SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  FORM 10-QSB

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                           EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1998

                                      OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OF THE SECURITIES
                           EXCHANGE ACT OF 1934

            For the transition period from____N/A_____ to ___N/A_____

                         Commission File No. 0-27420

                             WHITEWING LABS, INC.
     (Exact name of small business registrant as specified in its charter)

            Delaware                                     95-4437350
   (State or other jurisdiction                       (I.R.S. Employer
 of incorporation or organization)                  Identification Number)

15455 San Fernando Mission Blvd., #105, Mission Hills, CA      91345
(Address of principal executive office)                      (Zip Code)

Registrant's Telephone Number:  (818) 898-2167

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 [ ]

The number of shares of common stock outstanding as of April 30, 1998 was
2,864,938.
                                       1
                              WHITEWING LABS, INC.
                FORM 10-QSB FOR QUARTER ENDED MARCH 31, 1998
                              TABLE OF CONTENTS

                                                                          Page

PART I.   FINANCIAL INFORMATION

Item 1.     Condensed Financial Statements

            Balance Sheets at December 31, 1997
                and March 31, 1998                                          3

            Statements of Operations for the Three Months Ended
                March 31, 1997 and 1998                                     5

            Statements of Cash Flows for the Three Months Ended
                March 31, 1997 and 1998                                     6

            Notes to the Financial Statements                               8

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

PART II.    OTHER INFORMATION                                              13

Item 3.     Exhibits and Reports on Form 8-K

SIGNATURE PAGE                                                             14
































                                      2

<TABLE>

                            Whitewing Labs, Inc.
                              Balance Sheets
                    December 31, 1997 and March 31, 1998

<CAPTION> 
                                  ASSETS


                                        December 31,                March 31,
                                            1997                      1998
                                       ------------                -----------
                                                                   (Unaudited)
     <S>                                     <C>                   <C> 
     CURRENT ASSETS: 
        Cash and cash equivalents            $ 1,593,779           $ 1,638,960
        Inventories                              124,484                93,890
        Prepaid advertising                      274,555               185,778
        Other prepaid expenses                    30,079                95,389
        Other receivables                         62,150                68,142
        Deferred taxes                            50,000                50,000
                                             -----------           -----------
           Total current assets                2,135,047             2,132,159
     EQUIPMENT:
        Furniture and fixtures                   135,957               136,552
        Less--accumulated depreciation           (63,856)              (70,961)
                                             -----------             ----------
                                                  72,101                 65,591
                                             -----------            -----------
     OTHER ASSETS:
                                                   8,245                 16,478
                                             -----------            -----------
                                                   8,245                 16,478
                                             -----------            -----------
     TOTAL ASSETS                            $ 2,215,393            $ 2,214,228
                                             ===========            ===========

</TABLE>

See accompanying notes




                                       3

<TABLE>

                              Whitewing Labs, Inc.
                                Balance Sheets
                     December 31, 1997 and March 31, 1998

<CAPTION>
                     LIABILITIES AND SHAREHOLDERS' EQUITY

                                             December 31,            March 31,
                                                 1997                  1998
                                             ------------           ----------
                                                                   (Unaudited)
     <S>                                     <C>                    <C>

     CURRENT LIABILITIES:
        Accounts payable                     $     17,729           $   43,372
        Accrued liabilities                        12,259                9,091
                                            -------------           ----------
             Total current liabilities             29,988               52,463
                                            -------------           ----------

     SHAREHOLDERS' EQUITY: 

         Common stock, $.001 par value:
           Authorized, 10,000,000 shares
           Issued and outstanding,
           2,906,388 shares                         2,906                2,906
         Paid-in capital                        6,320,292            6,320,292
         Accumulated deficit                   (4,060,887)          (4,084,527)
         Less--
           Treasury stock, 41,450 shares at cost
                                                  (76,906)             (76,906)
                                             ------------         ------------
         Shareholders' equity                   2,185,405            2,161,765
                                             ------------         ------------
                                             $  2,215,393         $  2,214,228
                                             ============         ============
</TABLE>

                              See accompanying notes


                                         4

<TABLE>

                               Whitewing Labs, Inc.
                             Statements of Operations
                For the Three Months Ended March 31, 1997 and 1998
                                 (Unaudited)
<CAPTION>

