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, 1999

         [   ]      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

                                      -1-

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

PART I.   FINANCIAL INFORMATION

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

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

PART II.  OTHER INFORMATION

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

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

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

                                      -2-

<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
                               AGEMARK CORPORATION

                                  BALANCE SHEET

                                DECEMBER 31, 1999

                        (IN THOUSANDS EXCEPT SHARE DATA)

<S>                                                               <C>
                                     ASSETS
Cash and cash equivalents                                         $        374
Property and equipment, net                                             21,179
Deferred tax assets                                                        445
Other assets                                                               262
                                                                   -----------
         Total assets                                             $     22,260
                                                                   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable and accrued liabilities                          $      1,631
Notes payable                                                           15,013
                                                                   -----------
         Total liabilities                                        $     16,644
                                                                   -----------

STOCKHOLDERS' EQUITY
Common stock, stated value $.001, 20,000,000 shares authorized,
   1,000,000 shares issued and outstanding                        $          1
Additional paid in capital                                               6,149
Accumulated deficit                                                       (534)
                                                                   -----------

         Total stockholders' equity                               $      5,616
                                                                   -----------
         Total liabilities and stockholders' equity               $     22,260
                                                                   ===========
</TABLE>

See accompanying notes to financial statements.

                                      -3-

<PAGE>

                               AGEMARK CORPORATION

                            STATEMENTS OF OPERATIONS

                  THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998

                        (IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                 1999              1998
                                                                 ----              ----

<S>                                                        <C>               <C>
Revenue
     Property gross revenue                                $     2,535       $      2,372
     Other income                                                    4                 19
                                                             ---------         ----------

                  Total revenue                            $     2,539       $      2,391
                                                             ---------         ----------
Expenses
     Property operating expenses                           $     2,222       $      2,004
     Administrative and overhead expenses                          177                179
     Stock option compensation                                      63
     Interest expense                                              239                233
     Depreciation                                                  156                153
                                                             ---------         ----------

                  Total expenses                           $     2,857       $      2,568
                                                             ---------         ----------

                  Net (loss)                               $      (318)      $       (177)
                                                             =========         ==========

                  Basic (loss) per common share            $    (0.32)       $     (0.18)
                                                             ========          =========

                  Fully diluted (loss) per common share    $    (0.27)       $     (0.18)
                                                             ========          =========
</TABLE>

See accompanying notes to financial statements.

                                      -4-

<PAGE>

                               AGEMARK CORPORATION

                        STATEMENT OF STOCKHOLDERS' EQUITY

                      THREE MONTHS ENDED DECEMBER 31, 1999

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                        ADDITIONAL         ACCUMULATED
                                                      COMMON STOCK    PAID-IN CAPITAL       (DEFICIT)            TOTAL
                                                     --------------   ---------------   -----------------   -------------

<S>                                                  <C>              <C>               <C>                 <C>
Balance, September 30, 1999                          $        1       $    6,086        $         (216)     $    5,871

Stock option compensation                                                     63                                    63

Net (loss)                                                                                        (318)           (318)
                                                       --------         --------          ------------        --------
Balance, December 31, 1999                           $        1       $    6,149        $         (534)     $    5,616
                                                      =========        =========         =============       =========
</TABLE>

See accompanying notes to financial statements.

