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

                                  FORM 10-QSB/A

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

                   For the Quarter Ended September 30, 2001

                        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 November 14, 2001 - 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 .


                                        1

<PAGE>



                                   FORM 10-QSB/A

                      FINANCIAL STATEMENTS AND SCHEDULES
                               NIGHTINGALE, INC.

                   For the Quarter ended September 30, 2001.

      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/A
Item 1.   Financial Statements

          Balance Sheet--September 30, 2001..................................3

          Statements of Operations--for the three months and nine months
          months ended September 30, 2001 and 2000 and cumulative amounts
          since inception....................................................4

          Statements of Cash Flows--for the nine months
          ended September 30, 2001 and 2000 and cumulative amounts since
          inception........................................................5-6

          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 Proceedings                                                 12
Item 2.   Changes in the Securities                                         12
Item 3.   Defaults Upon Senior Securities                                   12
Item 4.   Results of Votes of Security Holders                              12
Item 5.   Other Information                                                 12
Item 6(a).Exhibits                                                          12
Item 6(b).Reports on Form 8-K                                               12


                                        2

<PAGE>



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

                                                              September 30, 2001
                                                                     (Unaudited)
--------------------------------------------------------------------------------





               Assets

Current assets:
     Cash                                                   $         27
     Restricted cash in escrow                                   254,991
                                                            ------------

             Total assets                                   $    255,018
                                                            ------------


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

               Liabilities and Stockholders' Deficit

Current liabilities:
     Accounts payable and accrued liabilities               $      8,852
     Advances from related party                                 296,596
     Common stock units subscribed                               177,017
                                                            ------------

             Total current liabilities                           482,465
                                                            ============

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           (248,047)
                                                            ------------

             Total stockholders' deficit                        (227,447)
                                                            ------------

             Total liabilities and stockholders' deficit    $    255,018
                                                            ============






                                        3

<PAGE>


                                                               NIGHTINGALE, INC.
                                                 (A Development Stage Company)

                                                         Statement of Operations
                                                                     (Unaudited)
--------------------------------------------------------------------------------


                                  Three Months        Nine Months    Cumulative
                                      Ended              Ended        Amounts
                                  September 30,      September 30,      From
                              ---------------------------------------
                                  2001     2000      2001      2000   Inception
                              --------------------------------------------------

Revenue - interest            $   2,338 $   3,724 $   8,026 $  10,263 $ 119,408

Expenses:
  General and administrative
  expenses                       12,928    10,546    40,539    33,743   367,455
                              --------------------------------------------------

    Loss before income taxes    (10,590)   (6,822)  (32,513)  (23,480) (248,047)

Income tax expense                    -         -         -         -         -
                              --------------------------------------------------

    Net loss                  $ (10,590)$  (6,822)$ (32,513)$ (23,480)$(248,047)
                              --------------------------------------------------

Net loss per share - basic
and diluted                   $    (.01)$    (.01)$    (.03)$    (.02)$    (.25)
                              --------------------------------------------------

Weighted average number of
shares outstanding            1,000,000 1,000,000 1,000,000 1,000,000 1,000,000
                              --------------------------------------------------




                                        4

<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

                                                         Statement of Cash Flows
                                                                     (Unaudited)
--------------------------------------------------------------------------------

                                                                      Cumulative
                                                  Nine Months Ended    Amounts
                                                    September 30,        From
                                               ----------------------
                                                   2001      2000      Inception
                                               ---------------------------------
Cash flows from operating activities:
     Net loss                                  $ (32,513) $ (23,480) $ (248,047)
     Adjustments to reconcile net loss to net
       cash used in operating activities:
          Amortization                                 -          -       1,350
          Stock option expense                         -          -         600
                                               ---------------------------------
          Increase in - accounts payable and
            accrued  liabilities                       -          -       8,852
                                               ---------------------------------

            Net cash used in
            operating activities                 (32,513)   (23,480)   (237,245)
                                               ---------------------------------

Cash flows from investing activities:
     Increase in organization costs                    -    (10,263)     (1,350)
     Increase in restricted cash in escrow        (8,027)         -    (254,991)
                                               ---------------------------------

           Net cash used in
           investing activities                   (8,027)   (10,263)   (256,341)
                                               ---------------------------------

Cash flows from financing activities:
     Proceeds from common stock units
       subscribed                                      -          -     200,000
     Proceeds from issuance of stock                   -          -      20,000
     Increase in offering costs                        -          -     (22,983)
     Increase (decrease) in advances from
       related party                              40,184     33,910     296,596
                                              ----------------------------------

           Net cash provided by
           financing activities                   40,184     33,910     493,613
                                               ---------------------------------

           Net increase (decrease) in cash          (356)       167          27

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

Cash, end of period                            $      27  $     245 $        27
                                               ---------------------------------

                                       5
<PAGE>

                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

                                                         Statement of Cash Flows
                                                                     (Unaudited)
                                                                       Continued
--------------------------------------------------------------------------------


                                                                    Cumulative
                                              Nine Months Ended      Amounts
                                                September 30,          From
                                           ------------------------
                                               2001        2000     Inception
                                           ------------------------------------
Supplemental disclosure of cash flow
information:

            Interest paid                  $        -  $      -    $         -
                                           ------------------------------------

            Income taxes paid              $        -  $      -    $       572
                                           ------------------------------------







                                        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 September 30, 2001,  the
          results of operations and changes in financial  position for the three
          month and nine month periods ended  September 30, 2001 and 2000,  cash
          flows for the nine  months  ended  September  30,  2001 and 2000,  and
          cumulative amounts since inception.  The results of operations for the
          three  months  and  nine  months  ended  September  30,  2001  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.

