SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                      FORM 10-QSB/A

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

                      For the quarterly period ended June 30, 2000

                                           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, 2000 was
2,925,438.

                                        1

                               WHITEWING LABS, INC.

                    FORM 10-QSB FOR QUARTER ENDED JUNE 30, 2000

                                TABLE OF CONTENTS




                                                                         Page
PART I.    FINANCIAL INFORMATION

Item 1.    Condensed Financial Statements

           Independent Accountants' Report                                 3

           Balance Sheets at December 31, 1999 and June 30, 2000           4

           Statements of Operations for the Three and Six Months Ended
             June 30, 1999 and 2000                                        6

           Statements of Cash Flows for the Six Months Ended
             June 30, 1999 and 2000                                        7

           Notes to the Financial Statements                               8

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

SIGNATURE PAGE                                                            12

Exhibit 27 Financial Data Schedule                                        13

                                     2





                           INDEPENDENT ACCOUNTANTS' REPORT




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


We have reviewed the accompanying balance sheet of Whitewing Labs, Inc., as of
June 30, 2000, and the related statements of operations and cash flows for the
three and six month periods 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.

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of Whitewing Labs, Inc. as of December 31, 1999,
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 8,
2000, 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, 1999, 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
July 17, 2000

                                        3

<TABLE>



                             WHITEWING LABS, INC.

                               BALANCE SHEETS

                     DECEMBER 31, 1999 AND JUNE 30, 2000

<CAPTION>
                                    ASSETS



                                                 December 31,       June 30,
                                                     1999             2000
                                                 ___________      ___________
                                                                  (Unaudited)

<S>                                              <C>              <C>
    CURRENT ASSETS:
      Cash and cash equivalents                  $    79,220      $    64,234
        Short-term investments                       834,065          748,232
        Inventories                                   88,012           76,287
        Prepaid advertising                           30,433           60,105
        Other prepaid expenses                        55,405           31,129
        Other receivables                             22,135           11,468
        Deferred taxes                                25,000           25,000
                                                 ___________      ___________

           Total current assets                    1,134,270        1,016,455

    EQUIPMENT:
      Furniture and fixtures                         161,379          166,562
      Less--accumulated depreciation                (124,288)        (138,431)
                                                 ___________      ___________

                                                      37,091           28,131
                                                 ___________      ___________

    OTHER ASSETS:
      Trademarks                                      44,213           49,369
        Other                                          7,702            4,623
                                                 ___________      ___________
                                                      51,915           53,992
                                                 ___________      ___________

    TOTAL ASSETS                                 $ 1,223,276      $ 1,098,578
                                                 ___________      ___________
                                                 -----------      -----------

</TABLE>

See accompanying notes

                                      4

<TABLE>

                               WHITEWING LABS, INC.

                                 BALANCE SHEETS

                      DECEMBER 31, 1999 AND JUNE 30, 2000

<CAPTION>
                      LIABILITIES AND SHAREHOLDERS' EQUITY



                                                 December 31,        June 30,
                                                     1999             2000
                                                 ___________      ___________
                                                                  (Unaudited)
<S>                                              <C>              <C>
    CURRENT LIABILITIES:
      Accounts payable                           $    15,671      $    27,865
      Accrued liabilities                              5,000                -
                                                 ___________      ___________

      Total current liabilities                       20,671           27,865
                                                 ___________      ___________

    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                            (5,049,072)     (5,180,964)
                                                 ___________      ___________

      Shareholders' equity                         1,202,605        1,070,713
                                                 ___________      ___________

                                                 $ 1,223,276      $ 1,098,578
                                                 ___________      ___________
                                                 -----------      -----------

</TABLE>

                               See accompanying notes

                                      5

<TABLE>

                               WHITEWING LABS, INC.

                             STATEMENTS OF OPERATIONS

                  THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 2000
                                   (UNAUDITED)

<CAPTION>

                               Quarter ended June 30, Six months ended June 30,
                                   1999        2000       1999         2000
                                _________  __________  __________  __________
<S>                             <C>        <C>         <C>         <C>

    NET SALES                   $ 504,803  $  239,748  $  962,175  $  462,499

    COST OF GOODS SOLD             80,615      58,324     151,965      84,462
                                _________  __________  __________  __________

      Gross profit                424,188     181,424     810,210     378,037

    OPERATING EXPENSES
      Advertising                 188,291      31,759     327,953      55,941
      Selling                     297,714     123,882     521,162     201,596
      General and administrative  161,931     142,669     314,702     284,680
                                _________  __________  __________  __________

                                  647,936     298,310   1,163,817     542,217
                                _________  __________  __________  __________

                                 (223,748)   (116,886)   (353,607)   (164,180)

    OTHER INCOME                   20,413      19,371      38,179      32,288
                                _________  __________  __________  __________
      Loss before income taxes   (203,335)    (97,515)   (315,428)   (131,892)

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

      NET LOSS                 $ (203,335) $  (97,515) $ (315,428) $ (131,892)
                                _________  __________  __________  __________

    BASIC AND DILUTED
    LOSS PER COMMON SHARE$          (0.07) $    (0.03) $    (0.11) $    (0.05)
                                _________  __________  __________  __________
                                ---------  ----------  ----------  ----------
    WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING  2,925,438   2,925,443   2,925,438   2,925,438
                                _________  __________  __________  __________
                                ---------  ----------  ----------  ----------

</TABLE>

                             See accompanying notes

                                      6

<TABLE>

                               WHITEWING LABS, INC.

