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, 1995

                                       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 .

     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.

     The  Issuer's  revenues  for the fiscal year ending  December 31, 1995 were
$10,142.

     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, 1995, and as of July
2, 1996, 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.

     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.  However,  no cash finder's fee or other  compensation which may be
paid to such persons for services  rendered in bringing  about a transaction  is
subject to future negotiation between the Company, the entity to be acquired and
the finder.

     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  is  required  to  file  a  post-effective  amendment  to  its
Registration  Statement  on file with the  Securities  and  Exchange  Commission
setting forth  current  information  before  soliciting  shareholders  regarding
rights to rescission.

                                       3
<PAGE>


     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,  1995,  a total of $191,442  was held in the Rule
164-11-1 Escrow Account.

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.

     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

                                       4
<PAGE>

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
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.

                                       5
<PAGE>

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, 1995

                                     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, 1995 and  September  30, 1996,  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.

     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

                                       6
<PAGE>

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,  1996.  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,  1995,  the Company had total assets of
$191,782 which included $191,442 of restricted cash. Therefore,  the Company had
essentially  no usable cash as of December 31, 1995 and is dependent  upon loans
and advances from its management and affiliates to fund its expenses pending the
completion of an merger or acquisition.

                                       7
<PAGE>


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 $10,142 for the
year ending  December 31, 1995 compared with total interest income of $6,709 for
the year ending  December 31, 1994.  Total expenses for the year ending December
31, 1995, were $18,273 as compared with $24,787 for the year ending December 31,
1994.  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 $8,131 for the year ending  December 31, 1995  compared with a
loss of $18,078 for the year ending December 31, 1994.

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 - 1995

  Balance Sheet
    December 31, 1995

  Statement of Operations
    Years ended December 31, 1995 and 1994

  Statement of Changes in Stockholders' Deficit
    From Inception January 9, 1988 through December 31, 1995

  Statement of Cash Flows -
    Years ended December 31, 1995 and 1994

  Notes to Financial Statements

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.

                                       8
<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, 1995, and the related  statements
of operations, stockholders' deficit and cash flows for the two years then ended
and cumulative amounts from January 8, 1988 (date of inception) through December
31, 1995.  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,  1995,  and the results of its
operations  and its cash  flows for the two  years  then  ended  and  cumulative
amounts from January 9, 1988 (date of inception)  through  December 31, 1995, in
conformity with generally accepted accounting principles.


                                            Tanner + Company


Salt Lake City, Utah
March 31, 1996

                                       9
<PAGE>

                                NIGHTINGALE, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                                December 31, 1995



          Assets

Current assets:
         Cash                                                         $     340
         Restricted cash held in escrow                                 191,442

            Total current assets                                      $ 191,782


          Liabilities and Stockholders' Deficit

Current liabilities:
         Accounts payable and accrued liabilities                     $  19,706
         Advances from related party                                     89,059
         Common stock units subscribed                                  177,017

            Total current liabilities                                   285,782

Stockholders' deficit:
         Common stock - par value $.001 per
           share.  Authorized 100,000,000
           shares; issued and outstanding
           1,000,000 shares                                               1,000
         Additional paid-in capital                                      19,600
         Deficit accumulated during the
      development stage                                                (114,600)

            Total stockholders' deficit                                 (94,000)

            Total liabilities and stock-
            holders' deficit                                          $ 191,782
See accompanying notes to financial statements.

                                       10
<PAGE>




                                NIGHTINGALE, INC.
                          (A Development Stage Company)

                             Statement of Operations

                                NIGHTINGALE, INC.
                          (A Development Stage Company)

                             Statement of Operations

                     Years Ended December 31, 1995 and 1994
                    and for the Period January 9, 1988 (Date
                     of Inception) Through December 31, 1995


                                                              Cumulative
                                                               Amount
                                                                From
                                      1995     1994           Inception

Revenues - interest                 $10,142    6,709           55,704

Expenses:
    General and administrative
    expenses                         18,273   24,787          170,304

Loss before income taxes            (8,131)  (18,078)        (114,600)

Income taxes                           -        -               -

         Net loss                 $ (8,131)  (18,078)        (114,600)

Loss per share                     $ (.008)    (.018)           (.118)

Weighted average shares         1 ,000,000 1,000,000          970,781

See accompanying notes to financial statements.

