<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   Form 10-Q/A

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 1998

                         Commission file number 0-21003

                               TWINLAB CORPORATION

             (Exact name of registrant as specified in its charter)

          Delaware                                     11-3317986
  (State of incorporation)                  (IRS Employer Identification No.)

 150 Motor Parkway, Suite 210, Hauppauge, New York       11788
    (Address of principal executive office)            (zip code)

                                 (516) 467-3140
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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.

                                 YES |X| NO |_|

At October 31, 1998, the registrant had 32,704,849 shares of common stock
outstanding.

<PAGE>   2

INTRODUCTORY NOTE

This Form 10-Q/A amends the Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1998, and is being filed to reflect the
restatement of the Registrant's consolidated financial statements contained in
such Form 10-Q. Subsequent to the issuance of such Form 10-Q, and in the course
of reviewing its 1998 year-end results in conjunction with its annual audit, the
Company concluded that certain revenues were incorrectly stated during the
first, second, and third quarters of 1998 and 1997. The sales relate to
irrevocable, unconditional, bona fide sales orders that were received within a
quarter but not completely shipped before the end of the quarter. As a result,
the Company's financial statements for the three months and nine months ended
September 30, 1998 and 1997 have been restated from the amounts previously
reported to reflect the timing of certain sales between quarters.


                                        2
<PAGE>   3

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1: FINANCIAL STATEMENTS

                      TWINLAB CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
          (In thousands of dollars except share and per share amounts)

<TABLE>
<CAPTION>
                                                            September 30, 1998    December 31, 1997(1)
                                                            ------------------    --------------------
                                                               (unaudited)
Assets                                                 (As restated, see Note 9)
<S>                                                             <C>                    <C>      
Current Assets:
  Cash and cash equivalents                                     $  16,271              $   4,212
  Accounts receivable, net of allowance for bad
   debts of $482 at September 30, 1998 and $467 at
   December 31, 1997                                               43,500                 44,890
  Inventories                                                      63,561                 37,525
  Deferred tax assets                                               1,817                  1,615
  Prepaid expenses and other current assets                         3,656                  1,324
                                                                ---------              ---------
         Total current assets                                     128,805                 89,566

Property, plant and equipment, net                                 26,051                 14,263

Deferred tax assets                                                48,878                 48,777

Other assets                                                       69,826                 20,404
                                                                ---------              ---------
TOTAL                                                           $ 273,560              $ 173,010
                                                                =========              =========

Liabilities and Shareholders' Equity
Current Liabilities:
  Current portion of long-term debt                             $     126              $  14,112
  Accounts payable                                                 17,847                 17,172
  Accrued expenses and other current liabilities                   14,910                 10,578
                                                                ---------              ---------
         Total current liabilities                                 32,833                 41,862
Long-term debt, less current portion                               43,449                100,267
                                                                ---------              ---------
         Total liabilities                                         76,332                142,129
                                                                ---------              ---------

Commitments and contingencies

Shareholders' equity:
  Preferred stock, $.01 par value; 2,000,000 shares
   authorized; none issued                                             --                     --
  Common stock, $1.00 par value; 75,000,000 shares
   authorized; 32,704,849 shares outstanding as of
   September 30, 1998 and 28,470,100 shares
   outstanding as of December 31, 1997                             32,705                 28,470
  Additional paid-in capital                                      289,324                145,917
  Accumulated deficit                                            (124,801)              (143,506)
                                                                ---------              ---------
         Total shareholders' equity                               197,228                 30,881
                                                                ---------              ---------
TOTAL                                                           $ 273,560              $ 173,010
                                                                =========              =========
</TABLE>

----------
(1)   Includes the amounts for the balance sheet of PR Nutrition, Inc., which
was acquired on August 21, 1998 and has been accounted for as a pooling of
interests.
                                                      

                                       3
<PAGE>   4

                      TWINLAB CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                     (In thousands except per share amounts)

<TABLE>
<CAPTION>
                                                        Three Months Ended            Nine Months Ended
                                                           September 30,                September 30,
                                                           -------------                -------------
                                                       1998            1997(1)      1998            1997(1)
                                                       ----            ----         ----            ----
                                                            (unaudited)                  (unaudited)
                                                     (As restated, see Note 9)    (As restated, see Note 9) 
<S>                                                  <C>             <C>          <C>             <C>      
NET SALES                                            $  84,405       $  51,438    $ 242,457       $ 155,249
COST OF SALES                                           40,898          29,383      117,713          85,820
                                                     ---------       ---------    ---------       ---------
GROSS PROFIT                                            43,507          22,055      124,744          69,429
OPERATING EXPENSES                                      27,322          12,099       76,766          34,361
MERGER EXPENSES                                          1,503              --        1,503              --
                                                     ---------       ---------    ---------       ---------
INCOME FROM OPERATIONS                                  14,682           9,956       46,475          35,068
OTHER (EXPENSE) INCOME:
  Interest income                                          345              40        1,271             130
  Interest expense                                      (1,495)         (3,136)      (6,863)         (9,327)
  Other                                                      8              11          (47)             23
                                                     ---------       ---------    ---------       ---------
                                                        (1,142)         (3,085)      (5,639)         (9,174)
INCOME BEFORE PROVISION FOR INCOME TAXES
  AND EXTRAORDINARY ITEM                                13,540           6,871       40,836          25,894
PROVISION FOR INCOME TAXES                               5,272           2,435       14,838           8,951
                                                     ---------       ---------    ---------       ---------
INCOME BEFORE EXTRAORDINARY ITEM                         8,268           4,436       25,998          16,943
EXTRAORDINARY ITEM, NET OF TAX                          (2,076)             --       (4,941)             --
                                                     ---------       ---------    ---------       ---------
NET INCOME                                           $   6,192       $   4,436    $  21,057       $  16,943
                                                     =========       =========    =========       =========

BASIC INCOME PER SHARE
Income Before Extraordinary Item                     $    0.25       $    0.16    $    0.84       $    0.60
Extraordinary Item                                       (0.06)             --        (0.16)             --
                                                     ---------       ---------    ---------       ---------
Net Income                                           $    0.19       $    0.16    $    0.68       $    0.60
                                                     =========       =========    =========       =========

