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                                                   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, 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

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


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

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes X  No__.

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: The number of shares of
Common Stock, $.001 par value per share, outstanding on June 30, 1999, was
1,000,000.

         Transitional Small Business Disclosure Format (check one):  Yes__ No X.


<PAGE>
                                TABLE OF CONTENTS

                                                                           PAGE

PART I.  FINANCIAL INFORMATION

ITEM 1. Financial Statements..................................................2

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

PART II. OTHER INFORMATION

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

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

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

                                       1
<PAGE>


                         PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                         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 March 31, 2000, and the related statement of stockholders'
equity for the six-month period then ended and statements of operations for the
three-month and six-month periods ended March 31, 2000 and 1999 and statements
of cash flows for the six-month periods ended March 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
May 5, 2000

                                       2

<PAGE>

                               AGEMARK CORPORATION

                                  BALANCE SHEET

                                 MARCH 31, 2000

                        (IN THOUSANDS EXCEPT SHARE DATA)

                                    UNAUDITED


                                     ASSETS

Cash and cash equivalents                                       $         369
Property and equipment, net                                            21,058
Deferred tax assets                                                       445
Loan costs                                                                 30
Other assets                                                              274
                                                                   ----------
         Total assets                                            $     22,176
                                                                   ==========
                      LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
     Accounts payable and accrued liabilities                    $      1,799
     Notes payable                                                     14,995
                                                                   ----------
         Total liabilities                                       $     16,794
                                                                   ==========
STOCKHOLDERS' EQUITY
Common stock, stated value $.001, 20,000,000 shares authorized,
   1,000,000 shares issued and outstanding                       $          1
     Additional paid in capital                                         6,224
     Accumulated deficit                                                 (843)
                                                                   ----------
         Total stockholders' equity                              $      5,382
                                                                   ----------
         Total liabilities and stockholders' equity              $     22,176
                                                                   ==========
See accompanying notes to financial statements.

                                       3

<PAGE>

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                                                AGEMARK CORPORATION

                                             STATEMENTS OF OPERATIONS

                                THREE AND SIX MONTHS ENDED MARCH 31, 2000 AND 1999

                                         (IN THOUSANDS EXCEPT SHARE DATA)

                                                    (UNAUDITED)

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

                                                                Three Months                    Six Months
                                                               Ended March 31,               Ended March 31,
                                                       -------------------------------------------------------
                                                             2000            1999          2000           1999
                                                       -------------------------------------------------------
Revenue

    Property gross revenue                              $       2,544    $    2,441    $     5,080    $  4,813
                                                        -------------    ----------    -----------    --------
    Other income                                                   11            23             16          42
                                                        -------------    ----------    -----------    --------
         Total revenue                                  $       2,555    $    2,464    $     5,096    $  4,855
                                                        -------------    ----------    -----------    --------

Expenses
    Property operating expenses                         $       2,160    $    1,983    $     4,380    $  3,987
    Administrative and overhead expenses                          233           232            411         411
    Stock option compensation                                      75            57            138          57
    Interest expense                                              238           226            479         459
    Depreciation                                                  157           154            315         307
                                                        -------------    ----------    -----------    --------
         Total expenses                                 $       2,863    $    2,652    $     5,585    $  5,164
                                                        -------------    ----------    -----------    --------
         Net (loss)                                     $        (308)   $     (188)   $      (627)   $   (366)
                                                        =============    ==========    ===========    ========
         Basic (loss) per common share                  $       (0.31)   $    (0.19)   $     (0.63)   $  (0.37)
                                                        =============    ==========    ===========    ========
         Fully diluted (loss) per common share          $       (0.26)   $    (0.16)   $     (0.53)   $  (0.33)
                                                        =============    ==========    ===========    ========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

                                       4

<PAGE>

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<CAPTION>

                                                AGEMARK CORPORATION

                                         STATEMENT OF STOCKHOLDERS' EQUITY

                                          SIX MONTHS ENDED MARCH 31, 2000

                                                  (IN THOUSANDS)

                                                    (UNAUDITED)


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

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

Balance, September 30, 1999                          $        1       $    6,086             $ (216)          $   5,871
Stock option compensation                                                    138                                    138
Net (loss)                                                                                     (627)               (627)
                                                     ----------       ----------             ------           ----------
Balance, March 31, 2000                              $        1       $    6,224             $ (843)          $    5,382
                                                     ==========       ==========             ======           ==========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

                                       5

<PAGE>

<TABLE>
<CAPTION>

                                                AGEMARK CORPORATION

                                             STATEMENTS OF CASH FLOWS

                                     SIX MONTHS ENDED MARCH 31, 2000 AND 1999

                                                  (IN THOUSANDS)

                                                    (UNAUDITED)

<S>                                                                                <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES                                                     2000                 1999
                                                                                         ----                 ----
     Net income (loss)                                                             $       (627)        $       (366)
     Adjustments to reconcile net (loss) to net cash provided by operating
         activities:
         Depreciation                                                                       315                  307
         Stock option compensation                                                          138                   57
         Change in assets and liabilities:
              Decrease in other assets                                                       89                  109
              (Decrease) in accounts payable and accrued liabilities                       (162)                 (54)
                                                                                    -----------           ----------
                      Net cash provided by (used in) operating activities          $       (247)        $         53
                                                                                    -----------           ----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Additions to property and equipment                                           $       (112)        $       (184)
                                                                                    -----------           ----------
                      Net cash (used in) investing activities                      $       (112)        $       (184)
                                                                                    -----------           ----------
CASH FLOWS FROM FINANCING ACTIVITIES
     Principal payments on notes payable                                           $        (22)        $       (529)
     New loan costs paid                                                                    (30)                 (51)
                                                                                    -----------           ----------
                      Net cash (used in) financing activities                      $        (52)        $       (580)
                                                                                    -----------           ----------
                      Net (decrease) in cash and cash equivalents                  $       (411)        $       (711)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                              780                1,469
                                                                                    -----------           ----------
                      Cash and cash equivalents, end of period                     $        369         $        758
                                                                                    ===========           ==========
SUPPLEMENTAL DISCLOSURES Cash payments for:
         Interest                                                                  $        337         $        316
                                                                                    ===========           ==========
         Taxes                                                                     $          0         $          0
                                                                                    ===========           ==========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>

