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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-QSB

                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934

                   For the Quarter Ended September 30, 1999

                        Commission File No. 33-23429-D


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


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


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


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


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


          Common Stock outstanding at March 7, 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 .


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                                 FORM 10-QSB

                      FINANCIAL STATEMENTS AND SCHEDULES
                               NIGHTINGALE, INC.

                   For the Quarter ended September 30, 1999.

      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, 1999..................................3

          Statements of Operations--for the three months and nine
          months ended September 30, 1999 and September 30, 1998.............4

          Statements of Cash Flows--for the nine months
          ended September 30, 1999 and September 30, 1998..................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


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                                                       NIGHTINGALE, INC.
                                           (A Development Stage Company)


                                                           Balance Sheet
                                          September 30, 1999 (Unaudited)
------------------------------------------------------------------------------





         Assets

Current assets:
   Cash                                                     $        614
   Restricted cash in escrow                                     229,998
                                                            ------------

            Total current assets                            $    230,612
                                                            ============


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

         Liabilities and Stockholders' Deficit

Current liabilities:
   Accounts payable and accrued liabilities                 $      1,207
   Advances from related party                                   201,417
   Common stock units subscribed                                 177,017
                                                            ------------

            Total current liabilities                            379,641
                                                            ------------

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             (169,629)
                                                            ------------

            Total stockholders' deficit                         (149,029)
                                                            ------------

            Total liabilities and stockholders' deficit     $    230,612
                                                            ============





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                                                       NIGHTINGALE, INC.
                                           (A Development Stage Company)

                       Statement of Operations (Unaudited)


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







                                                               Cumulative
                         Three Months Ended  Nine Months Ended  Amounts
                           September 30,       September 30,     From
                        ---------------------------------------
                           1999      1998     1999      1998   Inception
                        ----------------------------------------------------

Revenue - interest      $  2,699   $ 2,780   $ 7,677   $ 8,186  $  94,417

General and administrative
expenses                   4,187     8,941   17,813     23,956    264,046
                        ----------------------------------------------------

 Loss before income taxes (1,488)   (6,161) (10,136)   (15,770)  (169,629)

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

   Net loss             $  (1,488) $ (6,161) $(10,136)  $(15,770) $(169,629)
                        ====================================================

Loss per share          $    $(.00)    $(.01)   $ (.01)   $(.02)     (.17)
                        ====================================================

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






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



                                                                  Cumulative
                                              Nine Months Ended     Amounts
                                                September 30,        From
                                           -----------------------
                                              1999        1998     Inception
                                           ----------------------------------
Cash flows from operating activities:
   Net loss                                $  (10,136)  $(15,770)  $(169,629)
   Adjustments to reconcile net loss to net
     cash provided by (used in) operating
     activities:
      Amortization                               -          -         1,350
      Increase in accounts payable and
        accrued liabilities                        76      1,010      1,207
                                           ----------------------------------

            Net cash provided by (used in)
            operating activities              (10,060)   (14,760)  (167,072)
                                           ----------------------------------

Cash flows from investing activities:
   Increase in organization costs                 -         -        (1,350)
   Increase in restricted cash in escrow       (7,677)    (8,186)  (229,998)
                                           ----------------------------------

            Net cash used in
            investing activities               (7,677)    (8,186)  (231,348)
                                           ----------------------------------

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                             18,336     22,723   201,417
                                           ----------------------------------

            Net cash provided by (used in)
            financing activities               18,336     22,723   399,034
                                           ----------------------------------

            Net (decrease) increase in cash       599       (221)      614

Cash, beginning of period                          15        288        -
                                           ----------------------------------

Cash, end of period                        $      614   $     67   $   614
                                           ==================================


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                  Statement of Cash Flows (Unaudited)
                                                               Continued
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                                                             Cumulative
                                        Nine Months Ended      Amounts
                                          September 30,         From
                                     ------------------------
                                         1999        1998     Inception
                                     -----------------------------------
Supplemental disclosure of cash flow
information:

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

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








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                                                       NIGHTINGALE, INC.
                                           (A Development Stage Company)

                                           Notes to Financial Statements


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(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, 1999 and the results of operations
      and cash flows for the three month and nine month periods ended  September
      30, 1999 and 1998, and cumulative amounts since inception.  The results of
      operations  for the three months and nine months ended  September 30, 1999
      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.






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                 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




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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  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, 1999, the Company had
unrestricted  cash of $614  and  restricted  cash in the  Rule  164-11-1  Escrow
Account of $229,988.  As of December 31, 1998, the Company had unrestricted cash
of $15 and escrowed cash of $222,322.  The Company's total liabilities  amounted
to $379,641 as of September 30, 1999, of which $177,017 was attributed to common
stock Units subscribed.  The Company's total liabilities amounted to $361,230 as
of December 31, 1998,  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,  1999,  such
affiliates  had loaned  $201,417 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




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merger or  acquisition  transaction.  There can be no assurance that the Company
will be able to borrow  additional  funds from such affiliates or from any other
persons.  If the Company is not able to borrow  additional  funds as needed,  it
will not be able to fund its costs of operations.

   Results of Operations.  The Company has not commenced any  operations  except
for the  preliminary  investigation  of potential  acquisitions.  The  Company's
assets,  consisting primarily of cash, is on deposit in various interest bearing
and  non-interest  bearing accounts pending the consummation of any acquisition.
For the three  months  ended  September  30,  1999,  the Company had revenues of
$2,699  expenses of $4,187 and a net loss of $1,488.  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 nine months ended  September 30, 1999,  the Company
had  revenues of $7,677  expenses of $17,813 and a net loss of $10,136.  For the
nine months  ended  September  30,  1998,  the  Company  had  revenues of $8,186
expenses of $23,956 and a net loss of $15,770.  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.





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                                SIGNATURE

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


Dated: March 17, 2000               NIGHTINGALE, INC.



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




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