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, 2001

                                           OR

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

            For the transition period from______________ to ______________

                           Commission File No.______________

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

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

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
12 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

The number of shares of common stock outstanding as of October 18, 2001 was
6,836,443.

                                        1

                               WHITEWING LABS, INC.


                    FORM 10-QSB FOR QUARTER ENDED SEPTEMBER 30, 2001

                                TABLE OF CONTENTS




                                                                         Page
PART I.    FINANCIAL INFORMATION

Item 1.    Condensed Financial Statements

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

           Statements of Operations for the Three and Nine Months Ended
             September 30, 2000 and 2001                                    5

           Statements of Cash Flows for the Nine Months Ended
             September 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                          9

SIGNATURE PAGE                                                             11

                                     2

<TABLE>



                             WHITEWING LABS, INC.

                               BALANCE SHEETS

                  DECEMBER 31, 2000 AND SEPTEMBER 30, 2001

<CAPTION>
                                    ASSETS



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

<S>                                              <C>              <C>
    CURRENT ASSETS:
      Cash and cash equivalents                  $    50,044      $    62,632
      Short-term investments                         514,399          487,434
      Inventories                                     61,083           64,579
      Prepaid advertising                             52,508           71,667
      Other prepaid expenses                          35,696           24,217
      Other receivables                               10,995            7,990
                                                 ___________      ___________

         Total current assets                        724,725          718,519

    EQUIPMENT:
      Furniture and fixtures                         167,851          169,542
      Less--accumulated depreciation                (148,346)        (158,545)
                                                 ___________      ___________

                                                      19,505           10,997
                                                 ___________      ___________

    OTHER ASSETS:
      Trademarks                                      51,137           52,980
      Other                                            4,369            4,369
                                                 ___________      ___________
                                                      55,506           57,349
                                                 ___________      ___________

    TOTAL ASSETS                                 $   799,736      $   786,865
                                                 ___________      ___________
                                                 -----------      -----------

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                      3

<TABLE>

                               WHITEWING LABS, INC.

                                 BALANCE SHEETS

                    DECEMBER 31, 2000 AND SEPTEMBER 30, 2001

<CAPTION>
                      LIABILITIES AND SHAREHOLDERS' EQUITY



                                                 December 31,    September 30,
                                                     2000             2001
                                                 ___________      ___________
                                                                  (Unaudited)
<S>                                              <C>              <C>
    CURRENT LIABILITIES:
      Accounts payable                           $    14,953      $    26,186
                                                 ___________      ___________

      Total current liabilities                       14,953           26,186
                                                 ___________      ___________

    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; 6,836,443 shares
      issued and outstanding at September 30, 2001;
      2,925,443 shares issued and outstanding
      at December 31, 2000                              2,925            6,836
    Paid-in capital                                 6,248,752        6,559,341
    Accumulated deficit                           (5,466,894)      (5,805,498)
                                                 ___________      ___________

      Shareholders' equity                           784,783          760,679
                                                 ___________      ___________

                                                 $   799,736      $   786,865
                                                 ___________      ___________
                                                 -----------      -----------

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                      4

<TABLE>

                               WHITEWING LABS, INC.

                             STATEMENTS OF OPERATIONS

          FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 2001
                                    (UNAUDITED)

<CAPTION>

                                                       Three months ended
                                                         September 30,
                                                  __________       __________
<S>                                               <C>              <C>

    NET SALES                                     $  187,375       $  148,658

    COST OF GOODS SOLD                                35,009           33,429
                                                  __________       __________

      Gross profit                                   152,366          115,229

    OPERATING EXPENSES
      Advertising                                     43,225           28,873
      Selling                                         87,879           62,776
      General and administrative                     131,873          172,837
                                                  __________       __________

                                                     262,977          264,486
                                                  __________       __________

                                                    (110,611)        (149,257)

    OTHER INCOME                                      19,753           10,194
                                                  __________       __________
      Loss before income taxes                       (90,858)        (139,063)

    PROVISION FOR INCOME TAXES                             -                -
                                                  __________       __________

      NET LOSS                                    $  (90,858)      $ (139,063)
                                                  __________       __________
                                                 -----------       ----------

    BASIC AND DILUTED
    LOSS PER COMMON SHARE                         $    (0.03)      $    (0.02)
                                                  __________       __________
                                                  ----------       ----------
    WEIGHTED AVERAGE NUMBER OF
      COMMON SHARES OUTSTANDING                    2,925,443        6,824,313
                                                  __________       __________
                                                  ----------       ----------

</TABLE>


<TABLE>


<CAPTION>

                                                       Nine months ended
                                                         September 30,
                                                     2000             2001
                                                  __________       __________
<S>                                               <C>              <C>

    NET SALES                                     $  649,874       $  490,697

    COST OF GOODS SOLD                               119,471          103,309
                                                  __________       __________

      Gross profit                                   530,403          387,388

    OPERATING EXPENSES
      Advertising                                     99,166           85,678
      Selling                                        289,475          209,153
      General and administrative                     416,553          464,487
                                                  __________       __________

                                                     805,194          759,318
                                                  __________       __________

                                                    (274,791)        (371,930)

    OTHER INCOME                                      52,041           33,326
                                                  __________       __________
      Loss before income taxes                      (222,750)        (338,604)

    PROVISION FOR INCOME TAXES                             -                -
                                                  __________       __________

      NET LOSS                                    $ (222,750)      $ (338,604)
                                                  __________       __________
                                                  ----------       ----------

    BASIC AND DILUTED
    LOSS PER COMMON SHARE                         $    (0.08)      $    (0.07)
                                                  __________       __________
                                                  ----------       ----------
    WEIGHTED AVERAGE NUMBER OF
      COMMON SHARES OUTSTANDING                    2,925,443        4,565,813
                                                  __________       __________
                                                  ----------       ----------

</TABLE>

   The accompanying notes are an integral part of these financial statements

                                      5

<TABLE>

                               WHITEWING LABS, INC.

