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 September 30, 1997 

                                      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 September 30, 1997
 was 2,864,938.
                                       1
                              WHITEWING LABS, INC.
                FORM 10-QSB FOR QUARTER ENDED SEPTEMBER 30, 1997
                              TABLE OF CONTENTS

                                                                          Page

PART I.   FINANCIAL INFORMATION

Item 1.     Condensed Financial Statements

            Balance Sheets at December 31, 1996 and 
              September 30, 1997 ...........................................3

            Statements of Operations for the Quarters and Nine Months
                Ended September 30, 1996 and 1997...........................5

            Statements of Cash Flows for the Nine Months Ended
                September 30, 1996 and 1997.................................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................................................14

Item 3.     Exhibits and Reports on Form 8-K

SIGNATURE PAGE ............................................................15




















                                     2

<TABLE>

                            Whitewing Labs, Inc.
                              Balance Sheets
                  December 31, 1996 and September 30, 1997

<CAPTION> 
                                  ASSETS


                                            December 31,          September 30,
                                                 1996                   1997
                                             ------------          ------------
                                                                    (Unaudited)
    <S>                                     <C>                    <C> 
     CURRENT ASSETS: 
        Cash and cash equivalents            $ 2,524,391            $ 1,681,894
        Inventories                              143,519                 98,710
        Prepaid advertising                      379,095                 70,377
        Other prepaid expenses                    38,906                 31,278
        Other receivables                         46,604                 11,451
                                             -----------            -----------
           Total current assets                3,132,515              1,893,710
                                             -----------            -----------
     EQUIPMENT:
        Furniture and fixtures                   119,443                132,109
        Less--accumulated depreciation           (39,108)               (57,173)
                                             -----------            -----------
                                                  80,335                 74,936
                                             -----------            -----------
     OTHER ASSETS: 
        Deferred advertising                     182,061                      -
        Production Costs                               -                213,730
        Investment in related-party 
          partnership, at cost                   100,000                100,000
        Deferred taxes                           220,000                130,000
        Other                                      5,345                  8,689
                                             -----------            -----------
                                                 507,406                452,419
                                             -----------            -----------
     TOTAL ASSETS                            $ 3,720,256            $ 2,421,065
                                             ===========            ===========
</TABLE>

                        See accompanying notes


                                    3
<TABLE>
                           Whitewing Labs, Inc.
                             Balance Sheets
                 December 31, 1996 and September 30, 1997

<CAPTION>
                  LIABILITIES AND STOCKHOLDERS' EQUITY

                                             December 31,          September 30,
                                                 1996                   1997
                                             ------------          ------------
                                                                    (Unaudited)

     <S>                                     <C>                    <C>
     CURRENT LIABILITIES:
        Accounts payable                     $    295,393           $   47,163
        Accounts payable to stockholder            22,190                 -
        Accrued liabilities                        23,459                8,220
        Deferred taxes                            220,000              130,000
                                            -------------           ----------
             Total current liabilities            561,042              185,383
                                            -------------           ----------
     COMMITMENTS AND CONTINGENCIES:

     STOCKHOLDERS' EQUITY: 

         Common stock, $.001 par value: 
           Authorized--10,000,000 shares 
           Issued and outstanding--
           2,891,388 shares at December 31,
           1996, and 2,906,388 shares
           at September 30, 1997                    2,891               2,906
         Paid-in capital                        6,318,977           6,320,292
         Accumulated deficit                   (3,117,235)         (4,010,610)
         Less--
           Treasury stock, at cost
            17,600 shares at December 31,
            1996 and 41,450 shares at
            September 30, 1997                    (45,419)           (76,906)
                                             ------------        ------------
         Stockholders' equity                   3,159,214           2,235,682
                                             ------------        ------------
                                             $  3,720,256        $  2,421,065
                                             ============        ============
</TABLE>

