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

                                           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 June 18, 2001 was
6,800,443.

                                        1

                               WHITEWING LABS, INC.
                    FORM 10-QSB FOR QUARTER ENDED JUNE 30, 2001

                                TABLE OF CONTENTS




                                                                         Page
PART I.    FINANCIAL INFORMATION

Item 1.    Condensed Financial Statements

           Balance Sheets at December 31, 2000 and June 30, 2001            3

           Statements of Operations for the Three and Six Months Ended
             June 30, 2000 and 2001                                         5

           Statements of Cash Flows for the Six Months Ended
             June 30, 2000 and 2001                                         6

           Notes to the Financial Statements                                7

Item 2.    Management's Discussion and Analysis of Results
             of Operations and Financial Condition                          8

SIGNATURE PAGE                                                             11

                                     2

<TABLE>



                             WHITEWING LABS, INC.

                               BALANCE SHEETS

                    DECEMBER 31, 2000 AND JUNE 30, 2001

<CAPTION>
                                    ASSETS



                                                 December 31,       June 30,
                                                     2000            2001
                                                 ___________      ___________
                                                                  (Unaudited)

<S>                                              <C>              <C>
    CURRENT ASSETS:
      Cash and cash equivalents                  $    50,044      $    66,255
      Short-term investments                         514,399          602,899
      Inventories                                     61,083           62,413
      Prepaid advertising                             52,508           62,888
      Other prepaid expenses                          35,696           31,714
      Other receivables                               10,995           13,132
                                                 ___________      ___________

         Total current assets                        724,725          839,301

    EQUIPMENT:
      Furniture and fixtures                         167,851          167,851
      Less--accumulated depreciation                (148,346)        (156,020)
                                                 ___________      ___________

                                                      19,505           11,831
                                                 ___________      ___________

    OTHER ASSETS:
      Trademarks                                      51,137           50,606
      Other                                            4,369            4,368
                                                 ___________      ___________
                                                      55,506           54,974
                                                 ___________      ___________

    TOTAL ASSETS                                 $   799,736      $   906,106
                                                 ___________      ___________
                                                 -----------      -----------

</TABLE>

  The accompanying notes are an integral part of these financial statements

                                      3

<TABLE>

                               WHITEWING LABS, INC.

                                 BALANCE SHEETS


                       DECEMBER 31, 2000 AND JUNE 30, 2001

<CAPTION>
                      LIABILITIES AND SHAREHOLDERS' EQUITY



                                                December 31,         June 30,
                                                     2000             2001
                                                 ___________      ___________
                                                                  (Unaudited)
<S>                                              <C>              <C>
    CURRENT LIABILITIES:
      Accounts payable                           $    14,953      $    10,868
                                                 ___________      ___________

      Total current liabilities                       14,953           10,868
                                                 ___________      ___________

    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; 6,800,443 shares
      issued and outstanding                           2,925            6,800
    Paid-in capital                                6,248,752        6,554,877
    Accumulated deficit                           (5,466,894)      (5,666,439)
                                                 ___________      ___________

      Shareholders' equity                           784,783          895,238
                                                 ___________      ___________

                                                 $   799,736      $   906,106
                                                 ___________      ___________
                                                 -----------      -----------

</TABLE>

  The accompanying notes are an integral part of these financial statements

                                      4

<TABLE>

                               WHITEWING LABS, INC.

                             STATEMENTS OF OPERATIONS

               THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 2001
                                    (UNAUDITED)

<CAPTION>

                               Quarter ended June 30, Six months ended June 30,
                                   2000        2001       2000         2001
                                _________  __________  __________  __________
<S>                             <C>        <C>         <C>         <C>

    NET SALES                   $ 239,748  $  171,123  $  462,499  $  342,049

    COST OF GOODS SOLD             58,324      33,204      84,462      69,880
                                _________  __________  __________  __________

      Gross profit                181,424     137,919     378,037     272,169

    OPERATING EXPENSES
      Advertising                  31,759      26,240      55,941      56,805
      Selling                     123,882      71,304     201,596     146,377
      General and administrative  142,669     148,691     284,680     291,660
                                _________  __________  __________  __________

                                  298,310     246,235     542,217     494,842
                                _________  __________  __________  __________

                                 (116,886)   (108,316)   (164,180)   (222,673)

    OTHER INCOME                   19,371       7,907      32,288      23,132
                                _________  __________  __________  __________
      Loss before income taxes    (97,515)   (100,409)   (131,892)   (199,541)

    PROVISION FOR INCOME TAXES          -           -           -           -
                                _________  __________  __________  __________

      NET LOSS                 $  (97,515) $ (100,409) $ (131,892) $ (199,541)
                                _________  __________  __________  __________
                                ---------  ----------  ----------  ----------

    BASIC AND DILUTED
    LOSS PER COMMON SHARE      $    (0.03) $    (0.03) $    (0.05) $    (0.06)
                                _________  __________  __________  __________
                                ---------  ----------  ----------  ----------
    WEIGHTED AVERAGE NUMBER OF
      COMMON SHARES OUTSTANDING 2,925,443   3,915,721   2,925,443   3,439,251
                                _________  __________  __________  __________
                                ---------  ----------  ----------  ----------

</TABLE>

  The accompanying notes are an integral part of these financial statements

                                      5

<TABLE>

                               WHITEWING LABS, INC.

