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                     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, 1999

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                        Commission file number 33-23429-D
                                  ------------


                                NIGHTINGALE, INC.
           (Name of Small Business Issuer as specified in its charter)


               Utah                                      87-044988-8
         ------------------                           -----------------
   (State or other jurisdiction of                    (I.R.S. employer
    incorporation or organization)                  identification No.)
         2232 Eastwood Blvd.
         Ogden, Utah 84403                                  84403
        -------------------                           -----------------
 (Address of principal executive offices)                (Zip Code)


         Issuer's telephone number, including area code: (801) 479-0742
                                  ------------


    Securities registered pursuant to Section 12(b) of the Exchange Act: None

    Securities registered pursuant to Section 12(g) of the Exchange Act: None


     Check whether the Issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 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 No X
 .

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained, to the best of Issuer'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  revenues  for the fiscal year ending  December 31, 1999 were
$10,615.

     As of the date  hereof,  there is no  public  market  for the  Registrant's
securities.  The Registrant has closed its public offering but, pursuant to Rule
164-11-1 as promulgated by the Utah Securities  Division,  no securities sold in
the public  offering have been issued.  The number of shares  outstanding of the
Registrant's  sole class of common  stock,  as of December 31,  1999,  and as of
October 1, 2000, is 1,000,000 shares.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE

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<PAGE>



                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS

General

      Nightingale,  Inc. (the 'Company") was formed for the purpose of investing
in any and all types of assets,  properties and  businesses.  The Company issued
1,000,000  shares of its Common Stock to its officers,  directors and others for
the  aggregate  sum of  $20,600.  On  September  28,  1988,  the  United  States
Securities  and Exchange  Commission  granted  effectiveness  to a  Registration
Statement on Form S-18, filed by the Company. The Registration Statement was for
an offering of  2,000,000  Units of Common  Stock and Warrants at $.10 per Unit.
Each Unit  consisted  of one share of Common  Stock,  one Class "A" Common Stock
Purchase Warrant and one Class "B" Common Stock Purchase  Warrant.  The offering
was a "blind pool" or "blank check" offering.

      The offering was closed on October 6, 1989.  All  2,000,000  Units offered
were  subscribed  for and a total of $200,000 was  deposited  into the Company's
Escrow  Account.  The offering was  registered for sale in the State of Utah and
therefore,  the Company  was and is  required  to comply  with Rule  164-11-1 as
promulgated by the Utah Securities Division. Such Rule prohibits the issuance of
shares, the secondary trading of the Company's securities and the expenditure of
more  than  20  percent  of the  net  offering  proceeds  without  first  giving
subscribers a rescission  offering in connection with an  acquisition.  The Utah
Securities  Division  has  recently  agreed  to waive the  requirements  of Rule
164-11-1  insofar as they  relate to the  Company,  subject to  compliance  with
certain  conditions.  (see "Rule 164-11-1 As Promulgated by the Utah  Securities
Division").

      Since the close of its offering, the Company has been attempting to locate
potential  business  acquisitions   ("Potential  Business   Acquisitions")  from
investors,  promoters,  finders,  entrepreneurs or others. A Potential  Business
Acquisition  may be a  concept  which  has not yet  been  placed  in  commercial
operation,  which has recently commenced operations and is in need of additional
funds for expansion  into new products or markets,  or an  established  business
which may be experiencing  financial or operating difficulties and is in need of
the limited additional capital the Company could provide.

      In some  instances,  a  Potential  Business  Acquisition  may  involve the
acquisition  of or merger  with a  corporation  which does not need  substantial
additional  cash but which desires to establish a public  trading market for its
common stock. Some Potential  Business  Acquisitions may seek to become a public
company  through  merging with,  being acquired by or selling their assets to an
existing   public   company.   There  are  numerous   reasons  why  an  existing
privately-held company would seek to become a public company through a merger or
acquisition  rather than doing its own public  offering.  Such  reasons  include
avoiding the time delays involved in a public offering; retaining a larger share
of voting  control  of the  publicly-held  company;  reducing  the cost  factors
incurred in becoming a public  company;  and avoiding any dilution  requirements
set forth under various states' blue sky laws.

      The Company does not propose to restrict its search for Potential Business
Acquisitions  to any particular  industry or any particular  geographic area and
may, therefore,  engage in essentially any business to the extent of its limited
resources.

                                      2

<PAGE>



      It is anticipated that knowledge of Potential  Business  Acquisitions will
be made known to the Company by various  sources,  including  its  officers  and
directors,   shareholders,   professional   advisors   such  as  attorneys   and
accountants,  securities  broker-dealers,  venture  capitalists,  members of the
financial  community,  and  others who may  present  unsolicited  proposals.  In
certain  circumstances,  the  Company  may  agree  to pay a  finder's  fee or to
otherwise  compensate  such  persons for services  rendered in bringing  about a
transaction.

      The Company is not  currently a party to any binding  agreement to acquire
or merge with any  company.  The  Company's  management  is  continuing  to seek
suitable  acquisition  candidates.  However,  there can be no assurance  that an
acquisition or merger will be effected.

Rule 164-11-1 As Promulgated by the Utah Securities Division

      The offering was registered for sale in several states including the State
of Utah. Therefore,  the offering and the Company were, and are, subject to Rule
164-11-1  as  promulgated  by the Utah  Securities  Division.  Rule  164-11-1 is
applicable  to  offerings  in  which  eighty  percent  (80%)  or more of the net
offering  proceeds  are not  specifically  allocated.  Following  the  close  of
offerings subject to Rule 164-11-1, a company subject to the Rule is required to
maintain a minimum of eighty  percent  (80%) of the net offering  proceeds in an
escrow  account  until  such  time as it can  specifically  allocate  the use of
proceeds.  At such time as the offering proceeds can be specifically  allocated,
the Company must file additional  information with the Utah Securities  Division
disclosing  the use of proceeds and deliver such  information  to the  investors
purchasing shares in the offering.

