WHITEWING LABS INC
10QSB, 1996-08-13
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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                      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 June 30, 1996 

                                      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 July 31, 1996,
was 2,883,890.






                                        1
                               WHITEWING LABS, INC.
                  FORM 10-QSB FOR QUARTER ENDED JUNE 30, 1996
                                TABLE OF CONTENTS

                                                                        Page
PART I.   FINANCIAL INFORMATION

Item 1.     Condensed Financial Statements

            Balance Sheets at December 31, 1995 and June 30, 1996.........3

            Statements of Operations for the Quarters and Six Months
                Ended June 30, 1995 and 1996..............................5

            Statements of Cash Flows for the Six Months Ended
                June 30, 1995 and 1996....................................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 1.     Legal Proceedings

Item 2.     Changes in Securities

Item 3.     Defaults Upon Senior Securities

Item 4.     Submission of Matters to a Vote of Stockholders

Item 5.     Other Information

Item 6.     Exhibits and Reports on Form 8-K

              (a) Exhibits

              (b) Reports on Form 8-K

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


















                                       2


<TABLE>

                               Whitewing Labs, Inc.
                                  Balance Sheets
                        December 31, 1995 and June 30, 1996

<CAPTION> 
                                     ASSETS 

                                                         Proforma
                                        December 31,   December 31,     June 30,
                                          1995             1995           1996
                                        -----------     ----------     ----------
                                                       (See Note 2)    (Unaudited)
<S>                                      <C>            <C>           <C> 
CURRENT ASSETS: 
   Cash and cash equivalents             $  423,622     $4,323,622     $3,737,276
   Accounts receivable - other               17,115         17,115         28,089
   Inventories                              193,234        193,234        198,265
   Prepaid advertising                      355,932        355,932         61,157
   Prepaid legal retainer                    12,369         12,369          5,090
   Prepaid other expenses                    18,568         18,568         21,960
   Deferred taxes                            11,000         11,000         11,000
                                         ----------     ----------     ----------
      Total current assets                1,031,840      4,931,840      4,062,837
                                         ----------     ----------     ----------
EQUIPMENT:
   Furniture and fixtures                   112,748        112,748        119,767
   Less - accumulated depreciation          (18,848)       (18,848)       (28,031)
                                         ----------     ----------     ----------
                                             93,900         93,900         91,736
                                         ----------     ----------     ----------
OTHER ASSETS: 
   Deferred advertising                     190,396        190,396        374,240
   Deferred offering costs                  152,071              0              0
   Investment in related-party 
     partnership, at cost                   100,000        100,000        100,000
   Organization costs, net of 
     accumulated amortization                 1,435          1,435          1,158
   Deferred taxes                           209,000        209,000        209,000
   Deposits                                   4,777          4,777         10,020
                                         ----------     ----------     ----------
                                            657,679         505,608       694,418
                                         ----------     ----------     ----------
TOTAL ASSETS                             $1,783,419      $5,531,348     $4,848,991
                                         ==========      ==========     ==========

</TABLE>






                             See accompanying notes


                                       3
<TABLE>
                               Whitewing Labs, Inc.
                                  Balance Sheets
                        December 31, 1995 and June 30, 1996

<CAPTION>
                       LIABILITIES AND STOCKHOLDERS' EQUITY

                                                         Proforma
                                        December 31,   December 31,     June 30,
                                           1995           1995            1996
                                        ----------      ----------     ----------
                                                       (See Note 2)    (Unaudited)
<S>                                     <C>             <C>            <C>
CURRENT LIABILITIES:
   Accounts payable                     $   97,134      $   97,134     $   78,906
   Accrued liabilities                      64,531          64,531          9,960
   Dividends payable                        22,688          22,688              0
   Accrued interest payable                 43,051          43,051              0
   Deferred taxes                          220,000         220,000        220,000
   Due to shareholder                      114,247         114,247              0
                                        ----------      ----------     ----------
        Total current liabilities          561,651         561,651        308,866
                                        ----------      ----------     ----------
COMMITMENTS AND CONTINGENCIES:

SHAREHOLDERS' EQUITY: 
   Cumulative convertible preferred 
     stock, $.001 par value: 
       Authorized, 500,000 shares 
       Issued and outstanding, 272,500
         at December 31, 1995 and none
         at Proforma December 31, 1995
         and June 30, 1996                 732,149               0              0
   Common stock, $.001 par value: 
       Authorized, 10,000,000 shares 
       Issued and outstanding, 1,125,000
         shares at December 31, 1995,
         2,606,876 at Proforma December
         31, 1995 and 2,883,875 shares
         at June 30, 1996                    1,434           2,607         2,883
   Paid-in capital                       1,177,358       5,656,263     6,349,882
   Deficit                                (689,173)       (689,173)   (1,812,640)
                                        ----------      ----------    ----------
        Shareholders' equity             1,221,768       4,969,697     4,540,125
                                        ----------      ----------    ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY                    $1,783,419      $5,531,348    $4,848,991
                                        ==========      ==========    ==========
</TABLE>