                                      -5-

<PAGE>

                               AGEMARK CORPORATION

                            STATEMENTS OF CASH FLOWS

                  THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                              1999             1998
                                                                                              ----             ----
<S>                                                                                      <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                                                    $       (318)    $      (177)
    Adjustments to reconcile net (loss) to net cash provided by operating
    activities:
       Depreciation                                                                               156             153
       Stock option compensation                                                                   63
       Change in assets and liabilities:
          Appealed real property taxes and interest paid                                         (247)
          Decrease in other assets                                                                101              95
          Increase (decrease) in accounts payable and accrued liabilities                         (83)            135
                                                                                           ----------       ---------
                  Net cash provided by (used in) operating activities                    $       (328)    $       206
                                                                                           ----------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES
    Additions to property and equipment                                                  $        (74)    $      (156)
                                                                                           ----------       ---------
                  Net cash (used in) investing activities                                $        (74)    $      (156)
                                                                                           ----------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES
    Principal payments on notes payable                                                            (4)           (512)
    New loan costs paid                                                                                          (116)
                                                                                           ----------       ---------
                  Net cash (used in) financing activities                                $         (4)    $      (628)
                                                                                           ----------       ---------
                  Net (decrease) in cash and cash equivalents                            $       (406)    $      (578)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                    780           1,469
                                                                                           ----------       ---------
                  Cash and cash equivalents, end of period                               $        374     $       891
                                                                                           ==========       =========
SUPPLEMENTAL DISCLOSURES Cash payments for:
       Interest                                                                          $        145     $       139
                                                                                           ==========       =========
       Taxes                                                                             $          0     $         0
                                                                                           ==========       =========
</TABLE>

See accompanying notes to financial statements.

                                      -6-

<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 months ended
             December 31, 1999 and December 31, 1998, respectively, management
             fees of $114,067 and $106,757 are included in the property
             operating expenses on the statement of operations for services
             provided by EMI. At December 31, 1999, accounts payable includes
             $38,513 owed by the Company to EMI.

             For the three months ended December 31, 1999 and 1998, the Company
             paid rent for the Company's headquarters in Berkeley, CA 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 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.

                                      -7-

<PAGE>

                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


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 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.

             Options to purchase up to a total of 237,164 shares of common stock
             have been 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 Price
               Date of Grant  Shares Granted     Per Share    Date Fully Vested
             ---------------- --------------  --------------  -----------------

             January 1, 1999      166,666          $1.10      July 1, 1999
             January 1, 1999        1,000           1.00      January 1, 2000
             January 1, 1999       42,750           1.00      January 1, 2003
             April 1, 1999         18,748           1.00      April 1, 2001
             November 10, 1999      5,000           1.00      November 1, 2001
             December 22, 1999      3,000           1.00      December 1, 2000

             The stock of the Company has not been listed for sale on any public
             exchange. For purposes of accounting for compensation expense
             arising from the granting of stock options under APB Opinion No.
             25, the book value of $5.97 per share on September 30, 1998 has
             been used in the absence of any other reliable market information.
             In the case of the 166,666 options which fully vest July 1, 1999,
             the compensation represented by the difference between the $1.10
             exercise price and the $5.97 net book value is being recognized
             over the 57 months remaining of the terms of the employment
             contracts of the officers to whom the options were granted. The
             compensation attributable to the remaining 70,498 options is being
             recognized over their respective 12 month and 48 month vesting
             periods. Total compensation for the three months ended December 31,
             1999 under APB Opinion No. 25 was $63,000.

             If the Company had used the fair value based method of accounting
             for its employee stock incentive plan, as prescribed by Statement
             of Financial Accounting Standards No. 123, stock option
             compensation cost in the statement of operations for the three
             months ended December 31, 1999 would have decreased by $43,000,
             resulting in a net loss of $275,000, and the basic loss per common
             share would have been $0.28.

                                      -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 DECEMBER 31, 1999 COMPARED TO THE THREE MONTHS ENDED DECEMBER
31, 1998

         Property gross revenue increased from $2,372,000 in the three months
ended December 31, 1998 to $2,535,000 in the three months ended December 31,
1999, reflecting generally higher rental rates. Property operating expenses also
increased in the 1999 period to $2,222.000 from $2,004,000 in the 1998 period.
This increase was attributable primarily to increased maintenance, marketing and
personnel costs. Administrative expenses decreased from $179,000 in the three
months ended December 31, 1998 to $177,000 in the three months ended December
31, 1999. Stock option compensation increased from $-0- in 1998 to $63,000
reflecting the compensation recognized as a result of the granting and vesting
of 237,164 options since January 1, 1999. Interest expense was $239,000 for the
three months ended December 31, 1999 compared to $233,000 for the three months
ended December 31, 1998, 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 $156,000 in the three-month period of 1999
compared to $153,000 in the same period in 1998.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash used in operations during the three months ended December 31,
1999 was $328,000. The largest single expenditure during the period was to pay
the previously appealed taxes and interest on the Port Huron, Michigan facility
in the amount of $247,000.

