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, 2001

                                           OR

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

            For the transition period from______________ to ______________

                           Commission File No.______________

                                 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, 2001 was
2,925,438.

                                        1

                               WHITEWING LABS, INC.


                    FORM 10-QSB FOR QUARTER ENDED MARCH 31, 2001

                                TABLE OF CONTENTS




                                                                         Page
PART I.    FINANCIAL INFORMATION

Item 1.    Condensed Financial Statements

           Independent Accountant's Report                                 3

           Balance Sheets at December 31, 2000 and March 31, 2001          4

           Statements of Operations for the Three Months Ended
             March 31, 2000 and 2001                                       6

           Statements of Cash Flows for the Three Months Ended
             March 31, 2000 and 2001                                       7

           Notes to the Financial Statements                               8

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

SIGNATURE PAGE                                                            13

                                     2





                           INDEPENDENT ACCOUNTANT'S REPORT




To the Board of Directors and Shareholders
Whitewing Labs, Inc.


We have reviewed the accompanying balance sheet of Whitewing Labs, Inc., as of
March 31, 2001, and the related statements of operations and cash flows for the
three-month period then ended.  We conducted our review in accordance with
standards established by the American Institute of Certified Public
Accountants.  These financial statements are the responsibility of the
Company's management.

A review of interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of persons
responsible for financial and accounting matters.  It is substantially less in
scope than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole.  Accordingly, we do not express such an
opinion.

Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above in order for them to be
in conformity with generally accepted accounting principles.

As discussed in Note 4, certain conditions indicate that the Company may be
unable to continue as a going concern.  The accompanying financial statements
do not include any adjustments that might be necessary should the Company be
unable to continue as a going concern.

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Whitewing Labs, Inc. as of December 31, 2000,
and the related statements of income, shareholders' equity and cash flows for
the year then ended not presented herein; and in our report dated February 12,
2001, we expressed an unqualified opinion on those financial statements.  In
our opinion, the information set forth in the accompanying balance sheet as of
December 31, 2000, is fairly presented, in all material respects, in relation
to the balance sheet from which it has been derived.



/s/  Moss Adams LLP
MOSS ADAMS LLP




Los Angeles, California
April 19, 2001

                                        3

<TABLE>



                             WHITEWING LABS, INC.

                               BALANCE SHEETS

                    DECEMBER 31, 2000 AND MARCH 31, 2001

<CAPTION>
                                    ASSETS



                                                 December 31,      March 31,
                                                     2000            2001
                                                 ___________      ___________
                                                                  (Unaudited)

<S>                                              <C>              <C>
    CURRENT ASSETS:
      Cash and cash equivalents                  $    50,044      $    36,484
      Short-term investments                         514,399          414,678
      Inventories                                     61,083           79,234
      Prepaid advertising                             52,508           59,550
      Other prepaid expenses                          35,696           38,709
      Other receivables                               10,995            9,115
                                                 ___________      ___________

         Total current assets                        724,725          637,770

    EQUIPMENT:
      Furniture and fixtures                         167,851          167,851
      Less--accumulated depreciation                (148,346)        (152,605)
                                                 ___________      ___________

                                                      19,505           15,246
                                                 ___________      ___________

    OTHER ASSETS:
      Trademarks                                      51,137           50,934
      Other                                            4,369            4,369
                                                 ___________      ___________
                                                      55,506           55,303
                                                 ___________      ___________

    TOTAL ASSETS                                 $   799,736      $   708,319
                                                 ___________      ___________
                                                 -----------      -----------

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                      4

<TABLE>

                               WHITEWING LABS, INC.

