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, 2001

                                         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 X 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, 2001 were
$9,333.

     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,  2001,  and as of
April 4, 2002, 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 $140,000 was  deposited  into the Company's
Escrow  Account.  The offering was  registered for sale in the State of Utah and
therefore,  the Company was 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.  Pursuant to our request,
the Utah Securities  Division agreed to waive the  requirements of Rule 164-11-1
insofar  as they  relate to the  Nightingale,  subject  to our  compliance  with
certain  conditions.  (see "Rule 164-11-1 As Promulgated by the Utah  Securities
Division").

     The Company is no longer subject to the  restriction of Rule 164-11-1,  but
it is required to comply with its agreement with 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

                                      2

<PAGE>



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.

     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, a
company subject to the Rule is required to 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.


                                      3

<PAGE>



     The  Company  received  a gross 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.

     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 agreed to
take certain actions.

     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 certain  actions.  Our request for a waiver of Rule  164-11-1 was
granted by the Utah Securities  Division  subject to our compliance with certain
procedures.  In lieu of  complying  with  Rule  164-11-1,  we agreed to take the
following action:

     1.   On October  10, 2000 we filed a Form 8-K with the SEC  describing  the
          course of action set forth below.

     2.   We offered a rescission to each of our Subscribers.

     3.   We agreed to repay the  investment  of any  Subscriber  who elected to
          rescind his or her purchase of Units.  One investor elected to rescind
          and we paid such  investor  a total of  approximately  $16,050,  which
          included  his initial  investment  of $10,000 and  interest of $6,050.
          Such investor now has no interest in the Company.

     4.   All  Subscribers  electing not to rescind,  were issued  shares of our
          common stock and certificates  for common stock purchase  warrants and
          now have no  subsequent  rights to rescind.  We have issued a total of
          2,900,000 shares to subscribers.

     5.   All funds held in the escrow  account,  after the  payment of funds to
          rescinding  investor,  was  delivered  to us for our  use for  general
          corporate purposes.

     6.   At such time as we locate an acquisition transaction,  we will prepare
          and distribute to our stockholders,  a proxy statement  describing the
          proposed acquisition  transaction.  Although we are not subject to the
          SEC  Proxy  Rules,  we  will  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  our
          shareholders will be granted dissenting shareholder 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  ($.10 per
          share).  Accordingly,  Subscribers  have two  opportunities to receive
          back their investment,  (1) the rescission offer, and (2) the exercise
          of dissenting  shareholder  rights at the time  shareholders vote on a
          Potential Business Acquisition.


                                      4

<PAGE>



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

     9.   Prior to the  completion of an  acquisition,  no public market for our
          common stock will be developed through our efforts.

     10.  We will,  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.

     The rescission  offering was completed in January,  2002 and the funds were
removed from the Escrow account in January, 2002.

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
decision is made not to  participate  in a specific  business  opportunity,  the

                                       6
<PAGE>

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, 2001.

                                    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.  We have agreed with the Utah Securities Division that no market for
our common  stock would be  commenced  until we have  completed  an  acquisition
transaction.

     Holders.  The number of record holders of the Company's  common stock as of
December 31, 2001 was 4 and of April 12, 2002, was 44. 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.
According shares were not issued until the rescission was completed in February,
2002.


                                      7

<PAGE>



     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
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,  2002.  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.  Pursuant  to an  agreement  with the Utah
Securities Division, the Company has offered a rescission to its subscribers and
has terminated its Rule 164-11-1 Escrow.

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

Liquidity and Capital Resources

     As of December 31, 2001,  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, 2001, the Company had

                                       8
<PAGE>

total assets of $257,855 which included $256,287 of restricted cash.  Therefore,
the  Company  had  essentially  no usable  cash as of  December  31, 2001 and is
dependent upon loans and advances from its management and affiliates to fund its
expenses pending the completion of an merger or acquisition.  As of December 31,
2001, the Company owed affiliates $321,589. As a result of the Company's lack of
liquid and useable  capital,  the company's  affiliates have loaned money to the
Company on an as needed basis to fund  professional  fees,  filing fees,  travel
costs  and  other  costs of the  Company.  There  can be no  assurance  that the
Company's  affiliates  will  continue  to  loan  money  to the  Company  for its
expenses.