                            STATEMENTS OF CASH FLOWS

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 2001
                                   (UNAUDITED)

<CAPTION>

                                                    2000              2001
                                                 __________        __________
<S>                                              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                       $ (222,750)       $ (338,604)
  Adjustments to reconcile net loss to net cash
    flows from operating activities
    Depreciation and amortization                    19,379            10,199
    Changes in assets and liabilities:
      Inventories                                    14,256            (3,496)
      Prepaid advertising                           (27,415)          (19,159)
      Other prepaid expenses                         31,735            11,479
      Other receivables                                (543)            3,005
      Other assets                                   (2,724)           (1,843)
      Accounts payable                               13,389            11,233
      Accrued liabilities                            (5,000)                -
                                                 __________        __________

  Net cash used by operating activities            (179,673)         (327,186)
                                                 __________        __________
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of furniture and fixtures                (6,133)           (1,691)
  Sale of or (increase) of short-term investments   176,219            26,965
                                                 __________        __________

  Net cash provided by investing activities         170,086            25,274
                                                 __________        __________
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of Common Stock                  -           314,500
                                                 __________        __________

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (9,587)           12,588

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

CASH AND CASH EQUIVALENTS, end of period         $   69,633        $   62,632
                                                 __________        __________
                                                 ----------        ----------

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

                               SEPTEMBER 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 nine month periods ended September 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.

    On June 7, 2001 the Company issued 3,875,000 shares of restricted common
    stock for cash proceeds of $310,000.  The outstanding weighted average
    number of shares computed for the quarter and nine months ended September
    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 September 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 205,000 at September 30,
2000 to over 220,000 at September 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 46.0% of the
Company's sales for the nine months ended September 30, 2001, compared to
approximately 52.1% of net sales for the nine months ended September 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 nine months ended September 30,
2001 were $490,697, a decrease of approximately 24.5% over net sales of
$649,874 during the nine months ended September 30, 2000.  At September 30,
2001, the Company's customer base had grown to approximately 220,000, up from
approximately 205,000 at September 30, 2000.  As the Company continued to
respond to declining response rates in certain segments of its mail order
operations and reduce certain of its advertising and direct mail programs,
compared to the first nine months of 2000, sales generated from these segments
correspondingly continued to decline.  The Company continued to focuse its
primary efforts in the third 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 $71 and $97
respectively, for the nine months ended September 30, 2001, compared to average
orders of approximately $96 from new customers and $99 from existing customers
for the nine months ended September 30, 2000.  Total sales orders in the third
quarter decreased primarily due to a reduction in advertising dollars spent.
The cost of goods increased as a percent of net sales primarily due to the
disposal of $5550 of expired product.

Gross Profit.  Gross Profit was 78.9% and 81.6% of net sales for the nine
months ended September 30, 2001 and 2000, respectively.

Advertising Expense.  During the nine months ended September 30, 2001, total
advertising expense decreased to $85,678 compared to $99,166 for the same
period last year.  Advertising programs were reduced during the nine month
period ended September 30, 2001.  Advertising expense increased as a percentage
of net sales to 17.5% compared to 15.2% for the same period last year, as a
result of the decrease in net sales.

Selling Expense.  During the nine months ended September 30, 2001, selling
expenses decreased to $209,153, compared to $289,475 for the same period in
2000, and decreased as a percentage of net sales to 42.6%, compared to 44.5%
for the nine months ended September 30, 2000.  This decrease was due, inpart,
to improved control of selling expenses.

                                      9

General and Administrative Expense.  General and administrative expenses
increased to $464,487 for the first nine months of 2001, from $416,553 for the
first nine months of 2000.  For the nine months ended September 30, 2001,
general and administrative expenses represented 94.7% of net sales, increasing
from 64.1% for the nine months ended September 30, 2000.  This increase was due
to reduced revenue in the first nine months of 2001 and the legal and
administrative costs associated with the issuance of common stock in June 2001.

Loss From Operations.  The Company incurred losses from operations for the nine
months ended September 30, 2001 of $338,604, compared to losses from operations
of $222,750 during the nine months ended September 30, 2000.  Losses during the
first nine months of 2001 were attributable to reduced revenue and the increase
in administrative costs.  The Company reduced certain advertising and selling
expenses in the first nine months of 2001, resulting in additional drops in
consumer interest and making it more difficult for the Company to respond to
competitive factors.  The Company focused its efforts on generating 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.  In June 2001, the Company
raised net proceeds of approximately $310,000 from the sale of 3,875,000 shares
of common stock in a private placement.

At September 30, 2001, the Company had cash and short-term investments on hand
of $550,066, down from the December 31, 2000 amount of $564,443.

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, or that the Board of Directors
will not choose to abandon the Company's business plan and cause the
dissolution of the Company.

                                      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:  November 10, 2001

                                      11
1

11