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, 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)


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


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


          Common Stock outstanding at March 31, 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 March 31, 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--March 31, 1996                                    3

     Statements  of  Operations--for  the three  months ended March 31, 1996 and
     March 31, 1995                                                   4

     Statements  of Cash  Flows--for  the three  months ended March 31, 1996 and
     March 31, 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 Proceedings                                         10

Item 2.  Changes in the Securities                                 10

Item 3.  Defaults Upon Senior Securities                           10

Item 4.  Results of Votes of Security Holders                      10

Item 5.  Other Information                                         10

Item 6(a).  Exhibits                                               10

Item 6(a).  Reports on Form 8-K                                    10


                                       2


<PAGE>

                                NIGHTINGALE, INC.
                          (A Development Stage Company)

                                  Balance Sheet

                                 March 31, 1996
                                   (Unaudited)


         Assets

         Current assets:
           Cash                                      $        345
           Restricted cash in escrow                      193,825

                 Total assets                            $194,170


         Liabilities and Stockholders' Deficit

         Current liabilities:
          Accounts payable and accrued liabilities       $ 21,915
         Advances from related party                       89,709
         Common stock units subscribed                    177,017

         Total current liabilities                        288,641

         Stockholders' deficit:
         Common stock - par value $.001 per share.
         Authorized 100,0013,000 shares; issued
         and outstanding 1,000,000 shares                   1,000
                    Additional paid-in capital             19,600
         Deficit accumulated during the
         development stage                               (115,071)

         Total stockholders' deficit                      (94,471)

         Total liabilities and
         stockholders' deficit                          $ 194,170



See accompanying notes to financial statements.

                                       3
<PAGE>

                               NIGHTINGALE, INC.
                         (A Development Stage Company)

                            Statement of Operations
                                  (Unaudited)

                                                                    Cumulative
                                      Three Months Ended              Amounts
                                            March 31                   From
                                        1996         1995           Inception

Revenue - interest                     $2,383       2,996              58,087

Expenses:
 General and administrative expenses    2,854       3,904             173,158

          Loss before income taxes       (471)       (908)           (115,071)

Income tax expense                          -           -                  -    

             Net loss                  $ (471)       (908)           (115,071)

Loss per share (note 1)                $(.000)      (.001)              (.118)

Weighted average number of shares 
  outstanding                       1,000,000   1,000,000             971,667


See accompanying notes to financial statements.

                                       4
<PAGE>


                               NIGHTINGALE, INC.
                         (A Development Stage Company)

                            Statement of Cash Flows
                                  (Unaudited)


                                                                     Cumulative
                                            Three Months Ended         Amounts
                                                 March 31,              From
                                           1996           1995        Inception
  
Cash flows from operating activities:
 Net loss                                 $(471)          (908)       (115,071)
 Adjustments to reconcile net (loss) 
     to net cash (used in) operating
  activities:
    Amortization                           -               -             1,350
    Increase in:
    Accounts payable and accrued
     liabilities                          2,209          2,904          21,915

      Net cash provided by (used in) 
        operating  activities             1,738          1,996        (91,806)

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                               (2,383)        (2,496)      (193,825)

        Net cash (used in)
          investing activities           (2,383)        (2,496)      (195,175)




                                       5
<PAGE>

                               NIGHTINGALE, INC.
                         (A Development Stage Company)

                      Statement of Cash Flows - Continued
                                  (Unaudited)

                                                                      Cumulative
                                            Three Months Ended          Amounts
                                                 March 31,               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    650           500            89,709

                   Net cash provided by 
                   financing activities     650           500           287,326

                   Net increase in cash       5            -                345

Cash, beginning of period                   340           432                 - 

Cash, end of period                        $345           432               345

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






(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,  1996 and the  results  of  operations  and  changes  in  financial
position  for the  three  month  periods  ended  March 31,  1996 and  1995,  and
cumulative  amounts since  inception.  The results of  operations  for the three
months  ended  March 31,  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.  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.

                                       8

<PAGE>

     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. As a result
of accrued interest, this amount had increased to $193,825 as of March 31, 1996.
The  escrowed  amount  may not be used by the  Company  until  such time as Rule
164-11-1 as 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,  1996,  the  Company had
unrestricted  cash of $325.00 and cash in the Rule  164-11-1  Escrow  Account of
$193,825. 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 $288,641
as of March 31, 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 March  31,  1996,  such
affiliates  had loaned  $111,624 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 March 31, 1996,  the Company had revenues of $2,383,
expenses of $2,854 and a net loss of $471.  For the three months ended March 31,
1995,  the Company had revenues of $2,996,  expenses of $3,904 and a net loss of
$908. The Company will likely not have any revenues  except for interest  unless
and until it is able to close an acquisition or merger transaction.

                                       9
<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.

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

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


                                       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 2, 1996                  NIGHTINGALE, INC.

                                  By                                     
                                       William Grilz
                                       President
                                       Principal Executive Officer


                                  By                                          
                                       David Knudson
                                       Treasurer
                                       Principal Financial Officer







                                       11