      At the  time  that  the  additional  documentation  concerning  the use of
proceeds is filed with the Utah Securities Division, Rule 164-11-1 requires that
investors  in the  offering  be given no less than twenty (20) days to ratify or
rescind his or her investment. Investors who elect to rescind the purchase shall
receive a pro rata refund of all available  offering proceeds.  However,  should
enough  investors  request a refund  such that net  tangible  asset value of the
Company  after the refund would be less than  $75,000,  the Company will offer a
pro rata refund of all unused  offering  proceeds to  investors.  Therefore,  if
sufficient numbers of investors elect to rescind, it is possible that rescinding
investors will not receive 100% of the amount invested. A company subject to the
Rule is entitled to use a substantial portion of the gross offering proceeds for
underwriting  commissions,  offering  expenses and operating costs regardless of
investors' rescission rights.

      Rule 164-11-1 also prohibits the issuance of  securities,  the delivery of
stock  certificates  or the secondary  trading of the Company's  stock until the
offering proceeds have been released to the Company subsequent to the rescission
offering.

      The  Company  received a total of  $200,000  from the sale of Units of its
securities in its public offering. The Company deposited 80% of the net offering
proceeds,  or $140,000,  in an escrow account pending  compliance with Utah Rule
164-11-1.  As of December  31,  1999,  a total of $232,937  was held in the Rule
164-11-1 Escrow Account.




                                      3

<PAGE>



      On July  31,  2000,  the  Company's  counsel  sent a  letter  to the  Utah
Securities Division requesting a waiver of Rule 164-11-1 so far as it applied to
the Company. In lieu of compliance with Rule 164-11-1,  the Company undertook to
take the following action:

      1.    The  Company  would  immediately  file  a  Form  8-K  with  the  SEC
            describing the course of action set forth below.

      2.    The Company  would  immediately  offer a  rescission  to each of its
            public investors.  Inasmuch as there are only 41 investors, a number
            of which are accredited  investors,  the  rescission  offer would be
            made  in  compliance  with  SEC  Rule  506 or  Section  4(2)  of the
            Securities Act of 1933, as amended, as a non-public offering.  There
            are  sufficient  funds in the Rule 11-1 escrow  account to provide a
            full  rescission  of the  principal  amount  invested  by the public
            investors.   A  Private  Rescission  Offering  Memorandum  would  be
            distributed to each public investor describing the rescission.

      3.    Any investor electing to rescind would be immediately  repaid his or
            her investment and would thereafter have no interest in the Company.

      4.    Any investor  electing not to rescind  would be issued shares of the
            Company's  common  stock  and  would  have no  subsequent  rights to
            rescind.

      5.    After the  rescission  is  completed,  all funds  held in the escrow
            account, after the payment of funds to rescinding investors, will be
            delivered to the Company for its use for general corporate purposes.

      6.    At such time as the Company locates an acquisition  transaction,  it
            will prepare and distribute to its  stockholders  a proxy  statement
            describing the acquisition transaction.  Although the Company is not
            subject to the SEC Proxy Rules, it would  substantially  utilize the
            disclosure  requirements  of the Proxy Rules in connection with such
            proxy statement

      7.    Regardless  of  the  structure  of  the  acquisition,  each  of  the
            Company's  stockholders  would  be  granted  dissenting  stockholder
            appraisal  rights  as  provided  for in the  Utah  Revised  Business
            Corporations  Act,  provided  however,  the  amount  to be  paid  to
            dissenting  shareholders  would not be less than the amount invested
            by such dissenting shareholders. Accordingly, public investors would
            have two opportunities to receive back their investment.

      8.    Management  of the Company would vote their shares for or against an
            acquisition proposal in the same ratio as non-management  shares are
            voted. This would allow the public shareholders to determine whether
            a particular acquisition is affected.

      9.    Prior to the completion of an acquisition,  no public market for the
            Company's common stock would be developed through the efforts of the
            Company or its management.


                                      4

<PAGE>

      10.   The  Company  would,  prior  to the  completion  of an  acquisition,
            continue to file reports  with the SEC pursuant to Section  15(d) of
            the Securities Exchange Act, as amended.

      On September 13, 2000, the Utah Securities  Division  notified the Company
that it was  willing  to waive  compliance  with Rule  164-11-1  if the  Company
complied  with the actions  listed  above.  The Utah  Securities  Division  also
required the Company to provide it with a copy of the rescission offering before
it is forwarded to the Company's subscribers.

      The Company  anticipates  that it will commence work on this process prior
to the end of the current fiscal year.

Selection of Opportunities

      The analysis of new business opportunities has been and will be undertaken
by or under the  supervision  of the officers and  directors of the Company with
assistance from the Company's shareholders,  with none of whom is a professional
business analyst or has any previous training or experience in business analysis
or in selecting or hiring business analysts.  The Company has, since the date of
the  closing  of  its  public   offering,   considered   potential   acquisition
transactions with several companies but as of this date has not entered into any
definitive agreement with any party. The Company has unrestricted flexibility in
seeking, analyzing and participating in Potential Business Acquisitions.  In its
efforts to analyze potential  acquisition targets, the Company will consider the
following kinds of factors:

(a)  Potential  for growth,  indicated  by new  technology,  anticipated  market
     expansion or new products;

(b)  Competitive  position  as  compared  to  other  firms of  similar  size and
     experience  within the industry segment as well as within the industry as a
     whole;

(c)  Strength and  diversity  of  management,  either in place or scheduled  for
     recruitment;

(d)  Capital  requirements and anticipated  availability of required funds to be
     provided by the Company or from operations,  through the sale of additional
     securities,  through joint ventures or similar  arrangements  or from other
     sources;

(e)  The cost of  participation  by the  Company as  compared  to the  perceived
     tangible and intangible values and potentials;

(f)  The extent to which the business opportunity can be advanced;

(g)  The  accessibility  of  required  management  expertise,   personnel,   raw
     materials, services, professional assistance and other required items; and

(h)  Other relevant factors.


