<PAGE>

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

                                   ----------

                                  FORM 10-QSB/A
                                (AMENDMENT NO. 1)

           (Mark One)

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

                For the quarterly period ended December 31, 1998
                                               -----------------

              [   ]         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 May 14, 1999, was 1,000,000.

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

<PAGE>


                                TABLE OF CONTENTS
                                -----------------


                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION
-------  ---------------------

ITEM 1.  Financial Statements.....................................             2


PART II.  OTHER INFORMATION
--------  -----------------

ITEM 6.   Exhibits and Reports on Form 8-K........................             8


SIGNATURES   .....................................................             9
----------

EXHIBIT INDEX ....................................................            10
-------------

<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

Item 1.   Financial Statements

                               AGEMARK CORPORATION

                                  BALANCE SHEET

                                December 31, 1998

                        (In thousands except share data)

                                   (Unaudited)

                                   A S S E T S

Cash and cash equivalents                                     $              891
Property and equipment, net                                               21,502
Deferred tax assets                                                          445
Loan costs                                                                   126
Other assets                                                                 273
                                                                ----------------

             Total assets                                     $           23,237
                                                               =================


                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
    Accounts payable and accrued liabilities                 $             2,378
    Notes payable                                                         15,060
                                                               -----------------

             Total liabilities                               $            17,438
                                                               -----------------

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                                                     (58)
                                                               -----------------

             Total stockholders' equity                      $             5,799
                                                               -----------------


             Total liabilities and stockholders' equity      $            23,237
                                                               =================

See accompanying notes to financial statements.


                                       2

<PAGE>



                               AGEMARK CORPORATION

                             STATEMENT OF OPERATIONS

                      Three Months ended December 31, 1998

                        (In thousands except share data)

                                   (Unaudited)

Revenue
     Property gross revenue                                  $         2,372
     Other income                                                         19
                                                               --------------

              Total revenue                                  $         2,391
                                                               --------------


Expenses
     Property operating expenses                             $         2,004
     Administrative and overhead expenses                                179
     Interest expense                                                    233
     Depreciation                                                        153
                                                               --------------

              Total expenses                                 $         2,568
                                                               --------------


              Net loss                                       $         (177)
                                                               =============


              Basic loss per common share                    $
                                                                      (0.18)
                                                               =============

                                       3

<PAGE>



                               AGEMARK CORPORATION

                        STATEMENT OF STOCKHOLDERS' EQUITY

                      Three Months ended December 31, 1998

                        (In thousands except share data)

                                   (Unaudited)


<TABLE>
<CAPTION>
                                                              Additional         Retained
                                             Common            Paid-In           Earnings
                                             Stock             Capital           (Deficit)            Total
                                             -----             -------           ---------            -----

<S>                                     <C>                <C>                <C>                <C>
Balance, September 30, 1998             $            1     $        5,856     $          119     $        5,976



Net loss                                                                               (177)              (177)

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



Balance, December 31, 1998              $            1     $        5,856     $         (58)     $        5,799
                                          =============      =============      =============      =============

</TABLE>


                                       4

<PAGE>



                               AGEMARK CORPORATION

                             STATEMENT OF CASH FLOWS

                      Three Months Ended December 31, 1998

                                 (In thousands)

                                   (Unaudited)



CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                     $         (177)
    Adjustments to reconcile net loss to net cash
      provided by operating activities:
       Depreciation                                                         153
       Change in assets and liabilities:
          Decrease in other assets                                           95
          Increase in accounts payable and accrued liabilities              135
                                                                   -------------

            Net cash provided by operating activities            $          206
                                                                   -------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Additions to property and equipment                          $         (156)
                                                                   -------------

            Net cash used in investing activities                $         (156)
                                                                   -------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Principal payments on notes payable                          $         (512)
    New loan costs paid                                                    (116)
                                                                   -------------

            Net cash used in financing activities                $         (628)
                                                                   -------------

            Net decrease in cash and cash equivalents            $         (578)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                              1,469
                                                                   -------------

            Cash and cash equivalents, end of period             $          891
                                                                   =============

SUPPLEMENTAL DISCLOSURES
     Cash payments for:
       Interest                                                  $          139
                                                                   =============
       Taxes                                                     $            0
                                                                   =============



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 registration statement on Form 10-SB for the year
          ended September 30, 1998. 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 months ended December 31, 1998,
          management fees of $106,757 are included in the property operating
          expenses on the statement of operations for services provided by EMI.
          At December 31, 1998, accounts payable includes $36,495 owed by the
          Company to EMI.

          For the three months ended December 31, 1998, the Company paid rent
          for the Company's headquarters in Berkeley, California in the amount
          of $6,000 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 will automatically renew 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.


                                       6

<PAGE>


                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS



Note 3.   Subsequent Event

          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 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:

                                   Exercise                Date
                Share              Price                   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.

          The Board of Directors of the Company determined at the time of grants
          that the estimated fair market value of the Company's common stock was
          $1.00 per share based on the following considerations: there was no
          public market for the stock; the Company and the contributing
          Partnerships had 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 had been effected at that time 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.

          The Company believes that the stock option grants are not
          compensatory and that therefore they do not have a dilutive effect on
          the calculation of earnings per share.


                                       7

<PAGE>


                                     PART II

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

     (a)      Exhibits.
              --------

              Exhibit No.             Description
              ----------              -----------

                  27*                  Financial Data Schedule



     *    Previously filed.


     (b) Reports on Form 8-K. The Registrant filed no reports on Form 8-K during
the quarter ended December 31, 1998.


                                       8

<PAGE>


                                   SIGNATURES

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

                                        AGEMARK CORPORATION



February 11, 2000                             /s/ RICHARD J. WESTIN
                                        ----------------------------------------
                                                  Richard J. Westin,
                                                Chief Executive Officer



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


<PAGE>


                                  EXHIBIT INDEX

                      TO QUARTERLY REPORT ON FORM 10-QSB/A

                             FOR AGEMARK CORPORATION


Exhibit No.               Exhibit Description
-----------               -------------------

     27*                  Financial Data Schedule



*Previously filed.