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, 1998

                        Commission File No. 33-23429-D


                                NIGHTINGALE, INC.
        (Exact name of Small Business Issuer as specified in its charter)


                Utah                                   87-044988-8
              --------                                 ------------
      (State or other jurisdiction of                (I.R.S. Employer
      incorporation of organization)                  Identification Number)


                      2232 Eastwood Blvd., Ogden, UT 84403
                      -------------------------------------
                    (Address of principal executive offices)


                               (801) 479-0742
                              ----------------
               Registrant's telephone no., including area code:

                                   No Change
                                  -----------
             Former name, former address, and former fiscal year, if
                           changed since last report.


      Common Stock outstanding at September 10, 1998 - 1,000,000 shares
                       of $.001 par value Common Stock.


      Indicate by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934,  during the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .

                                      1

<PAGE>



                                 FORM 10-QSB

                      FINANCIAL STATEMENTS AND SCHEDULES
                               NIGHTINGALE, INC.

                   For the Quarter ended September 30, 1998.

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

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

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

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

          Statements of Cash Flows--for the nine months
          ended September 30, 1998 and September 30, 1997..................5-6

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

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

                          PART II - OTHER INFORMATION
                                                                          Page

Item 1.   Legal Proceedings                                                 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(a).Reports on Form 8-K


                                      2

<PAGE>



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

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




               Assets

Current assets:
         Cash                                               $         67
         Restricted cash in escrow                               219,696
                                                            ------------

                  Total current assets                      $    219,763
                                                            ============


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

               Liabilities and Stockholders' Deficit

Current liabilities:
         Accounts payable and accrued liabilities           $      1,701
         Advances from related party                             173,652
         Common stock units subscribed                           177,017
                                                            ------------

                  Total current liabilities                      352,370
                                                            ------------

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       (153,207)
                                                            ------------

                  Total stockholders' deficit                   (132,607)
                                                            ------------

                  Total liabilities and stockholders'
                    deficit                                 $    219,763
                                                            ============











See accompanying notes to financial statements.


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<PAGE>



                                                             NIGHTINGALE, INC.
                                                 (A Development Stage Company)
                                           Statement of Operations (Unaudited)
                                                            September 30, 1998
------------------------------------------------------------------------------








                           Three Months Ended    Nine Months Ended  Cumulative
                             September 30,         September 30,     Amounts
                          ---------------------------------------     From
                               1998      1997     1998      1997    Inception
                          -----------------------------------------------------

Revenue - interest        $   2,780    $ 2,807   $ 8,186   $ 7,844   $ 84,115

General and administrative
expenses                      8,941      6,309    23,956    19,549    237,322
                          -----------------------------------------------------

         Loss before         (6,161)    (3,502)  (15,770)  (11,705)  (153,207)
income taxes

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

         Net loss         $  (6,161)   $(3,502)  $(15,770)  $(11,705)$(153,207)
                          =====================================================

Loss per share            $    (.01)   $  (.00)  $  (.02)  $  (.01)  $    (.16)
                          =====================================================

Weighted average number of
shares outstanding         1,000,000  1,000,000  1,000,000 1,000,000   976,000
                          =====================================================
















See accompanying notes to financial statements.


                                      4

<PAGE>



                                                             NIGHTINGALE, INC.
                                                 (A Development Stage Company)
                                           Statement of Cash Flows (Unaudited)
                                                            September 30, 1998
------------------------------------------------------------------------------



<TABLE>
<CAPTION>

                                                     Nine Months Ended
                                                       September 30,           Cumulative
                                                   -------------------------   Amounts From
                                                      1998        1997         Inception
                                                   ---------------------------------------
<S>                                                <C>           <C>         <C>

Cash flows from operating activities:
  Net loss                                         $ (15,770)    $ (11,705)  $ (153,207)
  Adjustments to reconcile net loss to net
    cash provided by (used in) operating
    activities:
     Amortization                                       -              -          1,350
     Increase in accounts payable and
       accrued liabilities                             1,010        35,602        1,701
                                                   ---------------------------------------

            Net cash provided by (used in)
                  operating activities               (14,760)       23,897     (150,156)
                                                   ---------------------------------------

Cash flows from investing activities:
         Increase in organization costs                  -             -         (1,350)
         Increase in restricted cash in escrow        (8,186)       (7,688)    (219,696)
                                                  ----------------------------------------

                  Net cash used in
                  investing activities                (8,186)       (7,688)    (221,046)
                                                  ----------------------------------------

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                              22,723       (16,063)     173,652
                                                  ----------------------------------------

             Net cash provided by (used in)           22,723       (16,063)     371,269
                  financing activities
                                                  ----------------------------------------

             Net (decrease) increase in cash            (221)          146          67

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

Cash, end of period                                $      67      $    371     $    67
                                                  ========================================

</TABLE>


See accompanying notes to financial statements.