                                               1997                    1998
                                            ----------              ----------
<S>                                         <C>                    <C>
NET SALES                                   $  658,518             $ 1,621,312

COST OF GOODS SOLD                              84,206                 234,435
                                            ----------              ----------
    Gross profit                               574,312               1,386,877

OPERATING EXPENSES
  Advertising                                  521,770                 791,274
  Selling                                      494,836                 457,961
  General and administrative                   206,546                 187,670
                                            ----------             -----------
                                             1,223,152               1,436,905
                                            ----------             -----------
  Loss from operations                        (648,840)                (50,028)

OTHER INCOME                                    23,550                  26,388
                                            ----------             -----------
  Loss before provision
  for income taxes                            (625,290)                (23,640)

PROVISION FOR INCOME TAXES                         -                       -
                                            ----------             -----------
NET LOSS                                      (625,290)                (23,640)

PREFERRED STOCK DIVIDENDS
  EARNED AND ACCRUED                        $     -                       -
                                            ----------             -----------

  Net loss attributable
  to common stockholders                    $ (625,290)           $    (23,640)
                                            ==========             ===========

BASIC AND DILUTED
LOSS PER COMMON SHARE                       $    (0.22)           $      (0.01)
                                            ==========             ===========
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                 2,864,310               2,864,938
                                            ==========             ===========
</TABLE>

                             See accompanying notes

                                        5
<TABLE>
                              Whitewing Labs, Inc.
                            Statements of Cash Flows
               For the Three Months Ended March 31, 1997 and 1998
                                   (Unaudited)
<CAPTION>
                                                       1997            1998
                                                    ----------      ----------
<S>                                                 <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES: 
   Net loss                                         $(625,290)      $ (23,640)
   Adjustments to reconcile net loss to net cash
     used in operating activities
        Depreciation and amortization                   5,772           7,105
        Changes in assets and liabilities:
           Inventories                                (15,323)         30,594
           Prepaid advertising                         14,826          88,777
           Other prepaid expenses                     (13,404)        (65,310)
           Other receivables                           16,257          (5,992)
           Deferred advertising                        52,920             - 
           Other deposits                                (184)         (8,233)
           Accounts payable                          (236,205)         25,603
           Accrued liabilities                        (15,673)         (3,168)
                                                   ----------      ----------
           Net cash provided in operating activities (816,304)         45,776
                                                   ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of furniture and fixtures                    -              (595)
                                                  -----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repurchase of common stock                         (29,987)           -
                                                   ----------      ----------
           Net cash provided by financing activities  (29,987)           -
                                                   ----------      ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (846,291)         45,181

CASH AND CASH EQUIVALENTS, beginning of period      2,524,391       1,593,779
                                                   ----------      ----------
CASH AND CASH EQUIVALENTS, end of period           $1,678,100      $1,638,960
                                                   ==========      ==========

                              See accompanying notes

                                        6


                                                       1997            1998
                                                    ----------      ----------
SUPPLEMENTAL DISCLOSURES OF
   CASH FLOW INFORMATION:

     Cash paid for income taxes                     $    -       $     -
                                                    ==========       ==========
     Cash paid for interest                         $    -       $     -
                                                    ==========       ==========
</TABLE> 

                              See accompanying notes

                                         7



                               WHITEWING LABS, INC.
                           NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1998
                                   (Unaudited)


1.    Summary of Significant Accounting Policies

    a.  Basis of presentation

    In the opinion of management and subject to year-end audit, the
    accompanying unaudited financial statements have been prepared in
    accordance with generally accepted accounting principles for interim
    financial information.  Accordingly, they do not include all of the
    information and footnotes required by generally accepted accounting
    principles for complete financial statements.  In the opinion of
    management, all adjustments considered necessary for a fair presentation
    have been included.  The results of operations for the periods presented
    are not necessarily indicative of the results to be expected for the full
    year.  These condensed financial statements should be read in conjunction
    with the financial statements and footnotes thereto contained in the
    Company's Annual Report on Form 10-KSB for the year ended December 31,
    1997.

