On December 10, 2001, Whitewing Labs, Inc. (the Company) sold its nutritional business assets (the Sale) to Nadin Company, a California corporation (the Purchaser), pursuant to an Asset Purchase Agreement (the Agreement). The Purchaser is owned by Michael and John Gorman, also the owners of Vitamineral, Inc., the Companys primary manufacturer. Under the Agreement, the Company transferred its nutritional business assets, constituting substantially all of the Companys operating assets, to the Purchaser, in exchange for $265,000 (the Purchase Price). $65,000 of the Purchase Price was paid in cash at the closing of the Sale; the remaining $200,000 of the Purchase Price was in the form of a promissory note made by the Purchaser and Michael Gorman and John Gorman in favor of the Company. The promissory note is secured by all of the Purchasers nutritional business assets. The Purchase Price was determined by negotiations between the Company and the Purchaser. The Sale was approved by the Companys Board of Directors and by the holders of a majority of the Companys common stock. A copy of the Agreement, as well as the related Bill of Sale and Pledge Agreement, are filed as Exhibits to this Report