     Subsequent to December 31, 2001,  the Rule 164-11-1  Escrow was  terminated
and the net funds remaining after the completion of the rescission was delivered
to the Company from the Rule 164-11-1 Escrow.

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 $9,333 for the
year ending December 31, 2001 compared with total interest income of $14,027 for
the year ending  December 31, 2000.  Total expenses for the year ending December
31, 2001, were $68,917as  compared with $49,709 for the year ending December 31,
2000.  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 $59,584 for the year ending  December 31, 2001 compared with a
loss of $35,682 for the year ending December 31, 2000.

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 20, 2001

      Balance Sheet
        December 31, 2001

      Statement of Operations
        Years ended December 31, 2001 and 2000

      Statement of Stockholders' Deficit
        From Inception January 9, 1988 through December 31, 2001

                                      9

<PAGE>



      Statement of Cash Flows -
        Years ended December 31, 2001 and 2000

      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.

                                      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, 2001, and the related  statements
of operations, stockholders' deficit and cash flows for the years ended December
31,  2001 and  2000  and  cumulative  amounts  from  January  9,  1988  (date of
inception)  through  December  31,  2001.  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 auditing standards generally accepted
in the  United  States of  America.  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,  2001,  and the results of its
operations and its cash flows for the years ended December 31, 2001 and 2000 and
cumulative  amounts from inception,  in conformity  with  accounting  principles
generally accepted in the United States of America.

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 20, 2002




                                       11

<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

                                                                   Balance Sheet

                                                               December 31, 2001
--------------------------------------------------------------------------------




         Assets

Current assets:
   Cash                                                     $       1,568
   Restricted cash held in escrow                                 256,287
                                                            -------------

            Total assets                                    $     257,855
                                                            =============

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

         Liabilities and Stockholders' Deficit

Current liabilities:
   Accounts payable and accrued liabilities                 $      13,767
   Related party payables                                         321,589
   Common stock units subscribed                                  177,017
                                                            -------------

            Total current liabilities                             512,373
                                                            -------------

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              (275,118)
                                                            -------------

            Total stockholders' deficit                          (254,518)
                                                            -------------

            Total liabilities and stockholders' deficit     $     257,855
                                                            =============







See accompanying notes to financial statements
                                   12

<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

                                                         Statement of Operations

                  Years Ended December 31, 2001 and 2000, and Cumulative Amounts
--------------------------------------------------------------------------------


                                                              Cumulative
                                         2001        2000      Amounts
                                     ------------------------------------

Revenues - interest                  $      9,333 $    14,027 $   120,715

General and administrative expenses        68,917      49,709     395,833
                                     ------------------------------------

   Loss before income taxes               (59,584)    (35,682)   (275,118)

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

   Net loss                          $    (59,584)$   (35,682)$  (275,118)
                                     ------------------------------------

   Net loss per share - basic and diluted    (.06)       (.04)       (.28)
                                     ------------------------------------

   Weighted average shares -            1,000,000   1,000,000     983,000
     basic and diluted               ------------------------------------







See accompanying notes to financial statements
                                   13

<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

                                              Statement of Stockholders' Deficit

                   January 9, 1988 (Date of Inception) Through December 31, 2001
--------------------------------------------------------------------------------

                                                             Deficit
                                                            Accumulated
                                  Common Stock   Additional During the
                               -----------------   Paid-In  Development
                                 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)
                               -------------------------------------------------


See accompanying notes to financial statements
                                   14

<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

                                              Statement of Stockholders' Deficit
                                                                       Continued

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

                                                             Deficit
                                                            Accumulated
                                  Common Stock   Additional During the
                               -----------------   Paid-In  Development
                                 Shares  Amount    Capital    Stage      Total
                               -------------------------------------------------


