SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB
(Mark One)

[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


                  For the quarterly period ended March 31, 1998
                                                 --------------

[ ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934


              For the transition period from         to 
                                             -------    -------

                         Commision file number 001-13559

                               Fresh'n Lite, Inc.
                               -------------------
                 (Name of small business issuer in its charter)

Texas                                                           75-2337102
--------------------------------                             -------------------
(State of other jurisdiction                                 (I.R.S. Employer 
of incorporation or organization                             Identification No.)

1705 E. Whaley Longview, Texas                                     75605
--------------------------------                             -------------------
(Address of principal executive offices)                        (Zip Code)

Issuer's telephone number (903) 758-2811
                          --------------


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 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[ ]


Number of shares outstanding of each of the issuer's classes of common stock, as
of May 18, 1997: 6,356,852 shares of common stock, par value $.01.







<PAGE>



Item 1:  FINANCIAL STATEMENTS

                               Fresh'n Lite, Inc.
                                  Balance Sheet
                        For the Three Month Period Ending
                                 March 31, 1998


                                                        March 31, 1998
         ASSETS                                           (Unaudited)

         CURRENT ASSETS

Cash                                                      $   201,163
Inventory                                                      26,468
                                                          -----------
         Total Current Assets                                 227,631

         PROPERTY AND EQUIPMENT (Pledged)

Buildings                                                   4,545,522
Land                                                          135,000
Capitalized Land Leases                                     2,175,000
Leasehold Improvements                                         30,113
Vehicles and Equipment                                      1,398,060
                                                          -----------
         Total Property and Equipment                       8,283,695

Accumulated Depreciation                                     (466,475)
                                                          -----------
         Property and Equipment - Net of Depreciation       7,817,220

         OTHER ASSETS

Assets held for Sale, Net of Accumulated Depreciation         441,373
Franchise System                                               51,333
Restaurant Preopening/Remodel Costs and Other Assets,
         Net of Accumulated Amortization                       30,683
Notes Receivable - Related Parties                            146,005
                                                          -----------

         TOTAL OTHER ASSETS                                   669,394


         TOTAL ASSETS                                       8,714,245
                                                          ===========





<PAGE>

                               Fresh'n Lite, Inc.
                 Balance Sheet for the Three Month Period Ending
                                 March 31, 1998

                                                             March 31, 1998
         LIABILITIES AND SHAREHOLDERS EQUITY                   (Unaudited)

         CURRENT LIABILITIES

Accrued Expenses                                              $   320,854
Accounts Payable                                                   62,357
Current Portion of Capital Lease Obligations                       32,139
Current Portion of Notes Payable - Long Term                      215,020
                                                              -----------
         TOTAL CURRENT LIABILITIES                                630,370

         OTHER LIABILITIES

Capital Lease Obligations, Net of Current Portion               2,313,173
Notes Payable - Long Term, Net of Current Portion               1,484,590
Deferred Income Tax Liability                                     141,200
                                                              -----------
         TOTAL LIABILITIES                                      3,938,963

         SHAREHOLDERS EQUITY

Common Stock, $.01 Par Value; 50,000,000 Shares Authorized;
         6,356,852 Shares Issued and Outstanding                   63,568
Additional Paid In Capital                                      3,574,071
Retained Earnings - Prior                                         293,087
Retained Earnings - Current                                       215,436
                                                              -----------
Less Treasury Stock, at Cost                                       (1,250)

         TOTAL SHAREHOLDERS EQUITY                              4,144,912
                                                              -----------
         TOTAL LIABILITIES AND SHAREHOLDERS EQUITY              8,714,245
                                                              ===========





<PAGE>

                               Fresh'n Lite, Inc.
                                Income Statement
                       For the Three Month Periods Ending
                        March 31, 1997 and March 31, 1998


                                     March 31,    March 31, 
                                       1997         1998     
                                                 (Unaudited)

SALES                               $ 712,352    $ 798,219
COST OF SALES                        (204,967)    (205,156)
                                    ---------    ---------
         GROSS PROFIT                 507,385      593,063