DILUTED INCOME PER SHARE
Income Before Extraordinary Item                     $    0.25       $    0.16    $    0.83       $    0.60
Extraordinary Item                                       (0.06)             --        (0.16)             --
                                                     ---------       ---------    ---------       ---------
Net Income                                           $    0.19       $    0.16    $    0.67       $    0.60
                                                     =========       =========    =========       =========

Weighted average common shares used in
  computing basic income per share                      32,705          28,150       31,084          28,150
                                                     =========       =========    =========       =========
Weighted average common shares used in
  computing diluted income per share                    32,792          28,201       31,229          28,180
                                                     =========       =========    =========       =========

Pro forma relating to change in tax status:
Historical income before provision for income
  taxes and extraordinary item                       $  13,540       $   6,871    $  40,836       $  25,894
Pro forma provision for income taxes                     5,349           2,648       16,005          10,073
                                                     ---------       ---------    ---------       ---------

Pro forma income before extraordinary item               8,191           4,223       24,831          15,821

Extraordinary item                                      (2,076)             --       (4,941)             --
                                                     ---------       ---------    ---------       ---------
Pro forma net income                                 $   6,115       $   4,223    $  19,890       $  15,821
                                                     =========       =========    =========       =========

Basic income before extraordinary item per share     $    0.25(2)    $    0.15    $    0.80(2)    $    0.56
                                                     =========       =========    =========       =========
Diluted income before extraordinary item per share   $    0.25(2)    $    0.15    $    0.80(2)    $    0.56
                                                     =========       =========    =========       =========
Basic net income per share                           $    0.19       $    0.15    $    0.64       $    0.56
                                                     =========       =========    =========       =========
Diluted net income per share                         $    0.19       $    0.15    $    0.64       $    0.56
                                                     =========       =========    =========       =========
</TABLE>

(1)   Includes the operations of PR Nutrition, Inc., which was acquired on
      August 21, 1998 and has been accounted for as a pooling of interests.

(2)   Basic and diluted income before extraordinary item per share, excluding
      $1,503 of merger expenses related to PR Nutrition, Inc. ($924 net of tax),
      would have been $0.28 and $0.28, respectively, and $0.83 and $0.82,
      respectively, for the three and the nine months ended September 30, 1998,
      respectively.


                                       4
<PAGE>   5

                      TWINLAB CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands of dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          Nine Months Ended September 30,
                                                                  1998       1997(1)
                                                                  ----       ----
                                                                    (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:                        (As restated, see Note 9)
<S>                                                             <C>         <C>     
  Net income                                                    $ 21,057    $ 16,943
  Adjustment to reconcile net income to net cash provided by
  Operating activities:
   Extraordinary item                                              4,941          --
   Depreciation and amortization                                   3,406       1,434
   Bad debt expense                                                   22         200
   Deferred income taxes                                           2,829       2,895
   Changes in operating assets and liabilities:
     Accounts receivable                                           3,272        (619)
     Inventories                                                 (19,024)     (8,999)
     Prepaid expenses and other current assets                    (2,090)       (860)
     Accounts payable                                               (284)        714
     Accrued expenses and other current liabilities                2,680        (684)
                                                                --------    --------

         Net cash provided by operating activities                16,809      11,024
                                                                --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of business                                           (56,105)         --
  Proceeds from sale of property plant and equipment                  --       2,492
  Acquisition of property, plant and equipment                    (9,245)     (3,286)
  (Increase)decrease in other assets                              (7,924)        169
                                                                --------    --------

         Net cash used in investing activities                   (73,274)       (625)
                                                                --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from issuance of debt                                 700       2,395
  Distributions to shareholders                                   (2,352)     (2,712)
  Payments of debt                                               (14,606)     (8,241)
  Redemption of senior subordinated notes and related premium    (62,687)         --
  Proceeds from exercise of stock options                             80          --
  Net proceeds from common stock offering                        147,506          --
  Principal payments of capital lease obligations                   (117)       (108)
                                                                --------    --------
         Net cash provided by (used in) financing activities      68,524      (8,666)
                                                                --------    --------

Net increase in cash and cash equivalents                         12,059       1,733
Cash and cash equivalents at beginning of period                   4,212       3,955
                                                                --------    --------
Cash and cash equivalents at end of period                      $ 16,271    $  5,688
                                                                ========    ========

Supplemental disclosures of cash flow information:
   Cash paid during the periods for:
      Interest                                                  $  6,667    $  6,630
                                                                ========    ========
      Income taxes                                              $ 12,134    $  7,734
                                                                ========    ========
</TABLE>

(1)   Includes the amounts for PR Nutrition, Inc., which was acquired on August
      21, 1998 and has been accounted for as a pooling of interests.


                                       5
<PAGE>   6

                      TWINLAB CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

           (All amounts in thousands, except share and per share data)
--------------------------------------------------------------------------------

1. BASIS OF PRESENTATION

In the opinion of management, the accompanying consolidated unaudited financial
statements include all necessary adjustments (consisting of normal recurring
accruals) and present fairly the financial position of Twinlab Corporation
("Twinlab") and subsidiaries (the "Company") as of September 30, 1998, the
results of its operations for the three months and nine months ended September
30, 1998 and 1997, and its cash flows for the nine months ended September 30,
1998 and 1997 in conformity with generally accepted accounting principles for
the interim financial information applied on a consistent basis. The results of
operations for the three months and nine months ended September 30, 1998 are not
necessarily indicative of the results to be expected for the full year.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. These financial statements should be read in conjunction with
the audited consolidated financial statements and notes thereto included in
Twinlab Corporation's December 31, 1997 Annual Report to Stockholders on Form
10-K as filed with the Securities and Exchange Commission.

2. ACQUISITIONS

On April 30, 1998 the Company acquired substantially all of the assets and
assumed certain liabilities of the Bronson Division of Jones Medical Industries,
Inc. The purchase price was approximately $56.1 million, including related fees
and expenses. Bronson manufactures, markets and distributes a line of over 350
vitamins, herbs, nutritional supplements and health and beauty aids, which are
sold under the Bronson(R) name through catalogs and direct mailings to
customers, including healthcare and nutritional professionals and mail order and
retail customers. Bronson markets its MD Pharmaceutical(R) brand exclusively to
United State military commissaries. This transaction has been accounted for as a
purchase.