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

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

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

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

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

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

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

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

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

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

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

Net loss                               -        -         -   (59,584)  (59,584)
                               -------------------------------------------------

December 31, 2001              1,000,000 $  1,000 $  19,600 $(275,118)$(254,518)
                               -------------------------------------------------


See accompanying notes to financial statements
                                   15

<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

                                                         Statement of Cash Flows

                   Years Ended December 31, 2001 and 2000 and Cumulative Amounts
--------------------------------------------------------------------------------

                                                                     Cumulative
                                                  2001       2000     Amounts
                                               ---------------------------------
Cash flows from operating activities:
   Net loss                                    $  (59,584)$  (35,682)$ (275,118)
   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                     4,915      5,133     13,767
                                               ---------------------------------

            Net cash used in
            operating activities                  (54,669)   (30,549)  (259,401)
                                               ---------------------------------

Cash flows from investing activities:
   Increase in restricted cash held in escrow      (9,323)   (14,027)  (256,287)
   Increase in organization costs                       -          -     (1,350)
                                               ---------------------------------

            Net cash used in
            investing activities                   (9,323)   (14,027)  (257,637)
                                               ---------------------------------

Cash flows from financing activities:
   Increase related party payables                 65,177     44,881    321,589
   Net proceeds from common stock units
     subscribed                                         -          -    177,017
   Proceeds from issuance of common stock               -          -     20,000
                                               ---------------------------------

            Net cash provided by
            financing activities                   65,177     44,881    518,606
                                               ---------------------------------

            Net increase in cash                    1,185        305      1,568

Cash, beginning of period                             383         78          -
                                               ---------------------------------

Cash, end of period                            $    1,568 $      383 $    1,568
                                               =================================





See accompanying notes to financial statements
                                   16

<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements

                                                               December 31, 2001
--------------------------------------------------------------------------------




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

                  Use of Estimates in the Preparation of Financial Statements
                  The preparation of financial statements in conformity with
                  accounting principles generally accepted in the United States
                  of America 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.





                                   17

<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)


1. Organization     Concentration of Credit Risk
   and Summary      The Company maintains its cash in bank deposit accounts
   of Significant   which, at times, may exceed federally insured limits.  The
   Accounting       Company has not experienced any losses in such account and
   Policies         believes it is not exposed to any significant credit risk on
   Continued        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  a  stockholders'
                    deficit,  the  Company's  ability  to  continue  as a  going
                    concern  is  dependent  on   attaining   future   profitable
                    operations,   and  obtaining   additional  financing  and/or
                    equity.  The Company is pursuing  investment  opportunities.
                    There can be no assurance that they will be successful.


3. Common           The Company has closed but not completed a public offering
   Stock Units      on Form S-18 in accordance with the Securities Act of 1933
   Subscribed       of 2,000,000 units. Each unit consists of one share of the
   and              Company's common stock, one "A" warrants and one "B"
   Restricted       warrants. Each "A" warrant allows the holderto purchase one
   Cash             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  2001,  the  Company  extended  the
                    expiration date of both the "A" warrants and "B" warrants to
                    December 31, 2002. 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.

                                   18

<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)


3. Common           The Company has been subject to Rule 164-11-1 as promulgated
   Stock Units      by the State of Utah, Division of Securities.  Such Rule
   Subscribed       deals with blank check securities offerings such as the
   and              Company's initial public offering. One of the requirements
   Restricted       of Rule 164-11-1 is for the Company to offera rescission to
   Cash             its public offering investors at the time the Company
   Continued        locates an acquisition.  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.  This  rescission  would  allow  investors  the
                    opportunity to be repaid their invested  amount in the units
                    originally purchased.  If an investor elects not to rescind,
                    such investor  would become a shareholder of the Company and
                    would  be   afforded   dissenting   shareholder   rights  in
                    connection with any acquisition subsequently effected by the
                    Company.

                    The Company commenced a Ratification/Rescission  Offering on
                    November 2, 2001 which was completed during January, 2002.

