<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 June 30, 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
                                                                     ---     ---

<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
                                  June 30, 1999
                        (In thousands except share data)
                                   (Unaudited)


      ASSETS
      Cash and cash equivalents                                $             854
      Property and equipment, net                                         21,323
      Deferred tax assets                                                    445
      Loan costs                                                              61
      Other assets                                                           271
                                                                ----------------

               Total assets                                    $          22,954
                                                                ================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

      LIABILITIES
          Accounts payable and accrued liabilities             $           2,318
          Notes payable                                                   15,035
                                                                ----------------

               Total liabilities                                          17,353
                                                                ----------------

      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                                              (256)
                                                                ----------------

               Total stockholders' equity                                  5,601
                                                                ----------------

               Total liabilities and stockholders' equity      $          22,954
                                                                ================

See accompanying notes to financial statements.

                                       2


<PAGE>


                               AGEMARK CORPORATION

                             STATEMENT OF OPERATIONS

                        (In thousands except share data)

                                   (Unaudited)

<TABLE>

<CAPTION>
                                                                         Three Months Ended          Nine Months Ended
                                                                              June 30,                   June 30,
                                                                    -------------------------------------------------------
                                                                       1999          1998          1999          1998
                                                                    ------------  ------------   ----------  --------------
<S>                                                               <C>           <C>            <C>         <C>
Revenue
    Property gross revenue                                        $       2,454 $       1,202  $     7,267 $         1,508
    Other income                                                              6             -           48               -
                                                                    ------------  ------------   ----------  --------------

              Total revenue                                               2,460         1,202        7,315           1,508
                                                                    ------------  ------------   ----------  --------------


Expenses
    Property operating expenses                                           1,966         1,042        5,953           1,287
    Administrative and overhead expenses                                    196            88          607              88
    Interest expense                                                        210            95          669             172
    Depreciation                                                            154            85          461             117
                                                                    ------------  ------------   ----------  --------------

              Total expenses                                              2,526         1,310        7,690           1,664
                                                                    ------------  ------------   ----------  --------------

              Net loss                                            $        (66) $       (108)  $     (375) $         (156)
                                                                    ============  ============   ==========  ==============


              Basic loss per common share                         $      (0.07) $    (540.00)  $    (0.38) $      (780.00)
                                                                    ============  ============   ==========  ==============

</TABLE>

See accompanying notes to financial statements.

                                       3


<PAGE>


                               AGEMARK CORPORATION

                        STATEMENT OF STOCKHOLDERS' EQUITY

                         Nine Months Ended June 30, 1999

                                 (In thousands)

                                   (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                                                                                       (375)             (375)

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

Balance, March 31, 1999                          $           1     $         5,856     $       (256)     $       5,601
                                                   ============      ==============      ============      ============

</TABLE>

See accompanying notes to financial statements.


                                       4

<PAGE>


                               AGEMARK CORPORATION

                             STATEMENT OF CASH FLOWS

                                 (In thousands)

                                   (Unaudited)

<TABLE>

<CAPTION>
                                                                                         Nine Months Ended
                                                                                             June 30,
                                                                                     --------------------------
                                                                                        1999           1998
                                                                                     ------------    ----------

<S>                                                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                       $       (375)   $     (156)
    Adjustments to reconcile net loss to net cash
      provided by operating activities:
       Depreciation                                                                          461           117
       Change in assets and liabilities:
         Decrease (increase) in other assets                                                  97            13
         Increase (decrease)in accounts payable and accrued liabilities                       75            69
                                                                                     ------------    ----------

                Net cash provided by (used in) operating activities                          258            43
                                                                                     ------------    ----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Additions to property and equipment                                                    (286)          (56)
                                                                                     ------------    ----------

                Net cash used in investing activities                                      (286)          (56)
                                                                                     ------------    ----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Cash acquired in connection with issuance of common stock                                              120
    Principal payments on notes payable                                                    (536)             -
    New loan costs paid                                                                     (51)
                                                                                     ------------    ----------

                Net cash used in financing activities                                      (587)           120
                                                                                     ------------    ----------

                Net decrease in cash and cash equivalents                                  (615)           107

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                             1,469            26
                                                                                     ------------    ----------

                Cash and cash equivalents, end of period                           $         854   $       133
                                                                                     ============    ==========

SUPPLEMENTAL DISCLOSURES
    Cash payments for:
       Interest                                                                    $         467   $       154
                                                                                     ============    ==========
       Taxes                                                                                   0             0
                                                                                     ============    ==========

</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
          Agemark Corporation (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.
          These interim financial statements should 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 and nine months ended June 30,
          1999, management fees of $110,431 and $327,013, respectively, are
          included in the property operating expenses on the statement of
          operations for services provided by EMI. At June 30, 1999, accounts
          payable included $41,770 owed by the Company to EMI.

          For the three and nine months ended June 30, 1999, the Company paid
          rent for the Company's headquarters in Berkeley, California 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
          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.   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.

          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


     (b) Reports on Form 8-K. The Registrant filed no reports on Form 8-K during
the quarter ended June 30, 1999.

                                       8


<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



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

                                       9


<PAGE>


                                  EXHIBIT INDEX

                      TO QUARTERLY REPORT ON FORM 10-QSB/A

                             FOR AGEMARK CORPORATION


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

    27                         Financial Data Schedule