    b.  Prepaid and Deferred Advertising

    Television infomercials, and direct mailings including magazine postcard
    inserts, tear sheets, holiday special mailers and the Journal of Natural
    Health "TM" comprise the main components of the Company's direct-response
    marketing efforts.  Payments to vendors in advance of the run date are
    included in prepaid advertising.  Respondents are logged into a customer
    database which indicates the source of each customer's response to the
    specific advertisement. The Company's accounting policy for amortizing the
    costs of prepaid and deferred print advertising placements and mailings is
    based upon management's estimates over the periods in which the related
    direct responses are received.  The Company evaluates the realizability of
    its direct-response advertising by comparing the carrying amount of prepaid
    and deferred advertising at each balance sheet date on a cost-pool-by-cost-
    pool basis to the probable remaining future net revenues expected to result
    from such advertising.  Any excess carrying amount over probable remaining
    future revenues is reported as advertising expense in the current period.
    Newspaper and weekly publications are expensed in the month of issue.
    Magazines and direct mailings which are available prior to the middle of
    the month preceding the issue date are amortized over a three month period.
    Magazines which are available subsequent to the middle of the month
    preceding the issue date are amortized over a four month period.  Costs to
    develop, edit, and reproduce infomercials for airing at local television
    stations nationwide are amortized over a period of twelve months or the
    estimated revenue earning stream, whichever is less.  For the three months
    ended March 31, 1997 and 1998 respectively, advertising expense was
    $521,770 and $791,274 respectively.

    c.  Revenue Recognition

    Revenue is recorded at the time of shipment.

    d.  Reclassifications

    Certain reclassifications have been made to the accompanying condensed
    financial statements to conform them with the current period presentation.

                                         8

    e.  Estimates Used by Management

    The preparation of financial statements in conformity with generally
    accepted accounting principles requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the
    financial statements and the reported amounts of revenues and expenses
    during the reported period.  Actual results could differ from those
    estimates.

    f.  Concentration of Risk

    Production, order taking and order fulfillment are outsourced to an outside
    company and two independent contractors, respectively, which potentially
    subjects the Company to a concentration of supplier risk.  In addition,
    substantially all printing is handled by an outside company and
    substantially all advertising placement, including purchase of mailing
    lists for direct mail programs, is handled by an outside service agency.
    Although these services are currently concentrated with a few key
    suppliers, management believes that other suppliers could provide similar
    services and comparable terms.  A change in suppliers however could cause
    delay in manufacturing, shipping, advertising placements and implementation
    of direct mail programs and a possible loss of sales which could affect
    operating results adversely.

2.    Loss per Common Share

    For the three month periods ended March 31, 1997 and 1998 respectively,
    basic loss per common share is based on the historical weighted average
    number of shares outstanding.

3.    Product Return Reserve

    An accrual for estimated sales returns is included in accrued liabilities
    in the amounts of $10,000 and $5,000 at December 31, 1997 and March 31,
    1998, respectively.

4.    Stock Repurchase

    During the three months ended March 31, 1997, the Company acquired 21,850
    shares of its common stock for approximately $29,900 in connection with a
    stock repurchase program in which up to 200,000 shares or 7% of outstanding
    shares of the Company's common stock may be acquired in the open market.

5.    Litigation

    None

6.    Advertising

    The Company has commitments for magazine placements of $5,107 at March 31,
    1998.

                                           9


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

General

The Company formulated its business plans and strategies based on certain
assumptions of the Company's management regarding the size of the market for
nutritional supplements, the products which the Company will be able to offer
to the over age forty market, the Company's anticipated share of the market,
and the estimated prices for and acceptance of the Company's products. Although
these plans and assumptions are based on the best estimates of management,
there can be no assurance that these assessments will prove to be correct.  No
independent marketing studies have been conducted on behalf of or otherwise
obtained by the Company, nor are any such studies planned.  Any future success
that the Company might enjoy will depend upon many factors, including factors
which may be beyond the control of the Company or which cannot be predicted at
this time.  These factors may include product obsolescence, increased levels of
competition, including the entry of additional competitors and increased
success by existing competitors, changes in general economic conditions,
increases in operating costs including costs of supplies, personnel and
equipment, reduced margins caused by competitive pressures and other factors,
and changes in governmental regulation imposed under federal, state or local
laws.