The following unaudited pro forma information assumes that the acquisition of
Bronson and Changes International (which was acquired in November 1997) had
occurred as of January 1, 1997, including the impact of the amortization expense
associated with intangible assets acquired, increased interest expense on
acquisition debt and related income tax effects. The pro forma operations data
has been prepared for comparative purposes only and does not purport to
represent what the Company's actual results of operations would have been had
the acquisitions, in fact, occurred on January 1, 1997.

<TABLE>
<CAPTION>
                                                           Nine Months Ended
                                                             September 30,
                                                             -------------
                                                          1998            1997
                                                          ----            ----
<S>                                                     <C>             <C>     
Net sales                                               $252,474        $209,330
Income before extraordinary item                          27,245          22,016
Basic and diluted income before
extraordinary item per share                                0.86            0.73
Diluted weighted average shares
  outstanding (in thousands)                              31,807          30,094
</TABLE>


                                       6
<PAGE>   7

On August 21, 1998, the Company acquired PR Nutrition, Inc. ("PR") of San Diego,
California for 1,150,000 shares of common stock having a market value at the
date of the merger of approximately $39.7 million. PR markets and distributes
nutritionally enhanced sports performance and nutrient replacement products,
which include food bars and powdered drinks, that are marketed to active
lifestyle consumers. The transaction has been accounted for as a
pooling-of-interests and, accordingly, the consolidated financial statements
have been retroactively restated to include the accounts of PR for all periods
presented. Included in the operating results of the Company for the three and
nine months ended September 30, 1998 are approximately $2,629 and $13,404,
respectively, of net sales and approximately $287 and $3,007, respectively, of
net income of PR prior to the date of acquisition. The following is a
reconciliation of certain restated amounts with amounts previously reported:

<TABLE>
<CAPTION>
                                   Three Months Ended    Nine Months Ended
                                   September 30, 1997   September 30, 1997
                                   ------------------   ------------------
<S>                                      <C>                  <C>     
Revenues:                                       
As previously reported                   $49,189              $144,925
Effect of PR pooling-of-interest           4,118                12,887
                                         -------              --------
As restated (a)                          $53,307              $157,812
                                         =======              ========
                                                            
<CAPTION>
                                   Three Months Ended    Nine Months Ended
                                   September 30, 1997   September 30, 1997
                                   ------------------   ------------------
<S>                                      <C>                  <C>     
Net Income:                                                 
As previously reported                   $ 4,466              $ 14,871
Effect of PR pooling-of-interest             521                 2,800
                                         -------              --------
As restated(a)                           $ 4,987              $ 17,671
                                         =======              ========
                                                            
<CAPTION>
                                   Three Months Ended    Nine Months Ended
                                   September 30, 1997   September 30, 1997
                                   ------------------   ------------------
<S>                                      <C>                  <C>     
Diluted Income Per Share:                                   
As previously reported                   $  0.17              $   0.55
Effect of PR pooling-of-interest            0.01                  0.08
                                         -------              --------
As restated(a)                           $  0.18              $   0.63
                                         =======              ========
</TABLE>

(a)   Restated amounts do not give effect to the "restatement" described in Note
      9.

PR was a Subchapter S Corporation for federal income tax purposes prior to the
transaction and accordingly, no federal income taxes were provided in its
financial statements prior to August 21, 1998. To allow for comparability, pro
forma results have been provided for all periods showing the combined results
with a pro forma provision for income taxes for PR.

3. CONDENSED AND SUMMARIZED FINANCIAL INFORMATION

The Company's amended revolving credit facility and restrictive covenants
contained in the indenture governing the senior subordinated notes restrict the
payment of dividends and the making of loans, advances or other distributions to
Twinlab by its subsidiaries, except in certain limited circumstances. The
condensed financial information of Twinlab, on a stand-alone basis and with 1998
information restated for the matter discussed in Note 9, is as follows:

<TABLE>
<CAPTION>
Condensed Balance Sheets                            September 30, 1998        December 31, 1997
------------------------                            ------------------        -----------------
<S>                                                      <C>                      <C>                      
Assets
Cash                                                     $   3,289                $     169                
Investment in subsidiaries                                 193,939                   30,712
                                                         ---------                ---------
                                                         $ 197,228                $  30,881
                                                         =========                =========
Shareholders' Equity                                                            
Preferred stock, $.01 par value; 2,000,000 shares                               
  authorized; none issued                                $      --                $      --
Common stock, $1.00 par value; 75,000,000                                       
</TABLE>


                                       7
<PAGE>   8

<TABLE>
<S>                                                      <C>                      <C>                      
  Shares authorized; 32,704,849 outstanding as of                               
  September 30, 1998 and 28,470,100 outstanding as of                           
  December 31, 1997                                         32,705                   28,470
Additional paid-in capital                                 289,324                  145,917
Accumulated deficit                                       (124,801)                (143,506)
                                                         ---------                ---------
                                                         $ 197,228                $  30,881
                                                         =========                =========
</TABLE>

<TABLE>
<CAPTION>
                                                  Three Months Ended   Nine Months Ended
                                                     September 30,       September 30,
                                                     1998      1997      1998      1997
                                                     ----      ----      ----      ----
<S>                                                <C>       <C>       <C>       <C>    
Condensed Statements of Income   
   Equity interest in net income of subsidiaries   $ 6,136   $ 4,465   $20,558   $17,100
   Interest income                                     221         2       948         5
                                                   -------   -------   -------   -------
   Income before provision for income taxes          6,357     4,467    21,506    17,105
   Provision for income taxes                          165        31       449       162
                                                    -------   -------   -------   -------
   Net income                                      $ 6,192   $ 4,436   $21,057   $16,943
                                                   =======   =======   =======   =======
</TABLE>

<TABLE>
<CAPTION>
                                                     Nine Months Ended September 30,
                                                           1998         1997
                                                           ----         ----
<S>                                                      <C>          <C>      
Condensed Statements of Cash Flow
  CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                           $  21,057    $  16,943
                                                         ---------    ---------
  CASH FLOWS FROM INVESTING ACTIVITIES
    Equity investments in subsidiaries                    (165,523)     (16,940)
                                                         ---------    ---------
  CASH FLOWS FROM FINANCING ACTIVITIES
    Net proceeds from second common stock offering         147,506           --
    Proceeds from the exercise of stock options                 80           --
                                                         ---------    ---------
    Net cash provided by financing activities              147,586           --
                                                         ---------    ---------

  Net increase in cash                                       3,120            3
  Cash at beginning of period                                  169          162
                                                         ---------    ---------
  Cash at end of period                                  $   3,289    $     165
                                                         =========    =========
</TABLE>

Twin Laboratories Inc. ("Twin") is a direct wholly owned subsidiary of Twinlab.
Advanced Research Press, Inc. ("ARP"), Changes International of Fort Walton
Beach Inc. ("Changes"), Bronson Laboratories, Inc. and Health Factors
International, Inc., both of which form the Bronson Group ("Bronson"), and PR
Nutrition Inc. ("PR"), are indirect wholly owned subsidiaries of Twinlab.
Twinlab, ARP, Changes, Bronson and PR are guarantors of the senior subordinated
notes of Twin.

