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

                                   FORM 10-QSB

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                       For the Quarter Ended June 30, 1996

                         Commission File No. 33-23429-D


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


              Utah                                             87-044988-8      
      (State or other jurisdiction of                      (I.R.S. Employer
      incorporation of organization)                     Identification Number)


                      2232 Eastwood Blvd., Ogden, UT 84403
                    (Address of principal executive offices)

                                 
                                 (801) 479-0742
                Registrant's telephone no., including area code:

                                    No Change
         Former name, former address, and former fiscal year, if changed
                               since last report.


          Common Stock outstanding at June 30, 1996 - 1,000,000 shares
                        of $.001 par value Common Stock.

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934,  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 .


<PAGE>

                                   FORM 10-QSB

                       FINANCIAL STATEMENTS AND SCHEDULES
                                NIGHTINGALE, INC.


                      For the Quarter ended June 30, 1996.


     The following financial  statements and schedules of the registrant and its
consolidated subsidiaries are submitted herewith:


                         PART I - FINANCIAL INFORMATION
                                                                Page of  
                                                              Form 10-QSB

Item 1.  Financial Statements;

       Balance Sheet--June 30, 1996. . . . . . . . . . . . . . .3

       Statements of Operations--for the three months and six
       months ended June 30, 1996 and June 30, 1995. . . . . . .4

       Statements of Cash Flows--for the six months
       ended June 30, 1996 and June 30, 1995 . . . . . . . . . .5

       Notes to Financial Statements . . . . . . . . . . . . . .7

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations . . . . . . . . . . . . . . ..8

                           PART II - OTHER INFORMATION
                                                             Page

Item 1.  Legal Proceedings10

Item 2.  Changes in the Securities                             11

Item 3.  Defaults Upon Senior Securities                       11

Item 4.  Results of Votes of Security Holders                  11

Item 5.  Other Information                                     11

Item 6(a).  Exhibits                                           11

Item 6(a).  Reports on Form 8-K                                11


                              2


<PAGE>

                               NIGHTINGALE, INC.
                          (A Development Stage Company)

                                  Balance Sheet
                                  June 30, 1996
                                   (Unaudited)


    Assets


Current assets:
  Cash                                                        $110
  Restricted cash in escrow                                   196,192

  Total current assets                                        196,302


  Liabilities and Stockholders' (Deficit)

  Current liabilities:
  Accounts payable and accrued liabilities                   $ 24,313
  Advances from related party                                  91,509
  Common stock units subscribed                               177,017

  Total current liabilities                                   292,839

  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                                         (117,137)

  Total stockholders' deficit                                (96,537)

  Total liabilities and
  stockholders' deficit                                     $196,302

See accompanying notes to financial statements.

                                       3
<PAGE>

                                
                                NIGHTINGALE, INC.
                          (A Development Stage Company)

                             Statement of Operations
                                   (Unaudited)

                                                                      Cumulative
                              Three Months Ended     Six Months Ended   Amounts
                                   June 30,             June 30,           From
                               1996         1995     1996      1995   Inception


Revenue - interest              2,368      2,569     4,751    5,565      60,455

General and administrative 
  expenses                      4,434      3,951     7,288    7,855     177,592

Loss before income taxes       (2,066)    (1,382)   (2,537)  (2,290)   (117,137)

Income tax expense                 -         -        -          -         -

Net loss                      $(2,066)    (1,382)   (2,537)  (2,290)   (117,137)

Loss per share                 $(.002)     (.001)    (.003)   (.002)      (.120)

Weighted average number of
  shares outstanding        1,000,000  1,000,000  1,000,000 1,000,000  972,5000


See accompanying notes to financial statements.