                                      5

<PAGE>



      In applying the foregoing  criteria,  no one of which will be controlling,
management  will  attempt to analyze all factors  and  circumstances  and make a
determination based upon reasonable  investigative  measures and available data.
Potentially  available  business  opportunities  may  occur  in  many  different
industries  and at  various  stages of  development,  all of which will make the
tasks of comparative  investigation and analysis of such business  opportunities
extremely difficult and complex.  Due to the Company's limited capital available
for investigation and management's limited experience in business analysis,  the
Company  may not  discover  or  adequately  evaluate  adverse  facts  about  the
opportunity to be acquired.

Form of Acquisition

      The manner in which the Company participates in an opportunity will depend
upon the nature of the  opportunity,  the  respective  needs and  desires of the
Company and the  promoters  of the  opportunity,  and the  relative  negotiating
strength of the Company and such promoters.

      It is likely that the Company will acquire its participation in a business
opportunity  through the  issuance of common  stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an  acquisition is a so-called  "tax free"  reorganization  under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended, depends upon
the issuance to the  shareholders of the acquired company of at least 80 percent
common stock of the combined entities immediately  following the reorganization.
If a transaction  were structured to take advantage of these  provisions  rather
than other "tax free"  provisions  provided under the Internal Revenue Code, all
prior shareholders  would in such circumstances  retain 20% or less of the total
issued and  outstanding  shares.  This could  result in  substantial  additional
dilution to the equity of those who were  shareholders  of the Company  prior to
such reorganization.

      The present  shareholders of the Company will likely not have control of a
majority  of  the  voting  shares  of the  Company  following  a  reorganization
transaction.  As part of such a transaction,  all or a majority of the Company's
directors  may resign and new  directors  may be  appointed  without any vote by
shareholders.

      In the case of an acquisition,  the  transaction may be accomplished  upon
the  sole   determination  of  management   without  any  vote  or  approval  by
shareholders. In the case of a statutory merger or consolidation, it will likely
be  necessary  to call a  shareholder's  meeting and obtain the  approval of the
holders of a majority of the outstanding shares. The necessity of obtaining such
shareholder  approval  may  result  in  delay  and  additional  expense  in  the
consummation  of any  proposed  transaction  and will also give rise to  certain
appraisal rights to dissenting shareholders.  Most likely,  management will seek
to structure any such transaction so as not to require shareholder approval.

      It  is   anticipated   that  the   investigation   of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys

                                      6

<PAGE>



and others.  If a decision  is made not to  participate  in a specific  business
opportunity,  the costs theretofore incurred in the related  investigation would
not be  recoverable.  Furthermore,  even  if an  agreement  is  reached  for the
participation in a specific business opportunity, the failure to consummate that
transaction may result in the loss to the Company of the related costs incurred.

Employees

      The Company currently has no employees.

ITEM 2.  DESCRIPTION OF PROPERTY

      The  executive  offices  of the  Company  are  presently  located  at 2232
Eastwood Blvd., Ogden, Utah 84403, the home of the President of the Company. The
Company  does  not  pay  rent  for the use of  such  facilities.  The  Company's
executive  offices are sufficient for the present purposes of the Company.  Upon
the consummation of an acquisition or merger,  the Company's offices will likely
be moved to the  principal  offices of the  company  acquired  or with which the
Company is merged.

ITEM 3.  LEGAL PROCEEDINGS

      There are not presently any material  pending legal  proceedings  to which
the  Company  is a  party  or of  which  any of  its  property  or  wholly-owned
subsidiaries  is subject and no such  proceedings are known to the Company to be
threatened or contemplated against it.

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

      No meetings of the Company's shareholders were held during the fiscal year
ending December 31, 1999

                                    PART II

ITEM 5.  MARKET FOR THE Company'S COMMON STOCK AND WARRANTS AND RELATED
         SECURITY HOLDER MATTERS

     Market  for  Common  Stock.  There is no public  market  for the  Company's
securities.

      Holders.  The number of record holders of the Company's common stock as of
December  31,  1999 and  October 1, 2000,  is 4.  Pursuant  to Rule  164-11-1 as
adopted by the Utah  Securities  Division,  no  securities  of the Company  were
issued to purchasers of the Units of Company offered in the public offering.

      Dividends.  The Company has not paid any cash  dividends  to date and does
not anticipate or contemplate paying dividends in the foreseeable  future. It is
the present  intention  of  management  to utilize all  available  funds for the
development of the Company's business.


                                      7

<PAGE>



      Warrants.  A total of 2,000,000  Units of the Company's  Common Stock were
subscribed  for in the Company's  public  offering.  Each Unit  consisted of one
share of Common  Stock,  $.001 par value,  and one "A" Warrant to  purchase  one
share of Common Stock at $.25 per share exercisable during a twelve month period
commencing  30 days from the date of the  closing  of the  offering,  and ending
twelve  months  thereafter,  and one "B" Warrant to purchase one share of Common
Stock at $.50 per share  exercisable  during an eighteen month period commencing
30 days from the date of the close of the  offering and ending  eighteen  months
thereafter.  The offering was closed on September  28, 1989.  The Warrants  have
been  extended on several  occasions  and now expire on December 31,  2000.  The
Warrants  cannot be  exercised  unless a current  Registration  Statement  is in
effect,  of which there can be no  assurance.  The Company has the right to call
the Warrants for  redemption,  in whole or in part,  upon 30 days prior  written
notice  at a price  of  $.001  per  Warrant.  If the  Warrants  are  called  for
redemption,  they may be exercised at any time prior to the close of business on
the day preceding the date fixed for  redemption.  Any rights to purchase Common
Stock  subject to the Warrants will be forfeited to the extent such Warrants are
not  exercised  prior to such date.  The Common Stock and Warrants sold as Units
pursuant to this  offering are not  transferable  separately  until the exercise
period commences.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