The assets, results of operations and shareholders' equity of Twin comprise
substantially all of the assets, results of operations and shareholders' equity
of Twinlab on a consolidated basis. Twinlab has no separate operations and has
no significant assets other than Twinlab's investment in Twin and, through Twin,
in ARP, Changes, Bronson and PR. Twin has no direct or indirect subsidiaries
other than ARP, Changes, Bronson and PR. Twin has no stockholder other than
Twinlab. Accordingly, the Company has determined that separate financial
statements of Twin, ARP, Changes, Bronson, and PR would not be material to
investors and, therefore, are not included herein.

Summarized financial information (information as of September 30, 1998 and for
the three and nine months ended September 30, 1998 and 1997 restated for the
matter discussed in Note 9) of Twin is as follows:

<TABLE>
<CAPTION>
                                 As of September 30, 1998  As of December 31, 1997
                                 ------------------------  -----------------------
<S>                                      <C>                      <C>     
Current assets                           $125,516                 $ 89,398
Noncurrent assets                         144,755                   83,444
Current liabilities                        35,990                   45,952
Noncurrent liabilities                     43,449                  100,267
Shareholder's equity                      190,832                   26,623
</TABLE>


                                       8
<PAGE>   9

<TABLE>
<CAPTION>
                   Three Months Ended September 30,    Nine Months Ended September 30,
                   --------------------------------    -------------------------------
                          1998          1997                1998          1997
                          ----          ----                ----          ----
<S>                     <C>           <C>                 <C>           <C>     
Net sales               $ 84,405      $ 51,438            $242,457      $155,249
Gross profit              43,507        22,055             124,744        69,429
Net income                 6,136         4,465              20,558        17,100
</TABLE>

Summarized financial information of Twin's subsidiaries is as follows:

As of September 30, 1998

<TABLE>
<CAPTION>
                                                       BRONSON        HEALTH
                                                     LABORATORIES    FACTORS,
                                   ARP     CHANGES       INC.          INC.       PR
                                   ---     -------       ----          ----       --
<S>                              <C>       <C>         <C>           <C>       <C>    
Current assets                   $ 1,511   $ 7,805     $ 7,079       $ 4,487   $ 3,376
Noncurrent assets                    188    12,604      41,041         7,551       432
Current liabilities                  503     3,221       2,645           363     2,422
Noncurrent liabilities                --        --          --            --        --
Shareholder's equity               1,196    17,188      45,475        11,675     1,386
</TABLE>

As of December 31, 1997

<TABLE>
<CAPTION>
                                             ARP          CHANGES           PR
                                             ---          -------           --
<S>                                        <C>            <C>            <C>    
Current assets                             $ 1,399        $ 4,005        $ 1,321
Noncurrent assets                              193         13,026            365
Current liabilities                            568          2,685          1,127
Noncurrent liabilities                          --             --             22
Shareholder's equity                         1,024         14,346            537
</TABLE>

Three Months Ended September 30, 1998

<TABLE>
<CAPTION>
                                                     BRONSON       HEALTH
                                                  LABORATORIES    FACTORS
                              ARP       CHANGES        INC.         INC.        PR
                              ---       -------        ----         ----        --
<S>                         <C>         <C>          <C>          <C>        <C>    
Net Sales                   $   933     $13,158      $ 4,558      $ 2,967    $ 5,185
Gross Profit                     46      10,972        2,805          486      3,686
Net Income                      (66)        870          556          122        521
</TABLE>

Three Months Ended September 30, 1997

<TABLE>
<CAPTION>
                                                         ARP                PR
                                                         ---                --
<S>                                                    <C>                <C>   
Net Sales                                              $1,388             $4,118
Gross Profit                                              325              2,888
Net Income                                                133                521
</TABLE>

Nine Months Ended September 30, 1998

<TABLE>
<CAPTION>
                                                   BRONSON        HEALTH
                                                LABORATORIES     FACTORS,
                           ARP       CHANGES         INC.          INC.         PR
                           ---       -------         ----          ----         --
<S>                      <C>         <C>           <C>           <C>         <C>    
Net Sales                $ 3,511     $39,206       $ 7,313       $ 4,778     $15,960
Gross Profit                 720      32,496         4,313           942      11,212
Net Income                   172       2,954           766           280       3,241
</TABLE>


                                       9
<PAGE>   10

Nine Months Ended September 30, 1997

<TABLE>
<CAPTION>
                                                       ARP                 PR
                                                       ---                 --
<S>                                                  <C>                 <C>    
Net Sales                                            $ 4,341             $12,887
Gross Profit                                           1,029               9,390
Net Income                                               374               2,800
</TABLE>

4. INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                September 30, 1998  December 31, 1997
                                                ------------------  -----------------
<S>                                                   <C>                <C>    
Raw Materials                                         $29,616            $16,340
Work in Process                                        10,717              7,393
Finished Goods                                         23,228             13,792
                                                      -------            -------
           Total                                      $63,561            $37,525
                                                      =======            =======
</TABLE>

The increase from December 31, 1997 of $26,036 is primarily due to an increase
in herbal inventories to support higher sales and to the inclusion of Bronson
inventories acquired in April 1998.

5. NET INCOME PER SHARE

In 1997, the Company adopted Statement of Financial Accounting Standards
("SFAS") No. 128, "Earnings Per Share" and restated net income per common share
for all periods presented. Basic net income per common share was calculated
based upon the weighted average number of common shares outstanding during the
respective periods. Diluted net income per common share was calculated based
upon the weighted average number of common shares outstanding and includes the
potential common shares for dilutive options outstanding during the respective
periods.

