<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 March 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 May 17, 1999, was 1,000,000.

     Transitional Small Business Disclosure Format (check one): Yes      No X
                                                                    ---    ---


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                                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

                                 March 31, 1999

                        (In thousands except share data)

                                   (Unaudited)

                                   A S S E T S

Cash and cash equivalents                                     $             758

Property and equipment, net                                              21,375

Deferred tax assets                                                         445

Loan costs                                                                   61

Other assets                                                                259

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

             Total assets                                    $           22,898
                                                              =================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
    Accounts payable and accrued liabilities                 $            2,188

    Notes payable                                                        15,043

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

             Total liabilities                               $           17,231
                                                              -----------------

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                                                   (190)
                                                              -----------------

             Total stockholders' equity                      $            5,667
                                                              -----------------

             Total liabilities and stockholders' equity      $           22,898
                                                              =================

                 See accompanying notes to financial statements.

                                       2


<PAGE>


                               AGEMARK CORPORATION

                             STATEMENT OF OPERATIONS

                        (In thousands except share data)

                                   (Unaudited)

<TABLE>

<CAPTION>
                                                     Three Months Ended          Six Months Ended
                                                          March 31,                   March 31,
                                                --------------------------   -------------------------
                                                   1999           1998          1999         1998
                                                ------------   -----------   -----------  ------------
<S>                                           <C>            <C>           <C>          <C>
Revenue
    Property gross revenue                    $       2,441  $        306  $      4,813 $         306
    Other income                                         23           -              42           -
                                                ------------   -----------   -----------  ------------

            Total revenue                     $       2,464  $        306  $      4,855 $         306
                                                ------------   -----------   -----------  ------------


Expenses
    Property operating expenses               $       1,983  $        245  $      3,987 $         245
    Administrative and overhead expenses                232                         411             -
    Interest expense                                    226            77           459            77
    Depreciation                                        154            32           307            32
                                                ------------   -----------   -----------  ------------

            Total expenses                    $       2,595  $        354  $      5,164 $         354
                                                ------------   -----------   -----------  ------------


            Net loss                          $       (131)  $       (48)  $      (309) $        (48)
                                                ============   ===========   ===========  ============


            Basic loss per common share       $      (0.13)  $   (240.00)  $     (0.31) $    (240.00)
                                                ============   ===========   ===========  ============

</TABLE>




                See accompanying notes to financial statements.

                                       3


<PAGE>



                               AGEMARK CORPORATION

                        STATEMENT OF STOCKHOLDERS' EQUITY

                         Six Months Ended March 31, 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                                                                              (309)              (309)

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



Balance, March 31, 1999                $            1     $        5,856     $        (190)     $        5,667
                                         =============      =============      =============      =============

</TABLE>

                See accompanying notes to financial statements.

                                       4


<PAGE>



                               AGEMARK CORPORATION

                             STATEMENT OF CASH FLOWS


                                 (In thousands)

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                             Six Months Ended
                                                                                                March 31,
                                                                                        ---------------------------
                                                                                             1999           1998
                                                                                        ---------------------------

<S>                                                                                   <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                                                          $        (309)     $    (48)
    Adjustments to reconcile net loss to net cash provided by operating
      activities:
       Depreciation                                                                              307           32
       Change in assets and liabilities:
          Decrease (increase) in other assets                                                    109           (9)
          Increase (decrease)in accounts payable and accrued liabilities                        (54)           10
                                                                                      ---------------  ------------

              Net cash provided by (used in) operating activities                     $           53     $    (15)
                                                                                      ---------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Additions to property and equipment                                               $        (184)     $     (1)
                                                                                      ---------------  ------------

              Net cash used in investing activities                                   $        (184)     $     (1)
                                                                                      ---------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Principal payments on notes payable                                               $        (529)     $       -
    New loan costs paid                                                                         (51)             -
                                                                                      ---------------  ------------

              Net cash used in financing activities                                   $        (580)     $       0
                                                                                      ---------------  ------------

              Net decrease in cash and cash equivalents                               $        (711)           (16)

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

              Cash and cash equivalents, end of period                                $          758            10
                                                                                      ===============  ============

SUPPLEMENTAL DISCLOSURES
    Cash payments for:

       Interest                                                                       $          168            77
                                                                                      ===============   ===========
       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 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 six months ended March 31,
          1999, management fees of $109,845 and $217,212, respectively, are
          included in the property operating expenses on the statement of
          operations for services provided by EMI. At March 31, 1999, accounts
          payable includes $41,964 owed by the Company to EMI.

          For the three and six months ended March 31, 1999, the Company paid
          rent for the Company's headquarters in Berkeley, California in the
          amount of $6,000 and $12,000, 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


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                                     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 March 31, 1999.

                                       8


<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended 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