                            STATEMENTS OF CASH FLOWS

                    SIX     MONTHS ENDED JUNE 30, 1999 AND 2000
                                  (UNAUDITED)


<CAPTION>

                                                    1 999             2000
                                                 ___________       __________
<S>                                              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                       $  (315,428)      $ (131,892)
  Adjustments to reconcile net loss to net cash
    flows from operating activities
    Depreciation and amortization                     15,680           14,143
    Changes in assets and liabilities:
      Inventories                                     (5,289)          11,725
      Prepaid advertising                             68,062          (29,672)
      Other prepaid expenses                           7,263           24,276
      Other receivables                              (13,902)          10,667
      Other assets                                    (1,012)          (2,077)
      Accounts payable                                40,946           12,194
      Accrued liabilities                                442           (5,000)
                                                 ___________       __________

  Net cash used by operating activities             (203,238)         (95,636)
                                                 ___________       __________
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of furniture and fixtures                (10,461)          (5,183)
  Sale of short-term investments                     222,960           85,833
                                                 ___________       __________

  Net cash provided by investing activities          212,499           80,650
                                                 ___________       __________

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS   9,261          (14,986)

CASH AND CASH EQUIVALENTS, beginning of period        93,521           79,220
                                                 ___________       __________

CASH AND CASH EQUIVALENTS, end of period          $  102,782       $   64,234
                                                 ___________       __________
                                                 -----------       ----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

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

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

</TABLE>

                             See accompanying notes

                                      7

                               WHITEWING LABS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                                JUNE 30, 2000
                                  (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,
    1999.

    b.  Prepaid and Deferred Advertising

    Prepaid advertising includes $20,676 of costs related to the development of
    electronic in-home delivery of product advertising, and journal costs
    totaling $39,344.  The Company expenses other costs of non-print media as
    incurred.

2.  Loss Per Common Share

    For the six month periods ended June 30, 1999 and 2000, 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.  Product Return Reserve

    An accrual for estimated sales returns is included in accrued liabilities
    in the amount of $5,000 at    December 31, 1999.

4.  Advertising

    The Company had no commitments for magazine placements at June 30, 2000.

                                      8

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 27 products and increased advertising,
resulting in an increase in the customer base from 187,000 at June 30, 1999 to
over 201,500 at June 30, 2000.  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 52% of the
Company's sales for the six months ended June 30, 2000, compared to
approximately 50.4% of net sales for the six months ended June 30, 1999.  The
Company anticipates that sales of Prostsafe (R) will continue to contribute a
substantial but 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.

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

                                      9

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 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.

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, 1999.


Results of Operations

Net Sales.  The Company's net sales during the six months ended June 30, 2000
were $462,499, a decrease of approximately 52% over net sales of $962,175
during the six months ended June 30, 1999.  At June 30, 2000, the Company's
customer base had grown to approximately 201,500, up from approximately 187,000
at June 30, 1999.  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 1999,
sales generated from these segments correspondingly declined.  The Company
focused its primary efforts in the second quarter of 2000 on generating
additional revenues from existing customers while continuing to grow the
customer base.  The average orders from new and existing customers were
approximately $66 and $90 respectively, for the six months ended June 30, 2000,
compared to average orders of approximately $68 from new customers and $82 from
existing customers for the six months ended June 30, 1999.  Total sales orders
in the second quarter decreased primarily due to a reduction in advertising
dollars spent.

Gross Profit.  Gross Profit was 81.7% and 84.2% of net sales for the six months
ended June 30, 2000 and 1999, respectively.

Advertising Expense.  During the six months ended June 30, 2000, advertising
expense decreased to $55,941 compared to $327,953 for the same period last
year.  The decrease reflects decreased direct response TV advertising in the
first six months of 1999.  Advertising expense decreased as a percentage of net
sales to 12.1% compared to 34.1% of net sales for the same period last year.

Selling Expense.  During the six months ended June 30, 2000, selling expenses
decreased to $201,596, compared to $521,162 for the same period in 1999, and
decreased as a percentage of net sales to 43.6%, compared to 54.2% of net sales
for the six months ended June 30, 1999.  The decrease was a result of reduced
advertising expenditures.

General and Administrative Expense.  General and administrative expenses
decreased in absolute dollars to $284,680 for the first six months of 2000,
from $314,702 for the first six months of 1999.  For the six months ended June

                                      10

30, 2000, general and administrative expenses represented 61.6% of net sales,
increasing from 32.7% for the six months ended June 30, 1999.  The percentage
increase was due primarily to reduced revenue.

Loss From Operations.  The Company incurred losses from operations for the six
months ended June 30, 2000 of $164,180, compared to losses from operations of
$353,607 during the six months ended June 30, 1999.  Losses during the first
three months of 2000 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 June 30, 2000, the Company had cash and short-term investments on hand of
$812,466 down from the December 31, 1999 amount of $913,285.  The decrease was
primarily the result of some expenses coming due earlier in the year than
previously.

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.

Other Matters

Management has reviewed its internal software and hardware components and
believes that the Company's systems are Year 2000 compliant.  Management has
also made inquiries of its primary vendors as to the capabilities of their
systems with respect to the Year 2000.  At this time, it has not been
conclusively determined that the systems of these vendors are Year 2000
compliant, however, based on recent discussions with the vendors, management
believes the vendors will be fully capable of meeting the needs of the Company
beyond the year 2000.  To date, the Company has not experienced any adverse
consequences due to Year 2000 compliance.

                                      11

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, 2000

                                      12