                                       6

<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 and six months
             ended March 31, 2000 management fees of $114,589 and $228,586,
             respectively, are included in the property operating expenses on
             the statement of operations for services provided by EMI. At March
             31, 2000, accounts payable includes $38,124 owed by the Company to
             EMI.

             For the three and six months ended March 31, 2000 and 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 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.

                                       7

<PAGE>


                          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.

             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:

                                        Exercise Price
 Date of Grant       Shares Granted       Per Share       Date Fully Vested
---------------     ----------------    -------------    --------------------
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

     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 12 month and 48 month  vesting  periods.
     Total  compensation for the three and six months ended March 31, 1999 under
     APB Opinion No. 25 was $57,000.  Total  compensation  for the three and six
     months  ended  March 31,  2000 under APB  Opinion  No. 25 was  $75,000  and
     $138,000, respectively.

     If the Company had used the fair value based method of  accounting  for its
     employee  stock  incentive  plan,  as  prescribed by Statement of Financial
     Accounting  Standards  No.  123,  stock  option  compensation  cost  in the
     statements of operations  for the three and six months ended March 31, 1999
     would have  decreased  by $43,000,  resulting in net losses of $145,000 and
     $323,000,  respectively  and basic  losses per common share would have been
     $0.15 and $0.32, respectively. For the three and six months ended March 31,
     2000,  stock option  compensation  cost would have decreased by $53,000 and
     $89,000,  respectively,  resulting in net losses of $255,000 and  $541,000,
     respectively  and basic  losses per common  share would have been $0.26 and
     $0.54, respectively.

                                        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 MARCH 31, 2000 COMPARED TO THE THREE MONTHS ENDED
MARCH 31, 1999

         Property gross revenue increased from $2,441,000 in the three months
ended March 31, 1999 to $2,544,000 in the three months ended March 31, 2000
reflecting generally higher rental rates. Property operating expenses also
increased in the 2000 period to $2,160,000 from $1,983,000 in the 1999 period.
This increase was attributable primarily to increased maintenance, marketing and
personnel costs. Administrative expenses increased from $232,000 in 1999 to
$233,000 in 2000. Stock option compensation increased from $57,000 in 1999 to
$75,000 in 2000 reflecting the greater number of options outstanding in the
current period. Interest expense was $238,000 for the three months ended March
31, 2000 compared to $226,000 for the three months ended March 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 $157,000 in 2000 compared to $154,000.

SIX MONTHS ENDED MARCH 31, 2000 COMPARED TO THE SIX MONTHS ENDED MARCH 31, 1999

         Property gross revenue increased from $5,080,000 in the six months
ended March 31, 1999 to $4,813,000 in the six months ended March 31, 2000
reflecting generally higher rental rates. Property operating expenses also
increased in the 2000 period to $4,380,000 from $3,987,000 in the 1999 period.
This increase was attributable primarily to increased maintenance, marketing and
personnel costs. Administrative expenses were the same in both periods at
$411,000. Stock option compensation increased from $57,000 in 1999 to $138,000
in 2000 reflecting the greater number of options outstanding in the current
period. Interest expense was $479,000 for the six months ended March 31, 2000
compared to $459,000 for the six months ended March 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 $315,000
in 2000 compared to $307,000.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash used in operations during the six months ended March 31, 2000
was $247,000. The largest single expenditure during the period was to pay off
the previously appealed taxes and interest on the Port Huron, MI facility in the
amount of $247,000.

         The Company's investing activities for the six months ended March 31,
2000 used $112,000 for improvements to the Company's properties. Capital
expenditures were primarily concentrated on the Company's property in Dickinson,
ND.

         The Company's financing activities used $52,000 during six months ended
March 31, 2000. Regularly scheduled principal payments of $22,000 were paid on
tax notes.

         Cash and cash equivalents at March 31, 2000 totaled $306,000, down
$411,000 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, MI.
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>


                                     PART II

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

 (a) EXHIBIT.

     EXHIBIT NO.          DESCRIPTION
     -----------          -------------------------------
        11                Statement Regarding Computation of Earnings Per Share
        27                Financial Data Schedule

 (b) REPORTS ON FORM 8-K.  The Registrant filed no reports on Form 8-K during
     the quarter ended March 31, 2000.

                                       10

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                             AGEMARK CORPORATION


November 21, 2000                       /S/ RICHARD J. WESTIN
                             --------------------------------------------------
                                            Richard J. Westin,
                                        Chief Executive Officer


November 21, 2000                       /s/ JAMES P. TOLLEY
                             --------------------------------------------------
                                              James P. Tolley,
                                         Chief Financial Officer and
                                         Chief Accounting Officer

                                       11

<PAGE>

                                  EXHIBIT INDEX

                       TO QUARTERLY REPORT ON FORM 10-QSB

                             FOR AGEMARK CORPORATION



          EXHIBIT NO.   DESCRIPTION
          -----------   -------------------------------------------------------

          11             Statement Regarding Computation of Earnings Per Share

          27             Financial Data Schedule

                                       12