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

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

                                  FORM 10-QSB/A
                                (AMENDMENT NO. 2)

   (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

ITEM 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations........................................  8

PART II.  OTHER INFORMATION

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

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

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

<PAGE>

                         PART I -- FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
                               AGEMARK CORPORATION

                                  BALANCE SHEET

                                  JUNE 30, 1999

                        (IN THOUSANDS EXCEPT SHARE DATA)

                                   (UNAUDITED)


<S>                                                       <C>
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
                                                            ============
</TABLE>

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
    Stock option compensation                                 110                         167
    Interest expense                                          210            95           669           172
    Depreciation                                              154            85           461           117
                                                       ----------    ----------    ----------    ----------

              Total expenses                                2,636         1,310         7,857         1,664
                                                       ----------    ----------    ----------    ----------

              Net loss                                $     (176)   $     (108)   $     (542)   $     (156)
                                                       ==========    ==========    ==========    ==========


              Basic loss per common share             $    (0.07)   $  (540.00)   $    (0.54)   $   780.00)
                                                       ==========    ==========    ==========    ==========

              Fully diluted loss per common share     $    (0.15)   $  (540.00)   $    (0.48)   $  (780.00)
                                                       ==========    ==========    ==========    ==========
</TABLE>

See accompanying notes to financial statements.

<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

Stock option compensation                                                      167                                 167

Net loss                                                                                       (542)             (542)

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

Balance, March 31, 1999                          $           1     $         6,023     $       (423)     $       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                                                            $       (542)   $     (156)
    Adjustments to reconcile net loss to net cash
      provided by operating activities:
       Depreciation                                                               461           117
       Stock option compensation                                                  167
       Change in assets and liabilities:
         Decrease in other assets                                                  97            13
         Increase in accounts payable and accrued liabilities                      75            69
                                                                         ------------    ----------

                Net cash provided by 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 provided by (used in) financing activities     $       (587)   $       120
                                                                         ------------    ----------

                Net increase (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, 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
             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 Price      Date Fully
                 Share 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 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 62,498 options is being
             recognized over their respective 12 month and 48 month vesting
             periods. Total compensation for the three and nine months ended
             June 30, 1999 under APB Opinion No. 25 was $110,000 and $167,000,
             respectively.

             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 statements of operations for the three and
             nine months ended June 30, 1999 would have decreased by $43,000 and
             $86,000, respectively, resulting in net losses of $133,000 and
             $456,000, respectively and basic losses per common share would have
             been $0.13 and $0.46, respectively.

                                      -7-

<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 Registration Statement on Form 10-SB.

RESULTS OF OPERATIONS

OVERVIEW

         The Company commenced partial operations on January 1, 1998 with the
acquisition of its first property located in Williston, North Dakota. Over the
course of the fiscal period that ended September 30, 1998, the remainder of the
ten properties owned by the Company were acquired. On April 1, 1998 six
additional properties were acquired including the Sedalia, Missouri property
which was later sold. Comparisons of results of operations for the three and
nine months ended June 30, 1999, representing the ownership and operation of ten
properties, to the results of operations for the three months ended June 30,
1998, representing the results of operations for seven properties, are not
meaningful.

THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1998

         Property gross revenue increased from $1,202,000 in the three months
ended June 30, 1998 to $2,454,000 in the three months ended June 30, 1999
reflecting the increase in properties owned from seven in 1998 to ten in 1999.
Property operating expenses also increased in the 1999 period to $1,966,000 from
$1,042,000 in the 1998 period. This increase was also attributable to increased
number of properties owned. Administrative expenses increased from $88,000 in
1998 to $196,000 in 1999 reflecting the increase in number of administrative
personnel, and the full operation of the Company in 1999. Stock option
compensation increased from $-0- in 1998 to $110,000 reflecting the compensation
recognized as a result of the granting and vesting of 210,416 options on January
1, 1999 and 18,748 options on April 1, 1999. Interest expense was $210,000 for
the three months ended June 30, 1999 compared to $95,000 for the three months
ended June 30, 1998 reflecting larger amounts outstanding under property notes
in 1999. Depreciation expense was $154,000 in 1999 compared to $85,000 in 1998
reflecting the greater number of properties owned in 1999.

NINE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 1998

         The Company only operated six months during the nine months ended June
30, 1998. Therefore, comparisons of the results of operations for the two
periods are not meaningful.

         The Company incurred a net loss of $542,000 for the nine months ended
June 30, 1999. Property gross revenue was $7,267,000 for the nine months versus
property operating expenses of $5,953,000 for net income from property
operations of $1,314,000; after interest costs of $669,000 and depreciation
expense of $461,000 the properties made $184,000. Administrative and overhead
expenses totaled $607,000, including personnel related costs of $376,000, legal
and accounting of $125,000, occupancy costs of $21,000 and other administrative
costs of $85,000. Stock option compensation increased from $-0- in 1998 to
$167,000 reflecting the compensation recognized as a result of the granting and
vesting of 210,416 options on January 1, 1999 and 18,748 options on April 1,
1999. Other income of $48,000 consists of $25,000 of interest income on the
Company's reserves, $21,000 from the settlement of prepetition liabilities for
less than their assumed value and $2,000 of miscellaneous income.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided by operating activities for the nine months ended
June 30, 1999 was $258,000. Funds were primarily provided by depreciation and
the decrease in other assets. During the period accrued interest

                                      -8-

<PAGE>

increased $203,000 but was substantially offset by the decrease in other
accounts payable and accrued liabilities. The terms of the Company's long-term
debt provide for interest to accrue if computed cash flow is not sufficient to
pay it currently.

         The Company's investing activities for the nine months ended June 30,
1999 used $286,000 primarily for improvements to the Company's properties.
Capital expenditures were primarily concentrated on the Company's property in
Beatrice, Nebraska where $132,000 was spent during the period.

         The Company's financing activities used $587,000 during the nine months
ended June 30, 1999. Principal payments of $508,000 and $3,000 were made on the
Company's superfirst and other notes payable and $25,000 was paid on a tax
notes. In addition, in an effort to refinance the Company's long-term debt,
$116,000 was paid for services and deposits related to obtaining replacement
financing and $65,000 was refunded to the Company.

         Cash and cash equivalents at June 30, 1999 totaled $854,000, down
$615,000 from September 30, 1998. The principal cause of this decrease was the
one-time payment of $508,000 on the Company's Superfirst note payable.
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. This recognition 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.

         The Company has not completed its assessment of its readiness in regard
to Year 2000 issues. During the last fiscal quarter the Company embarked upon a
complete 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 begun to obtain certificates of Year 2000 compliance from all
vendors of material supplies and services as well as vendors of certain
emergency call systems utilized in the company's facilities. Contingency plans
will be 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. 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.

         As these assessments and initiatives are not as yet completed, the
Company cannot say whether the cost of replacing noncompliant hardware, software
and systems will have a material adverse effect upon the Company's future
operations or prospects. The Company intends to develop and implement, if
necessary, appropriate contingency plans to mitigate to the extent possible the
effects of any Year 2000 noncompliance, and expects to have such plans completed
during the current fiscal year. As part of the development of a contingency
plan, the Company will evaluate 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.

                                      -9-

<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 June 30, 1999.

                                      -10-

<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

                                      -11-

<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

                                      -12-