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 JUNE 30, 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

                           __________________________


     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................................................2

Item 1. Financial Statements.................................................2

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations................................................8

PART II OTHER INFORMATION...................................................10

Item 6. Exhibits and Reports on Form 8-K....................................10

SIGNATURES..................................................................11

EXHIBIT INDEX...............................................................12

                                       i

<PAGE>


                         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 June 30, 2000, and the related statement of stockholders'
equity for the nine-month period then ended and statements of operations for the
three-month and nine-month periods ended June 30, 2000 and 1999 and statements
of cash flows for the nine-month periods ended June 30, 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
August 9, 2000

                                       1

<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                               AGEMARK CORPORATION

                                  BALANCE SHEET

                                  JUNE 30, 2000

                        (IN THOUSANDS EXCEPT SHARE DATA)

                                   (UNAUDITED)


                                   A S S E T S

Cash and cash equivalents                                   $           322
Property and equipment, net                                          20,923
Deferred tax assets                                                     445
Loan costs                                                               42
Other assets                                                            336
                                                            ---------------

Total assets                                                $        22,068
                                                            ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
    Accounts payable and accrued liabilities                $         1,841
    Notes payable                                                    14,990
                                                            ---------------

             Total liabilities                              $        16,831
                                                            ---------------

STOCKHOLDERS' EQUITY
    Common stock, stated value $.001, 20,000,000 shares
       authorized, 1,000,000 shares issued and outstanding  $             1
    Additional paid in capital                                        6,288
    Accumulated deficit                                              (1,052)

              Total stockholders' equity                    $         5,237
                                                            ---------------

              Total liabilities and stockholders' equity    $        22,068
                                                            ===============


See accompanying notes to financial statements.

                                       2

<PAGE>


                               AGEMARK CORPORATION

                             STATEMENT OF OPERATIONS

                        (IN THOUSANDS EXCEPT SHARE DATA)

                                   (UNAUDITED)

<TABLE>
<CAPTION>

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


                                                             THREE MONTHS ENDED              NINE MONTHS ENDED
                                                                  JUNE 30,                       JUNE 30,
                                                       ------------------------------------------------------------
                                                            2000            1999            2000           1999
                                                       ------------------------------------------------------------
Revenue
   Property gross revenue                                $   2,533       $   2,454       $    7,613     $     7,267
   Other income                                                  4               6               20              48
                                                         ---------       ---------       ----------     -----------

           Total revenue                                 $   2,537       $   2,460       $    7,633     $     7,315
                                                         ---------       ---------       ----------     -----------
Expenses
   Property operating expenses                           $   2,090       $   1,966       $    6,472     $     5,953
   Administrative and overhead expenses                        196             196              608             607
   Stock option compensation                                    64             110              202             167
   Interest expense                                            238             210              715             669
   Depreciation                                                158             154              472             461
                                                         ---------       ---------       ----------     -----------
           Total expenses                                $   2,746       $   2,636       $    8,469     $     7,857
                                                         ---------       ---------       ----------     -----------

           Net loss                                      $    (209)      $    (176)      $     (836)    $      (542)
                                                         =========       =========       ===========    ===========

           Basic loss per common share                   $   (0.21)      $   (0.18)      $    (0.84)    $     (0.54)
                                                         =========       =========       ==========     ===========

          Fully diluted loss per common share            $   (0.18)      $   (0.15)      $    (0.70)    $     (0.48)
                                                         =========       =========       ==========     ===========
</TABLE>



See accompanying notes to financial statements.

                                       3

<PAGE>


                               AGEMARK CORPORATION

                        STATEMENT OF STOCKHOLDERS' EQUITY

                         NINE MONTHS ENDED JUNE 30, 2000

                                 (IN THOUSANDS)

                                   (UNAUDITED)


<TABLE>
<CAPTION>
<S>                                               <C>               <C>             <C>             <C>

                                                                    ADDITIONAL
                                                    COMMON           PAID-IN       RETAINED
                                                     STOCK            CAPITAL       DEFICIT            TOTAL
                                                  -------------   --------------  ---------------   ------------
Balance, September 30, 1999                       $         1       $     6,086     $     (216)     $      5,871

Stock option compensation                                                   202                              202

Net loss                                                                                  (836)             (836)

                                                   ----------       -----------     ------------    ------------
Balance, June 30, 2000                             $        1       $     6,288     $   (1,052)     $      5,237
                                                   ==========       ===========     ============    ============
</TABLE>



See accompanying notes to financial statements.