The weighted average common shares outstanding for the computation of basic net
income per common share for the three months ended September 30, 1998 and 1997
were 32,704,766 and 28,150,000, respectively, and for the nine months ended
September 30, 1998 and 1997 were 31,084,411 and 28,150,000, respectively.

Additionally, for the diluted calculation, 86,819 and 50,928 of potential common
shares were included for the three months ended September 30, 1998 and 1997,
respectively, and 145,009, and 30,257 of equivalent common shares representing
the dilutive effect of the Company's stock options were included for the nine
months ended September 30, 1998 and 1997, respectively.

6. SECOND PUBLIC OFFERING

In April 1998, the Company completed a second public offering of 9.2 million
shares of its common stock priced at $36.50 per share. Of the total shares
offered, 4.2 million shares were sold by the Company. The net proceeds to the
Company from the offering after expenses were approximately $147.5 million. Of
the net proceeds to the Company, approximately $56.1 million was used to pay the
purchase price for the Bronson acquisition including related fees and expenses;
approximately $40.1 million was used to redeem $35.0 million of the Company's
senior subordinated notes at a redemption price of 109 1/2 percent, plus accrued
and unpaid interest; approximately $9.9 million was used to reduce outstanding


                                       10
<PAGE>   11

borrowings under the Company's revolving credit facility, including accrued and
unpaid interest; and approximately $41.4 million was available for working
capital and other general corporate purposes.

In July 1998, the Company purchased $18.1 million aggregate principal amount of
senior subordinated notes in the open market at a price of 112 1/2 percent or an
aggregate of $20.8 million, including interest of $.4 million. In September
1998, the Company purchased an additional $3.6 million aggregate principal
amount of senior subordinated notes in the open market at a price of 108 1/2
percent or an aggregate of $4.1 million, including interest of $.1 million. The
Company may from time to time purchase additional senior subordinated notes in
the open market. 

7. FTC INQUIRY

The Company received an inquiry from the Federal Trade Commission("FTC") with
respect to the Company's substantiation for certain advertising claims made for
its product "Herbal Phen Fuel". After the Company submitted scientific
substantiation to the FTC, the FTC forwarded a proposed consent order (the
"Consent Order") to the Company. The proposed Consent Order provides for, among
other things: (1) injunctive relief prohibiting the Company from making certain
claims for its products without adequate scientific substantiation; and (2)
payment of an unspecified sum of money to the FTC. The proposed Consent Order is
currently the subject of negotiation between the FTC Staff and the Company. The
Company is unable to predict whether it will be able to reach a negotiated
settlement of this matter.

8. RECENT ACCOUNTING PRONOUNCEMENTS

The Company adopted SFAS No. 130, "Reporting Comprehensive Income" in 1998. For
the nine months ended September 30, 1998 there were no items of comprehensive
income as defined in the pronouncement.

Recent pronouncements of the Financial Accounting Standards Board, which are not
required to be adopted at this date, include SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits," and SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities". The Company is
currently evaluating the disclosure requirements of SFAS No.131. SFAS No.s 132
and 133 are not expected to have a material impact on the Company's financial
statements.

9. RESTATEMENT

Subsequent to the issuance of the Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1998, and in the course of reviewing
its 1998 year-end results in conjunction with its annual audit, the Company
concluded that certain revenues were incorrectly stated during the first,
second, and third quarters of 1998 and 1997. The sales relate to irrevocable,
unconditional, bona fide sales orders that were received within a quarter but
not completely shipped before the end of the quarter. As a result, the Company's
financial statements for the three months and nine months ended September 30,




                                       11
<PAGE>   12
1998 and 1997 have been restated from the amounts previously reported to reflect
the timing of certain sales between quarters. The effect of the restatement is
as follows:

<TABLE>
<CAPTION>
                                              1998                     1997
                                              ----                     ----

                                    As Previously     As     As Previously     As
                                      Reported     Restated   Reported (a)  Restated
                                      --------     --------   ------------  --------
<S>                                  <C>          <C>          <C>         <C>      
At September 30:
   Accounts receivable               $  54,394    $  43,500
   Inventories                          58,081       63,561
   Accrued expenses and other
     current liabilities                17,011       14,910
   Accumulated deficit                (121,488)    (124,801)

For the three months
ended September 30:
   Net sales                            90,552       84,405    $  53,307   $  51,438
   Cost of sales                        43,766       40,898       30,352      29,383
   Provision for income taxes            6,545        5,272        2,784       2,435
   Net income                            8,198        6,192        4,987       4,436
   Pro forma net income                  8,121        6,115        4,774       4,223
   Basic and diluted net income
     per share                       $    0.25    $    0.19    $    0.18   $    0.16
   Basic and diluted pro forma net
     Income per share                $    0.25    $    0.19    $    0.17   $    0.15

For the nine months ended
September 30:
   Net sales                           253,351      242,457      157,812     155,249
   Cost of sales                       123,193      117,713       87,192      85,820
   Provision for income taxes           16,939       14,838        9,414       8,951
   Net income                           24,370       21,057       17,671      16,943
   Pro forma net income                 23,203       19,890       16,549      15,821
   Basic net income per share        $    0.78    $    0.68    $    0.63   $    0.60
   Diluted net income per share      $    0.78    $    0.67    $    0.63   $    0.60
   Basic pro forma net income
     per share                       $    0.75    $    0.64    $    0.59   $    0.56
   Diluted pro forma net income
     per share                       $    0.74    $    0.64    $    0.59   $    0.56
</TABLE>

(a)   Amounts reflect the acquisition of PR Nutrition, which was accounted for
      as a pooling-of-interests.


                                       12
<PAGE>   13

ITEM 2.:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

GENERAL

The following discussion and analysis should be read in conjunction with the
response to Part I, Item 1 of this report.