                             See accompanying notes







                                       4
<TABLE>
                               Whitewing Labs, Inc.
                             Statements of Operations
(Unaudited)

<CAPTION>
                                 Quarter ended June 30,         Six months ended June 30,
                                  1995            1996            1995            1996   
                                --------      -----------      ----------     -----------
<S>                           <C>            <C>              <C>            <C>       
NET SALES                       $650,074      $   927,415      $1,220,930     $ 1,923,442

COST OF GOODS SOLD                86,097          111,088         161,758         241,252
                                --------      -----------      ----------     -----------
    Gross profit                 563,977          816,327       1,059,172       1,682,190

OPERATING EXPENSES
  Advertising                    224,730          674,887         365,016       1,225,199
  Selling                        198,977          912,158         413,782       1,134,295
  General and administrative     144,181          264,194         290,314         498,014
                                -------       -----------       ---------     ------------
                                 567,888        1,851,239       1,069,112       2,857,508
                                --------      -----------       ---------     ------------
    Loss from operations          (3,911)      (1,034,912)         (9,940)     (1,175,318)

OTHER INCOME                      11,202           46,068          18,611          69,844

INTEREST EXPENSE                   4,227                0          15,511           4,259
                                --------      -----------       ---------     -----------
    Income (loss) before 
    provision for income taxes     3,064         (988,844)         (6,840)     (1,109,733)

PROVISION FOR INCOME TAXES         5,000                0           5,000           3,605
                                --------       ----------       ---------     -----------
NET LOSS                          (1,936)        (988,844)        (11,840)     (1,113,338)

PREFERRED STOCK DIVIDENDS
  EARNED AND ACCRUED            $ 22,688       $        0       $  22,688     $    10,073
                                --------       ----------       ----------    -----------

    Net loss attributable
    to common stockholders      $(24,624)      $ (988,844)        (34,528)    $(1,123,411)
                                ========       ==========       ==========     ===========

PROFORMA LOSS
  PER COMMON SHARE              $  (0.01)                       $   (0.01)
                                =========                       =========
LOSS PER COMMON SHARE                          $    (0.39)                     $     (0.44)
                                               ==========                      ===========
PROFORMA WEIGHTED AVERAGE
  NUMBER OF COMMON SHARES
    OUTSTANDING                1,576,361                        1,568,402
                               =========                        =========
WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                    2,540,057                        2,527,370
                                                =========                        =========
</TABLE>
                             See accompanying notes
                                       5
<TABLE>
                               Whitewing Labs, Inc.
                             Statements of Cash Flows
                For the Six Months Ended June 30, 1995 and 1996
                                  (Unaudited)
<CAPTION>
                                                             1995           1996
                                                          ---------      -----------
<S>                                                      <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES: 
   Net (loss)                                            $  (11,840)     $(1,113,338)
   Adjustments to reconcile net loss to net cash
     used in operating activities
        Depreciation and amortization                         4,186            9,183
        Changes in assets and liabilities:
           Accounts receivable - other                       (7,532)         (10,974)
           Inventories                                      (75,323)          (5,031)
           Prepaid advertising                             (125,109)         294,775
           Prepaid legal retainers                          (24,528)           7,279
           Other prepaid expenses                           (44,096)          (3,392)
           Deferred advertising                            (127,000)        (183,844)
           Deposits                                             372           (5,243)
           Accounts payable                                 (17,964)         (18,228)
           Accrued liabilities                                4,133          (54,571)
           Accrued interest payable                           9,540          (43,051)
           Unearned revenue                                  46,000                0
                                                         ----------       ----------
           Net cash used in operating activities           (369,161)      (1,126,158)
                                                         ----------       ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of furniture and fixtures                      (67,722)          (7,019)
                                                         -----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Investment in related-party partnership                 (100,000)               0
   Deferred offering costs                                  (25,000)         152,071
   Net proceeds from issuance of common stock               878,792        4,121,780
   Net proceeds from issuance of common stock warrants            0          180,090
   Net proceeds from issuance of common
     stock upon exercise of options                               0          139,954
   Payments to shareholder                                 (200,000)        (114,247)
   Payment of cash dividends                                (44,872)         (32,817)
                                                         ----------       ----------
           Net cash provided by financing activities        508,920        4,446,831
                                                         ----------       ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                    72,037        3,313,654

