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, 2000

                                         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.                     84403
                  Ogden, Utah 84403                  ------------
                ----------------------                (Zip Code)
      (Address of principal executive offices)

        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, 2000 were
$14,027.

     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, 2000, and as of May
31, 2001, is 1,000,000 shares.

                     DOCUMENTS INCORPORATED BY REFERENCE:  NONE







<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,  2000,  a total of $246,964  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 and others. If a

                                      6

<PAGE>



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, 2000

                                    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, 2000 and April 4, 2001,  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,  2001.  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,  2000,  the Company had total assets of
$247,347 which included $246,964 of restricted cash. Therefore,  the Company had
essentially no usable cash as of December 31, 2000 and is dependent upon loans

                                      8

<PAGE>



and advances from its management and affiliates to fund its expenses pending the
completion of a merger or acquisition. As of December 31, 2000, the Company owed
affiliates  $256,412.  As a result of the  Company's  lack of liquid  and usable
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 $14,027 for the
year ending December 31, 2000 compared with total interest income of $10,615 for
the year ending  December 31, 1999.  Total expenses for the year ending December
31, 2000, were $49,709 as compared with $30,974 for the year ending December 31,
1999.  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 $35,682 for the year ending  December 31, 2000 compared with a
loss of $20,359 for the year ending December 31, 1999.

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 22, 2001

      Balance Sheet
        December 31, 2000

      Statement of Operations and Cumulative Amounts
        Years ended December 31, 2000 and 1999

      Statement of Changes in Stockholders' Deficit
        From Inception January 9, 1988 through December 31, 2000

      Statement of Cash Flows and Cumulative Amounts
        Years ended December 31, 2000 and 1999

      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, 2000, and the related  statements
of operations, stockholders' deficit and cash flows for the years ended December
31,  2000 and  1998  and  cumulative  amounts  from  January  9,  1988  (date of
inception)  through  December  31,  2000.  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,  2000,  and the results of its
operations and its cash flows for the years ended December 31, 2000 and 1999 and
cumulative  amounts from inception through December 31, 2000, 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.




Tanner + Co.
Salt Lake City, Utah
March 22, 2001

                                      11

<PAGE>


                                                       NIGHTINGALE, INC.
                                           (A Development Stage Company)

                                                           Balance Sheet

                                                       December 31, 2000
------------------------------------------------------------------------






         Assets

Current assets:
   Cash                                                     $        383
   Restricted cash held in escrow                                246,964
                                                            ------------

            Total current assets                            $    247,347
                                                            ------------

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

         Liabilities and Stockholders' Deficit

Current liabilities:
   Accounts payable and accrued liabilities                 $      8,852
   Related party payables                                        256,412
   Common stock units subscribed                                 177,017
                                                            ------------

            Total current liabilities                            442,281
                                                            ------------

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             (215,534)
                                                            ------------

            Total stockholders' deficit                         (194,934)
                                                            ------------

            Total liabilities and stockholders' deficit     $    247,347
                                                            ------------





--------------------------------------------------------------------------------
See accompanying notes to financial statements.
                                   12

<PAGE>


                                                       NIGHTINGALE, INC.
                                           (A Development Stage Company)

                                                 Statement of Operations

           Years Ended December 31, 2000 and 1999 and Cumulative Amounts
------------------------------------------------------------------------






                                                              Cumulative
                                        2000        1999        Amounts
                                    ------------------------------------

Revenues - interest                 $     14,027  $   10,615  $  111,382

General and administrative expenses       49,709      30,974     326,916
                                    ------------------------------------

   Loss before income taxes              (35,682)    (20,359)   (215,534)

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

   Net loss                         $    (35,682) $  (20,359) $ (215,534)
                                    ------------------------------------

   Net loss per share - basic
      and diluted                   $       (.04) $     (.02) $     (.22)
                                    ------------------------------------

      Weighted average shares -
         basic and diluted             1,000,000   1,000,000     981,000
                                    ------------------------------------






--------------------------------------------------------------------------------
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, 2000
--------------------------------------------------------------------------------


                                                              Deficit
                                                            Accumulated
                                                 Additional  During the
                                Common Stock      Paid-In    Develop-
                                                               ment
                             ------------------
                               Shares    Amount    Capital     Stage      Total
                             ---------------------------------------------------
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)
                            ----------------------------------------------------


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)
                            ----------------------------------------------------

--------------------------------------------------------------------------------
See accompanying notes to financial statements.
                                   14

<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)


                                              Statement of Stockholders' Deficit
                                                                       Continued
--------------------------------------------------------------------------------


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

Net loss                            -        -          -    (35,682)   (35,682)
                            ----------------------------------------------------

December 31, 2000           1,000,000  $ 1,000  $  19,600   (215,534) $(194,934)
                            ----------------------------------------------------


--------------------------------------------------------------------------------
See accompanying notes to financial statements.
                                   15

<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

                                                         Statement of Cash Flows
                   Years Ended December 31, 2000 and 1999 and Cumulative Amounts
--------------------------------------------------------------------------------



                                                                     Cumulative
                                                  2000       1999      Amounts
                                               ---------------------------------
Cash flows from operating activities:
   Net loss                                    $ (35,682) $ (20,259) $ (215,534)
   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                    5,133      2,587       8,852
                                               ---------------------------------