The Company currently operates in one business segment, the manufacturing and
marketing of brand name nutritional supplements. Within this segment, the
Company operates in five primary business areas: the TWINLAB division, the
herbal products division, the network marketing division, the catalog mail order
division, and the PR Nutrition business. Products sold under the Twinlab
division name include vitamins, minerals, amino acids, fish and marine oils,
sports nutrition products and special formulas and a line of herbal products
introduced in September of 1998. The herbal products division includes a full
line of herbal supplements and phytonutrients marketed by the Nature's Herbs
division and a full line of herbal teas marketed by the Alvita Tea division. The
PR Nutrition business markets and distributes a line of nutritionally enhanced
sports performance and nutrient replacement bars and powdered drinks under the
PR and Ironman label (brands). The Company's network marketing activities are
conducted through Changes International, which was acquired in November 1997.
The catalog mail order division activities are conducted through Bronson which
was acquired on April 30, 1998. In addition, the Company's publishing activities
are conducted through its subsidiary, Advanced Research Press, Inc.

On August 21, 1998, the Company acquired PR Nutrition, Inc. ("PR") of San Diego,
California for 1,150,000 share of common stock having a market value at the date
of the merger of approximately $39.7 million. PR markets and distributes
nutritionally enhanced sports performance and nutrient replacement products,
which include food bars and powdered drinks, that are marketed to active
lifestyle consumers. The transaction has been accounted for as a
pooling-of-interests and, accordingly, the consolidated financial statements
have been retroactively restated to include the accounts of PR for all periods
presented.

Subsequent to the issuance of the Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1998, and in the course of reviewing
its 1998 year-end results in conjunction with its annual audit, the Company
concluded that certain revenues were incorrectly stated during the first,
second, and third quarters of 1998 and 1997. The sales relate to irrevocable,
unconditional, bona fide sales orders that were received within a quarter but
not completely shipped before the end of the quarter. As a result, the Company's
financial statements for the three months and nine months ended September 30,
1998 and 1997 have been restated from the amounts previously reported to reflect
the timing of certain sales between quarters.



                                       13
<PAGE>   14
RESULTS OF OPERATIONS

Recent Trends

The reduction in net sales for the three months ended September 30, 1998 due to
the restatement of the Company's financial statements for the three and nine
months ended September 30, 1998 (See Note 9 of Notes to Consolidated Unaudited
Financial Statements) resulted in an increase in net sales that were recorded in
the fourth quarter of 1998. As the Company noted in its press release dated
February 24, 1999, which announced unaudited results for the year ended December
31, 1998, "with respect to the first quarter of 1999, we now believe that sales
will trail somewhat the adjusted first quarter of 1998 and that net income for
the quarter will be significantly below last year." Despite the fact that
reported net sales for the fourth quarter of 1998 were greater than reported net
sales for the third quarter of 1998, the Company believes that such trend is not
properly indicative of the reduced incoming sales order activity the Company
experienced in the fourth quarter of 1998.

Nine Months Ended September 30, 1998 Compared To Nine Months Ended September 30,
1997

Net Sales: Net sales for the nine months ended September 30, 1998 were $242.5
million, an increase of $87.3 million, or 56.2%, as compared to net sales of
$155.2 million for the nine months ended September 30, 1997. TWINLAB brand net
sales contributed $117.2 million, an increase of $7.6 million, or 7.0% as
compared to $109.6 million for the nine months ended September 30, 1997. The
increase in net sales was primarily due to an increase in vitamins and sports
nutrition product sales. Herbal products contributed $55.0 million, an increase
of $26.0 million or 89.6 % as compared to $29.0 million for the nine months
ended September 30, 1997. The herbal category benefited from the strong demand
for St.John's Wort, Gingko, Kava Kava and Saw Palmetto. The PR bar and powdered
drink products contributed $16.0 million, an increase of 23.8% compared to $12.8
million for the nine months ended September 30, 1997. The network marketing
division, which was acquired in the fourth quarter of 1997, contributed $39.2
million to net sales. The catalog mail order division acquired on April 30, 1998
contributed $12.1 million to net sales. Publishing activities contributed $3.0
million as compared to $3.8 million for the nine months ended September 30, 1997

Gross Profit: Gross profit for the nine months ended September 30, 1998 was
$124.7 million, which represented an increase of $55.3 million, or 79.7%, as
compared to $69.4 million for the nine months ended September 30, 1997. Gross
profit margin was 51.4% for the nine months ended September 30, 1998, as
compared to 44.7% for the nine months ended September 30, 1997. The overall
increase in gross profit dollars was attributable to the Company's higher sales
volume for the nine months ended September 30, 1998. The increase in gross
profit margin for the nine months ended September 30, 1998, as compared to the
nine months ended September 30, 1997, was due primarily to higher gross profit
margins of the network marketing division.

Operating Expenses: Operating expenses were $76.8 million for the nine months
ended September 30, 1998, representing an increase of $42.4 million, or 123.4%,
as compared to $34.4 million for the nine months ended September 30, 1997. As a
percent of net sales, operating expenses increased from 22.1% for the nine
months ended September 30, 1997 to 31.7% for the nine months ended September 30,
1998. The increase in operating expenses and operating expenses as a percent of
net sales was primarily attributable to increased selling and marketing expenses
and higher general and administrative expenses resulting from the Company's
increased level of operations for the nine months ended September 30, 1998,
comprised primarily of an increase in the Company's advertising expenses and
increased commission expense for the network marketing division.

Merger Expenses: Merger expenses were $1.5 million for the nine months ended
September 30, 1998 as a result of the August 21, 1998 acquisition of PR.

Income from Operations: Income from operations was $46.5 million for the nine
months ended September 30, 1998, representing an increase of $11.4 million, or
32.5%, as compared to $35.1 million for the nine months ended September 30,
1997. Income from operations margin decreased 


                                       14
<PAGE>   15

to 19.2% of net sales for the nine months ended September 30, 1998, as compared
to 22.6 % of net sales for the nine months ended September 30, 1997. The
increase in income from operations was primarily due to the Company's higher
sales volume together with higher gross margins. The decrease in income from
operations margin was primarily due to higher operating expenses as a percent of
net sales for the nine months ended September 30, 1998.

Other Expense: Other expense was $5.6 million for the nine months ended
September 30, 1998, as compared to $9.2 million for the nine months ended
September 30, 1997. The net decrease of $3.6 million is primarily due to
increased interest income of $1.1 million and decreased interest expense of $2.5
million, both primarily as a result of reduced debt levels and increased cash
balances which resulted primarily from the Company's second public offering in
April 1998.