(3)       The Company has been subject to Rule  164-11-1 as  promulgated  by the
          State of Utah,  Division  of  Securities.  Such Rule  deals with blank
          check  securities  offerings  such  as the  Company's  initial  public
          offering. One of the requirements of Rule 164- 11-1 is for the Company
          to offer a rescission to its public offering investors at the time the
          Company  locates an  acquisition.  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.






                                        7

<PAGE>



                    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. The Utah Securities Division has recently agreed
to waive  compliance  with Rule  164-11- 1 subject to  compliance  with  certain
conditions.

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 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  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





                                        8

<PAGE>



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.

     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.

Waiver of 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 undertook to
take the following action:

       1. The Company would  immediately file a Form 8-K with the SEC describing
          the course of action set forth below.

       2. The Company would immediately offer a rescission to each of its public
          investors.  Inasmuch as there are only 41 investors, a number of which
          are  accredited  investors,  the  rescission  offer  would  be made in
          compliance  with SEC Rule 506 or Section 4(2) of the Securities Act of
          1933, as amended, as a non-public offering. There are sufficient funds
          in the Rule 11-1 escrow  account to provide a full  rescission  of the
          principal  amount  invested  by  the  public   investors.   A  Private
          Rescission  Offering  Memorandum  would be  distributed to each public
          investor describing the rescission.

       3. Any investor  electing to rescind would be  immediately  repaid his or
          her investment and would thereafter have no interest in the Company.

       4. Any  investor  electing not to rescind  would be issued  shares of the
          Company's common stock and would have no subsequent rights to rescind.

       5. After  the  rescission  is  completed,  all funds  held in the  escrow
          account,  after the payment of funds to rescinding investors,  will be
          delivered to the Company for its use for general corporate purposes.

       6. At such time as the Company  locates an  acquisition  transaction,  it
          will prepare and  distribute  to its  stockholders  a proxy  statement





                                        9

<PAGE>



          describing the  acquisition  transaction.  Although the Company is not
          subject to the SEC Proxy  Rules,  it would  substantially  utilize the
          disclosure  requirements  of the Proxy Rules in  connection  with such
          proxy statement.

       7. Regardless of the structure of the acquisition,  each of the Company's
          stockholders would be granted dissenting  stockholder appraisal rights
          as  provided  for in  the  Utah  Revised  Business  Corporations  Act,
          provided  however,  the amount to be paid to  dissenting  shareholders
          would  not be  less  than  the  amount  invested  by  such  dissenting
          shareholders.   Accordingly,   public   investors   would   have   two
          opportunities to receive back their investment.

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

       9. Prior to the  completion of an  acquisition,  no public market for the
          Company's  common stock would be developed  through the efforts of the
          Company or its management.

      10. The Company would, prior to the completion of an acquisition, continue
          to file  reports  with  the  SEC  pursuant  to  Section  15(d)  of the
          Securities Exchange Act, as amended.

     On September 13, 2000, the Utah  Securities  Division  notified the Company
that it was  willing  to waive  compliance  with Rule  164-11-1  if the  Company
complied  with the actions  listed  above.  The Utah  Securities  Division  also
required the Company to provide it with a copy of the rescission offering before
it is forwarded to the Company's subscribers.

     The  Company  has  mailed  disclosure  documents  to its  public  investors
granting  the  opportunity  to  rescind  or  ratify  their  subscription  of the
Company's securities.  The Company anticipates that the  rescission/satisfaction
process will be completed by the first quarter of 2002.

     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 September 30, 2001, the Company had
$27 in unrestricted cash and restricted cash in the Rule 164-11-1 Escrow Account
of $254,991.  As of December 31, 2000, the Company had unrestricted cash of $383
and escrowed  cash of $246,964.  The  Company's  total  liabilities  amounted to
$482,465 as of September  30, 2001, of which  $177,017 was  attributed to common
stock Units subscribed for. The Company's total liabilities amounted to $442,281
as of December 31, 2000, of which  $177,017 was attributed to common stock units
subscribed  for. 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





                                        10

<PAGE>



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 years.  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 September 30, 2001,  such
affiliates  had loaned  $296,596 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  September  30,  2001,  the Company had revenues of
$2,338 expenses of $12,928 and a net loss of $10,590. For the three months ended
September 30, 2000, the Company had revenues of $3,724 expenses of $10,546 and a
net loss of $6,822.  The Company  will likely not have any  revenues  except for
interest  unless  and  until  it is able  to  close  an  acquisition  or  merger
transaction.

     For the nine months ended  September 30, 2001,  the Company had revenues of
$8,026, expenses of $40,539 and a net loss of $32,513. For the nine months ended
September 30, 2000, the Company had revenues of $10,263, expenses of $33,743 and
a net loss of $23,480.




                                      11

<PAGE>



                          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





                                      12

<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: November 14, 2001                  NIGHTINGALE, INC.



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





                                      13