         The Company's investing activities for the three months ended December
31, 1999 used $74,000 for improvements to the Company's properties. Capital
expenditures were primarily concentrated on the Company's property in Dickinson,
North Dakota.

         The Company's financing activities used $4,000 during three months
ended December 31, 1999. A principal payment of $4,000 was paid on a tax note.

         Cash and cash equivalents at December 31, 1999 totaled $374,000, down
$406,000 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, Michigan.
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.

YEAR 2000 DISCLOSURE

         "Year 2000 issues" relate to the result of computer programs having
been written using two digits rather than four to define the applicable year.
Computer programs and electronic devices that utilize date-sensitive software or
information may recognize a date using the "00" as the year 1900 rather than as
the year 2000. In addition, some computer programs that are date sensitive to
the Year 2000 may not have been programmed to process the Year 2000 as a leap
year. These Year 2000 issues could result in a system failure or miscalculations
causing disruptions of operations or the inability of suppliers of material
goods or services to continue supporting the Company's operations.

                                      -9-

<PAGE>

         The Company has assessed its readiness in regard to Year 2000 issues.
The Company has completed an assessment of its hardware and software utilized
for accounting and billing purposes to assure that it is Year 2000 compliant. In
addition, the Company has obtained certificates of Year 2000 compliance from
significant vendors of material supplies and services as well as vendors of
certain emergency call systems utilized in the company's facilities. Contingency
plans have been developed and executed with respect to vendors who will not be
Year 2000 ready in a timely manner where such lack of readiness is expected to
have a material adverse impact on the Company's operations. To date, the Company
is not aware of any Year 2000 issues affecting any of its systems or operations.
However, because the Company cannot be certain that its vendors will be able to
supply material goods and services without material interruption, and because
the Company cannot be certain that execution of its contingency plans will be
capable of implementation or result in a continuous and adequate supply of such
goods and services, the Company cannot give assurance that these matters will
not have a material adverse effect on the Company's future financial position,
results of operations or cash flows.

         The cost of replacing noncompliant hardware, software and systems has
not had a material adverse effect upon the Company's future operations or
prospects. The Company has developed and implemented appropriate contingency
plans to mitigate to the extent possible the effects of any Year 2000
noncompliance. The Company has evaluated its worst case scenario in the event of
Year 2000 noncompliance. Although the full consequences are unknown, the failure
of either the Company's critical systems or those of its material third parties
to be Year 2000 compliant would result in the interruption of the Company's
business, which could have a material adverse effect on the Company's business,
financial position and results of operations.

                                      -10-

<PAGE>

                                     PART II

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

         (a) EXHIBITS.

                 EXHIBIT NO.    DESCRIPTION
                 -----------    --------------------------------------------
                      11        Statement Regarding Computation of Earnings
                                   Per Share
                      27        Financial Data Schedule

         (b) REPORTS ON FORM 8-K. The Registrant filed no reports on Form 8-K
during the quarter ended December 31, 1999.

                                      -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



November 21, 2000                                 /S/ RICHARD J. WESTIN
                                         ---------------------------------------
                                                   Richard J. Westin,
                                                 Chief Executive Officer



November 21, 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.         DESCRIPTION
      -----------         -----------------------------------------------------
           11             Statement Regarding Computation of Earnings Per Share
           27             Financial Data Schedule

                                      -13-