CASH AND CASH EQUIVALENTS, beginning of year                639,369          423,622
                                                          ---------       ----------
CASH AND CASH EQUIVALENTS, end of period                 $  711,406       $3,737,276
                                                         ==========       ==========






                              See accompanying notes

                                       6
                                                            1995           1996
                                                         ----------      ----------
SUPPLEMENTAL DISCLOSURES OF
   CASH FLOW INFORMATION:
     Cash paid for income taxes                          $    5,000      $    3,605
                                                         ==========      ==========
     Cash paid for interest                              $        0      $   47,310
                                                         ==========      ==========

SUPPLEMENTAL DISCLOSURES OF
   NONCASH FINANCING ACTIVITIES:
     Preferred dividends declared                        $   22,688      $        0
                                                         ==========      ==========
     Cumulative convertible preferred stock
       converted to common stock                         $        0      $  732,149
                                                         ==========      ==========
</TABLE> 







































                            See accompanying notes


                                         7
                              WHITEWING LABS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                June 30, 1996
                                  (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, 1995.

    b.  Deferred Advertising

    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.  From 1995 forward, magazines, weekly publications, and newspaper
    placements became an increasing component of the Company's
    direct-response marketing efforts.  The Company defers the cost of such
    placements as their primary purpose is to elicit sales to customers.
    Respondents are logged into a customer database which indicates the
    source of each customer's response to the specific advertisement.

    The costs of advertising placements are amortized, based upon
    management's estimates, over the periods in which the related direct
    responses are received.  Newspaper and weekly publications are amortized
    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 costs over three months
    with 60 to 80 percent of the costs amortized over two months.  Substantially
    all of the deferred advertising costs will be fully amortized within four
    months of December 31, 1995 and June 30, 1996.

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






                                         8

2.    Reincorporation in Delaware

    On February 9, 1996, Whitewing Labs, which had been incorporated under the
    laws of California, merged with and into Whitewing Labs, Inc., its
    wholly-owned subsidiary in order to reincorporate the Company in the State
    of Delaware (the "Reincorporation").  Following the Reincorporation, the
    business and operations of the Company have been conducted by the Company
    as a Delaware corporation rather than as a California corporation.  The
    accompanying condensed financial statements give retroactive effect to the
    Reincorporation.

3.    Proforma Loss per Common Share

    Proforma loss per common share for the quarter and six month period ended
    June 30, 1995, is based upon the proforma weighted average number of common
    shares outstanding assuming the public offering of shares of the Company's
    common stock in February, 1996, had been completed as of January 1, 1995.
    For the quarter and six month period ended June 30, 1996, loss per common
    share is based on the historical weighted average number of shares
    outstanding.

4.    Product Return Reserve

   An accrual for estimated sales returns is included in accrued liabilities
   in the amounts of $17,000 and $5,000 at December 31, 1995 and June 30, 1996,
   respectively.

5.    Subsequent Event

    In August 1996, the Company acquired 4,300 shares of its common stock for
    approximately $14,000.  The repurchase of these shares was in connection
    with a stock repurchase program announced 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 purpose of the stock repurchase
    program is to enhance shareholder value.























                                       9
Item 2.  Management's Discussion and Analysis of Results of Operations and
         Financial Condition



General.  The Company continued its plan of expanding its customer database
during the first half of 1996 by increasing its magazine advertisement
placements and developing a direct mail campaign which both tests new mailing
lists and identifies new names on lists used in the past.

The Company's recent public offering was to generate adequate funds to allow
for quicker growth of the Company's sales and database than would be achieved
if the Company relied only on internally generated funds.  Payments for
advertising increased by over $860,000 for the first six months of 1996
compared to the same period last year.  Advertising expense for the six months
ended June 30, 1995 was $365,016, or 29.9%, of net sales, while for the six
months ended June 30, 1996 it increased to $1,225,199, or 63.7%, of net sales.

    Orders from magazine advertisements and direct mailings are received over a
period of time after the magazines containing the advertisements go on sale
or the direct mail pieces are delivered to the Post Office.  The funds from
the public offering were available as of February 20,1996, which allowed for
the expanded advertising placements to be made but not enough time to realize
additional revenues in the first half of the year.  These timing differences
were a primary cause of the net loss for the first half of 1996, which
increased to $1,113,338, compared to a net loss of $11,840 for the same period
last year.  The Company's business plans continue to stress growth of the
customer database over short-term profits; the Company's management believes
net earnings will be driven by continued growth of the customer database.

    As of June 30, 1996, the Company had an accumulated deficit of $1,812,640.
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 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.