                                 BALANCE SHEETS

                      DECEMBER 31, 2000 AND MARCH 31, 2001

<CAPTION>
                      LIABILITIES AND SHAREHOLDERS' EQUITY



                                                December 31,       March 31,
                                                     2000             2001
                                                 ___________      ___________
                                                                  (Unaudited)
<S>                                              <C>               <C>
    CURRENT LIABILITIES:
      Accounts payable                           $    14,953       $   22,668
                                                 ___________      ___________

      Total current liabilities                       14,953           22,668
                                                 ___________      ___________

    SHAREHOLDERS' EQUITY:

    Preferred stock, $.001 par value:
      10% cumulative, 500,000 shares authorized;
      no shares issued and outstanding                     -                -
    Common stock, $.001 par value:
      10,000,000 shares authorized; 2,925,443 shares
      issued and outstanding                           2,925            2,925
    Paid-in capital                                6,248,752        6,248,752
    Accumulated deficit                           (5,466,894)      (5,566,026)
                                                 ___________      ___________

      Shareholders' equity                           784,783          685,651
                                                 ___________      ___________

                                                 $   799,736      $   708,319
                                                 ___________      ___________
                                                 -----------      -----------

</TABLE>

The accompanying notes are an integral part of these financial statements

                                      5

<TABLE>

                               WHITEWING LABS, INC.

                             STATEMENTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001
                                    (UNAUDITED)

<CAPTION>

                                                     2000             2001
                                                 ___________      ___________
<S>                                              <C>              <C>

    NET SALES                                    $   222,751      $   170,926

    COST OF GOODS SOLD                                26,138           36,676
                                                 ___________      ___________

      Gross profit                                   196,613          134,250

    OPERATING EXPENSES
      Advertising                                     24,182           30,565
      Selling                                         77,714           75,073
      General and administrative                     142,011          142,969
                                                 ___________      ___________

                                                     243,907          248,607
                                                 ___________      ___________

                                                     (47,294)        (114,357)

    OTHER INCOME                                      12,917           15,225
                                                 ___________      ___________
      Loss before income taxes                       (34,377)         (99,132)

    PROVISION FOR INCOME TAXES                             -                -
                                                 ___________      ___________

      NET LOSS                                   $   (34,377)     $   (99,132)
                                                 ___________      ___________
                                                 -----------      -----------

    BASIC AND DILUTED
    LOSS PER COMMON SHARE                        $     (0.01)     $     (0.03)
                                                 ___________      ___________
                                                 -----------      -----------
    WEIGHTED AVERAGE NUMBER OF
      COMMON SHARES OUTSTANDING	2,925,438	2,925,443
                                                 ___________      ___________
                                                 -----------      -----------

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                      6

<TABLE>

                               WHITEWING LABS, INC.

                            STATEMENTS OF CASH FLOWS

             FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001
                                   (UNAUDITED)

<CAPTION>

                                                     2000              2001
                                                 __________         _________
<S>                                              <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                       $ (34,377)         $ (99,132)
  Adjustments to reconcile net loss to net cash
    flows from operating activities
    Depreciation and amortization                    7,386              4,462
    Changes in assets and liabilities:
      Inventories                                    6,140            (18,151)
      Prepaid advertising                          (29,587)            (7,042)
      Other prepaid expenses                        11,811             (3,013)
      Other receivables                             10,374              1,880
      Other deposits                                (2,000)                 -
      Accounts payable                               3,583              7,715
                                                 __________         _________

  Net cash used by operating activities            (26,670)          (113,281)
                                                 __________         _________
CASH FLOWS FROM INVESTING ACTIVITIES:
  Sale (purchase) of short-term investment, net    (12,491)            99,721
  Development of trademarks                         (5,088)                 -
                                                 __________         _________

  Net cash provided (used) by investing activities  (17,579)           99,721
                                                 __________         _________

NET DECREASE IN CASH AND CASH EQUIVALENTS           (44,249)          (13,560)

CASH AND CASH EQUIVALENTS, beginning of period       79,220            50,044
                                                 __________         _________

CASH AND CASH EQUIVALENTS, end of period          $  34,971         $  36,484
                                                 __________         _________
                                                 ----------         ---------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

  Cash paid for income taxes                      $       -         $       -
                                                 __________         _________
                                                 ----------         ---------

  Cash paid for interest                          $       -         $       -
                                                 __________         _________
                                                 ----------         ---------

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                      7

                               WHITEWING LABS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                MARCH 31, 2001
                                  (Unaudited)


