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

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

                                   FORM 10-QSB


   (MARK ONE)

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

                  FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2000

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

             FOR THE TRANSITION PERIOD FROM __________ TO __________

                             COMMISSION FILE NUMBER
                                    000-25313

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

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

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

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

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

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes X  No   .
            ---   ---

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: The number of shares of
Common Stock, $.001 par value per share, outstanding on February 9, 2001, 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.............................................  4

ITEM 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations........................................ 10

PART II. OTHER INFORMATION

ITEM 6.    Exhibits and Reports on Form 8-K................................. 12

SIGNATURES ................................................................. 13

EXHIBIT INDEX .............................................................. 14

                                      -2-
<PAGE>

                         INDEPENDENT ACCOUNTANT'S REPORT


To the Stockholders and
Board of Directors of
Agemark Corporation



We have reviewed the accompanying balance sheet of AGEMARK CORPORATION (a Nevada
corporation) as of December 31, 2000, and the related statement of stockholders'
equity for the three-month period then ended and statements of operations and
cash flows for the three-month periods ended December 31, 2000 and 1999. These
financial statements are the responsibility of the Company's management.

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

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



                                                   TIMPSON GARCIA

Oakland, California
February 9, 2001

                                      -3-
<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
                               AGEMARK CORPORATION

                                  BALANCE SHEET

                                DECEMBER 31, 2000

                        (IN THOUSANDS EXCEPT SHARE DATA)

                                     ASSETS
<S>                                                             <C>
Cash and cash equivalents                                       $          554
Property and equipment, net                                             19,738
Investment in joint venture                                                190
Deferred tax assets                                                        445
Other assets                                                               427
                                                                  ------------
         Total assets                                           $       21,354
                                                                  ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued liabilities                        $        2,128
Notes payable                                                           14,970
                                                                  ------------
         Total liabilities                                      $       17,098
                                                                  ------------

STOCKHOLDERS' EQUITY
Common stock, stated value $.001, 20,000,000 shares
    authorized, 1,000,000 shares issued and outstanding         $            1
Additional paid in capital                                               6,403
Accumulated deficit                                                     (2,148)
                                                                  ------------

         Total stockholders' equity                             $        4,256
                                                                  ------------

         Total liabilities and stockholders' equity             $       21,354
                                                                  ============
See accompanying notes to financial statements.

</TABLE>

                                      -4-

<PAGE>

<TABLE>
                               AGEMARK CORPORATION

                            STATEMENTS OF OPERATIONS

                  THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999

                        (IN THOUSANDS EXCEPT SHARE DATA)

<CAPTION>
                                                             2000              1999
                                                             ----              ----

<S>                                                    <C>               <C>
Revenue
     Property gross revenue                            $     2,644       $      2,535
     Other income                                               43                  4
                                                         ---------         ----------

         Total revenue                                 $     2,687       $      2,539
                                                         ---------         ----------
Expenses
     Property operating expenses                       $     2,331       $     2,222
     Administrative and overhead expenses                      164               177
     Stock option compensation                                  51                63
     Interest expense                                          244               239
     Depreciation                                              158               156
                                                         ---------         ---------

         Total expenses                                $     2,948       $      2,857
                                                         ---------         ----------

                                                       $      (261)      $       (318)

(Loss) on disposition of property                             (617)                 0
Equity in net (loss) of joint venture                          (10)                 0
                                                         ---------         ----------

         Net (loss)                                    $      (888)      $       (318)
                                                         ==========        ==========

         Basic (loss) per common share                 $     (0.89)      $      (0.32)
                                                         ==========        ==========

         Fully diluted (loss) per common share         $     (0.75)      $      (0.27)
                                                         ==========        ==========
See accompanying notes to financial statements.

</TABLE>

                                      -5-

<PAGE>

<TABLE>
                               AGEMARK CORPORATION

                        STATEMENT OF STOCKHOLDERS' EQUITY

                      THREE MONTHS ENDED DECEMBER 31, 2000

                                 (IN THOUSANDS)

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

<S>                                     <C>              <C>              <C>            <C>
Balance, September 30, 2000             $        1       $    6,352       $    (1,260)   $    5,093

Stock option compensation                                        51                              51

Net (loss)                                                                       (888)         (888)
                                         ---------        ---------        ----------     ---------
Balance, December 31, 2000              $        1       $    6,403       $    (2,148)   $    4,256
                                         =========        =========        ==========     =========

See accompanying notes to financial statements.

