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

                                   FORM 10-QSB

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

                       For the Quarter Ended June 30, 1998

                         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 September 10, 1998 - 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

                      FINANCIAL STATEMENTS AND SCHEDULES
                               NIGHTINGALE, INC.

                     For the Quarter ended June 30, 1998.

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

                        PART I - FINANCIAL INFORMATION
                                                                     Page of
                                                                   Form 10-QSB
Item 1.   Financial Statements;

          Balance Sheet--June 30, 1998.......................................3

          Statements of Operations--for the three months and six
          months ended June 30, 1998 and June 30, 1997.......................4

          Statements of Cash Flows--for the six months
          ended June 30, 1998 and June 30, 1997............................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                                                 10
Item 2.   Changes in the Securities                                         11
Item 3.   Defaults Upon Senior Securities                                   11
Item 4.   Results of Votes of Security Holders                              11
Item 5.   Other Information                                                 11
Item 6(a).Exhibits                                                          11
Item 6(a).Reports on Form 8-K                                               11


                                      2

<PAGE>



                                                             NIGHTINGALE, INC.
                                                 (A Development Stage Company)
                                                                 Balance Sheet
                                                                 June 30, 1998
                                                                   (Unaudited)

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



      Assets

Current assets:
      Restricted cash in escrow                             $    216,916
                                                            --------------

                              Total assets                  $    216,916  
                                                            --------------


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

      Liabilities and Stockholders' Deficit

Current liabilities:
      Cash deficit                                          $         11
      Accounts payable and accrued liabilities                       691
      Advances from related party                                165,643
      Common stock units subscribed                              177,017
                                                            --------------


      Total current liabilities                                  343,362

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          (147,046)
                                                            --------------


      Total stockholders' deficit                               (126,446)
                                                            --------------

            Total liabilities and stockholders' deficit     $    216,916
                                                            --------------



See accompanying notes to financial statements.


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<PAGE>



                                                             NIGHTINGALE, INC.
                                                 (A Development Stage Company)
                                                      Statement of Operations
                                                                   (Unaudited)

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






                              Three Months          Six Months     Cumulative
                                  Ended               Ended         Amounts
                                June 30,             June 30,         From
                            -------------------------------------  Inception
                             1998       1997      1998      1997   
                            ---------------------------------------------------

Revenue - interest          $ 2,723   $ 2,573   $ 5,406    $5,038    $ 81,335

Expenses:
 General and administrative
        expenses              5,492     7,740    15,014    13,240     228,381
                            ---------------------------------------------------

 Loss before income taxes    (2,769)   (5,167)   (9,608)   (8,202)   (147,046)

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

          Net loss          $(2,769)  $(5,167)  $(9,608)  $(8,202) $(147,046)
                            ---------------------------------------------------

Loss per share
                            $  (.00)  $  (.01)  $  (.01)  $  (.01)   $  (.15)
                            ---------------------------------------------------

Weighted average number of
  shares outstanding share  1,000,000 1,000,000 1,000,000 1,000,000   977,738
                            ---------------------------------------------------












See accompanying notes to financial statements.


                                      4

<PAGE>



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

<TABLE>
<CAPTION>
                                                               Six Months Ended      Cumulative
                                                                   June 30,           Amounts
                                                            ----------------------      From
                                                               1998       1997       Inception
                                                            ------------------------------------
<S>                                                         <C>         <C>         <C> 

Cash flows from operating activities:
      Net loss                                              $ (9,608)   $ (8,202)   $ (147,046)
      Adjustments to reconcile net loss to net
        cash provided by (used in) operating
        activities:
      Amortization                                                -          -           1,350
      Increase in:
       Cash overdraft                                             11         -              11
      Accounts payable and accrued
        liabilities                                               -         829            691

                                                            -------------------------------------
      Net cash provided by (used in)
      operating activities                                    (9,597)     7,373       (144,994)
                                                            -------------------------------------

Cash flows from investing activities:
      Increase in notes receivable - related                      -          -         (74,282)
parties
      Increase in organization costs                              -          -          (1,350)
      Payment of notes receivable - related                       -          -          74,282
parties
      Increase in restricted cash in escrow                   (5,406)    (5,038)      (216,916)
                                                            -------------------------------------

      Net cash used in
      investing activities                                    (5,406)    (5,038)      (218,266)

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

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                 14,715     12,602        165,643
                                                            --------------------------------------
      Net cash provided by
      financing activities                                    14,715     12,602       363,260
                                                            --------------------------------------

      Net increase (decrease) in cash                           (288)       191           -

Cash, beginning of period                                        288        225           -
                                                            --------------------------------------

Cash, end of period                                         $     -      $  416        $  -
                                                            --------------------------------------

</TABLE>




                                   5

<PAGE>



                                                  Statement of Cash Flows
                                                              (Unaudited)
                                                               Continued

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





                                                            
                                        Six Months Ended     Cumulative
                                            June 30,          Amounts
                                    ------------------------    From
                                        1998        1997     Inception
                                    ------------------------------------
Supplemental disclosure of cash flow
information:

      Interest Paid                 $           $      -    $      -
      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 June 30, 1998 and the results of  operations  and
     changes in  financial  position  for the three month and six month  periods
     ended June 30, 1998 and 1997, and cumulative  amounts since inception.  The
     results of  operations  for the three  months and six month  ended June 30,
     1998 and 1997 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


                                   8

<PAGE>



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.

      The Company  will also be required to file a  post-effective  amendment to
its Registration  Statement on file with the Securities and Exchange  Commission
setting forth  current  information  before  soliciting  shareholders  regarding
rights to rescission.

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

      Liquidity and Capital Resources.  Presently,  the Company's assets consist
solely of a minimal amount of cash from its initial  capitalization and from the
sale of stock in its public  offering.  As of June 30,  1998,  the  Company  had
unrestricted  cash of $0 and restricted cash in the Rule 164-11-1 Escrow Account
of $216,916.  As of December 31, 1997, the Company had unrestricted cash of $288
and escrowed  cash of $211,510.  The  Company's  total  liabilities  amounted to
$343,362 as of June 30, 1998, of which  $177,017 was  attributed to common stock
Units  subscribed.  The Company's total  liabilities  amounted to $328,636 as of
December  31,  1997,  of which  $177,017  was  attributed  to common stock units
subscribed.  The  Company  presently  has no other  resources.  The  Company  is
presently seeking potential acquisitions of private companies,  technologies, or
product  distribution  rights.  Management believes that any acquisition will be
made by issuing shares of the Company's  authorized  but unissued  common stock.
The Company's  liquidity,  capital resources,  and financial  statements will be
significantly  different subsequent to the consummation of any acquisition.  The
Company's  operating  expenses have been covered by advances from  affiliates in
recent months.  However, there can be no assurance that the Company's affiliates
will continue to fund operating costs in the future.

      The Company has been required to borrow funds from its affiliates in order
to fund  its  general  and  administrative  costs.  As of June  30,  1998,  such
affiliates  had loaned  $165,643 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 June 30,  1998,  the Company had revenues of $2,723
expenses of $5,492 and a net loss of $2,769. For the three months ended June 30,
1997,  the Company had  revenues of $2,573  expenses of $7,740 and a net loss of
$5,167.  For the six months  ended June 30,  1998,  the Company had  revenues of
$5,406  expenses of $15,014 and a net loss of $9,608.  For the six months  ended
June 30, 1997, the Company had revenues of $5,038  expenses of $13,240 and a net
loss of  $8,202.  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: September 10, 1998                  NIGHTINGALE, INC.



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


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