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, 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 June 25, 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 .


                                        1

<PAGE>



                                   FORM 10-QSB

                       FINANCIAL STATEMENTS AND SCHEDULES
                               NIGHTINGALE, INC.

                      For the Quarter ended March 31, 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--March 31, 2001......................................3

          Statements of Operations--for the three months
          months ended March 31, 2001 and 2000 and cumulative amounts since
          inception..........................................................4

          Statements of Cash Flows--for the three months
          ended March 31, 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

                                        2

<PAGE>



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

                                                                  March 31, 2001
                                                                     (Unaudited)
--------------------------------------------------------------------------------





               Assets

Current assets:
         Restricted cash in escrow                          $    250,259
                                                            ------------

                  Total assets                              $    250,259
                                                            ------------


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

               Liabilities and Stockholders' Deficit

Current liabilities:
         Cash overdraft                                     $        174
         Accounts payable and accrued liabilities                  8,852
         Related party payables                                  271,155
         Common stock units subscribed                           177,017
                                                            ------------

                  Total current liabilities                      457,198

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       (227,539)
                                                            ------------

                  Total stockholders' deficit                   (206,939)
                                                            ------------

                  Total liabilities and stockholders' defici$    250,259
                                                            ------------





--------------------------------------------------------------------------------
See accompanying notes to financial statements.                              F-1


<PAGE>



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


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





                                                             Cumulative
                                       Three Months Ended     Amounts
                                           March 31,            From
                                    ------------------------
                                        2001        2000     Inception
                                    ------------------------------------

Revenue - interest                  $      3,294  $    3,118  $  114,676

Expenses:
 General and administrative expenses      15,299      14,378     342,215
                                    ------------------------------------

      Loss before income taxes           (12,005)    (11,260)   (227,539)

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

                  Net loss          $    (12,005) $  (11,260) $ (227,539)
                                    ------------------------------------

Net loss per share - basic and
 diluted                            $       (.01) $     (.01) $     (.23)
                                    ------------------------------------

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





--------------------------------------------------------------------------------
See accompanying notes to financial statements.                              F-2


<PAGE>



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

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



                                                                     Cumulative
                                               Three Months Ended     Amounts
                                                   March 31,            From
                                            ------------------------
                                                2001        2000     Inception
                                            ------------------------------------
Cash flows from operating activities:
      Net loss                             $   (12,005) $ (11,260) $   (227,539)
      Adjustments to reconcile net loss to
       net cash used in operating activities:
           Amortization                               -           -       1,350
           Increase in cash overdraft               174           -         174
           Increase in - accounts payable and
             accrued liabilities                      -           -       8,852
                                            ------------------------------------
               Net cash used in
               operating activities             (11,831)    (11,260)   (217,163)
                                            ------------------------------------

Cash flows from investing activities:
     Increase in related party payables          14,743      14,807     271,155
     Increase in restricted cash in escrow       (3,295)     (3,119)   (250,259)
     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
            investing activities                 11,448      11,688      19,546
                                            ------------------------------------

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 (decrease) increase
            in cash                                (383)        428           -

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

Cash, end of period                        $          -  $      506  $        -
                                            ------------------------------------

--------------------------------------------------------------------------------
See accompanying notes to financial statements.                              F-3


<PAGE>



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

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





                                                             Cumulative
                                       Three Months Ended     Amounts
                                           March 31,            From
                                    ------------------------
                                        2001        2000     Inception
                                    ------------------------------------
Supplemental disclosure of cash flow
information:

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

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






--------------------------------------------------------------------------------
See accompanying notes to financial statements.                              F-4


<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, 2001 and the results of
         operations and changes in financial position for the three month period
         ended March 31, 2001 and 2000, and cumulative amounts since inception.
         The results of operations for the three months ended March 31, 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.


--------------------------------------------------------------------------------
See accompanying notes to financial statements.                              F-5


<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 substantial portion of the gross offering proceeds for

                                        6

<PAGE>



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 utilize the

                                        7

<PAGE>



            disclosure requirements of the Proxy Rules in connection with such
            proxy statement

         7. Regardless of the structure of the acquisition, each of the
            Company's stockholders would be granted dissenting stockholder
            appraisal rights as provided for in the Utah Revised Business
            Corporations Act, provided however, the amount to be paid to
            dissenting shareholders would not be less than the amount invested
            by such dissenting shareholders. Accordingly, public investors would
            have two opportunities to receive back their investment.

         8. Management of the Company would vote their shares for or against an
            acquisition proposal in the same ratio as non-management shares are
            voted. This would allow the public shareholders to determine whether
            a particular acquisition is affected.

         9. Prior to the completion of an acquisition, no public market for the
            Company's common stock would be developed through the efforts of the
            Company or its management.

         10.The Company would, prior to the completion of an acquisition,
            continue to file reports with the SEC pursuant to Section 15(d)of
            the Securities Exchange Act, as amended.

     On September 13, 2000, the Utah  Securities  Division  notified the Company
that it was  willing  to waive  compliance  with Rule  164-11-1  if the  Company
complied  with the actions  listed  above.  The Utah  Securities  Division  also
required the Company to provide it with a copy of the rescission offering before
it is forwarded to the Company's subscribers.

     The Company anticipates that it will commence work on this process prior to
the end of the current fiscal year.

     Liquidity and Capital  Resources.  Presently,  the Company's assets consist
solely of a minimal amount of cash from its initial  capitalization and from the
sale of stock in its public  offering.  As of March 31, 2001, the Company had no
unrestricted  cash and  restricted  cash in the Rule 164-11-1  Escrow Account of
$250,259. 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 $457,198
as of March 31, 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.
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

                                        8

<PAGE>



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 March  31,  2001,  such
affiliates  had loaned  $271,155 to the Company  which has been used to fund the
Company's legal fees,  accounting fees,  filing fees,  travel expenses and other
administrative costs. The Company must continue to borrow funds in order to fund
its  costs of  operations  until  such  time,  if ever,  it  effects a merger or
acquisition transaction. There can be no assurance that the Company will be able
to borrow  additional  funds from such affiliates or from any other persons.  If
the  Company is not able to borrow  additional  funds as needed,  it will not be
able to fund its costs of operations.

     Results of Operations.  The Company has not commenced any operations except
for the  preliminary  investigation  of potential  acquisitions.  The  Company's
assets,  consisting primarily of cash, is on deposit in various interest bearing
and  non-interest  bearing accounts pending the consummation of any acquisition.
For the three months  ended March 31,  2001,  the Company had revenues of $3,294
expenses of $15,299 and a net loss of $12,005.  For the three months ended March
31, 2000, the Company had revenues of $3,118  expenses of $14,378 and a net loss
of $11,260.  The Company will likely not have any  revenues  except for interest
unless and until it is able to close an acquisition or merger transaction.



                                        9

<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


                                       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: June __, 2001                      NIGHTINGALE, INC.



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

                                       11