      The Company was formed for the purpose of  investing  in any and all types
of assets, properties and businesses. The Company issued 1,000,000 shares to its
officers and directors for the aggregate sum of $20,600.  On September 28, 1988,
the United States Securities and Exchange Commission granted  effectiveness to a
Registration Statement on Form S-18, filed by the Company in the Denver Regional
Office.  The  Registration  Statement was for an offering of 2,000,000  Units of
Common Stock and Warrants to purchase  shares of Common Stock, at $.10 per Unit.
The offering was a "blind pool"  offering.  The Company sold all 2,000,000 Units
offered  in its  public  offering.  Inasmuch  as the  Company is subject to Rule
164-11-1 as promulgated by the Utah Securities Division,  the exact net offering
proceeds  which will be available to the Company is not presently  determinable.
The gross offering proceeds were $200,000. Pursuant to Rule 164-11-1 the Company
was  required to escrow 80% of the net  offering  proceeds  or $140,000  pending
further  compliance  with the  Rule.  The  Company  is  required  to  offer  its
subscribers an opportunity to rescind their  purchases  before such proceeds may
be used. If sufficient subscribers elect to rescind, such that less than $75,000
will remain in the escrow account,  all purchases of the Units will be rescinded
and no shares will be issued.  In such event,  the  Company's  subscribers  will
receive the remaining offering proceeds on a pro-rata basis.

      The Plan of  Operation  of the Company is further  described  in Item 1 of
this Form 10-KSB.

Liquidity and Capital Resources

      Presently, the Company's assets consist solely of a minimal amount of cash
from its initial  capitalization  less amounts  expended for offering  costs and
operations  to date.  As of December 31,  1999,  the Company had total assets of
$233,015 which included $232,937 of restricted cash. Therefore,  the Company had
essentially no usable cash as of December 31, 1999 and is dependent

                                      8

<PAGE>



upon loans and advances from its  management and affiliates to fund its expenses
pending the completion of an merger or acquisition. As of December 31, 1999, the
Company owed  affiliates  $211,531.  As a result of the Company's lack of liquid
and useable capital,  the company's  affiliates have loaned money to the Company
on an as needed basis to fund  professional  fees, filing fees, travel costs and
other  costs of the  Company.  There  can be no  assurance  that  the  Company's
affiliates will continue to loan money to the Company for its expenses.

Results of Operations

      The Company has not commenced any active operations as of the date hereof,
except for its search for suitable acquisition candidates.  The Company's assets
consist  primarily  of  cash,  which  is  on  deposit  in  interest-bearing  and
non-interest  bearing accounts.  The only revenue generated by the Company since
its  inception is interest.  The Company had interest  income of $10,615 for the
year ending December 31, 1999 compared with total interest income of $10,812 for
the year ending  December 31, 1998.  Total expenses for the year ending December
31, 1999, were $30,974 as compared with $32,867 for the year ending December 31,
1998.  The  Company's   expenses  consist   primarily  of  travel  expenses  and
professional fees incurred in connection with proposed acquisitions. The Company
had a net loss of $20,359 for the year ending  December 31, 1999 compared with a
loss of $22,055 for the year ending December 31, 1998.

Inflation

      The Company does not believe that  inflation  will  negatively  impact its
business plans.

ITEM 7.  FINANCIAL STATEMENTS

                         Index to Financial Statements
Financial Statements

      Independent Accountants' Report - March 13, 2000

      Balance Sheet
        December 31, 1999

      Statement of Operations
        Years ended December 31, 1999 and 1998

      Statement of Changes in Stockholders' Deficit
        From Inception January 9, 1988 through December 31, 1999

      Statement of Cash Flows -
        Years ended December 31, 1999 and 1998

      Notes to Financial Statements


                                      9

<PAGE>



Financial Statement Schedules

      All schedules are omitted  because they are not applicable or the required
information is shown in the financial statements or notes thereto.

                                      10

<PAGE>



                         INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
of Nightingale, Inc.


We  have  audited  the  accompanying  balance  sheet  of  Nightingale,  Inc.  (a
development  stage company) as of December 31, 1999, and the related  statements
of operations, stockholders' deficit and cash flows for the years ended December
31,  1999 and  1998  and  cumulative  amounts  from  January  9,  1988  (date of
inception)  through  December  31,  1999.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Nightingale,   Inc.  (a
development  stage  company) as of  December  31,  1999,  and the results of its
operations and its cash flows for the years ended December 31, 1999 and 1998 and
cumulative amounts from January 9, 1988 (date of inception) through December 31,
1999, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  note 2 to the
financial  statements,  the Company has suffered  recurring  losses which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these  matters are also  described  in note 2. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.



Salt Lake City, Utah
March 13, 2000, except for Note 8, which is
dated September 13, 2000

                                      11

<PAGE>


                                                           NIGHTINGALE, INC.
                                              (A Development Stage Company)
                                                              Balance Sheet
                                                          December 31, 1999
------------------------------------------------------------------------------






         Assets

Current assets:
   Cash                                                     $         78
   Restricted cash held in escrow                                232,937
                                                            ------------

            Total current assets                            $    233,015
                                                            ============

------------------------------------------------------------------------

         Liabilities and Stockholders' Deficit

Current liabilities:
   Accounts payable and accrued liabilities                 $      3,719
   Related party payables                                        211,531
   Common stock units subscribed                                 177,017
                                                            ------------

            Total current liabilities                            392,267
                                                            ------------

Commitments                                                            -

Stockholders' deficit:
   Common stock, $.001 par value, 100,000,000 shares
     authorized; 1,000,000 shares issued and outstanding          1,000
   Additional paid-in capital                                    19,600
   Deficit accumulated during the development stage            (179,852)
                                                            ------------

            Total stockholders' deficit                        (159,252)
                                                            ------------

            Total liabilities and stockholders' deficit     $    233,015
                                                            ============





------------------------------------------------------------------------------

See accompanying notes to financial statements.

