===============================================================================


                     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 March 31, 1999

                         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 October 1, 1999 - 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 March 31, 1999.

      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--March 31, 1999......................................3

          Statements of Operations--for the three months
          ended March 31, 1999 and March 31, 1998............................4

          Statements of Cash Flows--for the three months
          ended March 31, 1999 and March 31, 1998..........................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                                                 11
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


                                      2

<PAGE>



                                                             NIGHTINGALE, INC.
                                                 (A Development Stage Company)
                                                                 Balance Sheet
                                                                March 31, 1999
                                                                   (Unaudited)

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




               Assets

Current assets:
         Cash                                               $      1,310
         Restricted cash in escrow                               224,810
                                                            ------------

                  Total current assets                      $    226,120
                                                            ------------


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

               Liabilities and Stockholders' Deficit

Current liabilities:
         Accounts payable and accrued liabilities           $      1,206
         Related party payables                                  199,437
         Common stock units subscribed                           177,017
                                                            ------------

                  Total current liabilities                      368,660
                                                            ------------

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       (163,140)
                                                            ------------

            Total stockholders' deficit                         (142,540)
                                                            ------------

            Total liabilities and stockholders' deficiT     $    226,120
                                                            =============











See accompanying notes to financial statements.


                                      3

<PAGE>



                                                             NIGHTINGALE, INC.
                                                 (A Development Stage Company)
                                           Statement of Operations (Unaudited)
                                                                March 31, 1999
------------------------------------------------------------------------------







                                                             Cumulative
                                        Three Months Ended     Amounts
                                             March 31,           From
                                       --------------------
                                          1999      1998      Inception
                                       ----------------------------------

Revenue - interest                      $ 2,488   $ 2,683     $ 89,228

Expenses:
    General and administrative            6,135     9,522      252,368
         expenses
                                       ----------------------------------

    Loss before income taxes             (3,647)   (6,839)    (163,140)

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

         Net loss                       $ (3,647   $(6,839)  $(163,140)
                                       ----------------------------------

Loss per share - basic and              $  (.00)   $ (.00)   $    (.17)
diluted
                                       ----------------------------------

Weighted average shares -
basic and diluted                       1,000,000 1,000,000    977,000
                                       ----------------------------------














See accompanying notes to financial statements.


                                      4

<PAGE>



                                                             NIGHTINGALE, INC.
                                                 (A Development Stage Company)
                                           Statement of Cash Flows (Unaudited)
                                                                March 31, 1999
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                       Cumulative
                                                  Three months Ended   Amounts From
                                                       March 31
                                               ------------------------
                                                   1998        1997     Inception
                                               -----------------------------------
<S>                                            <C>         <C>         <C>
Cash flows from operating activities:
         Net loss                              $  (3,647)  $  (6,839)  $(163,140)
         Adjustments to reconcile net loss to
           net cash (used in) operating
           activities:
            Amortization                             -           -         1,350
            Increase in accounts payable and
              accrued liabilities                    74          -         1,206
                                               -----------------------------------

                  Net cash used in
                  operating activities            (3,573)     (6,839)  (160,584)
                                               -----------------------------------

Cash flows from investing activities:
         Increase in related party payables        7,356       9,309    190,437
         Increase in restricted cash in escrow    (2,488)     (2,683)  (224,810)
         Increase in notes receivable - related
            parties                                  -           -      (74,282)
         Increase in organization costs              -           -       (1,350)
         Payments of notes receivable - related
            parties                                  -           -       74,282
                  Net cash provided by
                  (used in) investing              4,868       6,626    (35,723)
                  activities
                                               -----------------------------------

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)
                  Net cash provided by
                  financing activities               -           -       197,167
                                               -----------------------------------

                  Net increase in cash             1,295         213       1,310

Cash, beginning of period                             15         288         -
                                               -----------------------------------

Cash, end of period                            $   1,310    $     75    $  1,310
                                               -----------------------------------

</TABLE>


See accompanying notes to financial statements.


                                      5

<PAGE>



                                                             NIGHTINGALE, INC.
                                                 (A Development Stage Company)
                                           Statement of Cash Flows (Unaudited)
                                                                     Continued
                                                                March 31, 1999
------------------------------------------------------------------------------





                                                             Cumulative
                                        Three months Ended   Amounts From
                                          September 30,
                                     ------------------------
                                         1998        1997     Inception
                                     -----------------------------------
Supplemental disclosure of cash flow
information:

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

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

























See accompanying notes to financial statements.


                                      6

<PAGE>



                                                       NIGHTINGALE, INC.
                                           (A Development Stage Company)
                                           Notes to Financial Statements
                                                          March 31, 1999
------------------------------------------------------------------------------






(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 March 31, 1999 and
            the results of operations  and cash flows for the three month period
            ended  March  31,  1999  and  1998,  and  cumulative  amounts  since
            inception.  The results of  operations  for the three  months  ended
            March 31, 1999 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>



                 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 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
entitled to use, a



                                   8

<PAGE>



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 March 31, 1999, the Company
had unrestricted  cash of $1,310 and restricted cash in the Rule 164-11-1 Escrow
Account of $224,810.  As of December 31, 1998, the Company had unrestricted cash
of $15 and escrowed cash of $222,322.  The Company's total liabilities  amounted
to $368,660 as of March 31, 1999,  of which  $177,017 was  attributed  to common
stock Units subscribed.  The Company's total liabilities amounted to $361,230 as
of December 31, 1998,  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 March 31, 1999, such
affiliates  had loaned  $199,437 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.



                                   9

<PAGE>



         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 March 31,  1999,  the Company had
revenues of $2,488  expenses  of $6,135 and a net loss of $3,647.  For the three
months  ended March 31,  1998,  the Company had  revenues of $2,683  expenses of
$9,522 and a net loss of $6,839.  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.


                                   10

<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 1, 1999                     NIGHTINGALE, INC.



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



                                   11