<PAGE>

                                  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 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

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

                               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         $          1
     authorized, 1,000,000 shares issued and outstanding               5,856
    Additional paid in capital                                         (190)
    Accumulated deficit                                          ----------- 

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

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

                See accompanying notes to financial statements.


                                       2

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<TABLE>
<CAPTION>


                               AGEMARK CORPORATION

                             STATEMENT OF OPERATIONS

                        (In thousands except share data)

                                   (Unaudited)

                                                                      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)
                                                                                        
            Fully diluted loss per common share                    $      (0.11)    $    (240)      $   (0.29)      $    (240)
                                                                                                    



                See accompanying notes to financial statements.

</TABLE>

                                       3

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<TABLE>
<CAPTION>

                              AGEMARK CORPORATION

                       STATEMENT OF STOCKHOLDERS' EQUITY

                        Six Months Ended March 31, 1999

                                 (In thousands)

                                  (Unaudited)

                                                                          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
                                                       ===========        ===========       ===========       ============

                See accompanying notes to financial statements.

</TABLE>

                                       4


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                              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


                See accompanying notes to financial statements.

</TABLE>

                                       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. 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. Results for
          any interim period are not necessarily indicative of results for
          any future interim period or for the entire fiscal year.

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 30, 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 30, 1999, accounts payable includes $41,964 owed by the
          Company to EMI.

          For the three and six months ended March 30, 1999, the Company paid
          rent for the Company's headquarters in Berkeley, CA 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.   Stock Option 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
          187,666 shares of common stock were granted at exercise prices
          ranging from $1.00 to $1.10 per share to the officers and directors
          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
                   20,000               1.00               January 1, 2000

          Effective April 1, 1999, options to purchase up to a total of
          42,750 shares of common stock were granted at an exercise price of
          $1.00 per share to other employees of the Company. These options
          vest 50% on issuance with the balance vesting over two years. The
          date on which they become fully vested is April 1, 2001.


                                       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
adequacy of the Company's capital resources and ability to obtain new sources of
capital; 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 which ended September 30, 1998, the
remainder of the ten properties owned by the Company were acquired. Comparisons
of results of operations for the three and six months ended March 31, 1999,
representing the ownership and operation of ten properties, to the results of
operations for the three months ended March 31, 1998, representing the results
of operations for the Williston, North Dakota property alone, are not
meaningful.

Three Months Ended March 31, 1999 Compared to the Three Months
Ended March 31, 1998

     Property gross revenue increased from $306,000 in the three months ended
March 31, 1998 to $2,441,000 in the three months ended March 31, 1999
reflecting the increase in properties owned from one in 1998 to ten in 1999.
Property operating expenses also increased in the 1999 period to $1,983,000
from $245,000 in the 1998 period.  This increase was also attributable to
increased number of properties owned.  Administrative expenses increased from
$-0- in 1998 to $232,000 in 1999 reflecting the increase in number of
administrative personnel, and the full operation of the Company in 1999.
Interest expense was $232,000 for the three months ended March 31, 1999
compared to $77,000 for the three months ended March 31, 1998 reflecting the
greater number of property notes in 1999.  Depreciation expense was $154,000 in
1999 compared to $32,000 in 1998 reflecting the greater number of properties
owned in 1999.

Results of Operations for the Six Months Ended March 31, 1999

     The Company only operated three months during the six months ended 
March 31, 1998.  Therefore, comparisons of the results of operations for the
two periods are not meaningful.


                                       8

<PAGE>

     The Company lost $309,000 for the six months ended March 31, 1999.
Property gross revenue was $4,813,000 for the six months versus property
operating expenses of $3,987,000 for net income from property operations of
$826,000; after interest costs of $459,000 and depreciation expense of $307,000,
the properties made $60,000. Administrative and overhead expenses totaled
$411,000, including personnel related costs of $253,000, legal and accounting of
$83,000, occupancy costs of $14,000 and other administrative costs of $61,000.
Other income of $42,000 consists of $19,000 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 six months ended
March 31, 1999 was $63,000. Funds were primarily provided by depreciation and
the decrease in other assets. During the period accrued interest increased
$143,000 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 six months ended March 31,
1999 used $184,000 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 $580,000 during the six months
ended March 31, 1999. Principal payments of $508,000 and $3,000 were made on the
Company's Superfirst and other notes payable and $18,000 was paid on a tax note.
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 March 31, 1999 totaled $758,000, down
$711,000 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


                                      9
<PAGE>

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 assessed its readiness in regard to Year 2000
issues. During the current fiscal year the Company will embark upon and complete
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 will
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 in
mid-1999. 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.


                                      10

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                                     PART II

Item 6.  Exhibits and Reports on Form 8-K.

     (a) Exhibits.
         --------

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

             11           Statement regarding Computation of Per Share Earnings
             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.


                                      11

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                                   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



May 14, 1999                                /s/ RICHARD J. WESTIN
                                       --------------------------------
                                             Richard J. Westin,
                                           Chief Executive Officer



May 14, 1999                                /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
-----------             -------------------

    11                  Statement regarding Computation of Per Share Earnings
    27                  Financial Data Schedule


                                       13