                                       11

<PAGE>

                                NIGHTINGALE, INC.
                          (A Development Stage Company)
                       Statement of Stockholders' Deficit
                   Period January 9, 1988 (Date of Inception)
                            Through December 31, 1995

                                                          Deficit
                                                          Accumulated
                             Common Stock     Additional  During the
                      Number of               Paid-in     Development
                       Shares     Par Value   Capital     Stage           Total


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

Common stock
issued for cash
at $.02 per share    20,000           20        380          -           400

Common stock
issued for services
at $.12 per share     5,000            5        595          -           600

Common stock
issued for cash
at $.02 per share   975,000          975     18,625          -        19,600

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)

                                       12
<PAGE>

                                NIGHTINGALE, INC.
                          (A Development Stage Company)

                 Statement of Stockholders' Deficit - Continued


                                                             Deficit
                                                           Accumulated
                             Common Stock    Additional     During the
                      Number of               Paid-in      Development
                       Shares     Par Value   Capital         Stage      Total

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)

See accompanying notes to financial statements.

                                       13
<PAGE>

                                NIGHTINGALE, INC.
                          (A Development Stage Company)
                             Statement of Cash Flows
                     Years Ended December 31, 1995 and 1994
                       and for the Period January 9, 1988
                           (Date of Inception) Through
                                December 31, 1995
                                                                    Cumulative
                                                                     Amounts
                                                                      From
                                             1995        1994      Inception

Cash flows from operating activities:
  Net loss                              $  (8,131)     (18,078)       (114,600)
     Adjustments to reconcile net loss to
      net cash used in operating activities:
    Amortization                                -          270           1,350
    Increase (decrease) in:
    Accounts payable and accrued
     liabilities                            9,780        5,235          19,706

    Net cash provided by (used in)
      operating activities                  1,649     (12,573)        (93,544)

Cash flows from investing activities:
     Increase in restricted cash held
    in escrow                             (10,142)     (6,624)       (191,442)
     Payment of notes receivable -
    related parties                            -          -            74,282
     Increase in notes receivable -
    related parties                            -          -           (74,282)
     Increase in organization costs            -          -            (1,350)

    Net cash used in
    investing activities                 (10,142)      6,624)        (192,792)

                                       14

<PAGE>

                                NIGHTINGALE, INC.
                          (A Development Stage Company)

                       Statement of Cash Flows - Continued

                                                                Cumulative
                                                                Amounts
                                                                From
                                            1995      1994      Inception

Cash flows from financing activities:
    Increase advances from related party    8,401   19,011           89,059
    Proceeds from common stock units
      subscribed                               -       -            200,000
    Increase in offering costs                 -       -            (22,983)
    Proceeds from issuance of common
      stock                                    -       -             20,600

         Net cash provided by
         financing activities               8,401   19,011          286,676

         Net increase (decrease) in cash      (92)    (186)             340

Cash, beginning of period                     432      618                -

Cash, end of period                          $340      432              340

Supplemental disclosure of cash flow information:

    Interest paid                           $  -         -              -

    Income taxes paid                        $357       15             572

See accompanying notes to financial statements.

                                       15

<PAGE>

                                NIGHTINGALE, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements

                                December 31, 1995

(1) Organization

     The Company filed  articles of  incorporation  October 8, 1987 to purchase,
sell and invest in new  products,  technologies  and  businesses  of any and all
types and kinds. However, the Company was not legally organized until January 9,
1988 (date of inception)  when $1,000 of total  consideration  was paid into the
Company.  The Company has not  commenced  planned  principle  operations  and is
considered  a  development  stage  company as defined in SFAS No. 7. 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.

(2) Significant Accounting Principles

    Cash and Cash Equivalents

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

    Organization costs

     Costs relating to the organization of the Company have been capitalized and
are amortized over 60 months on a straight-line method.

    Income (Loss) Per Common Share

     Income (loss) per share of common stock is calculated based on the weighted
average number of shares  outstanding during the period. The stock warrants were
excluded from the calculation since they would be antidilutive.

    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.

                                       16
<PAGE>

    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.

(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 as of September,
1989.  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
1995, the Company  extended the expiration date of both the "A" warrants and "B"
warrants to December 31, 1996.  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.

(4) Related Party Transactions

     The Company has entered into an oral agreement with its president providing
for the use of a portion of his home as a temporary office for the Company until
such time as the Company needs additional  facilities.  The Company will not pay
rent for the use of such facilities.

     The Company received advances from officers, stockholders and entities they
control.  As of December  31, 1995  $89,059 was due to related  parties  with no
repayment  terms and interest at 10%.  Accrued  interest due to related  parties
totaled $18,470 at December 31, 1995.

                                       17
<PAGE>


                                NIGHTINGALE, INC.
                          (A Development Stage Company)

                    Notes to Financial Statements - Continued


(5)      Income Taxes

     The difference  between  income taxes at statutory  rates for 1995 and 1994
and the amount presented in the financial  statements is the increase in the tax
valuation  allowance  of  approximately  $5,000,  which  offsets  the income tax
benefit of the operating loss.