                            STATEMENTS OF CASH FLOWS

                    SIX MONTHS ENDED JUNE 30, 2000 AND 2001
                                   (UNAUDITED)

<CAPTION>

                                                     2000              2001
                                                 __________         __________
<S>                                              <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                       $ (131,892)        $ (199,543)
  Adjustments to reconcile net loss to net cash
    flows from operating activities
    Depreciation and amortization                    14,143              8,205
    Changes in assets and liabilities:
      Inventories                                    11,725             (1,330)
      Prepaid advertising                           (29,672)           (10,380)
      Other prepaid expenses                         24,276              3,982
      Other receivables                              10,667             (2,137)
      Other assets                                    3,079                  -
      Accounts payable                               12,194             (4,085)
      Accrued liabilities                            (5,000)                 -
                                                 __________         __________

  Net cash used by operating activities             (90,480)          (205,288)
                                                 __________         __________
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of furniture and fixtures                (5,183)                 -
  Sale of or (increase) of short-term investments    80,677            (88,500)
                                                 __________         __________

  Net cash provided by investing activities          75,494            (88,500)
                                                 __________         __________

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of Common Stock                  -            310,000
                                                 __________         __________

  Net cash provided by financing activities               -            310,000
                                                 __________         __________

NET INCREASE (DECREASE)
  IN CASH AND CASH EQUIVALENTS                      (14,986)            16,212

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

CASH AND CASH EQUIVALENTS, end of period         $   64,234         $   66,256
                                                 __________         __________
                                                 ----------         ----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

CASH PAID FOR:
  Income taxes                                   $        -         $        -
                                                 __________         __________
                                                 ----------         ----------

  Interest                                       $        -         $        -
                                                 __________         __________
                                                 ----------         ----------

</TABLE>

  The accompanying notes are an integral part of these financial statements

                                      6

                               WHITEWING LABS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                 JUNE 30, 2001
                                  (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,
    2000.

    b.  Prepaid Advertising

    Prepaid advertising includes $40,822 of costs related to the development of
    electronic in-home delivery of product advertising, journal and other
    prepaid magazine advertising costs totaling $22,066.  The Company expenses
    other costs of non-print media as incurred.

2.  Loss Per Common Share

    For the six month periods ended June 30, 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.

    June 7, 2001 the Company issued 3,875,000 shares of restricted common stock
    for cash proceeds of $310,000.  The outstanding weighted average of shares
    computed for the quarter and six months ended June 30, 2001 reflects these
    outstanding shares which has the effect of reducing the loss per share as
    compared to the previous reporting periods.

3.  Advertising

    The Company had no commitments for magazine placements at June 30, 2001.

                                      7

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 201,500 at June 30, 2000 to
over 215,700 at June 30, 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 45.83% of the
Company's sales for the six months ended June 30, 2001, compared to
approximately 52% of net sales for the six months ended June 30, 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.

                                      8

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 the 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 six months ended June 30, 2001
were $342,049, a decrease of approximately 27% over net sales of $462,499
during the six months ended June 30, 2000.  At June 30, 2001, the Company's
customer base had grown to approximately 215,700, up from approximately 201,500
at June 30, 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 six months of 2000,
sales generated from these segments correspondingly declined.  The Company
focused its primary efforts in the second 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 $68 and $95 respectively, for the six months ended June 30, 2001,
compared to average orders of approximately $66 from new customers and $90 from
existing customers for the six months ended June 30, 2000.  Total sales orders
in the second quarter decreased primarily due to a reduction in advertising
dollars spent.

Gross Profit.  Gross Profit was 79.5% and 81.7% of net sales for the six months
ended June 30, 2001 and 2000, respectively.

Advertising Expense.  During the six months ended June 30, 2001, total
advertising expense increased modestly to $56,805 compared to $55,941 for the
same period last year.  The increase was minimal during the first six months of
2001 as the advertising programs were the same during each six month period.
Advertising expense increased as a percentage of net sales to 16.6% compared to
12.1% for the same period last year.

Selling Expense.  During the six months ended June 30, 2001, selling expenses
decreased to $146,377, compared to $201,596 for the same period in 2000, and
decreased as a percentage of net sales to 42.8%, compared to 43.6% for the six
months ended June 30, 2000.  This decrease was due to better control of selling
expenses.

                                      9

General and Administrative Expense.  General and administrative expenses
increased in to $291,660 for the first six months of 2001, from $284,680 for
the first six months of 2000.  For the six months ended June 30, 2001, general
and administrative expenses represented 85.3% of net sales, increasing from
61.6% for the six months ended June 30, 2000.  This increase was due to reduced
revenue in the first six months of 2001.

Loss From Operations.  The Company incurred losses from operations for the six
months ended June 30, 2001 of $199,541, compared to losses from operations of
$164,180 during the six months ended June 30, 2000.  Losses during the first
six months of 2001 were attributable to reduced revenue.  The Company reduced
certain advertising and selling expenses, realizing a drop in consumer interest
and competitive factors.  The Company 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 administrative expenses.

At June 30, 2001, the Company had cash and short-term investments on hand of
$669,154, up from the December 31, 2000 amount of $564,443.  The increase was
primarily the result of a private placement of 3,875,000 shares of common stock
for $310,000.

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 15 to 18 months.  However, there can be no assurance
that the Company will not encounter unforeseen difficulties that deplete its
capital resources more rapidly than anticipated.

                                      10

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:  August 14, 2001

                                      11