Three Months Ended September 30, 1998 Compared To Three Months Ended September
30, 1997

Net Sales: Net sales for the three months ended September 30, 1998 were $84.4
million, an increase of $33.0 million, or 64.1%, as compared to net sales of
$51.4 million for the three months ended September 30, 1997. Net sales of
Twinlab products were $46.6 million, an increase of $13.2 million or 39.8%, as
compared to $33.4 million for the three months ended September 30, 1997. The
increase in net sales of Twinlab products was primarily due to an increase in
vitamins, sports nutrition and special formula product lines. Herbal products
contributed $11.1 million, a decrease of $1.6 million, or 12.8%, from the $12.7
million in net sales for the three months ended September 30, 1997 due primarily
to a decline in sales in the core health food channel. Mass market revenues for
the three months ended September 30, 1998 increased 36.3% to $6.5 million from
$4.7 million for the three months ended September 30, 1997. High initial
pipeline fill by a large customer resulted in lower orders in the three months
ended September 30, 1998 compared to levels experienced in the first and second
quarter of 1998. However, this was more than offset by sales in the core health
food channel and the successful introduction of our new Twinlab TruHerbs and
Twinlab Ironman products with the mass market. The PR bar and powdered drinks
contributed $5.2 million, an increase of $1.1 million or 25.9% for the three
months ended September 30, 1998 as compared to $4.1 million for the three months
ended September 30, 1997. The network marketing division, which was acquired in
the fourth quarter of 1997, contributed $13.2 million in net sales during the
three months ended September 30, 1998. The catalog mail order division acquired
on April 30, 1998 contributed $7.5 million to net sales. Publishing contributed
$0.8 million as compared to $1.2 million for the three months ended September
30, 1997.

Gross Profit: Gross profit for the three months ended September 30, 1998 was
$43.6 million, which represented an increase of $21.5 million, or 97.3%, as
compared to $22.1 million for the three months ended September 30, 1997. Gross
profit margin was 51.5% for the three months ended September 30, 1998, as
compared to 42.9% for the three months ended September 30, 1997. The overall
increase in gross profit dollars was attributable to the Company's higher sales
volume for the three months ended September 30, 1998. The increase in gross
profit margin for the three months ended September 30, 1998, as compared to the
three months ended September 30, 1997, was due primarily to higher gross profit
margins of the network marketing division.

Operating Expenses: Operating expenses were $27.3 million for the three months
ended September 30, 1998, representing an increase of $15.2 million, or 125.8%,
as compared to $12.1 million for the three months ended September 30, 1997. As a
percent of net sales, operating expenses increased from 23.5% for the three
months ended September 30, 1997 to 32.4% for the three months ended September
30, 1998. The increase in operating expenses and operating expenses as a percent
of net sales was primarily attributable to increased selling and marketing
expenses and higher general and administrative expenses resulting from the
Company's increased level of operations for the three months ended September 30,
1998, comprised primarily of an increase in the Company's commission expense for
the network marketing division and advertising expenses.


                                       15
<PAGE>   16

Merger Expenses: Merger expenses were $1.5 million for the three months ended
September 30, 1998 as a result of the August 21, 1998 acquisition of PR.

Income From Operations: Income from operations was $14.7 million for the three
months ended September 30,1998, representing an increase of $4.7 million, or
47.5%, as compared to $10.0 million for the three months ended September 30,
1997. Income from operations margin decreased to 17.4 % of net sales for the
three months ended September 30, 1998, as compared to 19.4% of net sales for the
three months ended September 30, 1997. The increase in income from operations
was primarily due to the Company's higher sales volume together with higher
gross margins. The decrease in income from operations margins was primarily due
to higher operating expenses as a percent of net sales for the three months
ended September 30, 1998.

Other Expense: Other expense was $1.1 million for the three months ended
September 30, 1998, as compared to $3.1 million for the three months ended
September 30, 1997. The net decrease of $2.0 million is primarily due to
increased interest income of $0.3 million and decreased interest expense of $1.6
million, both primarily as a result of reduced debt levels and increased cash
balances which resulted primarily from the Company's second public offering in
April 1998.

Liquidity and Capital Resources

For the nine months ended September 30, 1998, cash provided by operating
activities was $16.8 million, as compared to $11.0 million for the nine months
ended September 30, 1997. Net cash provided from financing activities was $68.5
million for the nine months ended September 30, 1998 (represents the net
proceeds of the second public offering of common stock offset by payment of
debt, including the redemption and repurchase of $56.8 million aggregate
principal amount of senior subordinated notes), and cash used for financing
activities was $8.7 million for the nine months ended September 30, 1997.

Capital expenditures were $9.2 million and $3.3 million for the nine months
ended September 30, 1998 and 1997, respectively. Capital expenditures were
primarily for the purchase of production equipment to expand capacity or improve
manufacturing efficiency and for the expansion of the Utah facility. Capital
expenditures are expected to be approximately $17.0 million during 1998,
approximately $13.3 million is being used to expand the Utah facility and the
remainder for the purchase of production equipment. The Company estimates that
its historical level of maintenance capital expenditures has been approximately
$0.5 million per fiscal year. The Company recently entered into a lease for
approximately 21,000 square feet of office space in Hauppauge, New York, for its
executive and administrative personnel and has entered into a lease for 106,000
square feet of space in Bohemia, New York for distribution, warehouse and
packaging (tablet and capsule) operations.

Twinlab has no operations of its own, and accordingly, has no independent means
of generating revenue. As a holding company, Twinlab's internal sources of funds
to meet its cash needs, including payment of expenses, are dividends and other
permitted payments from its direct and indirect subsidiaries. The indenture,
dated as of May 7, 1996, as amended, among Twinlab, Twin Laboratories Inc., ARP,
Changes International, Bronson, PR and State Street Bank and Trust Company, as
trustee, relating to the senior subordinated notes and the amended revolving
credit facility impose upon the Company certain financial and operating
covenants, including, among others, requirements that the Company maintain
certain financial ratios and satisfy certain financial tests, limitations on
capital expenditures and restrictions on the ability of the Company to incur
debt, pay dividends or take certain other corporate actions.