    The Company has formulated its business plans and strategies based on
certain assumptions of 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.  The Company continues to believe its business plans and the
assumptions upon which they are based are valid.  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





                                         10
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.

    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, 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 to
date have been approximately 3% of sales, which is substantially less than the
national average of 5%, there can be no assurance that actual levels of
returns will not significantly exceed amounts anticipated by the Company.

    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.


Results of Operations.

Net Sales.  The Company realized net sales during the six months ended June 30,
1996 of $1,923,442, an increase of approximately 57.5% over net sales of
$1,220,930 generated during the six months ended June 30, 1995.  At June 30,
1996, the Company's customer base had grown to approximately 70,000, up from
approximately 22,000 customers at June 30, 1995.

    The average orders from new and existing customers were approximately
$58 and $78 respectively, for the six months ended June 30, 1996, compared
to average orders of approximately $50 from new customers and $74 from
existing customers respectively for the first six months of the prior year.

    Sales of the Company's Prostsafe[R] accounted for substantially all
of the Company's sales for the six months ended June 30, 1995, and for
approximately 77.0% of net sales for the six months ended June 30,
1996.  The Company anticipates that sales of Prostsafe TM  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




                                        11
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 render the Company's products
noncompetitive.


Gross Profit.  Cost of goods sold for the Company's products represents a
small percentage of net sales.  During the six months ended June 30, 1995
and 1996, the Company recognized gross profits of $1,059,172 and $1,682,190, or
86.8% and 87.5%, respectively.


Advertising Expense.  During the six months ended June 30, 1996, advertising
expense increased to $1,225,199, compared to $365,016 for the same period last
year.  The increase includes the cost of advertising three new products and
increasing the number of advertisements placed for existing products.  Not
only did advertising increase in absolute dollars during the six months ended
June 30, 1996, it increased as a percentage of net sales to 63.7% compared to
29.9% of net sales for the same period last year.  The Company's management
believes its commitment to aggressively expanding its advertising budget will
result in more rapid growth and profitability than if advertising expenses
were maintained at approximately the same percentage of net sales as in the
past.  For the year ended December 31, 1995, advertising expense was 37.5% of
net sales.


Selling Expense.  During the six months ended June 30, 1996, selling
expenses increased to $1,134,295, compared to $413,782 for the same period in
1995, and increased as a percentage of net sales to 59.0%, compared to 33.9%
of net sales for the six months ended June 30, 1995.  The increase reflects
the increased costs of marketing to an expanded customer base and the Company's
marketing of Prostsafe via direct mail.


General and Administrative Expense.  General and administrative expenses have
increased as a function of the increasing volume of sales, as the Company has
been required to expand its office facilities, purchase additional computers
and other office equipment, and pay for increased postage and supplies.  In
August, 1995, The Company developed a Customer Service Department which is
staffed with the Company's own employees located in its offices.  This
function did not exist during the first half of 1995.  Also included in
general and administrative expenses are legal expenses relating to trademark
research on new products and review of all advertising copy.  For the six
months ended June 30, 1995, general and administrative expenses represented
23.8% of net sales, increasing as a percentage of net sales to 25.9% for the
six months ended June 30, 1996.


Loss From Operations.  The Company incurred losses from operations for the
six months ended June 30, 1995 of $9,940, compared to $1,175,318 during the
six months ended June 30, 1996.  Most of these losses during the first
half of 1996 were attributable to increases in advertising and selling costs.




                                        12
Interest Expense.  For the six months ended June 30, 1995, interest expense of
$15,511, representing 1.3% of sales, was related to loans from Acacia
Research Corporation, a principal investor in the Company, and a convertible
note payable.

    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. For the six months ended June 30, 1996,
interest expense represented 0.2% of sales.


Liquidity and Capital Resources

    During the first six months of 1995, the Company privately sold an
aggregate of 166,417 shares of its Common Stock to a total of eight "accredited
investors" (as the term is defined in the rules and regulations of the
Securities and Exchange Commission under the Securities Act of 1933, as
amended), raising gross proceeds totaling $1,029,000.

    On June 30, 1995, the Company had cash on hand of $711,406.  However, from
inception through June 30, 1995, the Company had operated at a loss, as its
efforts had been focused on the development of a customer base.  Management
anticipated that additional capital would be required by the end of the year to
finance the Company's operations at an increased level.

    On February 20 and March 18, 1996, the Company closed its stock offering of
1,035,000 shares of common stock, raising net proceeds of approximately
$4,129,000.  Additional net proceeds of approximately $180,000 were also raised
from the sale of stock warrants during this offering.  The proceeds are being
used to finance accelerated marketing, advertising and promotional
activities, and the increased levels of inventories necessary to fulfill
orders generated by the increased promotional activity.