                                   12

<PAGE>


                                                       NIGHTINGALE, INC.
                                              (A Development Stage Company)
                                                 Statement of Operations
                         Years Ended December 31, and Cumulative Amounts
------------------------------------------------------------------------------






                                                                   Cumulative
                                              1999        1998      Amounts
                                          ------------------------------------

Revenues - interest                       $  10,615     $10,812    $ 97,355

General and administrative expenses          30,974      32,867     277,207
                                         ------------------------------------

   Loss before income taxes                 (20,359)    (22,055)   (179,852)

Income taxes                                   -           -           -
                                         ------------------------------------

   Net loss                               $ (20,359)    (22,055)   (179,852)
                                         ====================================
   Net loss per share -
     basic and di$uted                    $    (.02)    $  (.02)      (.18)

                                         ====================================

   Weighted average shares -              1,000,000   1,000,000   1,000,000
     basic and diluted
                                         ====================================






------------------------------------------------------------------------------
See accompanying notes to financial statements.

                                   13

<PAGE>

                                                              NIGHTINGALE, INC.
                                                  (A Development Stage Company)
                                             Statement of Stockholders' Deficit
                  January 9, 1988 (Date of Inception) Through December 31, 1999
------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        Deficit
                                                                      Accumulated
                                                                        During
                                     Common Stock        Additional      the
                                 ---------------------    Paid-In     Development
                                   Shares     Amount      Capital        Stage        Total
                                 --------------------------------------------------------------
<S>                                <C>       <C>        <C>           <C>            <C>

Balance,
January 9, 1988                       -      $    -     $    -        $    -         $   -


Issuance of common stock for:
  Cash                             995,000       995       19,005          -           20,000
  Services                           5,000         5          595          -              600

Net loss                              -           -          -          (1,534)        (1,534)
                                 --------------------------------------------------------------

Balance,
December 31, 1988                1,000,000     1,000       19,600       (1,534)        19,066

Net loss                              -           -          -          (3,842)        (3,842)
                                 --------------------------------------------------------------

Balance,
December 31, 1989                1,000,000     1,000       19,600       (5,376)        15,224

Net loss                             -            -          -         (10,018)       (10,018)
                                 --------------------------------------------------------------

Balance,
December 31, 1990                1,000,000     1,000       19,600      (15,394)         5,206

Net loss                             -            -          -          (1,494)        (1,494)
                                 --------------------------------------------------------------

Balance,
December 31, 1991                1,000,000     1,000       19,600      (16,888)         3,712

Net loss                             -            -          -         (25,203)       (25,203)
                                 --------------------------------------------------------------

Balance,
December 31, 1992                1,000,000     1,000       19,600      (42,091)       (21,491)

Net loss                             -            -          -         (46,300)       (46,300)
                                 --------------------------------------------------------------

</TABLE>

------------------------------------------------------------------------------
See accompanying notes to financial statements.


<PAGE>


                                                              NIGHTINGALE, INC.
                                                  (A Development Stage Company)
                                             Statement of Stockholders' Deficit
                                                                     Continued
------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        Deficit
                                                                      Accumulated
                                                                        During
                                     Common Stock        Additional      the
                                 ---------------------    Paid-In     Development
                                   Shares     Amount      Capital        Stage        Total
                                 --------------------------------------------------------------
<S>                              <C>           <C>         <C>         <C>          <C>

Balance,
December 31, 1993                1,000,000     1,000       19,600      (88,391)     (67,791)

Net loss                              -          -            -        (18,078)     (18,078)
                                 --------------------------------------------------------------

Balance,
December 31, 1994                1,000,000     1,000       19,600     (106,469)     (85,869)

Net loss                              -          -            -         (8,131)      (8,131)
                                 --------------------------------------------------------------

Balance,
December 31, 1995                1,000,000     1,000       19,600     (114,600)     (94,000)

Net loss                              -          -            -         (8,200)      (8,200)
                                 --------------------------------------------------------------

Balance,
December 31, 1996                1,000,000     1,000       19,600     (122,800)    (102,200)

Net loss                              -          -            -        (14,638)     (14,638)
                                 --------------------------------------------------------------

Balance,
December 31, 1997                1,000,000     1,000       19,600     (137,438)    (116,838)

Net loss                              -          -            -        (22,055)     (22,055)
                                 --------------------------------------------------------------

Balance,
December 31, 1998                1,000,000     1,000       19,600     (159,493)    (138,893)

Net loss                              -          -            -        (20,359)     (20,359)
                                 --------------------------------------------------------------

December 31, 1999                1,000,000   $ 1,000    $  19,600   $ (179,852)  $ (159,252)
                                 ==============================================================

</TABLE>

------------------------------------------------------------------------------
See accompanying notes to financial statements.

                                   14

<PAGE>


                                                              NIGHTINGALE, INC.
                                                  (A Development Stage Company)
                                                       Statement of Cash Flows
                               Years Ended December 31, and Cumulative Amounts
------------------------------------------------------------------------------



                                                                    Cumulative
                                                 1999       1998      Amounts
                                             ---------------------------------
Cash flows from operating activities:
   Net loss                                  $ (20,359)  $ (22,055)  $(179,852)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
      Amortization                                -           -         1,350
      Stock compensation expense                  -           -           600
      Increase in accounts payable
        and accrued liabilities                  2,587         441      3,719
                                             ---------------------------------

            Net cash used in
            operating activities               (17,772)    (21,614)  (174,183)
                                             ---------------------------------

Cash flows from investing activities:
   Increase related party payables              28,450      32,153    211,531
   Increase in restricted cash held in         (10,615)    (10,812)  (232,937)
     escrow
   Increase in organization costs                 -           -        (1,350)
                                             ---------------------------------

       Net cash provided by (used in)           17,835      21,341    (22,756)
            investing activities
                                             ---------------------------------

Cash flows from financing activities:
   Net proceeds from common stock units
     subscribed                                   -           -       177,017
   Proceeds from issuance of common
     stock                                        -           -        20,000
                                             ---------------------------------

            Net cash provided by
            financing activities                  -           -      197,017
                                             ---------------------------------