In April 1998, the Company completed a second public offering of 9.2 million
shares of its common stock priced at $36.50 per share. Of the total shares
offered, 4.2 million shares were sold by the Company. The net proceeds to the
Company from the offering after expenses were approximately $147.5 million. Of
the net proceeds to the Company, approximately $56.1 million was used to pay the
purchase price for the Bronson acquisition (discussed in Note 2), including
related fees and expenses; approximately $40.1 million was used to redeem $35.0


                                       16
<PAGE>   17

million of the Company's senior subordinated notes at a redemption price of 109
1/2 percent, plus accrued and unpaid interest; approximately $9.9 million was
used to reduce outstanding borrowings under the Company's revolving credit
facility, including accrued and unpaid interest; and approximately $41.4 million
was available for working capital and other general corporate purposes.

In July 1998, the Company purchased $18.1 million aggregate principal amount of
senior subordinated notes in the open market at a price of 112 1/2 percent or an
aggregate of $20.8 million, including interest of $.4 million. In September
1998, the Company purchased an additional $3.6 million aggregate principal
amount of senior subordinated notes in the open market at a price of 108 1/2
percent or an aggregate of $4.1 million, including interest of $.1 million. The
Company may from time to time purchase additional senior subordinated notes in
the open market.

Management believes that the Company has adequate capital resources and
liquidity to meet its borrowing obligations, fund all required capital
expenditures and actively pursues its business strategy for the next 18 to 24
months. The Company's capital resources and liquidity are expected to be
provided by the Company's cash flow from operations, borrowings under its
amended revolving credit facility and the remaining proceeds from its second
public offering. As of October 31, 1998, approximately $50 million of borrowings
were available under the amended revolving credit facility for working capital
requirements and general corporate purposes.

One of the Company's business strategies is to actively pursue acquisition
opportunities, including product line acquisitions, that complement or extend
existing products, expand its distribution channels or are compatible with its
business philosophy and strategic goals. Future acquisitions could be financed
by internally generated funds, bank borrowings, public offerings or private
placements of equity or debt securities, or a combination of the foregoing. Up
to $35 million of borrowings under the amended revolving credit facility,
subject to certain conditions and reductions, will be available to fund future
acquisitions. There can be no assurance that the Company will be able to make
acquisitions on terms favorable to the Company or that funds to finance an
acquisition will be available or permitted under the Company's financing
instruments.

Year 2000

The Company recognizes the importance of ensuring that neither its customers nor
its business operations are disrupted as a result of Year 2000 software
failures. The Company is communicating with customers, suppliers, financial
institutions and other vendors with which it does business to coordinate Year
2000 conversion efforts. Based on the results of this survey, the Company
intends to identify any existing risks to be addressed. At this time, the
Company believes that any risks are minimal and it believes that its systems are
substantially Year 2000 compliant. Plans are in place to bring all Company
systems into compliance by mid-year 1999 with a total cost estimated to be in
the range of $50,000-$200,000. The Company does not expect Year 2000 issues to
materially effect its products, services, competitive position or financial
performance. However, there can be no assurance that this will be the case. The
ability of third parties with whom the Company transacts business to adequately
address their Year 2000 issues is outside the Company's control. There can be no
assurance that the failure of such third parties to adequately address their
respective Year 2000 issues will not have a material adverse effect on the
Company's business, financial condition, cash flows and results of operations.

Certain Factors That May Affect Future Results

Information contained or incorporated by reference in this periodic report on
Form 10-Q and in other SEC filings by the Company contains "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 which can be identified by the use of forward-looking terminology such
as "believes," "expects," "may," "will," "should" or "anticipates" or the
negative thereof, other variations thereon or comparable terminology, or by
discussions of strategy. 

No assurance can be given that future results covered by the forward-looking
statements will be achieved, and other factors could also cause actual results
to vary materially from the future results covered in such forward-looking
statements.


                                       17
<PAGE>   18

                                     PART II
                                OTHER INFORMATION

ITEM 1: LEGAL PROCEEDING

FTC PROCEEDING

The Company received an inquiry from the Federal Trade Commission("FTC") with
respect to the Company's substantiation for certain advertising claims made for
its product "Herbal Phen Fuel". After the Company submitted scientific
substantiation to the FTC, the FTC forwarded a proposed consent order (the
"Consent Order") to the Company. The proposed Consent Order provides for, among
other things: (1) injunctive relief prohibiting the Company from making certain
claims for its products without adequate scientific substantiation; and (2)
payment of an unspecified sum of money to the FTC. The proposed Consent Order is
currently the subject of negotiation between the FTC Staff and the Company. The
Company is unable to predict whether it will be able to reach a negotiated
settlement of this matter. There can be no assurance that any injunctive relief
or monetary payment resulting from a resolution of this matter would not have a
material adverse effect on the Company.

ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

On August 21, 1998, Twinlab issued an aggregate of 1,150,000 shares of its
Common Stock to the shareholders of PR Nutrition, Inc. as the purchase price for
all of the outstanding common stock of PR Nutrition, Inc. Such Common Stock was
transferred in a transaction that was exempt from registration under Section
4(2) of the Securities Act.

ITEM 5: OTHER INFORMATION

Pursuant to new amendments to Rule 14a-4(c) of the Securities Exchange Act of
1934, as amended, if a stockholder who intends to present a proposal at the 1999
annual meeting of stockholders does not notify the Company of such proposal on
or prior to April 3, 1999, then management proxies would be allowed to use their
discretionary voting authority to vote on the proposal when the proposal is
raised a the annual meeting, even though there is no discussion of the proposal
in the proxy statement relating to the 1999 annual meeting of stockholders.


                                       18
<PAGE>   19

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits:

      27 Financial Data Schedule

(b)   Reports on form 8-K:

      A report on Form 8-KA was filed on July 14, 1998, with respect to the
      Bronson acquisition.

      A report on Form 8-K was filed on September 4, 1998 with respect to the
      acquisition of PR Nutrition, Inc.

      A report on Form 8-KA was filed on October 2, 1998, with respect to the
      acquisition of PR Nutrition, Inc.



                                       19
<PAGE>   20


                                   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.


                                               TWINLAB CORPORATION


                                               By  /s/ Ross Blechman
                                                 -------------------------------
                                               Ross Blechman
                                               Chairman, President and Chief
                                               Executive Officer


                                          By:    /s/ John McCusker
                                                 -------------------------------
                                               John McCusker
                                               Chief Financial Officer

Dated: March 30, 1999


                                      20