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                     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, 2000

                         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 2, 2000 - 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 No X .


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                                 FORM 10-QSB

                      FINANCIAL STATEMENTS AND SCHEDULES
                               NIGHTINGALE, INC.

                     For the Quarter ended March 31, 2000.

      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, 2000......................................3

          Statements of Operations--for the three months
          months ended March 31, 2000........................................4

          Statements of Cash Flows--for the three months
          ended March 31, 2000.............................................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(b).Reports on Form 8-K                                               11


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                                                       NIGHTINGALE, INC.
                                           (A Development Stage Company)


                                                           Balance Sheet
                                              March 31, 2000 (Unaudited)
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         Assets

Current assets:
   Cash                                                     $        506
   Restricted cash in escrow                                     236,056
                                                            -------------

            Total assets                                    $    236,562
                                                            =============


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

         Liabilities and Stockholders' Deficit

Current liabilities:
   Accounts payable and accrued liabilities                 $      3,719
   Related party payables                                        226,338
   Common stock units subscribed                                 177,017
                                                            -------------

            Total current liabilities                            407,074

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             (191,112)
                                                            -------------

            Total stockholders' deficit                         (170,512)
                                                            -------------

            Total liabilities and stockholders' deficit     $    236,562
                                                            =============






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                                                       NIGHTINGALE, INC.
                                           (A Development Stage Company)

                                                 Statement of Operations
                                                             (Unaudited)


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                                           Three Months Ended    Cumulative
                                               March 31,          Amounts
                                        ------------------------    From
                                            2000        1999     Inception
                                        ------------------------------------

Revenue - interest                       $   3,118    $ 2,488   $ 100,474

Expenses:
   General and administrative expenses      14,378      6,135     291,586
                                        ------------------------------------

         Loss before income taxes          (11,260)    (3,647)   (191,112)

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

         Net loss                        $ (11,260)   $(3,647)  $(191,112)
                                        ====================================

Net loss per share - basic and diluted    $   (.01)   $  (.00)  $    (.19)
                                        ====================================

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






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                                                       NIGHTINGALE, INC.
                                           (A Development Stage Company)

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


                                                                  Cumulative
                                            Three Months Ended     Amounts
                                                March 31,            From
                                         ------------------------
                                             2000        1999     Inception
                                         ------------------------------------
Cash flows from operating activities:
   Net loss                              $ (11,260)    $ (3,647)  $ (191,112)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
      Amortization                             -            -          1,350
      Increase in - accounts payable and
        accrued liabilities                    -            74         3,719
                                         ------------------------------------

            Net cash used in
            operating activities           (11,260)      (3,573)    (186,043)
                                         ------------------------------------

Cash flows from investing activities:
   Increase in related party payables       14,807        7,356      226,338
   Increase in restricted cash in escrow    (3,119)      (2,488)    (236,056)
   Increase in notes receivable - related
     parties                                   -            -        (74,282)
   Increase in organization costs              -            -         (1,350)
   Payment of notes receivable - related
     parties                                   -            -         74,282
                                         ------------------------------------

            Net cash provided by
            (used in) investing activities  11,688        4,868     (11,068)
                                         ------------------------------------

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               -            -       197,617
                                         ------------------------------------

            Net increase in cash               428        1,295         506

Cash, beginning of period                       78           15         -
                                         ------------------------------------

Cash, end of period                      $     506     $  1,310   $     506
                                         ====================================



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                                                       NIGHTINGALE, INC.
                                           (A Development Stage Company)

                                                 Statement of Cash Flows
                                                               Continued
                                                             (Unaudited)
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                                                             Cumulative
                                       Three Months Ended     Amounts
                                           March 31,            From
                                    ------------------------
                                        2000        1999     Inception
                                    ------------------------------------
Supplemental disclosure of cash flow
information:

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

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







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                                                       NIGHTINGALE, INC.
                                           (A Development Stage Company)

                                           Notes to Financial Statements


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(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, 2000 and the results of operations and
      changes in  financial  position for the three month period ended March 31,
      2000 and 1999,  and  cumulative  amounts since  inception.  The results of
      operations  for the three months ended March 31, 2000 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.  Note 3 to these financial  statements  further  describes the
     Company's initial public offering and the requirements of Rule 164-11-1. 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 an 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.







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                 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

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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.

   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.


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   6. At such time as the Company  locates an acquisition  transaction,  it will
      prepare and distribute to its  stockholders a proxy  statement  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  anticipates  that it will commence work on this process prior to
the end of the current fiscal year.

   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,  2000,  the  Company had
unrestricted  cash of $506  and  restricted  cash in the  Rule  164-11-1  Escrow
Account of $236,056.  As of December 31, 1999, the Company had unrestricted cash
of $78 and escrowed cash of $232,937.  The Company's total liabilities  amounted
to $407,074 as of March 31, 2000,  of which  $177,017 was  attributed  to common
stock Units subscribed.  The Company's total liabilities amounted to $392,267 as
of December 31, 1999,  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

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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, 2000, such affiliates
had loaned  $226,338  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,  2000,  the Company had revenues of $3,118
expenses of $14,378 and a net loss of $11,260.  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.  The Company  will likely not have any  revenues  except for interest
unless and until it is able to close an acquisition or merger transaction.



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                       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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                                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 6, 2000             NIGHTINGALE, INC.



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


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