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, 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

                                       1

<PAGE>


                         PART I -- FINANCIAL INFORMATION

Item 1.  Financial Statements.

                               AGEMARK CORPORATION

                                  BALANCE SHEET

                                December 31, 1999

                        (In thousands except share data)

                                   A S S E T S

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                                            5,856
    Retained earnings                                                     (241)
                                                                 --------------

                Total stockholders' equity                      $         5,616
                                                                 --------------



                Total liabilities and stockholders' equity      $        22,260
                                                                 ==============

See accompanying notes to financial statements.

                                       2

<PAGE>


                               AGEMARK CORPORATION

                            STATEMENTS OF OPERATIONS

                  Three Months Ended December 31, 1999 and 1998

                        (In thousands except share data)

                                                     1999               1998
                                                     ----               ----

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
    Interest expense                                     239                233
    Depreciation                                         156                153
                                               -------------      -------------

               Total expenses                 $        2,794     $        2,568
                                               -------------      -------------


               (Loss) before income taxes     $        (255)     $        (177)


Income tax expense (benefit)                               0                  0
                                               -------------      -------------



               Net income (loss)              $        (255)     $        (177)
                                               =============      =============




               Basic loss per common share    $                  $
                                                      (0.26)             (0.18)
                                               =============      =============



See accompanying notes to financial statements.

                                        3

<PAGE>

<TABLE>
<CAPTION>
                                                    AGEMARK CORPORATION

                                            STATEMENT OF STOCKHOLDERS' EQUITY

                                         Three Months Ended December 31, 1999

                                                      (In thousands)






                                                                          Additional
                                                         Common            Paid-In            Retained
                                                         Stock             Capital            Earnings            Total
                                                         -----             -------            --------            -----

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

Balance, September 30, 1999                         $            1     $        5,856     $           14     $       5,871



Net (loss)                                                                                         (255)             (255)

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



Balance, September 30, 1999                         $            1     $        5,856     $        (241)     $       5,616
                                                      =============      =============      =============      ============

</TABLE>





See accompanying notes to financial statements.

                                       4


<PAGE>

<TABLE>
<CAPTION>

                                                     AGEMARK CORPORATION
                                                   STATEMENTS OF CASH FLOWS

                                        Three Months Ended December 31, 1999 and 1998

                                                        (In thousands)


                                                                                                     1999             1998
                                                                                                     ----             ----
<S>                                                                                            <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                                                          $        (255)    $       (177)
    Adjustments to reconcile net income (loss) to
      net cash provided by operating activities:
       Depreciation                                                                                       156              153
       Change in assets and liabilities:
         Appealed real property taxes and interest paid                                                 (247)
         Decrease in other assets                                                                         101               95
         (Decrease) increase in accounts payable and accrued liabilities                                 (83)              135
                                                                                                 -------------     ------------

            Net cash (used in) provided by 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                                                                                     0            (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.

                                       5

<PAGE>


                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

Note 1.      Basis of Presentation

             The interim financial statements included herein have been
             prepared by the Company, without audit, pursuant to the rules and
             regulations of the Securities and Exchange Commission. Certain
             information and footnote disclosures normally included in
             financial statements prepared in accordance with generally accepted
             accounting principles have been condensed or omitted pursuant to
             such rules and regulations, although the Company believes that the
             disclosures are adequate to make the information presented not
             misleading.

             These statements reflect all adjustments, consisting of normal
             recurring adjustments which, in the opinion of management, are
             necessary for fair presentation of the information contained
             therein. It is suggested that these interim financial statements
             be read in conjunction with the financial statements and notes
             thereto included in the Company's 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.

                                       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                   July1, 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.

             On November 10, 1999, options to purchase up to a total of 5,000
             shares of common stock were granted at an exercise price of $1.00
             per share to employees of the Company's facility in Cumberland, MD
             as a bonus for performance. These options become fully vested on
             November 1, 2001.

             On December 22, 1999, options to purchase up to 3,000 shares of
             common stock were granted at an exercise price of $1.00 to one of
             the Company's directors in consideration of his service on the
             Board of Directors. These options become fully vested on
             December 1, 2000.

             The Board of Directors of the Company has estimated the value of
             the Company's common stock at $1.00 per share based on the
             following


                                       7

<PAGE>


                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


Note 3.      Employee Stock Incentive Plan (continued)

             considerations: there is no public market for stock; the Company
             and the contributing Partnerships have 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 have been
             effected in the past 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.

             Therefore, the stock option grants are not considered compensatory
             and do not have a dilutive effect on the calculation of earnings
             per share.


                                       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. 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.

                                       9


<PAGE>


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.

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

                        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



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


                                       12

<PAGE>


                                  EXHIBIT INDEX

                       TO QUARTERLY REPORT ON FORM 10-QSB

                             FOR AGEMARK CORPORATION


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

     27             Financial Data Schedule


                                       13