ----------    ----------

Total Liabilities and Stockholders' Equity              $3,042,903    $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 June 30,  Ended June 30,
                                                  1998            1997
                                                  --------------  --------------
Revenue:
      Sales                                          $1,778,319       $1,213,095
      Cost of sales                                     810,348          540,689
                                                     ----------       ----------
         Gross Profit                                   967,971          672,406
                                                     ----------       ----------

Operating Expenses
      Salaries                                          194,039          144,725
      Stock issued for services                            --             85,000
      Bad debts                                           8,511            6,065
      Rent                                               34,500           16,500
      Commissions                                        54,422           50,835
      Research and development                            3,968            3,757
      Depreciation                                       16,499           11,193
      Other operating expenses                          300,501          188,331
                                                     ----------       ----------
        Total Operating Expenses                        612,440          506,406
                                                     ----------       ----------

Net Operating Income                                    355,531          166,000
                                                     ----------       ----------

Other Income
      Interest and other income                           9,263            7,329
                                                     ----------       ----------
         Total Other Income                               9,263            7,329
                                                     ----------       ----------

Net Income before taxes                                 364,794          173,329

Provision for Income taxes                              124,030          123,576
                                                     ----------       ----------

Net Income                                           $  240,764       $   49,753
                                                     ==========       ==========

Basic Income per Common Share                        $      .03       $      .01
                                                     ==========       ==========

Weighted Average Shares Outstanding                   9,123,555        8,379,835
                                                     ==========       ==========


Diluted Income per Share                             $      .03       $      .01
                                                     ==========       ==========

Diluted Weighted Average Shares
 Outstanding                                          9,519,374        8,379,835
                                                     ==========       ==========


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


                                       3


<PAGE>




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

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


                                                    Six Months     Six Months
                                                    Ended          Ended
                                                    June 30, 1998  June 30, 1997
                                                    -------------  -------------
Revenue:
      Sales                                          $3,586,962       $2,932,357
      Cost of sales                                   1,745,352        1,212,141
                                                     ----------       ----------
         Gross Profit                                 1,841,610        1,720,216
                                                     ----------       ----------

Operating Expenses
      Salaries                                          372,722          261,869
      Stock issued for services                            --            340,000
      Bad debts                                          17,554           14,662
      Rent                                               63,250           33,000
      Commissions                                        94,918          123,506
      Research and development                           42,170            5,685
      Depreciation                                       32,164           21,683
      Other operating expenses                          512,242          348,761
                                                     ----------       ----------
        Total Operating Expenses                      1,135,020        1,149,166
                                                     ----------       ----------

Net Operating Income                                    706,590          571,050
                                                     ----------       ----------

Other Income
      Interest and other income                          23,778           12,113
                                                     ----------       ----------
         Total Other Income                              23,778           12,113
                                                     ----------       ----------

Net Income before taxes                                 730,368          583,163

Provision for Income taxes                              248,354          123,576
                                                     ----------       ----------

Net Income                                           $  482,014       $  459,587
                                                     ==========       ==========

Basic Income per Common Share                        $      .05       $      .06
                                                     ==========       ==========

Weighted Average Shares Outstanding                   9,123,555        8,130,777
                                                     ==========       ==========


Diluted Income per Share                             $      .05       $      .06
                                                     ==========       ==========

Diluted Weighted Average Shares
 Outstanding                                          9,519,374        8,130,777
                                                     ==========       ==========


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




                                       4
<PAGE>
<TABLE>
<CAPTION>



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

                                     CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                                            From December 31, 1997 through June 30, 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 Six month
period ended June 30, 1998              -                   -              -          -             -         482,014        482,014
Balance at March 31, 1998               -            $      -      9,123,555    $ 9,124    $1,134,427      $1,345,959     $2,489,510
                                                     ========                   =======    ==========      ==========     ==========







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




                                                               5

</TABLE>

<PAGE>






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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

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

Cash Flows from Operating Activities:
      Net income                                   $   240,764      $    49,753
      Adjustments to reconcile net
       loss to net cash used
       in operating activities
         Depreciation                                   16,499           11,193
         Increase (decrease) in accounts
          payable and accrued expenses                 (92,798)          89,084
         (Increase) decrease in accounts
          receivable                                   (93,298)         151,635
         (Increase) in inventory                      (559,385)         (52,701)
         Stock issued for services                        --             85,000
         Other, net                                    (83,198)         (26,244)
                                                   -----------      -----------


Net Cash Provided by Operating
 Activities                                           (571,416)         307,720
                                                   -----------      -----------


Cash Flows from Investing Activities:
      (Acquisitions) of property and
       equipment                                       (82,226)          (2,348)
                                                   -----------      -----------

      Net Cash Provided by (Used in)
       Investing Activities                            (82,226)          (2,348)
                                                   -----------      -----------

Cash Flows from Financing Activities:
      Dividend paid                                       --           (400,000)
      Common stock issued                                 --            514,609
                                                   -----------      -----------
      Net Cash Provided by Financing
       Activities                                         --            114,609
                                                   -----------      -----------