                           See accompanying notes
                                     4
<TABLE>
                            Whitewing Labs, Inc.
                         Statements of Operations
                               (Unaudited)
<CAPTION>
                               Quarter ended              Nine months ended
                                September 30,               September 30,
                                1996         1997           1996           1997 
                            --------    ---------     ----------     ----------
<S>                         <C>         <C>           <C>           <C>        
NET SALES                   $812,843    $ 987,518     $ 2,736,285   $ 2,256,927

COST OF GOODS SOLD           134,693      130,978         375,945       317,936
                            --------    ---------      ----------   -----------
    Gross profit             678,150      856,540       2,360,340     1,938,991

OPERATING EXPENSES
  Advertising                540,920       75,675       1,766,119       828,603
  Selling                    384,613      763,576       1,518,908     1,522,782
  General and 
  administrative             216,933      172,531         714,946       544,766
                           ---------    ---------       ---------   -----------
                           1,142,466    1,011,782       3,999,973     2,896,151
                           ---------    ---------       ---------   -----------
Loss from operations        (464,316)    (155,242)     (1,639,633)     (957,160)
OTHER INCOME                  41,138       18,971         110,981        63,785
INTEREST EXPENSE                   0            0           4,259             0
                            --------    ---------       ---------   -----------
  Loss before provision 
  for income taxes          (423,178)    (136,271)     (1,532,911)     (893,375)

PROVISION FOR INCOME TAXES         0            0           3,605             0
                            --------    ---------       ---------   -----------
NET LOSS                    (423,178)    (136,271)     (1,536,516)     (893,375)
PREFERRED STOCK DIVIDENDS
  EARNED AND ACCRUED               0            0          10,073             0
                            --------    ---------       ---------   -----------
  Net loss attributable
  to common stockholders   $(423,178)   $(136,271)    $(1,546,589)  $  (893,375)
                           =========    ==========     ==========   ===========

LOSS PER SHARE             $   (0.16)   $   (0.05)     $    (0.58)  $     (0.31)
                           =========    =========      ==========   ===========
WEIGHTED AVERAGE NUMBER
  OF COMMON STOCK
    OUTSTANDING            2,649,287    2,864,938       2,647,288     2,864,603
                           =========     =========      =========   ============
</TABLE>
                            See accompanying notes
                                     5
<TABLE>
                            Whitewing Labs, Inc.
                          Statements of Cash Flows
            For the Nine Months Ended September 30, 1996 and 1997
                               (Unaudited)
<CAPTION>
                                                        1996            1997
                                                    -----------     ----------
<S>                                                 <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES: 
   Net loss                                         $(1,536,516)   $ (893,375)
   Adjustments to reconcile net loss to
     net cash used in operating activities
        Depreciation and amortization                    14,671        85,368
        Changes in assets and liabilities:
           Inventories                                   45,861        44,809
           Prepaid advertising                          248,401       308,718
           Other prepaid expenses                           511         7,628
           Other receivables                             (6,361)       35,153
           Deferred advertising                         (24,965)      (98,555)
           Other                                         (2,188)       (3,761)
           Accounts payable                              44,736      (270,420)
           Accrued liabilities                          (56,493)      (15,239)
           Accrued interest payable                     (43,051)          -
                                                     ----------     ----------
         Net cash used in operating activities       (1,315,394)     (799,674)
                                                     ----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of furniture and fixtures                   (6,695)      (12,666)
                                                     ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Deferred offering costs                              152,071           -
   Payments to stockholder                             (114,247)          -
   Net proceeds from issuance of common stock         4,117,350           -
   Net proceeds from issuance of common
     stock warrants                                     180,090           -
   Net proceeds from issuance of common
     stock upon exercise of options                     140,013        1,330
   Repurchase of common stock                           (43,419)     (31,487)
   Payment of cash dividends                            (32,817)          -
                                                     ----------     ----------
         Net cash provided (used in)
           financing activities                       4,399,041      (30,157)
                                                     ----------     ----------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                    3,076,952       (842,497)

CASH AND CASH EQUIVALENTS, beginning of year            423,622      2,524,391
                                                     ----------     ----------
CASH AND CASH EQUIVALENTS, end of period             $3,500,574     $1,681,894
                                                     ==========     ==========


