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, 2001

                        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 August 22, 2001 - 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 .


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<PAGE>



                                   FORM 10-QSB

                      FINANCIAL STATEMENTS AND SCHEDULES
                               NIGHTINGALE, INC.

                     For the Quarter ended June 30, 2001.

      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, 2001...........................................3

        Statements of Operations--for the three months and six months months
        ended June 30, 2001 and 2000 and cumulative amounts since inception....4

        Statements of Cash Flows--for the six months ended
        June 30, 2001 and 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



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<PAGE>



                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)
                                                                   Balance Sheet

                                                                   June 30, 2001
                                                                     (Unaudited)
--------------------------------------------------------------------------------
               Assets

Current assets:
     Cash                                                   $        127
     Restricted cash in escrow                                   252,653
                                                            ------------

             Total assets                                   $    252,780
                                                            ------------


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

Current liabilities:
     Accounts payable and accrued liabilities               $      8,852
     Related party payables                                      283,767
     Common stock units subscribed                               177,017
                                                            ------------

             Total current liabilities                           469,636

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           (237,456)
                                                            ------------

             Total stockholders' deficit                        (216,856)
                                                            ------------

             Total liabilities and stockholders' deficit    $    252,780
                                                            ------------






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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
                            -----------------------------------
                              2001     2000    2001     2000          Inception
                            ----------------------------------------------------
Revenue - interest          $   2,394  $  3,421  $   5,688  $   6,539 $ 117,070

Expenses:
  General and administrative
   expenses                    12,311     8,819     27,610     23,197   354,526
                            ----------------------------------------------------
    Loss before income taxes   (9,917)   (5,398)   (21,922)   (16,658) (237,456)

Income tax expense                  -         -          -          -         -
                            ----------------------------------------------------
    Net loss                $  (9,917) $ (5,398) $ (21,922) $ (16,658)$(237,456)
                            ----------------------------------------------------

Net loss per share - basic
 and diluted                $   ($.01) $   (.00) $    (.02) $    (.02)$    (.24)
                            ----------------------------------------------------

Weighted average - basic
 and diluted                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)
--------------------------------------------------------------------------------
                                                                    Cumulative
                                                   Six Months Ended   Amounts
                                                       June 30,         From
                                                 --------------------
                                                   2001      2000    Inception
                                                 -------------------------------
Cash flows from operating activities:
 Net loss                                        $(21,922) $(16,658) $ (237,456)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
      Amortization                                      -         -       1,350
      Increase in - accounts payable and
        accrued  liabilities                            -         -       8,852
                                                 -------------------------------
        Net cash used in
        operating activities                      (21,922)  (16,658)   (227,254)
                                                 -------------------------------
Cash flows from investing activities:
 Increase in related party payables                27,355    24,215     283,767
 Increase in restricted cash in escrow             (5,689)   (6,539)   (252,653)
 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                        21,666    17,676      29,764
                                                 -------------------------------
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 (decrease) in cash               (256)    1,018         127

Cash, beginning of period                             383        78          -
                                                 -------------------------------

Cash, end of period                              $    127  $  1,096  $      127
                                                 -------------------------------


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<PAGE>


                                                               NIGHTINGALE, INC.
                                                   (A Development Stage Company)

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

                                                                      Cumulative
                                                 Six Months Ended      Amounts
                                                     June 30,            From
                                            ------------------------
                                                 2001        2000     Inception
                                            ------------------------------------
Supplemental disclosure of cash flow
information:

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

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







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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 June 30,  2001 and the
          results of operations and changes in financial  position for the three
          month  and six  month  periods  ended  June  30,  2001 and  2000,  and
          cumulative amounts since inception.  The results of operations for the
          three  months and six months  ended June 30, 2001 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.






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<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





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<PAGE>



entitled to use, a substantial portion of the gross offering proceeds for under-
writing 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




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<PAGE>



            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 June 30, 2001, the Company had $127
in unrestricted  cash and restricted cash in the Rule 164-11-1 Escrow Account of
$252,653. As of December 31, 2000, the Company had unrestricted cash of $383 and
escrowed cash of $246,964.  The Company's total liabilities amounted to $469,636
as of June 30,  2001,  of which  $177,017 was  attributed  to common stock Units
subscribed  for.  The  Company's  total  liabilities  amounted to $442,281 as of
December  31,  2000,  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.





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<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.  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,  2001,  such
affiliates  had loaned  $283,767 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 June 30,  2001,  the Company had revenues of $2,394
expenses of $12,311 and a net loss of $9,917.  For the three  months  ended June
30, 2000,  the Company had revenues of $3,421  expenses of $8,819 and a net loss
of $5,398.  The Company  will likely not have any  revenues  except for interest
unless and until it is able to close an acquisition or merger transaction.

         For the six months ended June 30, 2001, the Company had revenues of
$5,688, expenses of $27,610 and a net loss of $21,922. For the six months ended
June 30, 2000, the Company had revenues of $6,539, expenses of $23,197 and a net
loss of $16,658.




                                      10

<PAGE>



                          PART II - OTHER INFORMATION

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

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

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

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

Item 5.   Other Information.  None.

Item 6(a).Exhibits.  None.

Item 6(b).Reports on Form 8-K.  None





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<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: August 22, 2001               NIGHTINGALE, INC.



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




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