Increase in cash                                      (653,642)         419,981

Cash, Beginning of Period                            1,264,483          336,843
                                                   -----------      -----------

Cash, End of Period                                $   610,841      $   756,824
                                                   ===========      ===========


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

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




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



                                       6
<PAGE>






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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                   Six Months      Six Months
                                                   Ended           Ended
                                                   June 30,1998    June 30, 1997
                                                   ------------    -------------
Cash Flows from Operating Activities:
      Net income                                   $   482,014      $   459,587
      Adjustments to reconcile net
       loss to net cash used
       in operating activities
         Depreciation                                   32,164           21,683
          (Decrease)in accounts
             payable and accrued expenses              (53,335)          (4,743)

           Decrease in accounts
             receivable                                 31,194            7,015
         Decrease (increase) in inventory             (740,541)          68,690
         Stock issued for services                        --            340,000
         Other, net                                    (56,691)         (33,233)
                                                   -----------      -----------


Net Cash Provided by Operating
 Activities                                           (305,195)         858,999
                                                   -----------      -----------

Cash Flows from Investing Activities:
      (Acquisitions) of property and
       equipment                                      (107,562)         (22,040)
                                                   -----------      -----------

      Net Cash Provided by (Used in)
       Investing Activities                           (107,562)         (22,040)
                                                   -----------      -----------

Cash Flows from Financing Activities:

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

Increase (Decrease) in cash                           (412,757)         636,425

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


Cash, End of Period                                $   610,841      $   756,824
                                                   ===========      ===========


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

Income Taxes Paid                                  $   318,078      $      --
                                                   ===========      ===========




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





                                        7



<PAGE>



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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             June 30, 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 yearend but in 1997 it was
     changed to a December 31 yearend. 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 June 30, 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 June 30, 1998,  the  statements  of income and the
     statements of cash flows for the three and six month periods ended June 30,
     1998 and June 30, 1997 and the statement of changes in stockholders' equity
     for the six month  period  ended June 30,  1998 have been  prepared  by the
     Registrant  without audit.  In the opinion of management,  all  adjustments
     (which  include  only normal  recurring  adjustments)  necessary to present
     fairly the financial position, results of operations and cash flows at June
     30, 1998, and for all periods presented, have been made.


                                       8

<PAGE>




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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             June 30, 1998 and 1997

(3) Business Combination
    --------------------

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

(4) Income Taxes
    ------------

     Prior to completion of the business combination,  ORALABS had elected to be
     taxed under Subchapter S of the Internal Revenue 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 and six month periods ended June 30, 1998 was computed  giving effect
     to the 505,000 options outstanding  exercisable at $1.00 per share, with an
     approximate  market  value of $4.625  per  share(as  of  August  4,  1998),
     summarized as follows:

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

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

           Income available to
            Common Stockholders          $240,764       9,123,555       $   .03

         Effect of Dilutive
          Securities:

           Options                              -         395,819
                                         --------       ---------

         Diluted Income Per Share:

           Income available to
            Common Stockholders          $240,764       9,519,374         $ .03
                                        =========       =========         -----


                                       9

<PAGE>




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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                             June 30, 1998 and 1997

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


                  For the Six Month Period Ended June 30, 1998
                  --------------------------------------------

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

           Income available to
            Common Stockholders        $480,967         9,123,555       $    .05

         Effect of Dilutive
          Securities:

           Options                            -           395,819
                                       --------         ---------

         Diluted Income Per Share:

           Income available to
            Common Stockholders        $480,967         9,519,374       $    .05
                                       ========         =========       --------


     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 $4.625(as of August 4,
          1998),  less exercise price of $1.00 per share,  divided by $4.625 per
          share times 505,000, the number of options outstanding, equals 395,819
          shares.

     Since the options were granted  subsequent  to June 30 1997,  there were no
     dilutive securities outstanding at June 30, 1997, and therefore,  basic and
     diluted income per share computations was identical.


                                       10

<PAGE>


                                     ITEM 2

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

     The  following  discussion  of  the  financial  condition  and  results  of
operations of the Company relates to the three (3) and six (6) months ended June
30,  1998 and  1997,  and  should  be read in  conjunction  with  the  financial
statements and notes thereto included elsewhere in this Report.

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

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

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

For the six months  ending June 30, 1998 as compared  with the six months ending
June 30, 1997.
--------------------------------------------------------------------------------

Sales  increased  $654,605,  22%. We attribute  this to both  additional  income
generated from a management  service contract for the marketing and distributing
of products not manufactured in-house and growth in export sales.

Gross profit increased $121,394, 7%. We attribute this to the additional sales.

Salaries decreased $229,147,  38%. We attribute this to a non-recurring event in
which 340,000 shares of stock, valued at $340,000, was issued on January 1, 1997
to two employees of OraLabs,  Inc. for services in areas of human  resources and
investor  relations for the  preparation for the company's entry into the public
marketplace. The aforementioned transaction was accrued exclusively in the first
and  second  quarters  of 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  as well as  increased  pay to
administration of $110,853.