                          see accompanying notes
                                   6
                                                          1996            1997
                                                     ---------      ----------          
SUPPLEMENTAL DISCLOSURES OF
   CASH FLOW INFORMATION:

     Cash paid for income taxes                      $    3,605     $        0
                                                     ==========     ==========
     Cash paid for interest                          $   47,310     $        0
                                                     ==========     ==========

SUPPLEMENTAL DISCLOSURES OF
   NON CASH FINANCING ACTIVITIES:

     Cumulative convertible preferred stock
       converted to common stock                     $  732,149     $        0
                                                     ==========     ==========
</TABLE> 























                            See accompanying notes
                                     7
                            WHITEWING LABS, INC.
                      NOTES TO FINANCIAL STATEMENTS
                           September 30, 1997
                               (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, 1996.

    b.  Prepaid, Deferred Advertising and Production Costs

    In December 1993, the American Institute of Certified Public
    Accountants issued Statement of Position 93-7 (SOP 93-7) entitled
    "Reporting on Advertising Costs".  The Company adopted SOP 93-7
    effective January 1, 1995.

    Magazines, newspapers, weekly publications, and direct mailings
    including postcard inserts, tear sheets, holiday special mailers and
    the Journal of Natural Health "TM" comprise one of the main components
    of the Company's direct-response marketing efforts using print media
    to elicit sales to customers. Payments to vendors in advance of the
    run date are included in prepaid advertising.  Respondents are logged
    into a customer base 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.  The magazine amortization percentages used by the
    Company amortize 90 to 100 percent of the deferred cost over three
    months with 60 to 80 percent of the costs amortized over two months and
    such costs are included in long-term assets as deferred advertising.


                                      8
    For the nine months ended September 30, 1996 and 1997 respectively,
    advertising expense was $1,766,119 and $828,603 respectively, which
    includes a write-down to net realizable value of none and of approximately
    $13,600 on September 30, 1996 and 1997, respectively.  Production costs of
    $213,730 are costs related to the development of electronic in-home delivery
    of product advertising which the Company began test airing in February 1997
    which ended June 30, 1997.  The Company is obligated to pay related talent
    costs of 4 percent of gross profits from sales generated in 1997 after the
    test airing is completed.  Talent costs of $18,510 are due and payable in
    1997.  Management is expensing production costs related to the development
    of in-home delivery of product advertising beginning July 1, 1997 (roll out
    date) over a period not to exceed the lesser of the revenue earning stream
    directly related to the electronic in-home delivery of product advertising
    or one year, which ever comes first.  Amortization of production costs in
    the amount of $66,886 is included in selling expenses for the nine
    months ended September 30, 1997.  The Company expenses all other costs
    of non-print media as incurred.

    c.  Reclassifications

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

2.    Loss per Common Share

    For the nine month periods ended September 30, 1996 and 1997 respectively,
    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 $20,000 and $5,000 at December 31, 1996 and September 30,
    1997, respectively.

4.    Stock Repurchase

    During the nine months ended September 30, 1997, the Company acquired
    23,850 shares of its common stock for approximately $31,500 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.  Total shares purchased through September 30, 1997, by the
    Company, were 41,450 at a total cost of approximately $76,900.

5.    Advertising

    The Company has commitments for magazine placements of $55,507 at 
    September 30, 1997.

6.    Earnings per Share and Capital Structure

    In March 1997, the FASB issued SFAS No. 128, "Earnings per Share" 
    (SFAS 128) and SFAS 129 "Disclosure of Information about Capital
    Structure" (SFAS 129).  SFAS 128 revises and simplifies the computation
    for earnings per share and requires certain additional disclosures.  SFAS
    129 requires additional disclosures regarding the Company's capital
    structure.  In July 1997, the FASB issued SFAS No. 130, "Reporting
    Comprehensive Income" and SFAS No. 131, "Disclosures About Segments of
    an Enterprise and Related Information".  SFAS No. 130 establishes a
    standard for reporting and display of comprehensive income.  SFAS No. 131

                                     9
    requires certain disclosures regarding a company's segment.  Both standards
    will be adopted in fiscal 1997.  Management does not expect the adoption of
    these standards to have a material effect on the Company's financial
    position or the results of operations.