EXPENSES

Salaries and Contract Labor           208,836      228,022
Payroll and other Taxes                32,024       39,882
Professional Fees                      53,892        8,428
Advertising and Promotional            18,568       15,285
Rent                                   35,644       50,579
Insurance                              13,804       17,121
Telephone                               7,858        5,309
Travel                                  3,750        3,231
Utilities                              25,045       23,592
Depreciation                           38,464       36,150
Amortization                          192,294       14,850
Interest                               19,744       33,846
Linen and Laundry                       5,284       11,575
Repairs and Maintanence                17,718       20,129
Supplies                                6,518        9,307
Miscellaneous                           2,500            0
                                    ---------    ---------
         TOTAL EXPENSES               681,943      517,306
                                    ---------    ---------
         OPERATING INCOME (LOSS)     (174,558)      75,757

OTHER INCOME/(EXPENSE)

Profit/(Loss) on sale of Assets          --        111,593
Rental Income                            --         28,086
Income Tax (Expense) Benefit:
         Current                         --           --
         Deferred                        --           --
                                    ---------    ---------

         NET INCOME                  (174,558)     215,436






<PAGE>


<TABLE>
<CAPTION>

                               Fresh'n Lite, Inc.
                             Statement of Cash Flow
                       For the Three Month Periods Ending
                        March 31, 1997 and March 31, 1998


                                                              March 31,     March 31, 
                                                                1997         1998    
                                                                           (Unaudited) 

<S>                                                                             <C>        
              

Cash Flows from Operating Activities

Net Income (Loss)                                             $(174,558)   $ 215,436

Adjustments to Reconcile Net Income
 To Net Cash Provided by Operating Activities:
         Depreciation                                            38,464       36,150
         Amortization                                           192,294       14,850

         Net Change in Assets and Liabilities
         Decrease/(Increase) in Inventory                       (27,768)         103
         (Decrease)/Increase in Accounts Payable                (18,070)     (57,660)
         (Decrease)/Increase in Accrued Expenses                (40,018)     (19,781)
                                                              ---------    ---------
         Total Adjustments                                      144,902      (26,338)
                                                              ---------    ---------
         Net Cash Provided by Operating Activities              (29,656)     189,098

Cash Flows from Investing Activities:

Capital Expenditures                                           (239,804)    (919,139)
Expenditures for Preopening/Remodel Costs
         And other Assets                                       (24,020)           0
(Increase)/Decrease in Notes Receivable                         (19,221)      18,538
Increase in Deferred Franchise System Costs                     (39,969)           0
Net Proceeds from Sale of Assets                                      0      461,580
                                                              ---------    ---------
                  Net Cash Used in Investing Activities        (323,014)    (439,021)

Cash Flows from Financing Activities:

Sale of Common Stock                                            698,000      297,555
Borrowing on Notes Payable                                      385,000      633,158
Principal Payments on Notes Payable                            (556,727)    (500,000)
                                                              ---------    ---------
                  Net Cash Provided by Financing Activities     526,273      430,713
  
         NET INCREASE/(DECREASE) IN CASH                        173,603      180,790

CASH AT BEGINNING OF YEAR                                        19,640       20,373
                                                              ---------    ---------
CASH AT END OF PERIOD                                           193,243      201,163


</TABLE>



<PAGE>





                               Fresh'n Lite, Inc.
                      Notes To Interim Financial Statements
                        For the Three Month Period Ending
                                 March 31, 1998

Note 1.  Basis of Presentation

         The condensed consolidated financial statements of Fresh'n Lite, Inc as
         of March 31, 1997 and March 31, 1998 have been prepared by the Company,
         pursuant  to the  rules  and  regulations  of the  Securities  Exchange
         Commission.  The  Compmany  owns and operates 4  restaurants  under the
         names of "Fresh'n Lite Cafe & Grill" and "Street Talk Cafe".