</TABLE>

                                      -6-

<PAGE>

<TABLE>
                               AGEMARK CORPORATION

                            STATEMENTS OF CASH FLOWS

                  THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999

                                 (IN THOUSANDS)

<CAPTION>
                                                                                    2000             1999
                                                                                    ----             ----
<S>                                                                            <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net (loss)                                                                 $       (888)    $       (318)
    Adjustments to reconcile net (loss) to net cash provided by operating
    activities:
       Depreciation                                                                     158              156
       Stock option compensation                                                         51               63
       Loss on disposition of property                                                  617                0
       Undistributed loss from joint venture                                             10                0
       Change in assets and liabilities:
          Appealed real property taxes and interest paid                                  0             (247)
          Decrease in other assets                                                       24              101
          Increase (decrease) in accounts payable and accrued liabilities               285              (83)
                                                                                  ---------        ---------

                  Net cash provided by (used in) operating activities          $        257     $       (328)
                                                                                  ---------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES
    Investment in joint venture                                                $        (36)    $          0
    Additions to property and equipment                                                 (22)             (74)
                                                                                  ----------       ---------
                  Net cash (used in) investing activities                      $        (58)    $        (74)
                                                                                  ----------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES
    Principal payments on notes payable                                        $          0     $         (4)
                                                                                  ---------        ---------

                  Net increase (decrease) in cash and cash equivalents         $        199     $       (406)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                          355              780
                                                                                  ---------        ---------
                  Cash and cash equivalents, end of period                     $        554     $        374
                                                                                  =========        =========

SUPPLEMENTAL DISCLOSURES
    Cash payments for:
       Interest                                                                $          0     $        145
                                                                                 ==========        =========
       Taxes                                                                   $          0     $          0
                                                                                 ==========        =========

See accompanying notes to financial statements.

</TABLE>

                                      -7-

<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, 2000. 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, 2000 and December 31, 1999, respectively, management
             fees of $118,983 and $114,067 are included in the property
             operating expenses on the statement of operations for services
             provided by EMI. At December 31, 2000, accounts payable includes
             $40,086 owed by the Company to EMI.

             For the three months ended December 31, 2000 and 1999, 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.

NOTE 3.      LOSS ON DISPOSITION OF PROPERTY

             In December, 2000 the Company disposed of its property located in
             Manitowoc, WI in return for cancellation of liability for prior
             years' unpaid property taxes. The depreciated book value of the
             property disposed of was $764,000 and the liabilities cancelled
             were $147,000 resulting in a net loss of $617,000. This property
             has always been operated as an apartment house and was not part of
             the core business of the Company.

                                      -8-

<PAGE>

                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS



NOTE 4.      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:

<TABLE>
<CAPTION>
                                                     Exercise Price
                Date of Grant      Shares Granted       Per Share      Date Fully Vested
             ------------------   ----------------  ----------------  -------------------

             <S>                      <C>                 <C>         <C>
             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

</TABLE>
             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 vesting periods. Total
             compensation under APB Opinion No. 25 was $51,000 for the three
             months ended December 31, 2000 and $63,000 for the three months
             ended December 31, 1999.

             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, 2000 would have decreased by $43,000,
             resulting in a net loss of $845,000, and the basic loss per common
             share would have been $0.85. For the three months ended December
             31, 1999 stock option compensation cost in the statement of
             operations 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.