    At June 30, 1996, the Company had cash on hand of $3,737,276.
The loan balance of $114,247 due to a major stockholder of the Company was
repaid with accrued interest of approximately $47,310 on February 21, 1996,
from proceeds of the offering.  The balance was used primarily for magazine and
direct mail advertising  The Company believes that expected cash flow plus the
proceeds of the offering will finance the Company's operations 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.

















                                      13
PART II  OTHER INFORMATION

Item 1.     Legal proceedings
      In February 1995, a lawsuit was filed against the Company alleging
      infringement, unfair competition and other claims.  On January 19, 1996,
      the parties entered into a mutual general release and settlement
      agreement pursuant to which the Company agree that future advertisements
      for Prostsafe(R) would not employ certain wording and format used in
      advertisements by the plaintiff for its competing products, and the
      lawsuit was dismissed with prejudice with each party paying all of its own
      costs and expenses.

      The Company was notified by letter dated January 12, 1996, that the
      Federal Trade Commission (FTC) is conducting a preliminary, non-public
      investigation regarding the advertising and sale of Prostsafe.  The
      Company does not believe that this advertisement makes any false or
      unsubstantiated claims and has submitted a formal written response to
      the FTC inquiry.  If the FTC is satisfied with the substantiation
      provided, it is anticipated that the investigation will be closed
      without further action.  Otherwise the Company could be required to
      modify and discontinue certain of its advertising.  The FTC also has
      the power to seek financial restitution in cases where the FTC believes
      that the advertising was materially false.  The Company could contest
      any adverse determination it believes is inappropriate before an
      administrative law judge or in federal court.

Item 2.     Changes in Securities
              None

Item 3.     Defaults upon Senior Securities
              None

Item 4.     Submission of matters to a vote of security holders
              None

Item 5.     Other information
              None

Item 6.     Exhibits and reports on Form 8-K

              (a)  Exhibits
                     Exhibit 27, Financial Data Schedule           Page 16

              (b)  Reports on Form 8-K
                     None














                                      14
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:  August 13, 1996                   /s/    Cynthia Kolke
                                       ---------------------------
                                       Cynthia Kolke,
                                       President

                                         /s/  Elizabeth M. Meisler
                                       ---------------------------
                                       Elizabeth M. Meisler,
                                       Chief Financial Officer








































                                       15

<TABLE> <S> <C>

<ARTICLE>        5
<LEGEND>
                       Financial Data Schedule

     This schedule contains summary financial information extracted from the
Company's unaudited financial statements at June 30, 1995 and 1996, and is
qualified in its entirety by reference to such financial statements. 

       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   6-MOS                   6-MOS
<FISCAL-YEAR-END>               DEC-31-1995             DEC-31-1996
<PERIOD-END>                    JUN-30-1995             JUN-30-1996
<CASH>                              711,406               3,737,276
<SECURITIES>                              0                       0
<RECEIVABLES>                        20,604                  28,089
<ALLOWANCES>                              0                       0
<INVENTORY>                         103,620                 198,265
<CURRENT-ASSETS>                  1,293,462               4,238,575
<PP&E>                               89,586                 119,767
<DEPRECIATION>                        8,956                  28,031
<TOTAL-ASSETS>                    1,479,168               4,848,991
<CURRENT-LIABILITIES>               244,558                 308,866
<BONDS>                                   0                       0
                     0                       0
                               0                       0
<COMMON>                              1,434                   2,883
<OTHER-SE>                        1,909,985               6,349,882
<TOTAL-LIABILITY-AND-EQUITY>      1,479,168               4,848,991
<SALES>                           1,220,930               1,923,442
<TOTAL-REVENUES>                  1,239,541               1,993,286
<CGS>                               161,758                 241,252
<TOTAL-COSTS>                     1,230,870               3,098,760
<OTHER-EXPENSES>                    290,314                 498,014
<LOSS-PROVISION>                          0                       0
<INTEREST-EXPENSE>                   15,511                   4,259
<INCOME-PRETAX>                      (6,840)             (1,109,733)
<INCOME-TAX>                          5,000                   3,605
<INCOME-CONTINUING>                 (11,840)             (1,113,338)
<DISCONTINUED>                            0                       0
<EXTRAORDINARY>                           0                       0
<CHANGES>                                 0                       0
<NET-INCOME>                        (11,840)             (1,113,338)
<EPS-PRIMARY>                         (0.01)                  (0.44)
<EPS-DILUTED>                         (0.01)                  (0.44)
        

</TABLE>


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