            Net increase decrease in cash        63         (273)         78

Cash, beginning of period                        15          288           -
                                             ---------------------------------

Cash, end of period                          $   78       $   15    $     78
                                             =================================

------------------------------------------------------------------------------
See accompanying notes to Financial Statements


                                                              NIGHTINGALE, INC.
                                                  (A Development Stage Company)
                                                 Notes to Financial Statements
                                                             December 31, 1999
------------------------------------------------------------------------------


1.  Organization and Summary of Significant Accounting Policies

Organization
The Company was organized on October 8, 1987 to purchase, sell and invest in new
products,  technologies  and  businesses  of any and all  types and  kinds.  The
Company had no operations or activity  until January 9, 1988 (date of inception)
when consideration was paid into the Company in exchange for equity. The Company
has not commenced planned  principal  operations and is considered a development
stage company as defined in SFAS No. 7. Cumulative  amounts  represent  activity
since the date of inception.  The Company has, at the present time, not paid any
dividends and any dividends  that may be paid in the future will depend upon the
financial requirements of the Company and other relevant factors.

Cash and Cash Equivalents
For purposes of the  statement of cash flows,  the Company  considers all highly
liquid  investments  with  a  maturity  of  three  months  or  less  to be  cash
equivalents.

Loss Per Common and Common  Equivalent  Share The  computation of basic earnings
per common share is computed using the weighted  average number of common shares
outstanding during the period.

The  computation  of diluted  earnings per common share is based on the weighted
average  number of shares  outstanding  during  the  period  plus  common  stock
equivalents  which would arise from the  exercise of stock  options and warrants
outstanding  using the treasury  stock  method and the average  market price per
share  during the  period.  Common  stock  equivalents  are not  included in the
diluted earnings per share calculation when their effect is antidilutive.


                                   15

<PAGE>



1.  Organization and Summary of Significant Accounting Policies  (Continued)

Use of Estimates in the Preparation of Financial Statements The preparation
of  financial  statements  in  conformity  with  generally  accepted  accounting
principles requires management to make estimates and assumptions that affect the
reported  amounts of assets and liabilities and disclosure of contingent  assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.

Concentration of Credit Risk
The Company  maintains its cash in bank deposit  accounts which,  at times,  may
exceed federally  insured limits.  The Company has not experienced any losses in
such  account and believes it is not exposed to any  significant  credit risk on
cash and cash equivalents.


2. Going Concern
The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue as a going  concern.  Because of recurring  losses,  the
excess of current  liabilities over current assets,  and stockholders'  deficit,
the  Company's  ability to continue as a going concern is dependent on attaining
future profitable operations,  and obtaining additional financial and/or equity.
The Company is pursuing investment opportunities. There can be no assurance that
they will be successful.



                                   16

<PAGE>



3. Common Stock Units Subscribed and Restricted Cash
The  Company  has closed but not  completed  a public  offering  on Form S-18 in
accordance  with  the  Securities  Act of 1933 of  2,000,000  units.  Each  unit
consists of one share of the Company's common stock, one "A" warrant and one "B"
warrant.  Each "A"  warrant  allows  the  holder  to  purchase  one share of the
Company's  common stock at a price of $.25 per share of common  stock  beginning
thirty days after the close of this offering. Each "B" warrant allows the holder
to purchase one share of the Company's common stock at a price of $.50 per share
beginning thirty days after the close of this offering. During 1998, the Company
extended  the  expiration  date of both the "A"  warrants  and "B"  warrants  to
December 31, 1999.  Under terms of the  offering,  the Company  placed in escrow
$140,000  which  approximated  80% of the net offering  proceeds.  The cash will
remain in escrow  until the Company  can  specifically  allocate  the use of the
proceeds.  At the  time  of the  allocation  of the  proceeds  a  post-effective
amendment  will be  filed.  At the  time of the  post-effective  amendment,  the
investors  in the  common  stock  units must be given  twenty  days to ratify or
rescind their investment.  Investors who choose to rescind their investment will
receive a pro rata  refund of all  offering  proceeds.  However,  should  enough
investors request a refund such that the net tangible asset value of the Company
after the refund would be less than seventy-five  thousand dollars ($75,000) the
Company  shall  make a pro  rata  refund  of all  unused  offering  proceeds  to
investors. The shares were sold for $.10 per share. Subsequent to the year ended
December 31, 1999, the Company received approval for a recision offer related to
these securities (see note 8).


4.  Related Party Transactions
The Company  received  advances from  officers,  stockholders  and entities they
control.  As of December 31, 1999  $147,150  was due to related  parties with no
repayment  terms and interest at 10%.  Accrued  interest due to related  parties
totaled $64,381 at December 31, 1999.



                                   17

<PAGE>




5. Income Taxes
The  difference  between  income  taxes at  statutory  rates for the years ended
December 31, 1999 and 1998 and the amount presented in the financial  statements
is the increase in the tax valuation allowance of approximately  $7,000 for both
years, which offsets the income tax benefit of the net operating loss.

Deferred tax assets consist of the following:

                                      December 31,
                                ------------------------
                                    1999        1998
                                ------------------------

Operating loss carryforward     $  61,000    $ 54,000
Valuation allowance               (61,000)    (54,000)
                                ------------------------

                                $     -      $    -
                                ========================



The Company has net operating loss carryforwards of approximately $180,000 which
begin to expire in 2002. The amount of net operating loss  carryforward that can
be used in any one year will be limited by the  applicable tax laws which are in
effect at the time such carryforward can be utilized and any significant changes
in the ownership of the Company.


6. Supplemental Cash Flow Information

                          December 31,
                     ---------------------- Cumulaitve
                        1999       1998      Amounts
                     ---------------------------------
Actual amounts paid
for:
   Interest          $    -     $     -    $    9,213
                     =================================
   Income taxes      $    -     $     -    $    1,048
                     =================================


7. Fair Value of Financial Instruments
The Company's financial  instruments consist of cash and payables,  the carrying
amount of cash and payables  approximates  fair value because of the  short-term
nature of these items.