            Net cash used in
            operating activities                 (30,549)   (17,772)   (204,732)
                                               ---------------------------------

Cash flows from investing activities:
   Increase in restricted cash held in           (14,027)   (10,615)   (246,964)
      escrow
   Increase in organization costs                      -          -      (1,350)
                                               ---------------------------------

         Net cash used in
         investing activities                    (14,027)   (10,615)   (248,314)
                                               ---------------------------------

Cash flows from financing activities:
       Increase related party payables            44,881     28,450     256,412
   Net proceeds from common stock units
     subscribed                                        -          -     177,017
   Proceeds from issuance of common stock              -          -      20,000
                                               ---------------------------------

            Net cash provided by
            financing activities                  44,881     28,450     453,429
                                               ---------------------------------

            Net increase decrease in cash            305         63         383

Cash, beginning of period                             78         15           -
                                               ---------------------------------

Cash, end of period                            $     383  $      78  $      383
                                               ---------------------------------




                                   16

<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements

                                                               December 31, 2000
--------------------------------------------------------------------------------


1. Organization  Organization
   and           The Company was organized on October 8, 1987 to purchase, sell
   Summary of    and invest in new products, technologies and businesses of any
   Significant   and all types and kinds. The Company had no operations or
   Accounting    activity until January 9, 1988 (date of inception) when
   Policies      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.


                                   17

<PAGE>



1. Organization  Use of Estimates in the Preparation of Financial Statements
   and           The preparation of financial statements in conformity with
   Summary of    generally accepted accounting principles requires management
   Significant   to make estimates and assumptions that affect the reported
   Accounting    amounts of assets and liabilities and disclosure of contingent
   Policies      assets and liabilities at the date of the financial statements
   (Continued)   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         The accompanying financial statements have been prepared
   Concern       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.



                                   18

<PAGE>



3. Common        The Company has closed but not completed a public offering on
   Stock Units   Form S-18 in accordance with the Securities Act of 1933 of
   Subscribed    2,000,000 units. Each unit consists of one share of the
   and           Company's common stock, one "A" warrant and one "B" warrant.
   Restricted    Each "A" warrant allows the holder to purchase one share of the
   Cash          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, 2000. 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.

                 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 acquisition. The 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


                                   19

<PAGE>



                 would be afforded dissenting shareholder rights in connection
                 with any acquisition subsequently effected by the Company.

4. Related       The Company received advances from officers, stockholders and
   Party         entities they control. As of December 31, 2000 $176,650 was due
   Transactions  to related parties with no repayment terms and interest at 10%.
                 Accrued interest due to related parties totaled $80,762 at
                 December 31, 2000.

5. Income        The difference between income taxes at statutory rates for the
   Taxes         years ended December 31, 2000 and 1999 and the amount presented
                 in the financial statements is the increase in the tax
                 valuation allowance of approximately $14,000 for both years,
                 which offsets the income tax benefit of the net operating loss.


                 Deferred tax assets consist of the following:


                                                               December 31,
                                                        ------------------------
                                                            2000        1999
                                                        ------------------------

                   Operating loss carryforwards         $    75,000 $    61,000
                   Valuation allowance                      (75,000)    (61,000)
                                                        ------------------------

                                                        $      -    $      -
                                                        ------------------------


                 The Company has net operating loss carryforwards of
                 approximately $229,000 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                                      December 31,     Cumulative
   Cash Flow                                   ----------------------
   Information                                     2000       1999      Amounts
                                               ---------------------------------
                          Actual amounts paid
                            Interest           $     -    $     -    $    9,213
                                               ---------------------------------

                            Income taxes       $     -    $     -    $    1,048
                                               ---------------------------------

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






                                   20

<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       41                         President/Chairman of the
                                               Board of Directors

Michael Hendry      48                         Director

David Knudson       41                         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 was also employed as an adjunct  professor
and from 1992 to 1996 was employed as a computer information systems consultant

                                   21

<PAGE>



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.



                                   22

<PAGE>



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.


                          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 Compensa-
Position     Year  Salary   Bonus  sation($) Awards($)  (#)      ($)   tion ($)
--------------------------------------------------------------------------------
William      2000  $ -0-    $ -0-  $ -0-     $ -0-     $ -0-   $ -0-   $ -0-
Grilz        1999  $ 500    $ -0-  $ -0-     $ -0-     $ -0-   $ -0-   $ -0-
President,   1998  $ 1,620  $ -0-  $ -0-     $ -0-     $ -0-   $ -0-   $ -0-
CEO and
Chairman



     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, 2000,  1999 and 1998.  As of December 31, 2000,
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, 2000, 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.


                                   23

<PAGE>



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 April 4, 2001:


                                 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 GROUP     1,000,000        100.00%
                                =========        =======



     (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.


                                   24

<PAGE>



     (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.

     (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, 2001.

     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, 2000, the amount due Troika Capital Investment, Inc. for
principal and interest was $256,412.23.

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 2000 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, 2001.


                                   25

<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: June 6, 2001.

                                         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           June 6, 2001
--------------------------------
William Grilz                       and Director


/s/ Michael Hendry                  Director            June 6, 2001
-----------------------------
Michael Hendry


/s/ David Knudson                   Secretary/Treasurer June 6, 2001
-----------------------------
David Knudson                          and Director



                                   26