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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 September 30, 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 March 21, 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 X No .


                                      1

<PAGE>



                                 FORM 10-QSB

                      FINANCIAL STATEMENTS AND SCHEDULES
                               NIGHTINGALE, INC.

                   For the Quarter ended September 30, 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--September 30, 2000..................................3

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

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

          Notes to Financial Statements......................................7

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations..........................................8


                          PART II - OTHER INFORMATION
                                                                            Page

Item 1.   Legal Proceedings                                                 12
Item 2.   Changes in the Securities                                         12
Item 3.   Defaults Upon Senior Securities                                   12
Item 4.   Results of Votes of Security Holders                              12
Item 5.   Other Information                                                 12
Item 6(a).Exhibits                                                          12
Item 6(b).Reports on Form 8-K                                               12


                                      2

<PAGE>



                                                             NIGHTINGALE, INC.
                                                 (A Development Stage Company)
                                                                 Balance Sheet
                                                September 30, 2000 (Unaudited)
------------------------------------------------------------------------------





               Assets
              --------

Current assets:
         Cash                                               $        245
         Restricted cash in escrow                               243,200
                                                            ------------

                  Total current assets                      $    243,445
                                                            ============


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

               Liabilities and Stockholders' Deficit
             ----------------------------------------

Current liabilities:
         Accounts payable and accrued liabilities           $      3,719
         Advances from related party                             245,441
         Common stock units subscribed                           177,017
                                                            ------------

                  Total current liabilities                      426,177
                                                            ------------

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       (203,332)
                                                            ------------

                Total stockholders' deficit                     (182,732)
                                                            ------------

                Total liabilities and stockholders' deficit  $   243,445
                                                            ============





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<PAGE>



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








                          Three Months Ended  Nine Months Ended     Cumulative
                             September 30,       September 30,       Amounts
                         ---------------------------------------      From
                             2000      1999       2000       1999    Inception
                         ------------------------------------------------------

Revenue - interest       $   3,724   $ 2,699   $ 10,263   $   7,677   $ 107,619

General and administrative
expenses                    10,546    11,187     33,743      17,813    310,951

                         ------------------------------------------------------
Loss before income taxes    (6,822)   (8,488)   (23,480)    (10,136)  (203,332)

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

         Net loss        $   6,822  $ (8,488)  $(23,480)  $ (10,136) $(203,332)
                         ======================================================

Loss per share           $    (.01)     (.01)      (.02)  $    (.01) $    (.20)
                         ======================================================

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






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<PAGE>



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

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






                                                Nine Months Ended  Cumulative
                                                  September 30,      Amounts
                                              ---------------------   From
                                                 2000      1999    Inception
                                              ---------------------------------
Cash flows from operating activities:
   Net loss                                  $  (23,480  $(10,136)  $(203,332)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
         Amortization                              -         -          1,350
         Increase in accounts payable and
           accrued liabilities                     -         76         3,719
                                              ---------------------------------

                  Net cash used in
                  operating activities          (23,480)  (10,060)   (198,263)
                                              ---------------------------------

Cash flows from investing activities:
   Increase in organization costs               (10,263)   (7,677)     (1,350)
   Increase in restricted cash in escrow           -          -      (243,200)
                                              ---------------------------------

                  Net cash used in
                  investing activities          (10,263)   (7,677)   (244,550)
`                                             ---------------------------------

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 (decrease) in advances from
      related party                              33,910    18,336     245,441
                                              ---------------------------------

                  Net cash provided by
                  financing activities           33,910    18,336     443,058
                                              ---------------------------------

                  Net increase in cash              167       599         245

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

   Cash, end of period                         $    245   $   614   $     245
                                              =================================






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<PAGE>



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


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







                                        Nine Months Ended     Cumulative
                                          September 30,        Amounts
                                     ------------------------    From
                                         2000        1999     Inception
                                     -----------------------------------
Supplemental disclosure of cash flow information:

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

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





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<PAGE>



                                                       NIGHTINGALE, INC.
                                           (A Development Stage Company)
                                           Notes to Financial Statements

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


(1)         The  unaudited   financial   statements   include  the  accounts  of
            Nightingale,  Inc. and include all adjustments (consisting of normal
            recurring items) which are, in the opinion of management,  necessary
            to present  fairly the  financial  position as of September 30, 2000
            and the results of operations and cash flows for the three month and
            nine month periods ended September 30, 2000 and 1999, and cumulative
            amounts since  inception.  The results of  operations  for the three
            months and nine months ended  September 30, 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 recission 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  acquisition.  This  recission  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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                                   7

<PAGE>



                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

         The  Company  was formed for the  purpose of  investing  in any and all
types of assets,  properties and businesses.  At the time of its formation,  the
Company issued 1,000,000 shares of its Common Stock to its initial shareholders,
together with a 1,000,000  Class "A" Warrants  exercisable at $.25 per share and
1,000,000 Class B Warrants exercisable at $.50 per share. On September 28, 1988,
the United States Securities and Exchange Commission granted  effectiveness to a
Registration  Statement  on Form S-18.  The  Registration  Statement  was for an
offering  of  2,000,000  Units  of  Common  Stock at $.10 per  Unit.  Each  Unit
consisted  of one share of Common  Stock,  one Class "A" Common  Stock  Purchase
Warrant and one Class "B" Common  Stock  Purchase  Warrant.  The  offering was a
"blind pool" or "blank check" offering.

