U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------


                                   FORM 10-KSB/A
                               ------------------


            [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 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. X

     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.

     The only  amendment  made to this  document is with respect to the attached
Exhibit 27, which was erroneously filed in the initial Form 10-KSB.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE



                                                                       


<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


                                        2