<PAGE>


Reason for Amendment:

This 10-KSB amendment is being sent to include Exhibit 27, the Financial
Data Schedule which was omitted in error from the filing on March 27,1997.


                 U.S. Securities and Exchange Commission
                           Washington, D.C. 20549
                             FORM 10-KSB

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 
                      For the Fiscal Year Ended December 31, 1996
[ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

             For the Transition Period from    N/A    to    N/A  
                     Commission File No. 33-97156

                         WHITEWING LABS, INC.
               (Name of small business issuer in its charter)
               Delaware                                    95-4437350
      (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)               Identification Number)

15455 San Fernando Mission Blvd., #105, Mission Hills, California 91345

        (Address of principal executive offices)                (Zip Code)
        Issuer's Telephone Number:  (818) 898-2167

           Securities registered under Section 12(b) of the Exchange Act:
                                None
           Securities registered under Section 12(g) of the Exchange Act:
                           Common Stock, $.001 par value
                                 (Title of Class)

    Check whether the issuer (1) filed all reports required to be filed by
Section 12 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.
Yes [X]    No [  ]

    Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [X]  

    The issuer's revenue for the year ended December 31, 1996 was
$3,537,480.   The aggregate market value of the voting stock held by
non-affiliates as of February 28, 1997, computed by reference to the price at
which the stock was sold, or the average closing bid and asked quotations of
such stock, was $4,019,608.

DOCUMENTS INCORPORATED BY REFERENCE:  None




<PAGE>

Item 13.  Exhibits and Reports on Form 8-K.

    (a)    Exhibits.  The following exhibits are either filed herewith or
incorporated herein by reference:
<TABLE>
<CAPTION>
   <S>     <C>
    3.1    Certificate of Incorporation*
    3.2    Bylaws*
    3.3    Reincorporation Agreement*
    4.1    Form of Warrant*
    4.2    Agreement Not to Sell*
   10.1    Lease of Company's Executive Offices*
   10.2    Stock Option Plan*
   10.4    Fulfillment Services Agreement with Professional Marketing 
           Associates, Inc.*
   10.5    Consulting Agreement*
   27      Financial Data Schedule

</TABLE>
*     Incorporated by reference from the Company's Registration Statement on
Form S-1 (33-97156) which became effective under the Securities Act of 1933,
as amended, on February 9, 1996.

    (b)    Reports on Form 8-K.  None.


    (c)    Index to Financial Statements.

<TABLE>
<CAPTION>

                                                                         Page
<S>                                                                      <C>
Report of Independent Public Accountants                                 F-1

Balance Sheets as of December 31, 1995 and 1996                          F-2

Statements of Operations for each of the Three Years 
in the period ended December 31, 1996                                    F-3

Statements of Shareholders' Equity for each of the Three
Years in the period ended December 31, 1996                              F-4

Statements of Cash Flows for each of the Three Years 
in the period ended December 31, 1996                                    F-5

Notes to Financial Statements                                            F-6

</TABLE>





                                       31

<PAGE>



    SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                              Whitewing Labs, Inc

                              By:    /s/  Cynthia Kolke
                                   Cynthia Kolke
                                   President, Assistant Secretary and Director

                              Dated:  May 14, 1997

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


  /s/  R. Bruce Stewart       Chairman of the Board       May 14, 1997
R. Bruce Stewart              of Directors, Secretary
                              and Treasurer


  /s/  Cynthia Kolke          Director, Assistant         May 14, 1997
Cynthia Kolke                 Secretary



  /s/  Paul R. Ryan           Director                    May 14, 1997
Paul R. Ryan


  /s/  William D. Fox         Director                    May 14, 1997
William D. Fox


  /s/  Elizabeth M. Meisler   Chief Financial Officer     May 14, 1997
Elizabeth M. Meisler














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