8. Subsequent Event

     The Company has been subject to Rule 164-11-1 as  promulgated  by the State
of Utah,  Division of  Securities.  Such Rule deals with blank check  securities
offerings such as the Company's initial public offering. One of the requirements
of Rule 164-11-1 is for the Company to offer a rescission to its public offering
investors  at the time  the  Company  locates  an  acquisition.  Note 3 to these
financial statements further describes the Company's initial public offering and
the  requirements of Rule 164-11-1.  On September 13, 2000, the Utah Division of
Securities  waived the Company's  compliance  with Rule 164-11-1  subject to the
Company's completion of, and compliance with certain agreed upon undertakings by
the Company.  One of such undertakings is to offer the public offering investors
a rescission  prior to the time of an acquisition.  This rescission  would allow
investors  the  opportunity  to be  repaid  their  invested  amount in the units
originally purchased.  If an investor elects not to rescind, such investor would
become a shareholder of the Company and would be afforded dissenting shareholder
rights in connection with any acquisition subsequently effected by the Company.

                                   18

<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

   The Company has not experienced any disagreement with its accountants.


                                PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE
COMPANY; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

   A.  Identification of Directors and Executive Officers

   The  following  individuals  are the current  officers  and  directors of the
Company and will serve for one year or until  their  respective  successors  are
elected and qualified. They are:

        Name             Age   Position

     William Grilz       40    President/Chairman of the
                               Board of Directors

     Michael Hendry      47    Director

     David Knudson       40    Secretary/Treasurer/Director

     William Grilz. Mr. Grilz has been a Secondary School teacher in Ogden, Utah
since 1981. He has been  assistant  marketing  and  promotion  director of Weber
State  College in Ogden,  Utah since  1985.  Mr.  Grilz  earned his  Bachelor of
Science  Degree in Physical  Education from Weber State College in 1981, and his
Master's Degree in Education from Utah State University in 1986. He received his
K-12 Administration Degree in1998 from Utah State University.

     Michael  Hendry.  Mr. Hendry is, and has been since 1979,  the President of
Mountain View Title & Escrow Co., a privately held firm located in Ogden,  Utah.
From 1976 to 1979,  Mr.  Hendry was a title  searcher  and  examiner  at Western
States Title,  located in Salt Lake City,  Utah.  Mr. Hendry earned a Bachelor's
degree from Utah State University where he majored in marketing. He has been the
president  of the Utah Land Title  Association  since 1987.  The Utah Land Title
Association is a title industry non-profit association.

     David Knudson.  Mr. Knudson has worked as a business consultant since 1985.
He earned his B.S. Degree in Finance from Weber State College in 1984 and a B.S.
Degree in  Information  Systems and  Technologies  at Weber State  University in
1996.  He has been an  officer  and  director  of  several  small  publicly-held
"blind-pool" companies. Mr. Knudson

                                   19

<PAGE>



was  also  employed  as an  adjunct  professor  and  from  1992 to 1996 was
employed as a computer information systems consultant at Weber State University.
Mr.  Knudson is an officer and  director  of Pacific  Alliance  Corporation,  an
inactive publicly-held corporation.

     B. Significant Employees and Promoters.  There are no significant employees
of the Company.  Shareholder  Mark A.  Scharmann may be deemed a promoter of the
Company. Mr. Scharmann has been a private investor and business consultant since
1981. Mr.  Scharmann  became involved in the consulting  business  following his
compilation and editing in 1980 of a publication  called Digest of Stocks Listed
on the Intermountain Stock Exchange.  In 1981 he compiled and edited an 800 page
publication  called the OTC Penny  Stock  Digest.  Mr.  Scharmann  has  rendered
consulting   services  to  public  and  private   companies   regarding  reverse
acquisition  transactions and other matters. Mr. Scharmann was vice president of
OTC Communications,  Inc. from March 1984 to January 1987. From 1982 to 1996, he
was the  president  of Royal Oak  Resources  Corporation.  Mr.  Scharmann is the
President of Norvex, Inc., a blank check company. Mr. Scharmann has assisted the
Company in looking for and analyzing potential  acquisitions.  Mr. Scharmann has
been an officer and director of several blind pool companies.  Mr.  Scharmann is
the  President  and a director  of Pacific  Alliance  Corporation,  an  inactive
publicly-held Company.

     C.    Family Relationships. None.

     D.    Other:  Involvement in Certain Legal Proceedings

     There have been no events under any bankruptcy act, no criminal proceedings
and no judgments or  injunctions  material to the  evaluation of the ability and
integrity of any director or executive officer during the past five years.

     E. Compliance with Section 16(a).

     The Company is not subject to Section 16 of the Exchange Act.

ITEM 10.  EXECUTIVE COMPENSATION

     The following table sets forth the aggregate cash  compensation paid by the
Company for services rendered during the last three years to the Company's Chief
Executive Officer.


                                   20

<PAGE>

                          SUMMARY COMPENSATION TABLE

                                Long Term Compensation

                       Annual Compensation      Awards       Payouts
(a)             (b)   (c)    (d)   (e)       (f)      (g)      (h)     (i)
                                   Other                               All
Name and                           Annual    Restrict Option/ LTIP     Other
Principal             ($)    ($)   Compen-   Stock    SAR's   Payouts  Compen-
Position       Year  Salary  Bonus sation($) Awards($) (#)      ($)    sation($)
-------------------------------------------------------------------------------
William Grilz  1999  $500    $ -0-  $ -0-     $ -0-   $ -0--   $ -0-   $ -0-
President, CEO 1998  $1,600  $ -0-  $ -0-     $ -0-   $ -0--   $ -0-   $ -0-
and Chairman   1997  $1,220  $ -0-  $ -0-     $ -0-   $ -0--   $ -0-   $ -0-
-------------------------------------------------------------------------------

      No options,  stock appreciation  rights or long-term incentive plan awards
were  issued or granted to the  Company's  chief  executive  officer  during the
fiscal years ended  December 31, 1999,  1998 and 1997.  As of December 31, 1999,
the end of the Company's  last fiscal year,  the Company's  management  owned no
options or stock appreciation  rights.  Accordingly,  no tables relating to such
items have been included in this Item 10.