Rent increased $30,250,  92%. 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 $28,588,  23%. We attribute this to increased in-house
sales predominately in the first quarter of 1998.

Research & Development  increased $36,484,  642%. We attribute this to marketing
research of VitaSpray(TM) predominately in the first quarter of 1998.


                                       11

<PAGE>




Other Operating Expenses increased by $163,481, 47%. We attribute this primarily
to  increased  legal  fees  related  to public  compliance  work,  the hiring of
consultants  for the marketing of nutritional  supplements  and travel abroad to
expand international business.

Provision  for Income taxes  increased  $124,778,  101%.  We  attribute  this to
OraLabs,  Inc. having no corporate tax obligations  until May 1, 1997 (corporate
net income was passed through to its stockholders through April 30, 1997), as it
was an S Corporation until that date.

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

Sales  increased  $565,224,  47%. We attribute  this to both  additional  income
generated from a management  service contract for the marketing and distributing
of products not manufactured in-house and growth in export sales.

Gross profit increased  $295,565,  44%. We attribute this to the  aforementioned
additional sales.

Salaries decreased $35,686,  16%. We attribute this to a non-recurring  event in
which 340,000 shares of stock, valued at $340,000, was issued on January 1, 1997
to two employees of OraLabs,  Inc. for services in areas of human  resources and
investor  relations for the  preparation for the company's entry into the public
marketplace. The aforementioned transaction was accrued exclusively in the first
and second quarters of 1997,  with $85,000  accrued in the second  quarter.  The
reduction  in salaries  was  partially  offset by salaries  paid for  additional
staffing in sales and engineering as well as increased pay to administration for
$49,314.

Rent increased $18,000, 109%. 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.

Other Operating Expenses increased by $112,170, 60%. We attribute this primarily
to  increased  legal  fees  related  to public  compliance  work,  the hiring of
consultants  for the marketing of nutritional  supplements  and travel abroad to
expand international business.


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

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

Cash decreased $412,757.  We attribute this, after increased cash from earnings,
to increased inventory to support launch of a nutritional supplements line.

Inventory  increased  $740,541.  We  attribute  this to  increased  inventory to
support launch of a nutritional  supplements line and to significant  returns of
cough and cold products from a new customer.

Retained  earnings  increased  $482,014.  We attribute this to increased revenue
from operations.



                                       12


<PAGE>


Trends
------

OraLabs' third and fourth  quarters are expected to show  continued  growth with
the addition of nutritional  supplement sales and the company's new relationship
with the 3,500 store General Nutrition Centers,  as announced in a press release
on August 4, 1998.  The  Company has chosen to pursue a  nutritional  supplement
business in place of initiating a line of spray vitamins,  VitaSpray(TM),  which
the company  determined  to be  inappropriate  at this time.  OraLabs  purchased
inventory  and  incurred  other  operating  expenses  in the  second  quarter to
initiate its line of nutritional supplements.

OraLabs' core business of breath  fresheners and lip balms remains strong as the
company heads into the second half of 1998.  Ice Drops(R) sour drops have proven
to be a successful  product launch through the test  marketing  stage.  Based on
this success, the company plans to expand market penetration.  The company's lip
balms  business  continues to expand with the addition of a new major  customer,
Kmart,  which has added three different  OraLabs' products to its stores.  Also,
additional  lip balm sales are being  generated  through a number of new private
label customers.


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. The expenses have preceded our anticipated
growth.  We expect our  operating  expenses to have little change during our new
level of anticipated sales over the next six months.


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  nutritional,  or  symptom  oriented  products,  will  not  be
materially affected by inflation.  Inflation could increase  operational cost of
the company to an extent determined by such levels of inflation.




                                       13

<PAGE>



                           PART II - OTHER INFORMATION

Item No. 1.         Legal Proceedings.  None.
                    -----------------

Item No. 2.         Changes in Securities.  None.
                    ---------------------

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

Item No. 4.         Submission of Matters to a Vote of Security Holders.  On May
                    29, 1998, the annual meeting of  stockholders of the Company
                    was  held  at  the  Company's   headquarters  in  Englewood,
                    Colorado.  The matters  voted upon at the  meeting  were the
                    election  of   directors   and  the   ratification   of  the
                    appointment of the Company's  auditors.  With respect to the
                    election of directors,  all four of the incumbent  directors
                    were  re-elected by a vote of 8,104,407  shares in favor, no
                    votes  against  and 160  abstentions.  There  were no broker
                    nonvotes.  With respect to the ratification of the selection
                    of the  Company's  auditors for fiscal year ending  December
                    31, 1998,  there were 8,104,246 votes in favor,  110 against
                    and 211 abstentions. There were no broker nonvotes.

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.

                                   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:   August 14, 1998



                                       14
<PAGE>


EXHIBIT INDEX


(27)     Financial Data Schedule (filed herewith)




                                       15