The Company's stated strategy for the development of its business is to stress
growth of the customer base over short-term profits; management believes that,
in the long run, potential net earnings will be driven by continued growth of
the customer base.  During the first quarter of 1997, utilizing a portion of
the net proceeds from its February 1996 public offering, the Company continued
its efforts to expand the customer base by investing approximately $1,100,000
in a combination of marketing and selling activities, including magazine
advertising placements, direct mail which both tests new mailing lists and
identifies new names on lists used in the past, and testing of electronic in-
home delivery of product advertising.  While losses were anticipated in
building the customer base, they have been greater than expected.  This was in
part due to steadily increasing competition over the last year for the flagship
product, Prostsafe "R".  The Company has made several substantial investments
by both expanding its product line to 27 products and increasing the customer
base from 89,000 in March of 1997 to over 160,000 currently.  In view of the
expanded customer base, the Company has now modified its marketing strategy for
the short term by significantly reducing advertising and certain selling
expenditures related to attracting additional customers, as it focuses on
efforts to generate additional revenue from existing customers.

As of March 31, 1998, the Company had an accumulated deficit of $4,084,527.  It
can be expected that future operating results will continue to be subject to
many of the problems, expenses, delays and risks inherent in the establishment
of a new business enterprise, many of which the Company cannot control.  There
can be no assurance, therefore, that the Company will be able to achieve or
sustain profitability.  Even if the Company's operations prove to be marginally
profitable, the value of the Company's common stock, and the potential return
to investors, could be substantially diminished.  Consequently, an investment
in the Company is highly speculative and no assurance can be given that
purchasers of the shares of common stock will realize any return on their
investment or that purchasers will not lose their entire investment.

Like other distributors of consumer products, the Company encounters the risk
of product returns from its customers.  The Company's products are sold with an
unconditional, money-back guarantee.  Any customer who is not satisfied with a
Company product for any reason may return it or any unused portion for a full
refund of the purchase price.  Although product returns over the last three
years have been approximately 3% of sales, versus the national average of 6%,
there can be no assurance that actual levels of returns will not significantly
exceed amounts which have occurred in the past.

                                         10

The Company's operating results may vary significantly due to a variety of
factors including changing customer profiles, the availability and cost of raw
materials, the introduction of new products by the Company or its competitors,
the timing of the Company's advertising and promotional campaigns, pricing
pressures, general economic and industry conditions that affect customer
demand, and other factors.

Statements contained herein that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including but not limited
to statements regarding the Company's expectations, hopes, beliefs, intentions
or strategies regarding the future.  Actual results could differ materially
from those projected in any forward-looking statements as a result of a number
of factors, including those detailed in this Management's Discussion and
Analysis of Results of Operations and Financial Condition, as well as those set
forth elsewhere herein.  The forward-looking statements are made as of the date
of these financial statements and the Company assumes no obligation to update
the forward-looking statements, or to update the reasons why actual results
could differ materially from those projected in the forward-looking statements.
See the Company's annual 10K for the year ended December 31, 1997.

Results of Operations.

Net Sales.  The Company's net sales during the quarter ended March 31, 1998
were $1,621,312, a increase of approximately 246% over net sales of $658,518
during the quarter ended March 31, 1997.  At March 31, 1998, the Company's
customer base had grown to approximately 160,000, up from approximately 89,000
at March 31, 1997.

The average orders from new and existing customers were approximately $68 and
$84 respectively, for the quarter March 31, 1998, compared to average orders of
approximately $61 from new customers and $76 from existing customers
respectively for the first quarter of the prior year.