      Each  officer  and  director  will be paid a  maximum  of $20 per hour for
actual  hours  devoted to the  Company's  business,  estimated  not to exceed an
aggregate of $5,000 per year for all officers as a group. Officers and directors
will be reimbursed for actual  out-of-pocket  expenses incurred on behalf of the
Company. It is currently  estimated that officer and director  compensation will
not exceed  the rate of $5,000  per year for all  officers  and  directors  as a
group,  until  such time as the  Company  may  require  full or  extensive  time
commitments from any officer or director. Except as noted above, the Company has
no agreement or understanding,  express or implied, with any officer or director
or any other person  regarding  employment with the Company or compensation  for
services. For the year ended December 31, 1999, the Company paid no compensation
to management or outside consultants for services rendered to the Company.

      The Company has no  retirement,  pension,  profit  sharing or insurance or
medical  reimbursement  plans  covering its officers and  directors and does not
contemplate implementing any such plan at this time.

      No advances  have been made or are  contemplated  by the Company to any of
its officers or directors.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      A.  Security Ownership of Certain Beneficial Owners

      The following  persons are known to the Company to be the beneficial owner
of more than 5 percent of the Company's voting stock as of October 1, 2000:


                                   21

<PAGE>



-------------------------------------------------------------------------------
                                        Number of
                                        Shares
    Name                                Owned                 Percent
-------------------------------------------------------------------------------

William Grilz(1)(2)                     125,000               12.50%
2232 Eastwood Blvd.
Ogden, UT  84403
 President/Director

Michael Hendry(1)(2)                    200,000               20.00%
1862 East 1900 North
Layton, UT  84040
 Director

David Knudson (1)(3)                      -0-                   0%
2331 East 1200 North
Layton, UT 84040
 Secretary/Director

Mark Scharmann(2)                       625,000               62.50%
1661 Lakeview Circle
Ogden, UT  84403

A. O. Headman, Jr.(2)                    50,000                5.00%
960 Northcliffe Drive
Salt Lake City, UT 84103

ALL OFFICERS AND DIRECTORS
AS A GROUP (3 INDIVIDUALS)             325,000               32.500%
                                     ----------            -----------

ALL SHAREHOLDERS AS A                1,000,000               100.00%
                                    ===========            ===========
GROUP


     (1) These individuals are the officers and directors of the Company and may
     be deemed  "parents"  and  "promoters"  of the  Company as those  terms are
     defined in the Rules and Regulations  promulgated  under the Securities Act
     of 1933, as amended.

     (2) There are  currently  1,000,000  shares of the  Company's  common stock
     issued and outstanding. In addition to the shares owned by the above-listed
     shareholders,  such  shareholders  each own one Class "A"  Warrant  and one
     Class "B"  Warrant  for each  share of common  stock  owned.  The Class "A"
     Warrants are  exercisable at $.25 per shares and the Class  "B"Warrants are
     exercisable  at $.50  per  share  Although  these  warrants  are  currently
     exercisable,  there  is no  market  for  the  Company's  common  stock  and
     therefore,  there is no current  value to such  Warrants and it is unlikely
     that they will be exercised until and unless there is a public market.


                                   22

<PAGE>



     (3) The  Company has  granted  Mr.  Knudson an option to  purchase  100,000
     shares of the  Company's  common  stock at a price of $.10 per share.  Such
     option expires December 31, 2000.

     All shares are held beneficially and of record and each record  shareholder
has sole voting and investment  power.  The Company sold 2,000,000  Units of its
securities in its public offering.  However, pursuant to Rule 11.1 as adopted by
the Utah Securities Division,  none of such Units have been issued. (See "Item 1
- Business.")

     B. Security Ownership of Management. See Item 11(a) above.

     C. Changes in Control.  No changes in control of the Company are  currently
contemplated,  except as described in Item 1. The Company is seeking  mergers or
acquisitions which, when consummated,  will result in a change of control of the
management  of the  Company  as well as a change in the  voting  control  of the
outstanding securities of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     Since 1993, the Company has borrowed money from Troika Capital  Investment,
Inc. As of December 31, 1999, the amount due Troika Capital Investment, Inc. for
principal and interest was $195,010.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     A.    Exhibits.

     3.1 Certificate of Incorporation - incorporated by reference to Exhibit 3.1
to Registration Statement on Form S-18 (SEC File No. 33-23429-D)

     3.2 Bylaws -  incorporated  by  reference  to Exhibit  3.2 to  Registration
Statement on Form S-18 (SEC File No. 33-23429-D).

     B. Form 8-K. In December  1999 the Company  filed a Form 8-K in  connection
with the extension of the exercise  period of its Class "A" and Class "B" Common
Stock Purchase Warrants to December 31, 2000.


                                   23

<PAGE>


                               SIGNATURES


     In  accordance  with Section 13 or 15(d) of the  Exchange  Act, the Company
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: November 6, 2000

                                         NIGHTINGALE, INC.



                                         By:  /s/ William Grilz
                                         ------------------------------------
                                              William Grilz
                                              Principal Executive Officer
                                              Principal Financial Officer


                                         By   /s/ David Knudson
                                         ------------------------------------
                                              David Knudson
                                              Secretary/Treasurer


     Pursuant to the requirements of the Securities Act of 1934, this Disclosure
Statement has been signed by the following  persons in the capacities and on the
dates indicated:

    Signature                    Title                      Date

/s/ William Grilz
-------------------------        President             November 6, 2000
William Grilz                    and Director


/s/ Michael Hendry
-------------------------        Director              November 6, 2000
Michael Hendry


/s/ David Knudson                Secretary/Treasurer   November 6, 2000
-------------------------        and Director
David Knudson


                                   24