1.  Summary of Significant Accounting Policies

    a.  Basis of Presentation

    The accompanying unaudited financial statements have been prepared in
    accordance with the instructions to Form 10-QSB.  The balance sheet,
    statement of operations and cash flows at and for the periods ended March
    31, 2001, have been reviewed by the Company's independent auditors in
    accordance with the professional standards and procedures as set forth in
    Statement of Auditing Standards No. 71 (SAS 71).  SAS 71 procedures for
    conducting a review of interim financial information generally are limited
    to inquiries and analytical procedures concerning significant accounting
    matters relating to the financial information to be reported.  They do not
    include all information and footnotes necessary for a fair presentation of
    financial position and results of operations and cash flows in conformity
    with generally accepted accounting principles.  These consolidated financial
    statements should be read in conjunction with the consolidated financial
    statements and related notes contained in the Company's Annual Report on
    Form 10-KSB for the year ended December 31, 2000.  In the opinion of
    management, all adjustments considered necessary for a fair presentation
    have been included in the interim period.  Operating results for the three
    months ended March 31, 2001 are not necessarily indicative of the results
    that may be expected for the year ending December 31, 2001.

    b.  Prepaid and Deferred Advertising

    Prepaid advertising includes $25,322 of costs related to the development of
    electronic in-home delivery of product advertising, and journal costs
    totaling $34,228.  The Company expenses other costs of non-print media as
    incurred.

2.  Loss Per Common Share

    For the three month periods ended March 31, 2000 and 2001, loss per common
    share was based on the historical weighted average number of shares
    outstanding.  The diluted loss per share is not presented because the effect
    is anti-dilutive.

3.  Advertising

    The Company had no commitments for magazine placements at March 31, 2001.

                                      8

4.  Going Concern

    The accompanying financial statements have been prepared in conformity with
    generally accepted accounting principles, which contemplates continuation
    of the Company as a going concern and realization of assets and settlement
    of liabilities and commitments in the normal course of business.  Since its
    inception, the Company has experienced a period of recurring losses and
    negative cash flow from operations and, as of March 31, 2001, had a
    deficiency in equity of $5,566,026.  The foregoing raises significant
    uncertainty about the Company's ability to continue as a going concern.
    Over the past several years, management has attempted to address the issues
    that have led to these deficiencies.  Management believes that the results
    of its plans and efforts have been positive as indicated by continued
    reductions in operating expenses and net losses.  However, cost cutting
    measures, budgetary controls, and other operating strategies have failed to
    produce profits and sufficient operating cash flow.  Consequently, working
    capital has continued to be depleted.  Based on the current operating
    budget and level of anticipated revenue, management estimates that existing
    cash reserves are sufficient to sustain the Company for approximately 12
    months.  However, there can be no assurance that the Company will not
    encounter unforeseen difficulties that deplete its capital resources more
    rapidly than anticipated.  Management is exploring several courses of
    action designed to address these issues including strategic merger
    opportunities.  There can be no assurance that any of these courses of
    action will be successful.

                                      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 by 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 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.

The Company's strategy for the development of its business is to stress growth
of its 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. The Company has made several substantial investments including
expansion of its product line to 33 products and increased advertising,
resulting in an increase in the customer base from 199,000 at March 31, 2000 to
over 212,000 at March 31, 2001.  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 Company's flagship
product, Prostsafe (r)

Sales of the Company's Prostsafe(r) accounted for approximately 44% of the
Company's sales for the three months ended March 31, 2001, compared to
approximately 54% of net sales for the three months ended March 31, 2000.  The
Company anticipates that sales of Prostsafe(r) will continue to contribute a
substantial but continually decreasing percentage of total revenues in
subsequent periods as the Company increases its emphasis on other products.
Despite this fact, 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 the Company's
changing customer demand, short product life cycles, and frequent new product
introductions.  The Company's performance will depend in a large part on its
ability to develop and market new products that will gain customer acceptance
and loyalty, as well as its ability to adapt its product offerings 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 marketshare.

                                      10

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
profitable, the value of the Company's common stock could be substantially
diminished.

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, 30 day money-back guarantee.  Although product returns over the
last three years have been approximately 1% of sales, which is substantially
less than 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.