4. Related Party    The Company received advances from officers, stockholders
   Transactions     and entities they control.  As of December 31, 2001 $221,300
                    was due to  related  parties  with no  repayment  terms  and
                    interest at 10%.  Accrued  interest  due to related  parties
                    totaled $100,289 at December 31, 2001.

5. Income           The difference between income taxes at statutory rates for
   Taxes            the years ended December 31, 2001 and 2000 and the amount
                    presented in the financial statements is the increase in the
                    tax valuation allowance of approximately $20,000 and $10,000
                    for 2001 and 2000,  respectivley,  which  offsets the income
                    tax benefit of the net operating loss.

                                   19

<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)


5. Income           Deferred tax assets consist of the following:
   Taxes
   Continued                                                  December 31,
                                                           2001         2000
                                                       ------------------------

                     Operating loss carryforwards      $   95,000    $   75,000
                     Valuation allowance                  (95,000)      (75,000)
                                                       ------------------------

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

                    The  Company  has  net  operating  loss   carryforwards   of
                    approximately  $275,000,  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,
   Cash Flow                                    --------------------  Cumulative
   Information                                     2001       2000      Amounts
                                                --------------------------------
       Actual amounts paid for:
                      Interest                  $      -   $      -   $   9,213
                                                ================================

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

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

8. Subsequent       A Ratification/Rescission  Offering commenced on November 2,
   Event            2001 and  terminated  on January 23,  2002. A total of 41 of
                    the 42 investors  elected to ratify their  investment in the
                    Company.  One of the 42 investors  elected to rescind  their
                    investment  in  the  Company  and  will  be  refunded  their
                    invested amount. (See note 3.)


                                   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       42                         President/Chairman of the
                                               Board of Directors

Michael Hendry      49                         Director

David Knudson       42                         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

                                       21
<PAGE>

"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
at Weber State  University.  Mr.  Knudson is an officer and  director of Pacific
Alliance Corporation, an inactive publicly-held corporation.

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

     C. Family Relationships. None.

     D. Other: Involvement in Certain Legal Proceedings

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

     E. Compliance with Section 16(a).

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

ITEM 10.  EXECUTIVE COMPENSATION

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


                                   22

<PAGE>





                          SUMMARY COMPENSATION TABLE

<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)
                                     Other                                All
Name and                             Annual    Restrict  Option/ LTIP     Other
Principal           ($)       ($)    Compen-   Stock     SAR's   Payouts  Compensa-
Position       Year Salary    Bonus  sation($) Awards($) (#)     ($)      tion ($)
-----------------------------------------------------------------------------------
William Grilz  2000  $ 800    $ -0-  $ -0-     $ -0-     $ -0-   $ -0-    $ -0-
President, CEO 1999  $ 500    $ -0-  $ -0-     $ -0-     $ -0-   $ -0-    $ -0-
and Chairman   1998  $ 1,620  $ -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, 2001,  2000 and 1999.  As of December 31, 2001,
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, 2001, 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, 2002:


                                 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%
11672 Oak Manor Drive
Sandy UT 84092

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

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




                                   24

<PAGE>



     (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, 2002.

     All shares are held beneficially and of record and each record  shareholder
has sole voting and investment  power.  The Company has completed its rescission
offering and it will, in the near future,  issue 1,900,000  shares of its common
stock to the subscribers who elected not to rescind their subscriptions.

     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, 2001, the amount due Troika Capital Investment, Inc. for
principal and interest was $321,589. In 2002, we paid $72,500 to Troika from our
funds which had previously been escrowed.

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).

                                   25

<PAGE>



     B. Form 8-K. In December  2001 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, 2002.





                                   26

<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: April 15, 2002.

                                         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             April 15, 2002
-----------------
William Grilz                       and Director


/s/ Michael Hendry                  Director              April 15, 2002
------------------
Michael Hendry


/s/ David Knudson                   Secretary/Treasurer   April 15, 2002
-----------------                     and Director
David Knudson




                                   27