         The information  furnished herein reflects all adjustments  (consisting
         of normal recurring accruals and adjustments) which are, in the opinion
         of management,  necessary to fairly state the operating results for the
         respective   periods.   However,   these  operating   results  are  not
         necessarily  indicative  of the  results  expected  for the full fiscal
         year. Certain information and footnote disclosures normally included in
         annual  financial  statements  perpared in  accordance  with  generally
         accepted accounting principals have been omitted pursuant to such rules
         and  regulations.  The notes to the  condensed  consolidated  financial
         statements  should  be  read  in  conjunction  with  the  notes  to the
         consolidated  financial  statements  contained  in the May 1, 1997 Form
         10-KSB. Company management believes that the disclosures are sufficient
         for interim financial reporting purposes.

Note 2.  Sale of restaurant facility

         On March 17th,  1998 the  company  sold its  facility  in  Nacogdoches,
         Texas.  The  Company  realized a gain of  $111,593  on the sale of this
         facility which was previously classified as "assetts held for sale".

Note 3.  Subsequent Event

         On April 3rd, 1998 the Board of Directors approved a plan to repurchase
         up to 100,000 shares of the Company's common stock. Repurchases will be
         made from time to time in open  market  transactions.  All  repurchases
         will be made in accordance with applicable securities regulations,  and
         the timing of the repurchases will be dependent upon market conditions,
         share price,  and other factors.  The  repurchased  common stock may be
         used by the  Company  to meet the  needs of its  various  stock  option
         plans, or for other corporate purposes.

         On April 8th, 1997 the Board of Directors  approved  an increase in the
         previously  approved  stock  repurchase  plan from  100,000 to  150,000
         shares.





<PAGE>



Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS

Overview

         The Company was  organized in June of 1990 as Bosko's,  Inc.  under the
laws of the State of Delaware, in November of 1992 the Company changed it's name
to Fresh'n  Lite,  Inc. and in November of 1995 merged into a Texas  corporation
also  bearing  the name  Fresh'n  Lite,  Inc..  The Company  currently  owns and
operates 3 Fresh'n  Lite Cafe & Grill  restaurants,  in Dallas,  Irving  (Valley
Ranch),  and The  Colony,  Texas.  The  Company's  prototype  Street  Talk  Cafe
restaurant opened May 7, 1998 in Richardson,  Texas. The Company plans to expand
by opening  additional  Street Talk Cafe restaurants on a Company owned basis in
the Dallas/Ft Worth demographic market area.


Fiscal Years 1995 - 1997 Review

         Operating  revenues  for 1995 were  $1,840,756,  with a gross profit of
$1,318,576  (72%) and operating income of $89,113 before adding royalty revenues
of $5,211 and a franchise  fee of $50,000,  which  increased  overall  operating
income to $144,324.

         Operating  revenues  for 1996 were  $2,602,533,  with a gross profit of
$1,862,111  (71.5%),  and operating  income of $282,327,  before adding  royalty
revenues of $34,744, which increased operating income to $317,101.

         Operating  revenues  for 1997 were  $3,106,144,  with a gross profit of
$2,215,200  (71.4 %), and operating income of $166,862 which included a one time
charge of $169,075 for the accelerated amortization of start up costs associated
with the sale of the Nacogdoches and Texarkana facilities.  Prior to this charge
operating income was $335,937.  The company discontinued its franchise operation
in early 1996  therefore no royalty  revenues or franchise fees are reflected in
the 1997 numbers.

Quarter Ending March 31, 1998 Summary of Financial Statement

         For the thirteen  weeks ending March 31, 1998 the Company has generated
revenues of $798,219 compared to revenues in the same period 1997 of $710,556, a
12.3%  gain,  a gross  profit of $160,602  compared to gross  profit in the same
period of 1997 of  $73,987,  a 217% gain,  and  positive  net income of $103,842
compared to a net operating loss of $176,515.

Liquidity and Capital Resources

         Historically  the Company has required  capital to fund the  operations
and capital expenditure requirements of its Company-owned restaurants.

