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

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

                                 FORM 10-QSB/A
                               (AMENDMENT NO. 2)

     (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, 1998

     [   ]         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 14, 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............................  7

PART II.  OTHER INFORMATION

ITEM 6.   Exhibits and Reports on Form 8-K...............................  9

SIGNATURES ..............................................................  10

EXHIBIT INDEX............................................................  11

<PAGE>

                                     PART I

                             FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                              AGEMARK CORPORATION

                                 BALANCE SHEET

                               DECEMBER 31, 1998

                        (IN THOUSANDS EXCEPT SHARE DATA)

                                  (UNAUDITED)

                                  A S S E T S

Cash and cash equivalents                                        $       891
Property and equipment, net                                           21,502
Deferred tax assets                                                      445
Loan costs                                                               126
Other assets                                                             273
                                                                 -----------

          Total assets                                           $    23,237
                                                                 ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
     Accounts payable and accrued liabilities                    $     2,378
     Notes payable                                                    15,060
                                                                 -----------

          Total liabilities                                      $    17,438
                                                                 -----------

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                                                 (58)
                                                                 -----------

          Total stockholders' equity                             $     5,799
                                                                 -----------

          Total liabilities and stockholders' equity             $    23,237
                                                                 ===========


                SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                                       2

<PAGE>

                              AGEMARK CORPORATION
                            STATEMENT OF OPERATIONS

                      THREE MONTHS ENDED DECEMBER 31, 1998

                        (IN THOUSANDS EXCEPT SHARE DATA)

                                  (UNAUDITED)

Revenue

     Property gross revenue                                      $     2,372
     Other income                                                         19
                                                                 -----------

          Total revenue                                          $     2,391
                                                                 -----------

Expenses

     Property operating expenses                                 $     2,004
     Administrative and overhead expenses                                179
     Interest expense                                                    233
     Depreciation                                                        153
                                                                 -----------

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

          Net loss                                               $      (177)
                                                                 ===========

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


                SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                                       3

<PAGE>

                              AGEMARK CORPORATION
                       STATEMENT OF STOCKHOLDERS' EQUITY

                      THREE MONTHS ENDED DECEMBER 31, 1998

                                 (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                                                                                 (177)              (177)
                                           -----------         ------------        ----------          ---------

Balance, December 31, 1998                 $        1          $      5,856        $      (58)         $   5,799
                                           ===========         ============        ==========          =========

</TABLE>

                SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                                       4

<PAGE>

                              AGEMARK CORPORATION
                            STATEMENT OF CASH FLOWS

                      THREE MONTHS ENDED DECEMBER 31, 1998

                                 (IN THOUSANDS)

                                  (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES
     Net loss                                                    $      (177)
     Adjustments to reconcile net loss to net cash
      provided by operating activities:
        Depreciation                                                     153
        Change in assets and liabilities:
          Decrease in other assets                                        95
          Increase in accounts payable and accrued liabilities           135
                                                                 -----------
               Net cash provided by operating activities         $       206
                                                                 -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Additions to property and equipment                         $      (156)
                                                                 -----------
               Net cash (used in) investing activities           $      (156)
                                                                 -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Principal payments on notes payable                         $      (512)
     New loan costs paid                                                (116)
                                                                 -----------
               Net cash (used in) financing activities           $      (628)
                                                                 -----------
               Net decrease in cash and cash equivalents         $      (578)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR                           1,469
                                                                 -----------
               Cash and cash equivalents, end of period          $       891
                                                                 ===========

SUPPLEMENTAL DISCLOSURES
     Cash payments for:
       Interest                                                  $       139
                                                                 ===========
       Taxes                                                     $         0
                                                                 ===========


                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 months ended December 31, 1998, management fees of $106,757 are included
in the property operating expenses on the statement of operations for services
provided by EMI. At December 31, 1998, accounts payable includes $36,495 owed by
the Company to EMI.

          For the three months ended December 31, 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 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.

NOTE 3.   SUBSEQUENT EVENT

          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:

            SHARE              EXERCISE PRICE                  DATE
           GRANTED                PER SHARE                FULLY 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.

          No compensation arising from stock option transactions is reflected in
these financial statements as the issue date is January 1, 1999 or later.

                                       6

<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 FOR THE THREE MONTHS ENDED DECEMBER 31, 1998

          The Company lost $177,000 for the three months ended December 31,
1998. The Company was not in operation during the same period in 1997. Property
gross revenue was $2,372,000 for the three months versus property operating
expenses of $2,004,000 for net income from property operations of $368,000;
after interest costs of $233,000 and depreciation expense of $153,000 the
properties lost $18,000. Administrative and overhead expenses totaled $179,000,
including personnel related costs of $121,000, legal and accounting of $23,000,
occupancy costs of $7,000 and other administrative costs of $28,000. Other
income of $19,000 consists of $12,000 of interest income on the Company's
reserves, $5,000 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 three months ended
December 31, 1998 was $206,000. The Company was not in operation during the same
period in 1997. Funds were primarily provided by depreciation and the increase
in accounts payable and accrued liabilities, principally accrued interest. 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 three months ended December
31, 1998 used $156,000 which was used to improve the Company's properties.
Capital expenditures were primarily concentrated on the Company's property in
Beatrice, NE where $120,000 was spent during the quarter.

          The Company's financing activities used $628,000 during the three
months ended December 31, 1998. Principal payments of $508,000 and $3,000 were
made on the Company's Superfirst and other notes payable. In addition, in an
effort to refinance the Company's long-term debt, $116,000 was paid for services
related to obtaining replacement financing. A portion of this amount was
refunded to the Company subsequent to the close of the quarter.

          Cash and cash equivalents at December 31, 1998 totaled $891,000, down
$578,000 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
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

                                       7

<PAGE>

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.

                                       8

<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, 1998.

                                       9

<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

                                       10

<PAGE>

                                 EXHIBIT INDEX

                       TO QUARTERLY REPORT ON FORM 10-QSB

                            FOR AGEMARK CORPORATION


          EXHIBIT NO.         EXHIBIT DESCRIPTION

              27              Financial Data Schedule

                                       11