         The offering was formally  closed on October 6, 1989.  The offering was
registered for sale in the State of Utah and  therefore,  the Company was and is
required to comply  with Rule 164- 11-1 as  promulgated  by the Utah  Securities
Division.  Such Rule prohibits the issuance of shares,  the secondary trading of
the Company's  securities and the expenditure of more than 20 percent of the net
offering  proceeds  without first giving  subscribers  a rescission  offering in
connection with an acquisition. The Utah Securities Division has recently agreed
to waive  compliance  with Rule 164- 11-1  subject to  compliance  with  certain
conditions.

Rule 164-11-1 As Promulgated by the Utah Securities Division

         The offering was registered  for sale in several  states  including the
State of Utah.  Therefore,  the offering and the Company was, and is, subject to
Rule 164-11-1 as promulgated by the Utah Securities  Division.  Rule 164-11-1 is
applicable  to  offerings  in  which  eighty  percent  (80%)  or more of the net
offering  proceeds  are not  specifically  allocated.  Following  the  close  of
offerings subject to Rule 164-11-1, a company subject to the Rule is required to
maintain a minimum of eighty  percent  (80%) of the net offering  proceeds in an
escrow  account  until  such  time as it can  specifically  allocate  the use of
proceeds.  At such time as the offering proceeds can be specifically  allocated,
the Company must file additional  information with the Utah Securities  Division
disclosing  the use of proceeds and deliver such  information  to the  investors
purchasing shares in this offering.

         At the time that the  additional  documentation  concerning  the use of
proceeds is filed with the Utah Securities Division, Rule 164-11-1 requires that
investors  in the  offering  be given no less than twenty (20) days to ratify or
rescind his or her investment. Investors who elect to rescind the purchase shall
receive a pro rata  refund of all  offering  proceeds.  However,  should  enough
investors  request a refund  such that net  tangible  asset value of the Company
after the refund would be less than  $75,000,  the Company will offer a pro rata
refund of all unused offering  proceeds to investors.  Therefore,  if sufficient
numbers of investors elect to rescind, it is possible that rescinding  investors
will not receive 100% of the amount  invested.  A company subject to the Rule is
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.

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

Waiver of Rule 164-11-1

         On July 31,  2000,  the  Company's  counsel  sent a letter  to the Utah
Securities Division requesting a waiver of Rule 164-11-1 so far as it applied to
the Company. In lieu of compliance with Rule 164-11-1,  the Company undertook to
take the following action:

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

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

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

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

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

         6. At such time as the Company locates an acquisition  transaction,  it
            will prepare and distribute to its  stockholders  a proxy  statement
            describing the acquisition transaction.  Although the Company is not
            subject to the SEC Proxy Rules, it would substantially

                                   9

<PAGE>



            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 September  30, 2000,  the
Company had  unrestricted  cash of $245 and restricted cash in the Rule 164-11-1
Escrow  Account  of  $243,200.   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 $426,177 as of September 30, 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  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

                                   10

<PAGE>



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 September 30, 2000,
such  affiliates had loaned  $245,441 to the Company which has been used to fund
the Company's  legal fees,  accounting  fees,  filing fees,  travel expenses and
other  administrative  costs. The Company must continue to borrow funds in order
to fund its costs of operations until such time, if ever, it effects a merger or
acquisition transaction. There can be no assurance that the Company will be able
to borrow  additional  funds from such affiliates or from any other persons.  If
the  Company is not able to borrow  additional  funds as needed,  it will not be
able to fund its costs of operations.

         Results of  Operations.  The Company has not commenced  any  operations
except  for  the  preliminary  investigation  of  potential  acquisitions.   The
Company's  assets,  consisting  primarily  of cash,  is on  deposit  in  various
interest bearing and  non-interest  bearing accounts pending the consummation of
any acquisition.  For the three months ended September 30, 2000, the Company had
revenues of $3,724  expenses of $10,543 and a net loss of $6,822.  For the three
months ended  September 30, 1999, the Company had revenues of $2,699 expenses of
$11,187 and a net loss of $8,488.  For the nine months ended September 30, 2000,
the  Company  had  revenues  of $10,263  expenses  of $33,743  and a net loss of
$23,480.  For the nine months ended September 30, 1999, the Company had revenues
of $7,677 expenses of $17,813 and a net loss of $10,136. The Company will likely
not have any revenues  except for interest  unless and until it is able to close
an acquisition or merger transaction.



                                   11

<PAGE>



                       PART II - OTHER INFORMATION

Item 1. Legal Proceedings.  To the best knowledge of the officers and directors,
     neither the Company nor any of its officers and  directors are party to any
     legal proceeding or litigation.  The officers and directors know of no such
     litigation being threatened or contemplated.

Item 2. Changes in the Rights of the Company's Security Holders. None.

Item 3. Defaults by the Company on its Senior Securities. None.

Item 4. Submission of Matters to Vote of Security Holders. None.

Item 5. Other Information. None.

Item 6(a). Exhibits. None.

Item 6(b). Reports on Form 8-K.

           (A) On December 20, 2000,  the Company filed a Form 8-K to announce
           the  extension  of its Class A and Class B Warrants to December 31,
           2001.

           (B) On October 10, 2000,  the Company  filed a Form 8-K to announce
           the waiver of Rule 164-11-1 which is further  described in the Form
           10-QSB.


                                   12

<PAGE>


                                SIGNATURE

       In accordance with the  requirements of the Exchange Act, the Company has
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


Dated: March 22, 2001               NIGHTINGALE, INC.



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


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