         From  January 4, 1995 through  December  12, 1997 the Company  received
proceeds  from  its  intra-state   offering  of   $2,219,500.00.   Approximately
$287,600.00 of the proceeds were used to cover offering related costs, including
underwriting discounts and commissions. The remaining proceeds were used for the
development  of  additional  restaurants,   the  acquisition  of  the  Company's
corporate offices, and general corporate purposes.

         The Company met fiscal 1997 capital requirements with cash generated by
operations,  the proceeds from the intra-state offering,  and borrowing on notes
payable.  In  fiscal  1997  the  Company's  operations  generated  approximately
$644,352 in cash,  as compared to $551,804 in fiscal 1996 and $461,811 in fiscal
1995. The Company's  restaurant  operations are labor  intensive and do not have
significant  receivables or inventory.  The Company  receives trade credit based
upon negotiated  terms in purchasing  food and supplies and ordinarily  operates
with a relatively small level of working capital.

         The Company's  principal  capital  requirements  are the funding of new
restaurant  development or acquisitions and remodeling of existing units. During


<PAGE>


fiscal 1997, the Company  constructed  and opened one unit in The Colony,  Texas
and began construction of a second unit in Richardson,  Texas, and purchased its
corporate  offices  facility.   The  total  capital  outlay  for  the  year  was
$2,288,392.  Opening additional Company-owned  restaurants is a key component of
its expansion strategy.


         The Company is currently  operating  out of cash flow from  operations.
Its ability to expand depends on the ability of management to secure  additional
sources of funding. The current plans include the procurement of additional debt
through traditional lending institutions. The company is currently exploring the
placement of private debt which may include convertible instruments.

Plan of Operations

         The Company has planned the following operations for the 1998 calendar
         year, including;

          (i) Convert the Fresh'n  Lite Cafe & Grill  located at 6150  Frankford
              Rd.  Dallas,  Texas to a Street Talk Cafe.

         (ii) Open two  additional Street Talk Cafe restaurants at locations 
              still to be negotiated. 

Risk Factors

         The Company  cautions  readers that its business is subject to a number
of risks,  any of which could cause the actual  results of the Company to differ
materially from those indicated by forward-looking  statements made from time to
time in releases,  including this Form 10-QSB,  and oral statements.  Such risks
were presented in the Company's  intra-state  offering  registrations  which was
filed with the Texas Board of Securities which was declared  effected January 4,
1995, and related  propectus,  some of which are being  presented  again in this
Form 10-QSB.  Certain risk factors have been presented throughout this document,
including,  among  others,  expansion  strategy;  managers and other  employees;
availability of food products;  competition and government  regulation.  Certain
other risks to which the Company is subject include:

         Seasonality  of Business.  Based on the Company's  limited  experience,
Management  believes that  restaurant  sales should be greater during the summer
months. However, because the Company's experience is limited in the Dallas area,
there can be no assurance that such will be the case in the future.

         Impact of  Inflation.  The Company does not believe that  inflation has
materially  impacted  net  income  during  the  past  three  years.  Substantial
increases  in  costs  and  expenses,  particularly  food,  supplies,  labor  and
operating  expenses,  could have a significant impact on the Company's operating
results to the extent such  increases  cannot be passed along to  customers.  If
operating expenses increase,  management intends to attempt to recover increased
costs  by  increasing   prices  to  the  extent  deemed  advisable   considering
competitive conditions.

         Accelerating Growth Strategy. The Company's ability to expand by adding
Company-owned  restaurants  will  depend on a number of factors,  including  the
availability  of suitable  locations,  the ability to hire,  train and retain an
adequate number of experienced management and hourly employees, the availability
of  acceptable  lease  terms and  adequate  financing,  timely  construction  of
restaurants,  the ability to obtain various  government permits and licenses and
other factors, come of which are beyond the control of the Company. There can be
no assurance  that the Company will be able to open the number of restaurants it
currently plans to open or that new restaurants can be operated  profitably.  In
addition,  the Company intends to expand using the "Street Talk Cafe" name which
is yet  unproven.  There can be no assurance as to the success of the  Company's
efforts to expand using the new name.

