<PAGE>
Reason for Amendment:
This 10-KSB amendment is being sent to include Exhibit 27, the Financial
Data Schedule which was omitted in error from the filing on March 27,1997.
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Transition Period from N/A to N/A
Commission File No. 33-97156
WHITEWING LABS, INC.
(Name of small business issuer in its charter)
Delaware 95-4437350
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
15455 San Fernando Mission Blvd., #105, Mission Hills, California 91345
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: (818) 898-2167
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value
(Title of Class)
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 [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
The issuer's revenue for the year ended December 31, 1996 was
$3,537,480. The aggregate market value of the voting stock held by
non-affiliates as of February 28, 1997, computed by reference to the price at
which the stock was sold, or the average closing bid and asked quotations of
such stock, was $4,019,608.
DOCUMENTS INCORPORATED BY REFERENCE: None
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
(a) Exhibits. The following exhibits are either filed herewith or
incorporated herein by reference:
<TABLE>
<CAPTION>
<S> <C>
3.1 Certificate of Incorporation*
3.2 Bylaws*
3.3 Reincorporation Agreement*
4.1 Form of Warrant*
4.2 Agreement Not to Sell*
10.1 Lease of Company's Executive Offices*
10.2 Stock Option Plan*
10.4 Fulfillment Services Agreement with Professional Marketing
Associates, Inc.*
10.5 Consulting Agreement*
27 Financial Data Schedule
</TABLE>
* Incorporated by reference from the Company's Registration Statement on
Form S-1 (33-97156) which became effective under the Securities Act of 1933,
as amended, on February 9, 1996.
(b) Reports on Form 8-K. None.
(c) Index to Financial Statements.
<TABLE>
<CAPTION>
Page
<S> <C>
Report of Independent Public Accountants F-1
Balance Sheets as of December 31, 1995 and 1996 F-2
Statements of Operations for each of the Three Years
in the period ended December 31, 1996 F-3
Statements of Shareholders' Equity for each of the Three
Years in the period ended December 31, 1996 F-4
Statements of Cash Flows for each of the Three Years
in the period ended December 31, 1996 F-5
Notes to Financial Statements F-6
</TABLE>
31
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Whitewing Labs, Inc
By: /s/ Cynthia Kolke
Cynthia Kolke
President, Assistant Secretary and Director
Dated: May 14, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ R. Bruce Stewart Chairman of the Board May 14, 1997
R. Bruce Stewart of Directors, Secretary
and Treasurer
/s/ Cynthia Kolke Director, Assistant May 14, 1997
Cynthia Kolke Secretary
/s/ Paul R. Ryan Director May 14, 1997
Paul R. Ryan
/s/ William D. Fox Director May 14, 1997
William D. Fox
/s/ Elizabeth M. Meisler Chief Financial Officer May 14, 1997
Elizabeth M. Meisler
32
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Financial Data Schedule
This schedule contains summary financial information extracted from the
Company's audited financial statements at December 31, 1996 and 1997, and is
qualified in its entirety by reference to such financial statements.
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1996
<PERIOD-END> DEC-31-1995 DEC-31-1996
<CASH> 423,622 2,524,391
<SECURITIES> 0 0
<RECEIVABLES> 17,115 46,604
<ALLOWANCES> 0 0
<INVENTORY> 193,234 143,519
<CURRENT-ASSETS> 1,020,840 3,132,515
<PP&E> 112,748 119,443
<DEPRECIATION> (18,848) (39,108)
<TOTAL-ASSETS> 1,783,419 3,720,256
<CURRENT-LIABILITIES> 561,651 561,042
<BONDS> 0 0
0 0
0 0
<COMMON> 1,434 2,891
<OTHER-SE> 1,909,507 6,243,571
<TOTAL-LIABILITY-AND-EQUITY> 1,783,419 3,720,256
<SALES> 3,445,085 3,537,480
<TOTAL-REVENUES> 3,474,206 3,681,359
<CGS> 459,661 511,214
<TOTAL-COSTS> 3,432,640 6,094,183
<OTHER-EXPENSES> 683,093 914,436
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 20,021 4,259
<INCOME-PRETAX> 21,545 (2,417,083)
<INCOME-TAX> 850 850
<INCOME-CONTINUING> 20,695 (2,417,933)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 20,695 (2,417,933)
<EPS-PRIMARY> 0.01 (0.90)
<EPS-DILUTED> 0.01 (0.90)
</TABLE>