                                      5

<PAGE>



                                                             NIGHTINGALE, INC.
                                                 (A Development Stage Company)
                                           Statement of Cash Flows (Unaudited)
                                                                     Continued
                                                            September 30, 1998
------------------------------------------------------------------------------







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

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

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













See accompanying notes to financial statements.


                                      6

<PAGE>



                                                       NIGHTINGALE, INC.
                                           (A Development Stage Company)
                                           Notes to Financial Statements
                                                      September 30, 1998
------------------------------------------------------------------------------






(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, 1998
            and the results of operations and cash flows for the three month and
            nine month periods ended September 30, 1998 and 1997, and cumulative
            amounts since  inception.  The results of  operations  for the three
            months and nine months ended  September 30, 1998 are not necessarily
            indicative of the results to be expected for the entire year.

(2)         Loss per common  share is based on the  weighted  average  number of
            shares outstanding during the period.






                                   7

<PAGE>



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

General

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

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

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

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

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

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

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

         Liquidity  and  Capital  Resources.  Presently,  the  Company's  assets
consist solely of a minimal amount of cash from its initial  capitalization  and
from the sale of stock in its public  offering.  As of September  30, 1998,  the
Company had  unrestricted  cash of $67 and restricted  cash in the Rule 164-11-1
Escrow  Account  of  $219,696.   As  of  December  31,  1997,  the  Company  had
unrestricted  cash of $288 and escrowed cash of $211,510.  The  Company's  total
liabilities amounted to $352,370 as of September 30, 1998, of which $177,017 was
attributed to common stock Units  subscribed.  The Company's  total  liabilities
amounted to $328,636 as of December 31, 1997, of which  $177,017 was  attributed
to common stock units subscribed.  The Company presently has no other resources.
The Company is presently  seeking potential  acquisitions of private  companies,
technologies,  or product  distribution  rights.  Management  believes  that any
acquisition  will be made by  issuing  shares of the  Company's  authorized  but
unissued common stock. The Company's liquidity, capital resources, and financial
statements will be significantly different subsequent to the consummation of any
acquisition. The Company's operating expenses have been covered by advances from
affiliates  in  recent  months.  However,  there  can be no  assurance  that the
Company's affiliates will continue to fund operating costs in the future.

         The Company has been  required to borrow funds from its  affiliates  in
order to fund its general and  administrative  costs.  As of September 30, 1998,
such  affiliates had loaned  $173,652 to the Company which has been used to fund
the Company's  legal fees,  accounting  fees,  filing fees,  travel expenses and
other  administrative  costs. The Company must continue to borrow funds in order
to fund its costs of operations until such time, if ever, it effects a merger or
acquisition transaction. There can be no assurance that the Company will be able
to borrow  additional  funds from such affiliates or from any other persons.  If
the  Company is not able to borrow  additional  funds as needed,  it will not be
able to fund its costs of operations.





                                   9

<PAGE>



         Results of  Operations.  The Company has not commenced  any  operations
except  for  the  preliminary  investigation  of  potential  acquisitions.   The
Company's  assets,  consisting  primarily  of cash,  is on  deposit  in  various
interest bearing and  non-interest  bearing accounts pending the consummation of
any acquisition.  For the three months ended September 30, 1998, the Company had
revenues of $2,780  expenses  of $8,941 and a net loss of $6,161.  For the three
months ended  September 30, 1997, the Company had revenues of $2,807 expenses of
$6,309 and a net loss of $3,502.  For the nine months ended  September 30, 1998,
the Company had revenues of $8,186 expenses of $23,956 and a net loss of $7,844.
For the nine months  ended  September  30,  1997,  the  Company had  revenues of
$15,770  expenses of $19,549 and a net loss of $11,705.  The Company will likely
not have any revenues  except for interest  unless and until it is able to close
an acquisition or merger transaction.

                       PART II - OTHER INFORMATION

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

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

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

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

Item 5.    Other Information.  None.

Item 6(a). Exhibits.  None.

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





                                   10

<PAGE>


                                SIGNATURE

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


Dated:  July 27, 1999                   NIGHTINGALE, INC.



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




                                   11