         Control of the Company by Management.  Approximately  31% of the Common
Stock and rights to acquire Common Stock of the Company are  beneficially  owned
or held by Curtis A. Swanson, Stanly L. Swanson, Ed Dmytryk, and Bob Lilly.

         Shares  Eligible for Future Sale and Stock Price.  Sales of substantial
amounts of shares in the public market could  adversely  affect the market price


<PAGE>

of the Common Stock. The Company  currently has 6,356,852 shares of Common Stock
outstanding. Of these shares 1,701,000 are "restricted securties", as defined by
Rule 144 adobted under the  Securities  Act of 1933,  as amended.  An additional
893,800 of these shares are restricted  pursuant to the  "intra-state"  offering
exemption  under the Securities  Act of 1933, as amended.  Pursuant to this rule
the  "intra-state"  offering  shares will become free trading on  September  12,
1998.

         Competition.  The restaurant  industry is  intensely  competitive.  The
Company competes against other family dining concepts,  as well as quick service
and casual dining concepts, for customers and employees. See "Item 1. Business -
Competition."

Employees

         The Company  expects to hire three full time  management  personnel and
thirty  part time  hourly  personnel  with the  opening  of each new  restaurant
operation.  The cost of these  personnel  should be 25% of the annual  operating
revenue  to be  generated  by each  operation,  the  initial  cost of hiring and
training of all personnel is covered in the store start up costs.



                                     PART II

Item 1.  LEGAL PROCEEDINGS

The company is not currently a party to any litigation.

Item 2.  CHANGES IN SECURITIES

None
Item 3.  DEFAULTS UPON SENIOR SECURITIES

None

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         (a) The annual Meeting of Shareholders was held on May1st, 1998.

         (b)  Each of the management's nominees, as described below, was elected
              a  director  to hold  office  until  the next  annual  meeting  of
              shareholders  or  until  his  or  her  successor  is  elected  and
              qualified.

              Stanley L. Swanson, Curtis A. Swanson,  Henry Leonard, Ed Dmytryk,
              and Bob Lilly.

    Number of Affirmative Votes Cast     Number of Withhold Authority Votes Cast

             4,567,896                                   0

         (C)  The  following  matter  was  also  voted  upon at  the meeting and
              approved by the following shareholders:

                  (i)      approval of the Company's 1998 incentive stock option
                           plan  authorizing  the  issuance  of  up  to  300,000
                           options to purchase the  company's  common stock at a
                           price  equal to the bid price of the common  stock as
                           quoted  by the  NASDAQ  OTC-BB  or  other  applicable
                           market on the day of  issuance.  Said  options  being
                           excersisable for a period of 5 years from the date of
                           issuance.


<PAGE>


        Number of Affirmative Votes Cast       Number of Negative Votes Cast

               4,567,896                                   0

                          Number of Abstain Votes Cast

                                        0


Item 6.  Exhibits

Hereafter set forth as an Exhibit to the Form 10-QSB of Fresh'n  Lite,  Inc. (or
incorporated by reference) are the following exhibits:

No. as per Item 601 of Regulation S-B                         Description
-------------------------------------------------------------------------

3.1*                                            Articles of Incorporation
3.2*                                            By-Laws

4.1**                                           Warrant Agreement

11.1*                                           Statement re: computation of per
                                                share earnings

*Filed as an exhibit to the Company's  Form 10-SB filed October 23rd,  1997, and
incorporated  herein by reference.  
**Filed  as an exhibit  to the  Company's  Form  10-KSB  filed May 1, 1998,  and
incorporated herein by reference.



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.

                                     Fresh'n Lite, Inc.

Date:    May 20, 1998                By: /s/ Stanley L. Swanson
                                         ---------------------------------------
                                     Stanley L. Swanson, Chief Executive Officer
                                     (Duly Authorized Signatory)



Date:    May 20, 1998                By: /s/ Curtis A. Swanson
                                         ---------------------------------------
                                     Curtis A. Swanson, Chief Financial Officer
                                     And Executive Vice President
                                     (Duly Authorized Signatory)