                                       4

<PAGE>

                                   
                                NIGHTINGALE, INC.
                          (A Development Stage Company)

                             Statement of Cash Flows
                                   (Unaudited)
  
                                                                    Cumulative
                                                 Six Months Ended     Amounts
                                                    June 30,           From
                                                1995       1995      Inception

Cash flows from operating activities:
   Net loss                                $(2,537)       (2,290)     (117,137)
  Adjustments to reconcile net loss to net
     cash provided by (used in) operating
     activities:
  Amortization                                  -             -          1,350
  Increase in:
    Accounts payable and accrued
     liabilities                             4,607        3,830         24,313

  Net cash
  provided by (used in)
  operating activities                       2,070        1,540       (91,474)


Cash flows from investing activities:
   Increase in notes receivable -
     related parties                            -           -        (74,282)
   Increase in organization costs               -           -         (1,350)
   Payment of notes receivable
     related parties                            -           -         74,282
   Increase in restricted cash in
     escrow                                 (4,750)      (5,065)    (196,192)

  Net cash used in
  investing activities                      (4,750)      (5,065)    (197,542)


                                       4
<PAGE>

                                NIGHTINGALE, INC.
                          (A Development Stage Company)

                       Statement of Cash Flows - Continued
                                   (Unaudited)


                                                                    Cumulative 
                                              Six Months Ended       Amounts
                                                  June 30,             From
                                              1996        1995       Inception 

Cash flows from financing activities:
    Proceeds from common stock units
     subscribed                                -           -            200,000
    Proceeds from issuance of stock            -           -             20,600
    Increase in offering costs                 -           -            (22,983)
    Increase in advances from related 
      party                                    2,450       3,100         91,509

  Net cash provided by
  financing activities                         2,450       3,100        289,126

  Net increase (decrease) in cash               (230)       (425)           110

Cash, beginning of period                        340         432              -

Cash, end of period                             $110           7            110

Supplemental disclosure of cash flow 
  information:
  Interest paid                               $ -           -                 -

  Income taxes paid                           $ -           -               215



See accompanying notes to financial  statements.

                                       6

<PAGE>

                                NIGHTINGALE, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements


(1)  The unaudited  financial  statements  include the accounts of  Nightingale,
     Inc. and include all  adjustments  (consisting of normal  recurring  items)
     which are, in the opinion of  management,  necessary to present  fairly the
     financial  position as of June 30, 1996 and the results of  operations  and
     changes in  financial  position  for the three month and six month  periods
     ended June 30, 1996 and 1995, and cumulative  amounts since inception.  The
     results of  operations  for the three  months and six months ended June 30,
     1996 and 1995 are not necessarily  indicative of the results to be expected
     for the entire year.

(2)  Loss per common  share is based on the  weighted  average  number of shares
     outstanding during the period.


                                       7

<PAGE>


                                   

                                     ITEM 2

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General
    
     The Company was formed for the purpose of investing in any and all types of
assets,  properties and  businesses.  At the time of its formation,  the Company
issued  1,000,000  shares  of its  Common  Stock  to its  initial  shareholders,
together with a 1,000,000  Class "A" Warrants  exercisable at $.25 per share and
1,000,000 Class B Warrants exercisable at $.50 per share. On September 28, 1988,
the United States Securities and Exchange Commission granted  effectiveness to a
Registration  Statement  on Form S-18.  The  Registration  Statement  was for an
offering  of  2,000,000  Units  of  Common  Stock 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  formally  closed on October 6, 1989.  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.

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 was, and is,  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 this offering.

     At the  time  that  the  additional  documentation  concerning  the  use of
proceeds is filed with the Utah  Securities  Division,  Rule 1164-11-1  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 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.  

                                       8

<PAGE>

     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 cost 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 will also be 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.

     A total of 2,000,000 Units of the Company's  securities were subscribed for
and gross offering proceeds were $200,000. Net offering proceeds for purposes of
Rule 11.1 were  $175,000.  Pursuant to Rule  164-11-1,  80% of the net  offering
proceeds,  or  $140,000  was  deposited  into a Rule 11.1  Escrow  Account.  The
escrowed  amount may not be used by the Company until such time as Rule 164-11-1
is complied with.