                                      -9-

<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; the cash flow for the
Cumberland, Maryland joint venture; the anticipated need for additional sources
of capital; and statements concerning assumptions made or exceptions to any
future events, conditions, performance or other matters, 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, 2000 COMPARED TO THE THREE MONTHS ENDED DECEMBER
31, 1999

         Property gross revenue increased from $2,535,000 in the three months
ended December 31, 1999 to $2,644,000 in the three months ended December 31,
2000, reflecting generally higher rental rates. Property operating expenses also
increased in the 2000 period to $2,331,000 from $2,222,000 in the 1999 period.
This increase was attributable primarily to increased maintenance, marketing and
personnel costs. Administrative expenses decreased from $177,000 in the three
months ended December 31, 1999 to $164,000 in the three months ended December
31, 2000. Stock option compensation decreased from $63,000 in 1999 to $51,000 in
2000 reflecting lower number of options vesting and the higher number of options
ceded in 2000. Interest expense was $244,000 for the three months ended December
31, 2000 compared to $239,000 for the three months ended December 31, 1999,
reflecting higher expenses on the Company's Rock Island Note partially offset by
lower expenses on the Company's tax notes which are amortizing. Depreciation
expense was $158,000 in 2000 compared to $156,000 in the same period in 1999.

         The loss on disposition of property represents a special situation. The
Manitowoc, WI property, which has been operated as an apartment house for
students rather than an assisted living facility, was disposed of at a loss of
$617,000 in December 2000. It was the decision of management to dispose of the
property rather than attempt to renegotiate the settlement of delinquent
property taxes being demanded by the local taxing authority. The decision was
based in part on the estimated future operating costs of the property, the cost
of repairs and improvements required by local building authorities, and the cash
position of the Company. In deciding to make the disposition, management judged
that the sale value of the property, based on its past and projected future
operations did not approximate the net book value nor did it merit further
investments to hold the property.

          The equity in net loss of joint venture item was new in 2000. The
equity in net loss of joint venture in the amount of $10,000 reflects the
Company's 25% share of the expected start-up losses at the joint venture
Alzheimer's facility in Cumberland, MD. Breakeven cash flow is anticipated in
the first half of calendar year 2001.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided by operations during the three months ended December
31, 2000 was $257,000. The largest source of funds was those provided by the
increase in accounts payable and accrued liabilities, primarily from deferred
interest on the Company's secured notes payable.

         The Company's investing activities for the three months ended December
31, 2000 used $58,000. The joint venture at Cumberland, MD required an
investment of $36,000 and $22,000 was invested in improvements to the Company's
properties.

         Cash and cash equivalents at December 31, 2000 totaled $554,000, an
increase of $199,000 from September 30, 2000. The principal cause of the
increase was the additional deferral of interest on the Company's secured notes
payable. By agreement with the holder of the regular mortgage notes and the Rock
Island mortgage note, minimum interest payments required to be paid from June
2000 through December 2000 have been deferred to provide funds to perform
substantial physical modifications to the property located in Hastings, NE.
Management

                                      -10-

<PAGE>

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.

IMPACT OF INCREASES IN THE COST OF POWER

         All of the Company's facilities have been adversely affected by
increases in the cost of natural gas during the current quarter. The Company has
instituted temporary utility surcharge on residents to partially offset these
increases. However, there can be no assurance that these additional fees will be
high enough or implemented soon enough to fully recover these rate increases.

                                      -11-

<PAGE>

                                     PART II

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

         (a) EXHIBITS.

      EXHIBIT NO.          DESCRIPTION
      -----------          -----------------------------------------------------
           11              Statement regarding Computation of Per Share Earnings

         (b) REPORTS ON FORM 8-K.

             The Registrant filed no reports on Form 8-K during the quarter
ended December 31, 2000.

                                      -12-

<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 13, 2001                                    /S/ RICHARD J. WESTIN
                                          --------------------------------------
                                                     Richard J. Westin,
                                                   Chief Executive Officer



February 13, 2001                                     /S/ JAMES P. TOLLEY
                                          --------------------------------------
                                                      James P. Tolley,
                                                 Chief Financial Officer and
                                                  Chief Accounting Officer

                                      -13-

<PAGE>

                                  EXHIBIT INDEX

                       TO QUARTERLY REPORT ON FORM 10-QSB

                             FOR AGEMARK CORPORATION



      EXHIBIT NO.          DESCRIPTION
      -----------          -----------------------------------------------------
           11              Statement regarding Computation of Per Share Earnings


                                      -14-