UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

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

                                   FORM 10-QSB

       (MARK ONE)

         [ X ]       QUARTERLY REPORT PURSUANT TO SECTION 13
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

         [   ]      TRANSITION REPORT PURSUANT TO SECTION 13
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

        FOR THE TRANSITION PERIOD FROM _______________ TO _______________

                             COMMISSION FILE NUMBER
                                    000-25313

                               AGEMARK CORPORATION
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

                NEVADA                                      94-32701689
   (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                       IDENTIFICATION NO.)


                2614 TELEGRAPH AVENUE, BERKELEY, CALIFORNIA 94704
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

         ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (510) 548-6600

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

     Check whether the issuer (1) 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 ___.

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes X No ____.

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: The number of shares of Common
Stock, $.001 par value per share, outstanding on June 30, 1999, was 1,000,000.

     Transitional Small Business Disclosure Format (check one):  Yes ___ No  X

<PAGE>

                                TABLE OF CONTENTS

                                                                           PAGE

PART I  FINANCIAL INFORMATION.................................................2

Item 1.  Financial Statements.................................................2

Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................................9

PART II  OTHER INFORMATION...................................................11

Item 6.  Exhibits and Reports on Form 8-K....................................11

SIGNATURES...................................................................12

EXHIBIT INDEX................................................................13

                                       i

<PAGE>

                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                         INDEPENDENT ACCOUNTANT'S REPORT


To the Stockholders and
Board of Directors of
Agemark Corporation



We have reviewed the accompanying balance sheet of AGEMARK CORPORATION (a Nevada
corporation) as of June 30, 2000, and the related statement of stockholders'
equity for the nine-month period then ended and statements of operations for the
three-month and nine-month periods ended June 30, 2000 and 1999 and statements
of cash flows for the nine-month periods ended June 30, 2000 and 1999. These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim information
consists principally of applying analytical procedures to financial data and
making inquiries of persons responsible for financial and accounting matters. It
is substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.



                                            TIMPSON GARCIA


Oakland, California
August 9, 2000

                                       1

<PAGE>

<TABLE>
                               AGEMARK CORPORATION

                                  BALANCE SHEET

                                  JUNE 30, 2000

                        (IN THOUSANDS EXCEPT SHARE DATA)

                                   (UNAUDITED)

<CAPTION>
                                   A S S E T S

<S>                                                                  <C>
Cash and cash equivalents                                            $           322
Property and equipment, net                                                   20,923
Deferred tax assets                                                              445
Loan costs                                                                        42
Other assets                                                                     336
                                                                     ---------------

Total assets                                                         $        22,068
                                                                     ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
    Accounts payable and accrued liabilities                         $         1,841
    Notes payable                                                             14,990
                                                                     ---------------

              Total liabilities                                      $        16,831
                                                                     ---------------

STOCKHOLDERS' EQUITY
    Common stock, stated value $.001, 20,000,000 shares authorized,
       1,000,000 shares issued and outstanding                       $             1
    Additional paid in capital                                                 5,856
    Accumulated deficit                                                         (620)

              Total stockholders' equity                             $         5,237
                                                                     ---------------

              Total liabilities and stockholders' equity             $        22,068
                                                                     ===============
</TABLE>

See accompanying notes to financial statements.

                                       2

<PAGE>

<TABLE>
                               AGEMARK CORPORATION

                             STATEMENT OF OPERATIONS

                        (IN THOUSANDS EXCEPT SHARE DATA)

                                   (UNAUDITED)

<CAPTION>
                                                             THREE MONTHS ENDED              NINE MONTHS ENDED
                                                                  JUNE 30,                       JUNE 30,
                                                         -------------------------       --------------------------
                                                            2000            1999            2000           1999
                                                         ---------       ---------       ----------     -----------
<S>                                                      <C>             <C>             <C>            <C>
Revenue
   Property gross revenue                                $   2,533       $   2,454       $    7,613     $     7,267
   Other income                                                  4               6               20              48
                                                         ---------       ---------       ----------     -----------

           Total revenue                                 $   2,537       $   2,460       $    7,633     $     7,315
                                                         ---------       ---------       ----------     -----------

Expenses
   Property operating expenses                           $   2,090       $   1,966       $    6,472     $     5,953
   Administrative and overhead expenses                        196             196              608             607
   Interest expense                                            238             210              715             669
   Depreciation                                                158             154              472             461
                                                         ---------       ---------       ----------     -----------

           Total expenses                                $   2,682       $   2,526       $    8,267     $     7,690
                                                         ---------       ---------       ----------     -----------

           Net loss                                      $    (145)      $     (66)      $     (634)    $      (375)
                                                         =========       =========       ==========     ===========

           Basic loss per common share                   $   (0.15)      $   (0.07)      $   (0.63)     $    (0.38)
                                                         =========       =========       =========      ==========
</TABLE>

See accompanying notes to financial statements.