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 10KSB for the year ended December 31, 2000.


Results of Operations

Net Sales.  The Company's net sales during the three months ended March 31,
2001 were $170,926, a decrease of approximately 23.1% over net sales of
$222,751 during the three months ended March 31, 2000.  At March 31, 2001, the
Company's customer base had grown to approximately 212,000, up from
approximately 199,000 at March 31, 2000.  As the Company responded to declining
response rates in certain segments of its mail order operations and reduced
certain of its advertising and direct mail programs, compared to the first
three months of 2000, sales generated from these segments correspondingly
declined.  The Company focused its primary efforts in the first quarter of 2001
on generating additional revenues from existing customers while continuing to
grow the customer base.  The average orders from new and existing customers
were approximately $65 and $85 respectively, for the three months ended March
31, 2001, compared to average orders of approximately $58 from new customers
and 92 from existing customers for the three months ended March 31, 2000.
Total new sales orders in the first quarter decreased primarily due to a
reduction in advertising dollars spent.

Gross Profit.  Gross Profit was 78.6% and 88.3% of net sales for the three
months ended March 31, 2001 and 2000, respectively.  The decrease was due to
better management of shipping and handling expenses of the orders shipped.

Advertising Expense.  During the three months ended March 31, 2001, total
advertising expense increased modestly to $30,565 compared to $24,182 for the
same period last year.  The increase reflects direct response advertising in the
first three months of 2001 directed to lead generating advertising program.
Advertising expense increased as a percentage of net sales to 17.9% compared to
10.9% of net sales for the same period last year.

Selling Expense.  During the three months ended March 31, 2001, selling
expenses decreased to $75,073, compared to $77,714 for the same period in 2000,
and increased as a percentage of net sales to 43.9%, compared to 34.9% of net
sales for the three months ended March 31, 2000.  This increase was due to
reduced revenues.

                                      11

General and Administrative Expense.  General and administrative expenses
increased slightly in absolute dollars to $142,969 for the first three months
of 2001, from $142,011 for the first three months of 2000.  For the three
months ended March 31, 2001, general and administrative expenses represented
83.6% of net sales, increasing from 63.7% for the three months ended March 31,
2000.  This increase was due to reduced revenue.

Loss From Operations.  The Company incurred losses from operations for the
three months ended March 31, 2001 of $99,132, compared to losses from
operations of $34,377 during the three months ended March 31, 2000.  Losses
during the first three months of 2001 were mainly attributable to reduced
revenue as the Company significantly reduced advertising and selling
expenditures and focused on efforts to generate additional revenue from
existing customers.


Liquidity and Capital Resources

In its initial public offering in February 1996, the Company raised net
proceeds of approximately $4.3 million after deduction of underwriting
discounts and other expenses of the offering of $1.1 million.  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.

At March 31, 2001, the Company had cash and short-term investments on hand of
$451,162, down from the December 31, 2000 amount of $564,443.  The decrease was
primarily the result of operating losses as well as certain expenses coming due
earlier in the year than previously experienced.

Since its inception, the Company has experienced a period of recurring losses
and negative cash flow from operations and, as of March 31, 2001, had a
deficiency in equity of $5,566,026.  The foregoing raises significant
uncertainty about the Company's ability to continue as a going concern.  Over
the past several years, management has attempted to address the issues that
have led to these deficiencies.  Management believes that the results of its
plans and efforts have been positive as indicated by continued reductions in
operating expenses and net losses.  However, cost cutting measures, budgetary
controls, and other operating strategies have failed to produce profits and
sufficient operating cash flow.  Consequently, working capital has continued to
be depleted.  Based on the current operating budget and level of anticipated
revenue, management estimates that existing cash reserves are sufficient to
sustain the Company for approximately 12 months.  However, there can be no
assurance that the Company will not encounter unforeseen difficulties that
deplete its capital resources more rapidly than anticipated.  Management is
exploring several courses of action designed to address these issues including
strategic merger opportunities.  There can be no assurance that any of these
courses of action will be successful.

                                      12

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.



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

   Dated:  May 11, 2001

                                      13