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, 2002

                         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 May 14, 2002 - 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, 2002.

      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, 2002 (unaudited)..........................3

          Statements of Operations--for the three months
          ended March 31, 2002 and 2001 (unaudited) and cumulative
          amounts since inception ...........................................4

          Statements of Cash Flows--for the three months
          ended March 31, 2002 and 2001 (unaudited) and cumulative
          amounts since inception (unaudited)..............................5-6

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

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.......................................8-11

                           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

                                       2
<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

                                                                   Balance Sheet

                                                                  March 31, 2002
                                                                     (Unaudited)
--------------------------------------------------------------------------------
         Assets

Current assets:
   Cash                                                         $165,262
                                                            -------------

            Total assets                                        $165,262
                                                            =============
--------------------------------------------------------------------------------

         Liabilities and Stockholders' Deficit

Current liabilities:
   Accounts payable and accrued liabilities                       29,804
   Related party payables                                        256,484
   Common stock units subscribed                                 167,017
                                                            -------------

            Total current liabilities                            453,305

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             (308,643)
                                                            -------------

            Total stockholders' deficit                         (288,043)
                                                            -------------

            Total liabilities and stockholders' deficit         $165,262
                                                            =============

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
                                           2002        2001    Inception
                                         -------------------------------

Revenue - interest                       $    914   $  3,294   $ 121,629

Expenses:
 General and administrative expenses       34,439     15,299     430,272
                                         -------------------------------

         Loss before income taxes         (33,525)   (12,005)   (308,643)

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

         Net loss                        $(33,525)  $(12,005)  $(308,643)
                                         ===============================

Net loss per share - basic and diluted   $   (.03)  $   (.01)
                                         ===============================

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

See accompanying notes to financial statements.


                                       4
<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

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



                                       Three Months Ended    Cumulative
                                           March 31,          Amounts
                                       ----------------------   From
                                        2002        2001     Inception
                                       ----------------------------------
Cash flows from operating activities:
   Net loss                            $ (33,525)  $ (12,005) $ (308,643)
   Adjustments to reconcile net
loss to    net cash used in
operating activities:
      Amortization                             -           -       1,350
      Stock compensation expense               -           -         600
      Increase in cash overdraft               -         174           -
      Increase in - accounts payable
        aand accrued liabilities           6,037           -      19,804
                                       ----------------------------------
            Net cash used in
            operating activities         (27,488)    (11,831)   (286,889)
                                       ----------------------------------
Cash flows from investing activities:
   Decrease (increase) in restricted
     cash in escrow                      256,287      (3,295)          -
   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     256,287      (3,295)     (1,350)
                                       ----------------------------------
Cash flows from financing activities:
   Increase (decrease) in related
    party payables                       (65,105)     14,743     256,484
   Net proceeds from common stock
    units subscribed                           -           -     177,017
   Proceeds from issuance of stock             -           -      20,000
                                       ----------------------------------

            Net cash (used in) provided
            by financing activities      (65,105)     14,743     453,501
                                       ----------------------------------

            Net increase (decrease)
              in cash                    163,694       (383)     165,262

Cash, beginning of period                  1,568         383           -
                                    -------------------------------------

Cash, end of period                     $165,262    $      -    $165,262
                                    =====================================

See accompanying notes to financial statements.


                                       5
<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

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

                                                                Cumulative
                                          Three Months Ended     Amounts
                                              March 31,            From
                                        ---------------------
                                           2002        2001     Inception
                                        ---------------------------------
Supplemental disclosure of cash flow
information:

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

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


See accompanying notes to financial statements.


                                       6
<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

                                                   Notes to Financial Statements
--------------------------------------------------------------------------------



(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, 2002 and the results of operations  and
     changes in  financial  position for the three month periods ended March 31,
     2002 and 2001,  and  cumulative  amounts  since  inception.  The results of
     operations  for the three months  ended March 31, 2002 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.  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.

     A Rescission Offering, such as explained,  was delivered to the subscribers
     in November 2001 and responses were received from the  shareholders  during
     January 2002. One investor  elected to rescind and will be paid his initial
     investment  of $10,000 and interest of $6,037.  All other  subscribers  who
     have  elected not to rescind and will be issued  shares of common stock and
     therefore  will  have  no  subsequent   rights  to  rescind  pending  final
     completion of the recission offering.  The number of shares of common stock
     that will be issued  will  total  1,900,000.  The total  shares  issued and
     outstanding will then be 2,900,000.


                                       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

                                       8
<PAGE>

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  could  not be  used by the  Company  until  such  time as Rule
164-11-1 was 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.


                                       9
<PAGE>


     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.

     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,  2002,  the  Company had
$165,262 in cash . As of December 31, 2001, the Company had unrestricted cash of
$1,568 and escrowed cash of $256,287.  The Company's total liabilities amounted
to $453,305 as of March 31, 2002,  of which  $167,017 was  attributed  to common
stock units subscribed for. The Company's total liabilities amounted to $512,373
as of December 31, 2001, of which  $177,017 was attributed to common stock units
subscribed  for. 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.

                                       10
<PAGE>

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 years.  Inasmuch as the escrow has been terminated,  the Company has cash
available to fund its current operations.

     The Company borrowed funds from its affiliates in order to fund its general
and administrative costs prior to the termination of the escrow. As of March 31,
2002,  such affiliates were owed $256,484 from the Company which funds have been
used to fund the Company's  legal fees,  accounting  fees,  filing fees,  travel
expenses and other administrative costs.

     Results of Operations.  The Company has not commenced any operations except
for the  preliminary  investigation  of potential  acquisitions.  The  Company's
assets,  consisting  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, 2002, the Company had revenues of $914 expenses
of $34,439 and a net loss of $33,535. For the three months ended March 31, 2001,
the  Company  had  revenues  of $3,294  expenses  of  $15,299  and a net loss of
$12,005.  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

                                       11
<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: May 14, 2002                NIGHTINGALE, INC.



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


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