     Deferred tax assets at December 31, 1995 is as follows:

                                                    1995                1994

         Operating loss carry forwards           $ 32,000             30,000
         Valuation allowance                      (32,000)           (30,000)

                                                 $   -                   -

     The Company has net operating loss carry forwards of approximately $115,000
which expire in the years 2002 through 2008.  The amount of net  operating  loss
carry forward that can be used in any one year will be limited by the applicable
tax laws which are in effect at the time such carry  forward can be utilized and
any significant changes in the ownership of the Company.

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

     The Company has not experienced any disagreement with its accountants.

                                       18
<PAGE>


                                    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       37                  President/Chairman of the
                                                  Board of Directors

          Michael Hendry      44                  Director

          David Knudson       36                  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 in1996 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
1995.  He has been an  officer  and  director  of  several  small  publicly-held
"blind-pool" companies. Mr. Knudson is also employed as an adjunct professor and
from 1992 to 1995 was employed as a computer  information  systems consultant at
Weber State University.

     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

                                       19
<PAGE>

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 1995, 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.

    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.



<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
<S>             <C>          <C>         <C>       <C>           <C>            <C>            <C>          <C>
                                    Long Term Compensation

                      Annual Compensation               Awards       Payouts

(a)             (b)         (c)          (d)       (e)          (f)             (g)            (h)          (i)
Name and                                          Other                                                  All Other
Position        Year      Salary        Bonus    sation($)    Stock Award($)    SAR's (#)   Payouts($)  Compensation($)

William Grilz   1995     $1,124    $ -0-          $ -0-       $-0-              -0-            -0-       -0
President, CEO  1994     $-0-      $ -0-          $ -0-       $-0-              -0-            -0-       -0
and Chairman    1993     $580      $ -0-          $ -0-        -0-              -0-            -0-       -0-


</TABLE>



     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, 1995,  1994 and 1993.  As of December 31, 1995,
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

                                       20
<PAGE>

items  have been  included  in this Item 10.  However,  an option  was issued to
another officers/director of the Company. (See Item 11, footnote 2, page 22).

     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,  1995,  the  Company has 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 September 30 1996:


                                         Number of
                                         Shares
     Name                                 Owned         Percent

William Grilz(1)(2)                       125,000       12.50%
2232 Eastwood Blvd.
Ogden, UT  84403
 President/Director
                                       21
<PAGE>
                                        Number of
                                         Shares
     Name                                 Owned         Percent

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.

     (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, 1997.


                                       22
<PAGE>

     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, 1995, the amount due Troika Capital Investment, Inc. for
principal and interest was $107,529.

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  1995 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, 1996.

                                       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.

                                      NIGHTINGALE, INC.


                                      By /s/ William Grilz
                                         William Grilz
                                         Principal Executive Officer


                                      By /s/ David Knudson
                                         David Knudson
                                         Secretary/Treasurer
                                         Principal Financial Officer

Dated: September 30, 1996


     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               September 30, 1996
    William Grilz               and Director


/s/ Michael Hendry              Director                September 30, 1996
    Michael Hendry


/s/ David Knudson               Secretary/Treasurer     September 30, 1996
    David Knudson               and Director


                                      24

[ARTICLE] 5
[LEGEND]
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NIGHTINGALE,
INC'S DECEMBER 31, 1995 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   3-MOS
[FISCAL-YEAR-END]                              DEC-31-1995
[PERIOD-END]                                   SEPT-30-1996
[CASH]                                         340
[SECURITIES]                                     0
[RECEIVABLES]                                    0 
[ALLOWANCES]                                     0 
[INVENTORY]                                      0
[CURRENT-ASSETS]                           191,782
[PP&E]                                           0
[DEPRECIATION]                                   0
[TOTAL-ASSETS]                             191,782
[CURRENT-LIABILITIES]                      285,782
[BONDS]                                          0
[PREFERRED-MANDATORY]                            0
[PREFERRED]                                      0
[COMMON]                                 1,000,000
[OTHER-SE]                                       0
[TOTAL-LIABILITY-AND-EQUITY]               191,782
[SALES]                                          0
[TOTAL-REVENUES]                            10,142
[CGS]                                            0
[TOTAL-COSTS]                               18,273
[OTHER-EXPENSES]                                 0
[LOSS-PROVISION]                            (8,131) 
[INTEREST-EXPENSE]                               0
[INCOME-PRETAX]                                  0
[INCOME-TAX]                                   357
[INCOME-CONTINUING]                              0
[DISCONTINUED]                                   0
[EXTRAORDINARY]                                  0
[CHANGES]                                        0
[NET-INCOME]                                   340
[EPS-PRIMARY]                                 (.00)
[EPS-DILUTED]                                 (.00)
</TABLE>