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 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. The Company has made several 
substantial investments by both expanding its product line to 27 products and 
increasing the customer base from 66,000 in September of 1996 to over 122,000 
currently.  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".

Sales of the Company's Prostsafe "R" accounted for approximately 65% of the
Company's sales for the nine months ended September 30, 1997, and for
approximately 77% of net sales for the nine months ended September 30, 1996.
The Company anticipates that sales of Prostsafe "R" will continue to contribute 
a substantial but continually decreasing percentage of total revenues to
subsequent periods.  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

                                  10
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.

During the second quarter of 1997, the Company reacted to declining response 
rates in certain segments of its mail order operations by reducing 
advertising and selling costs from $1,016,606 for the first quarter of 1997 to
$495,530 for the second quarter of 1997, a decrease of approximately 51% over
the first quarter of 1997 and by refocusing the marketing program increased
selling and marketing during the third quarter to $839,251.  As the company
reduced certain of its advertising and direct mail programs, it continued to
aggressively market to its existing customers via various catalogue offerings.
The Company also explored other direct response media, such as electronic
in-home delivery of product advertising.  Revenues remained consistent in the
second quarter of 1997 as compared to the first quarter of 1997, primarily
based on sales to existing customers.  Revenues during the third quarter of 1997
increased 62% over the second quarter of 1997.  The loss for the third quarter
of 1997 was $136,271 which remained consistent with the loss for the second
quarter of $131,814 due to additional sales from the roll out of the electronic
in-home delivery of product in July 1997 and additional related expenses for
airtime and amortization of production costs.  The sales in the third quarter,
as a result of the previously mentioned changes, increased 40% to 987,518.
Accordingly it is anticipated that the changes in the marketing program,
advertising and selling costs will better match resulting revenues in future
quarters.  It is not anticipated that selling and advertising will rise to
levels spent in quarters prior to March 31, 1997 unless the Company's marketing
efforts result in increased revenues to justify further expenditures.

As of September 30, 1997, the Company had an accumulated deficit of $4,010,610.
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 return to 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, 30 day 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, 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.

In March 1997, the FASB issued SFAS No. 128, "Earnings per Share" (SFAS 128)
and SFAS 129 "Disclosure of Information about Capital Structure" (SFAS 129).
SFAS 128 revises and simplifies the computation for earnings per share and
requires certain additional disclosures.  SFAS 129 requires additional
disclosures regarding the Company's capital structure. In July 1997, the

                                 11
FASB issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information".  SFAS
No. 130 establishes a standard for reporting and display of comprehensive
income.  SFAS No. 131 requires certain disclosures regarding a company's
segment.  Both standards will be adopted in fiscal 1997.  Management does not
expect the adoption of these standards to have a material effect on the
Company's financial position or the results of operations.

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.

Results of Operations.

Net Sales.  The Company's net sales during the nine months ended September 30,
1997 were $2,256,927, a decrease of approximately 17.5% over net sales of
$2,736,285 during the nine months ended September 30, 1996.  At September 30,
1997, the Company's customer base had grown to approximately 122,000, up from
approximately 66,000 at September 30, 1996.  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 nine months of 1996, sales generated from these segments correspondingly 
declined.  The Company focused its primary efforts in 1997 on generating 
additional revenues from existing customers while continuing to grow the
customer base.  The average orders from new and existing customers were 
approximately $63 and $76 respectively, for the nine months ended September 30,
1997, compared to average orders of approximately $58 from new customers and
$71 from existing customers respectively for the nine months ended September
30, 1996.  Total sales orders in the three quarters decreased due to competitive
disruption of the customer base.

Gross Profit.  Cost of goods sold for the Company's products represented
14.1% and 13.7% of net sales for the nine months ended September 30, 1997 and
1996 respectively.  During the nine months ended September 30, 1997 and 1996,
the Company recognized gross profits of $1,938,991 and $2,360,340, or 85.9% and
86.3% of net sales, respectively.