                                       3

<PAGE>

<TABLE>
                               AGEMARK CORPORATION

                        STATEMENT OF STOCKHOLDERS' EQUITY

                         NINE MONTHS ENDED JUNE 30, 2000

                                 (IN THOUSANDS)

                                   (UNAUDITED)

<CAPTION>
                                                                    ADDITIONAL         RETAINED
                                                     COMMON           PAID-IN          EARNINGS
                                                     STOCK            CAPITAL         (DEFICIT)           TOTAL
                                                --------------      ------------     ------------      ------------

<S>                                             <C>                 <C>              <C>               <C>
Balance, September 30, 1999                     $            1      $      5,856     $         14      $      5,871

Net loss                                                                                     (634)             (634)
                                                --------------      ------------     ------------      ------------
Balance, March 31, 2000                         $            1      $      5,856     $       (620)     $      5,237
                                                ==============      ============     ============      ============

</TABLE>

See accompanying notes to financial statements.

                                       4

<PAGE>
<TABLE>

                               AGEMARK CORPORATION

                             STATEMENT OF CASH FLOWS

                                 (IN THOUSANDS)

                                   (UNAUDITED)

<CAPTION>
                                                                                NINE MONTHS ENDED
                                                                                    JUNE 30,
                                                                          -----------------------------
                                                                             2000              1999
                                                                          ------------     ------------
<S>                                                                       <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                               $       (634)    $       (375)
   Adjustments to reconcile net loss to net cash provided by operating
     activities:
       Depreciation                                                                472              461
       Change in assets and liabilities:
          Decrease in other assets                                                  27               97
          Increase (decrease) in accounts payable and accrued liabilities         (120)              75
                                                                          ------------     ------------
                Net cash provided by (used in) operating activities       $       (255)    $        258
                                                                          ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Additions to property and equipment                                    $       (134)    $       (286)
                                                                          ------------     ------------
                Net cash used in investing activities                     $       (134)    $       (286)
                                                                          ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Principal payments on notes payable                                    $        (27)    $       (536)
   New loan costs paid                                                             (42)             (51)
                                                                          ------------     ------------
                Net cash used in financing activities                     $        (69)    $       (587)
                                                                          ------------     ------------
                Net decrease in cash and cash equivalents                 $       (458)    $       (615)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                     780            1,469
                                                                          ------------     ------------
                Cash and cash equivalents, end of period                  $        322     $        854
                                                                          ============     ============

SUPPLEMENTAL DISCLOSURES
   Cash payments for:
     Interest                                                             $        460     $        467
                                                                          ============     ============
     Taxes                                                                $         13     $          2
                                                                          ============     ============
</TABLE>


See accompanying notes to financial statements.

                                       5

<PAGE>

                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1.       BASIS OF PRESENTATION

              The interim financial statements included herein have been
              prepared by the Company, without audit, pursuant to the rules and
              regulations of the Securities and Exchange Commission. Certain
              information and footnote disclosures normally included in
              financial statements prepared in accordance with generally
              accepted accounting principles have been condensed or omitted
              pursuant to such rules and regulations, although the Company
              believes that the disclosures are adequate to make the information
              presented not misleading.

              These statements reflect all adjustments, consisting of normal
              recurring adjustments which, in the opinion of management, are
              necessary for fair presentation of the information contained
              therein. It is suggested that these interim financial statements
              be read in conjunction with the financial statements and notes
              thereto included in the Company's annual report on Form 10-KSB for
              the year ended September 30, 1999. The Company follows the same
              accounting policies in preparation of interim reports.

NOTE 2.       TRANSACTIONS WITH AFFILIATES

              The Company contracts with Evergreen Management, Inc. ("EMI") for
              the management of its owned and operated properties. EMI is
              co-owned by Richard J. Westin and Jesse A. Pittore, directors and
              officers of the Company. Compensation for these management
              services is 4.5% of gross income paid monthly. For the three and
              nine months ended June 30, 2000 management fees of $114,003 and
              $342,590, respectively, are included in the property operating
              expenses on the statement of operations for services provided by
              EMI. At June 30, 2000, accounts payable includes $39,067 owed by
              the Company to EMI.

