UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         Date of Report (Date of Earliest event reported): May 29, 1998

                               Fresh'n Lite, Inc.
             (Exact name of registrant as specified in its charter)


State of Texas                      001-13559               75-2337102
(State of incorporation)       (Commission File No.)        (IRS Employer
                                                             Identification No.)


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

                                    No change
             (Former name of address, if changed since last report).




















Item 5.  Other events

         Fresh'n Lite, Inc. issued the following press release on June 10, 1998.


For Immediate Release

Fresh'n Lite, Inc.
1705 E. Whaley
Longview, Texas  75601
800-259-2675
903-758-1666 facsimile
Contact:  Curtis A. Swanson, Chief Financial Officer

                                  Press Release

                       Fresh'n Lite, Inc. receives funding

Longview,  Texas - Fresh'n Lite, Inc. (FLTT)  announced today that it has issued
$1,500,000  of its 6%  Convertible  Debentures  due May 29,  2000,  in a private
placement  to  three  accredited   investors.   The  private  placement  yielded
$1,335,000  in net proceeds to the Company  (after  deduction  of the  Placement
Agent's  fees and fees of counsel for the  investors.)  In  connection  with the
private placement, the Company also issued to the investors warrants to purchase
up to an aggregate of 75,000 shares of the Company's  common stock.  The Company
issued to the  Placement  Agent a warrant to purchase up to 50,000 shares of the
Company's common stock. The exercise price for the warrants are $4.40 per share,
which is equal to 110% of the average closing bid prices of the Company's common
stock for the five trading days immediately preceding May 29, 1998.

The 6%  Convertible  Debentures  can be converted  into shares of the  Company's
common  stock.  The number of shares of common  stock to be issued upon any such
conversion will be determined based upon the lesser of (a) $4.00 per share, (the
closing  bid price of the  Common  Stock on May 28,  1998),  or (b) the  average
closing bid prices of the Company's common stock for the five trading day period
ending on the trading day immediately preceding the date on which such Debenture
is converted,  multiplied by a discount  ranging from 25% to 17.5%.  The Company
granted to the investors certain  registration rights with respect to the shares
of common stock underlying the Debentures and the Warrants.

The Investors have agreed to purchase an additional $1,500,000 of 6% Convertible
Debentures  on or about August 27, 1998,  subject to certain  conditions.  Among
other  things,   the  second   tranche  of  the  financing  is  subject  to  the
effectiveness of a registration statement,  registering for resale the shares of
common stock underlying the Debentures and Warrants.

Curtis A. Swanson,  Chief Financial Officer stated,  "We believe that completion
of funding will give us the capital necessary to fulfill our expansion  business





plan which we anticipate  will more than triple the Company's  revenues.  We are
very excited about the  opportunity to develop out the Street Talk Cafe concept,
which we believe is a new and winning niche in the casual dining segment. "

Henry Leonard,  President and Chief Operating  Officer stated,  "Over the last 7
months, we have been putting  considerable effort into developing our management
team and the Street Talk  concept.  This  infusion of capital  will assist us in
expanding  our presence in the healthy  casual  dining niche in the Dallas area,
accomplishing our expansion goals, and becoming a debt free company. These goals
were the focus of our 1998 shareholders meeting and 1997 annual report."

Fresh'n  Lite,  Inc. is the  developer  and  operator of the Fresh'n Lite Cafe &
Grill and  Street  Talk Cafe  concepts,  full  service  casual  dining  concepts
featuring   over  100  choices  of  low  fat  and  non-fat  menu  items  without
compromising taste, service, or atmosphere.

This press release  contains  forward  looking  statements,  which are generally
preceded by words such as "believes",  "expects",  "anticipates",  or "intends".
Such  statements  are  subject  to risks and  uncertainties,  including  but not
limited to competitive  conditions,  weather,  real estate zoning and permitting
complications, and general conditions in the restaurant market.

For further information contact:   Curtis A. Swanson, Chief Financial Officer at
1-800-259-2675.


                                   Signatures

         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 hereunto duly authorized.

                                                         Fresh'n Lite, Inc.


Date: June 10, 1998                                  By: /s/ Stanley L. Swanson
                                                         ----------------------
                                                         Stanley L. Swanson
                                                         Chief Executive Officer
                                                         (Signature)



Date: June 10, 1998                                  By: /s/ Curtis A. Swanson
                                                         ---------------------
                                                         Curtis A. Swanson
                                                         Chief Financial Officer
                                                         (Signature)