Advertising Expense.  During the nine months ended September 30, 1997,
advertising expense decreased to $828,603, compared to $1,766,119 for
the same period last year.  The decrease reflects fewer magazine placements
made in the first nine months of 1997.  Advertising expense not only decreased
in absolute dollars during the nine months ended September 30, 1997, it also
decreased as a percentage of net sales to 36.7% compared to 64.5% of net sales
for the same period last year.


                                  12  
Selling Expense.  During the nine months ended September 30, 1997, selling
expenses increased to $1,522,782, compared to $1,518,908 for the same period in
1996, and increased as a percentage of net sales to 67.5%, compared to 55.5%
of net sales for the nine months ended September 30, 1996.  The increase is
primarily due to a selective use of direct mail programs and testing of 
Electronic In-House Marketing in the first nine months of 1997 compared to 1996.
Also included in the selling expense for 1997 is the depreciation expense for
production cost of $66,886.

General and Administrative Expense.  General and administrative expenses 
decreased in absolute dollars to $544,766 for the first nine months of 1997,
from $714,946 for the first nine months of 1996, due to a decrease in legal
and stockholder relations costs.  For the nine months ended September 30,
1997, general and administrative expenses represented 24.1% of net sales, 
decreasing as a percentage of net sales from 26.1% for the nine months ended 
September 30, 1996.

Loss From Operations.  The Company incurred losses from operations for the
nine months ended September 30, 1997 of $957,160, compared to losses from
operations of $1,639,633 during the nine months ended September 30, 1996.
Losses during the first nine months of 1996 were mainly attributable to 
increases in advertising and selling costs in excess of revenues as the
Company sought to aggressively expand its customer base, which trend continued
into 1997.  In the second quarter of 1997, the Company reacted to declining 
response rates from certain direct response programs targeted at new customers,
by modifying its marketing strategy.  The Company significantly reduced 
advertising and selling expenditures to attract additional customers and
focused on efforts to generate additional revenue from existing customers with
the result that losses incurred for the nine months ended September 1997 were
significantly smaller than losses incurred for the nine months ended
September 30, 1996.

Interest Expense.  There was no interest expense for the nine months ended
September 30, 1997.  The amounts remaining due and payable to Acacia Research
Corporation, including interest expense of $4,259, were paid out of the net
proceeds to the Company from the public offering during the first quarter of
1996. For the nine months ended September 30, 1996, interest expense represented
0.2% of sales.


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 September 30, 1997, the Company had cash on hand of $1,681,894 down
$842,497 from the December 31, 1996 amount of $2,524,391.  The decrease
was primarily the result of a $248,230 decrease in accounts payable, and an
increase in expenditures relating mainly to the development and testing of
electronic in-home delivery of product advertising.

                              13
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 23,850
shares of its common stock for approximately $31,500 during the first nine
months of 1997.  Total shares purchased through September 30, 1997, by the 
Company were 41,450.  The Company may or may not make future repurchases.

The Company believes that the remaining proceeds from the offering will finance
the Company's deficit 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.


PART II  OTHER INFORMATION

Submission of matters to a vote of security holders

The Company held its 1997 Annual Meeting of Stockholders on July 22, 1997
in Los Angeles, California.  One item was submitted to a vote of the
stockholders:

The election of two directors to hold office for two year terms and until
their respective successors are elected and have qualified.  Both nominees
were recommended by the Board of Directors, and both were elected.  Set
forth below are the results of the voting, for each director.
                                                For               Withheld
                                                ---               --------

              Paul R. Ryan                   2,580,327              38,450
              William D. Fox                 2,580,327             138,807



Item 3.  Exhibits and reports on Form 8-K

Exhibit 27, Financial Data Schedule                Page 16

























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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:  November 10, 1997                      /s/    Cynthia Kolke
                                       ---------------------------
                                       Cynthia Kolke,
                                       President, Assistant Secretary
                                       and Director































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