              For the three and nine months ended June 30, 2000 and 1999, the
              Company paid rent for the Company's headquarters in Berkeley, CA
              in the amount of $6,000 and $18,000 respectively, pursuant to a
              lease between the Company and the Waterford Company, which is
              owned by members of Richard J. Westin's family. The lease is for a
              one-year term starting October 1, 1998 at a rent of $2,000 per
              month. The lease renews automatically unless terminated by either
              party. The lessee is responsible for limited maintenance and
              repair expenses and all utilities. The Waterford Company is
              responsible for major repairs, real estate taxes and debt service.

Note 3.       Employee Stock Incentive Plan

              In December, 1998 the stockholders approved the adoption of the
              1997 Employee Stock Incentive Plan, a stock option plan for
              certain employees and directors. The total number of shares that
              may be issued upon the exercise of options under this plan

                                       6

<PAGE>

                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


              is 250,000. Also under this plan, no participant may be granted
              more than 100,000 shares and no awards may be granted after
              November 21, 2007.

              Effective January 1, 1999, options to purchase up to a total of
              210,416 shares of common stock were granted at exercise prices
              ranging from $1.00 to $1.10 per share to the officers, directors
              and employees of the Company. The options will vest as follows:

                   Shares              Price              Date Fully
                  Granted            Per Share              Vested
               ------------        -------------       ---------------

                  166,666              $1.10             July 1, 1999
                    1,000               1.00           January 1, 2000
                   42,750               1.00           January 1, 2003

              Effective April 1, 1999, options to purchase up to a total of
              18,748 shares of common stock were granted at an exercise price of
              $1.00 per share to other employees of the Company. These options
              become fully vested on April 1, 2001.

              On November 10, 1999, options to purchase up to a total of 5,000
              shares of common stock were granted at an exercise price of $1.00
              per share to employees of the Company's facility in Cumberland, MD
              as a bonus for performance. These options become fully vested on
              November 1, 2001.

              On December 22, 1999, options to purchase up to 3,000 shares of
              common stock were granted at an exercise price of $1.00 to one of
              the Company's directors in consideration of his service on the
              Board of Directors. These options become fully vested on December
              1, 2000.

              The Board of Directors of the Company has estimated the value of
              the Company's common stock at $1.00 per share based on the
              following considerations: there is no public market for stock; the
              Company and the contributing Partnerships have no operating profit
              history; the Plan of Reorganization prohibits the Company from
              declaring any dividends on its common stock until certain notes
              payable assumed pursuant to the Plan of Reorganization are paid in
              full or otherwise satisfied; a significant portion of the
              Company's cash flow for at least the near term is expected to be
              devoted to debt service; and transactions affecting 50,000 shares
              have been effected in the past between the former general partner
              of the contributing Partnerships and certain limited partners
              where the limited partnership interests were purchased by the
              general partner at an equivalent value of approximately $1.00 per
              share.

                                       7


<PAGE>

                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


              Therefore, in the opinion of management, the stock option grants
              are not compensatory and do not have a dilutive effect on the
              calculation of earnings per share.

              Currently, the Company is proposing to modify the exercise price
              of all options previously granted. Under the proposal, the
              exercise price will be determined after the stock is listed for
              public trading and priced at the greater of 100% (110% for certain
              officers and directors) of the average of the first five days'
              closing price or $1.00 ($1.10 for certain officers and directors).
              Accordingly, the fair market value of the options will not exceed
              the fair market value of the stock prior to the determination of
              the exercise price of the options.

NOTE 4.       NOTES PAYABLE

              Over the course of several years the Company has had discussions
              with the Liquidating Trustee of the partnerships that hold
              virtually all of the Company's notes. These notes provide for
              interest to accrue at 8% per annum and payments to be made monthly
              at 6% per annum. At this time the Liquidating Trustee has agreed
              to a suspension of monthly interest payments of approximately
              $57,000 per month to allow the Company to accumulate funds for
              property repairs and improvements and the substantial front-end
              costs required to refinance the notes. It is expected that this
              moratorium on payments will extend through the end of calendar
              year 2000. An additional aspect of these negotiations is a
              tentative agreement by the Liquidating Trustee to allow a
              substantial discount for early payoff of the current balance of
              notes payable and accrued interest totaling approximately
              $15,326,000.