Sales of the Company's Prostsafe "R" accounted for 53% of the Company's sales
for the quarter ended March 31, 1998, and for approximately 68.2% of net sales
for the quarter ended March 31, 1997.  The Company anticipates that sales of
Prostsafe "R" will continue to contribute a substantial but continually
decreasing percentage of total revenues to subsequent periods, as sales of the
Company's other products increase.  A decline in the demand for this product,
whether as a result of competition or other factors, could have a material
adverse effect on the Company's results of operations and financial condition.
The markets for the Company's products are characterized by changing customer
demand, short product life cycles, and frequent new product introductions.  The
performance of the Company will depend on the ability of the Company to develop
and market new products that will gain customer acceptance and loyalty, as well
as its ability to adapt its product offering to meet changing pricing
considerations and other market factors.  The Company's operating performance
would be adversely affected if the Company were to incur delays in developing
new products or if such products did not gain market acceptance.  Therefore,
there can be no assurance that the Company's existing or future products will
be sufficiently successful to enable the Company to effectively compete in its
prospective markets or, should the Company's product offerings meet with
significant customer acceptance, that one or more current or future competitors
will not introduce products which adversely affect the Company's product market
share.


Gross Profit.  Cost of goods sold for the Company's products represented 14.5%
and 12.8% of net sales for the three months ended March 31, 1998 and 1997
respectively.  During the quarters ended March 31, 1998 and 1997, the Company
recognized gross profits of $1,386,877 and $574,312 or 85.5% and 87.2% of net
sales, respectively.


                                            11

Advertising Expense.  During the three months ended March 31, 1998, advertising
expense increased to $791,274, compared to $521,770 for the same period last
year.  The increase reflects the Company's concentration on electronic in-home
delivery of product advertising.


Selling Expense.  During the three months ended March 31, 1998, selling
expenses decreased to $457,961, compared to $494,836 for the same period in
1997, and decreased as a percentage of net sales to 28.3%, compared to 75.1% of
net sales for the three months ended March 31, 1997.  The Company expects to
benefit in future periods from the conversion of leads obtained from electronic
in-home delivery of product advertising to customers.


General and Administrative Expense.  General and administrative expenses
decreased in absolute dollars to $187,670 for the first three months of 1998,
from $206,546 for the first three months of 1997, primarily due to a decrease
in accounting costs. For the quarter ended March 31, 1998, general and
administrative expenses represented 11.6% of net sales, decreasing as a
percentage of net sales from 31.4% for the three months ended March 31, 1997.


Loss From Operations.  The Company incurred losses from operations for the
three months ended March 31, 1998 of $23,640, compared to losses from
operations of $625,290 during the three months ended March 31, 1997.  Losses
during the first quarter of 1998 and 1997 were mainly attributable to increases
in selling costs as the Company sought to aggressively expand its customer
base.  Anticipated revenues for the first quarter of 1998 from mailings to
existing customers, magazine placements and the airing of electronic in-home
delivery of product advertising, have resulted in a substantial decrease in
loss for the first quarter of 1998.


Liquidity and Capital Resources

In its initial public offering in February 1996, the Company raised net
proceeds, after deduction of underwriting discounts and other expenses of the
offering amounting to $1,111,752, of approximately $4,270,000. The Company's
public offering was to generate adequate funds to allow for growth of the
Company's sales and database than might be achieved if the Company relied only
upon revenues generated from sales.  A large portion of the net proceeds to the
Company, was earmarked to finance expanded advertising, marketing and sales
activities, with the balance available for use for other general corporate
purposes to support the Company's ongoing operations, including general
administrative costs and expenses.

The Company initiated an open market stock repurchase program in July 1996 in
which up to 200,000 shares or 7% of outstanding shares of the Company's common
stock may be acquired in the open market.  The Company acquired 21,850 shares
of its common stock for approximately $29,900 during the first three months of
1997 bringing the total shares acquired to date to 39,450.  The Company has
authorized a repurchase of up to an additional 10,150 shares and may or may not
make future repurchases.

The Company believes that expected cash flow plus the remaining proceeds from
the offering will finance the Company's operations at currently anticipated
levels for a period of at least 12 months.  However, there can be no assurance
that the Company will not encounter unforeseen difficulties that may deplete
its capital resources more rapidly than anticipated.

                                      12

PART II  OTHER INFORMATION

Item 3.     Exhibits and Reports on Form 8-K

              Exhibit 27, Financial Data Schedule                Page 15

                                          13

SIGNATURE PAGE

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.


                                       WHITEWING LABS, INC.


Date:  May 13, 1998                          /s/    Cynthia Kolke
                                       ------------------------------
                                       Cynthia Kolke,
                                       President, Assistant Secretary
                                       and Director

                                         14