     Liquidity and Capital  Resources.  Presently,  the Company's assets consist
solely of a minimal amount of cash from its initial  capitalization and from the
sale of stock in its public  offering.  As of June 30,  1996,  the  Company  had
unrestricted  cash of $110  and  restricted  cash in the  Rule  164-11-1  Escrow
Account of $196,192.  As of December 31, 1995, the Company had unrestricted cash
of $340 and escrowed cash of $191,442.  The Company's total liabilities amounted
to $292,839 as of June 30,  1996,  of which  $177,017 was  attributed  to common
stock Units subscribed.  The Company's total liabilities amounted to $285,782 as
of December 31, 1995,  of which  $177,017 was  attributed  to common stock units
subscribed.  The  Company  presently  has no other  resources.  The  Company  is
presently seeking potential acquisitions of private companies,  technologies, or
product  distribution  rights.  Management believes that any acquisition will be
made by issuing shares of the Company's  authorized  but unissued  common stock.
The Company's  liquidity,  capital resources,  and financial  statements will be
significantly  different subsequent to the consummation of any acquisition.  The
Company's  operating  expenses have been covered by advances from  affiliates in
recent months.  However, there can be no assurance that the Company's affiliates
will continue to fund operating costs in the future.

     The Company has been required to borrow funds from its  affiliates in order
to fund  its  general  and  administrative  costs.  As of June  30,  1996,  such
affiliates  had loaned  $115,822 to the Company  which has been used to fund the
Company's legal fees,  accounting fees,  filing fees,  travel expenses and other
administrative costs. The Company must continue to borrow funds in order to fund
its  costs of  operations  until  such  time,  if ever,  it  effects a merger or
acquisition transaction. There can be no assurance that the Company will be able
to borrow  additional  funds from such affiliates or from any other persons.  If
the  Company is not able to borrow  additional  funds as needed,  it will not be
able to fund its costs of operations.

     Results of Operations.  The Company has not commenced any operations except
for the  preliminary  investigation  of potential  acquisitions.  The  Company's
assets,  consisting primarily of cash, is on deposit in various interest bearing
and  non-interest  bearing accounts pending the consummation of any acquisition.
For the three  months  ended June 30,  1996,  the Company had revenues of $2,368
expenses of $4,434 and a net loss of $2,006. For the three months ended June 30,


                                       9
<PAGE>

1995,  the Company had  revenues of $2,569  expenses of $3,951 and a net loss of
$1,382.  For the six months  ended June 30,  1996,  the Company had  revenues of
$4,751  expenses  of $7,288 and a net loss of $2,537.  For the six months  ended
June 30, 1995,  the Company had revenues of $5,565  expenses of $7,855 and a net
loss of  $2,290.  The  Company  will  likely  not have any  revenues  except for
interest  unless  and  until  it is able  to  close  an  acquisition  or  merger
transaction.

                           PART II - OTHER INFORMATION

Item 1.  Legal  Proceedings.  To the best  knowledge  of the  officers  and
directors,  neither the Company nor any of its officers and  directors are party
to any legal  proceeding or  litigation.  The officers and directors  know of no
such litigation being threatened or contemplated.

Item 2.    Changes in the Rights of the Company's Security Holders.  None.

Item 3.    Defaults by the Company on its Senior Securities.  None.

Item 4.    Submission of Matters to Vote of Security Holders.  None.

Item 5.    Other Information.  None.

Item 6(a).    Exhibits.  None.

Item 6(b).    Reports on Form 8-K.  None.

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<PAGE>



                                    SIGNATURE


     In accordance  with the  requirements  of the Exchange Act, the Company has
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


Dated: October 3, 1996                  NIGHTINGALE, INC.



                                  By /s/ William Grilz                         
                                     William Grilz
                                     President
                                     Principal Financial Officer
                                     Principal Executive Officer



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