                                       8

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         Statements in this Quarterly Report on Form 10-QSB concerning the
Company's outlook or future economic performance; anticipated profitability,
gross rentals, expenses or other financial items; and statements concerning
assumptions made or exceptions to any future events, conditions, performance or
other matter are "forward looking statements" as that term is defined under the
Federal Securities Laws. Forward-looking statements are subject to risks,
uncertainties, and other factors that would cause actual results to differ
materially from those stated in such statements, including those set forth under
the caption "Factors That May Affect Results" in the description of the
Company's business in the Company's Annual Report on Form 10-KSB.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1999

         Property gross revenue increased from $2,454,000 in the three months
ended June 30, 1999 to $2,533,000 in the three months ended June 30, 2000
reflecting generally higher rental rates. Property operating expenses also
increased in the 2000 period to $2,090,000 from $1,966,000 in the 1999 period.
This increase was attributable primarily to increased maintenance, marketing and
personnel costs. Administrative expenses remained the same at $196,000 for both
periods. Interest expense was $238,000 for the three months ended June 30, 2000
compared to $210,000 for the three months ended June 30, 1999 reflecting higher
expenses on the Company's Rock Island Note partially offset by lower expenses on
the Company's tax notes which are amortizing. Depreciation expense was $158,000
in 2000 compared to $154,000.

NINE MONTHS ENDED JUNE 30, 2000 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 1999

         Property gross revenue increased from $7,267,000 in the nine months
ended June 30, 1999 to $7,613,000 in the nine months ended June 30, 2000
reflecting generally higher rental rates. Property operating expenses also
increased in the 2000 period to $6,472,000 from $5,953,000 in the 1999 period.
This increase was attributable primarily to increased maintenance, marketing and
personnel costs. Administrative expenses were $608,000 in 2000 compared to
$607,000 in 1999. Interest expense was $715,000 for the nine months ended June
30, 2000 compared to $669,000 for the nine months ended June 30, 1999 reflecting
higher expenses on the Company's Rock Island Note partially offset by lower
expenses on the Company's tax notes which are amortizing. Depreciation expense
was $472,000 in 2000 compared to $461,000.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash used in operations during the nine months ended June 30, 2000
was $255,000. The largest single expenditure during the period was to pay off
the previously appealed taxes and interest on the Port Huron, MI facility in the
amount of $247,000.

                                       9

<PAGE>

         The Company's investing activities for the nine months ended June 30,
2000 used $134,000 for improvements to the Company's properties. Capital
expenditures were primarily concentrated on the Company's property in Dickinson,
ND.

         The Company's financing activities used $69,000 during nine months
ended June 30, 2000. Regularly scheduled principal payments of $27,000 were paid
on tax notes.

         Cash and cash equivalents at June 30, 2000 totaled $322,000, down
$458,000 from September 30, 1999. The principal cause of this decrease was the
one-time payment of $247,000 to retire the entire amount of the appealed real
property taxes and interest on the Company's facility in Port Huron, MI.

         Over the course of several years the Company has had discussions with
the Liquidating Trustee of the partnerships that hold virtually all of the
Company's notes. These notes provide for interest to accrue at 8% per annum and
payments to be made monthly at 6% per annum. At this time the Liquidating
Trustee has agreed to a suspension of monthly interest payments of approximately
$57,000 per month to allow the Company to accumulate funds for property repairs
and improvements and the substantial front-end costs required to refinance the
notes. It is expected that this moratorium on payments will extend through the
end of calendar year 2000. An additional aspect of these negotiations is a
tentative agreement by the Liquidating Trustee to allow a substantial discount
for early payoff of the current balance of notes payable and accrued interest
totaling approximately $15,326,000. It is this discount which makes the payoff
of the debt possible.

         Management believes that funds provided from operations and cash
reserves will be adequate to support its short-term cash requirements for
capital expenditures, repayment of debt and maintenance of working capital. The
Company anticipates that new sources of capital, such as the refinancing of its
portfolio of properties, will be necessary to meet its long-term cash
requirements as presently contemplated.

                                       10

<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a)          EXHIBITS.

                      EXHIBIT NO.            Description
                      ----------             -----------------------
                      27                     Financial Data Schedule

         (b)          REPORTS ON FORM 8-K.  The Registrant filed no reports on
                      Form 8-K during the quarter ended June 30, 2000.

                                       11

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        AGEMARK CORPORATION



August 11, 2000                                  /S/  RICHARD J. WESTIN
                                        ----------------------------------------
                                                   Richard J. Westin,
                                                 Chief Executive Officer


August 11, 2000                                  /S/  JAMES P. TOLLEY
                                        ----------------------------------------
                                                    James P. Tolley,
                                               Chief Financial Officer and
                                                Chief Accounting Officer

                                       12

<PAGE>

                                  EXHIBIT INDEX

                       TO QUARTERLY REPORT ON FORM 10-QSB

                             FOR AGEMARK CORPORATION


EXHIBIT NO.         EXHIBIT DESCRIPTION

      27            Financial Data Schedule

                                       13