                                       4

<PAGE>

<TABLE>
<CAPTION>

                               AGEMARK CORPORATION

                             STATEMENT OF CASH FLOWS

                                 (IN THOUSANDS)

                                   (UNAUDITED)

<S>                                                                                 <C>              <C>

                                                                                          NINE MONTHS ENDED
                                                                                              JUNE 30,
                                                                                  --------------------------------
                                                                                       2000              1999
                                                                                  --------------  ----------------
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                                                         $       (836)    $       (542)
   Adjustments to reconcile net loss to net cash provided by operating
     activities:
       Depreciation                                                                          472              461
       Stock option compensation                                                             202              167
       Change in assets and liabilities:
          Decrease in other assets                                                            27               97
          Increase (decrease) in accounts payable and accrued liabilities                   (120)              75
                                                                                    ------------     ------------
                Net cash provided by (used in) operating activities                 $       (255)    $        258
                                                                                    ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Additions to property and equipment                                              $       (134)    $       (286)
                                                                                    ------------     ------------
                Net cash used in investing activities                               $       (134)    $       (286)
                                                                                    ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Principal payments on notes payable                                              $        (27)    $       (536)
   New loan costs paid                                                                       (42)             (51)
                                                                                    ------------     ------------
                Net cash used in financing activities                               $        (69)    $       (587)
                                                                                    ------------     ------------
                Net decrease in cash and cash equivalents                           $       (458)    $       (615)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                               780            1,469
                                                                                    ------------     ------------
                Cash and cash equivalents, end of period                            $        322     $        854
                                                                                    ============     ============

SUPPLEMENTAL DISCLOSURES
   Cash payments for:
     Interest                                                                       $        460     $        467
                                                                                    ============     ============
     Taxes                                                                          $         13     $          2
                                                                                    ============     ============
</TABLE>


See accompanying notes to financial statements.

                                       5

<PAGE>


                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1.      BASIS OF PRESENTATION

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

             These statements reflect all adjustments, consisting of normal
             recurring adjustments which, in the opinion of management, are
             necessary for fair presentation of the information contained
             therein. It is suggested that these interim financial statements be
             read in conjunction with the financial statements and notes thereto
             included in the Company's annual report on Form 10-KSB for the year
             ended September 30, 1999. The Company follows the same accounting
             policies in preparation of interim reports.

NOTE 2.      TRANSACTIONS WITH AFFILIATES

             The Company contracts with Evergreen Management, Inc. ("EMI") for
             the management of its owned and operated properties. EMI is
             co-owned by Richard J. Westin and Jesse A. Pittore, directors and
             officers of the Company. Compensation for these management services
             is 4.5% of gross income paid monthly. For the three and nine months
             ended June 30, 2000 management fees of $114,003 and $342,590,
             respectively, are included in the property operating expenses on
             the statement of operations for services provided by EMI. At June
             30, 2000, accounts payable includes $39,067 owed by the Company to
             EMI.

             For the three and nine months ended June 30, 2000 and 1999, the
             Company paid rent for the Company's headquarters in Berkeley, CA in
             the amount of $6,000 and $18,000 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.

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:

                                       6
<PAGE>

                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS


                              Shares             Price            Date Fully
   Date of Grant             Granted           Per Share            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 25,
             the book value per share on September 30, 1998, $5.97, has been
             used in lieu of market value. In the case of the 166,666 options
             which fully vest July1,1999 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 nine
             months ended June 30, 1999 under APB Opinion 25 was $110,000 and
             $167,000, respectively. Total compensation for the three and nine
             months ended June 30, 2000 under APB Opinion 25 was $64,000 and
             $202,000, 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
             nine months ended June 30, 1999 would have decreased by $43,000 and
             $86,000, respectively, resulting in net losses of $133,000 and
             $456,000, respectively and basic losses per common share would have
             been $0.13 and $0.46, respectively. For the three months ended June
             30, 2000, stock option compensation cost would have decreased by
             $43,000 resulting in a net loss of $166,000 and a basic loss per
             common share of $0.17. For the nine months ended June 30, 2000,
             stock option compensation cost would have decreased by $129,000
             resulting in a net loss of $707,000 and a basic loss per common
             share of $0.71.


NOTE 4.      NOTES PAYABLE

             Over the course of several years the Company has had discussions
             with the Liquidating Trustee of the partnerships that hold
             virtually all of the Company's notes. These notes provide for
             interest to accrue at 8% per annum and payments to be made monthly
             at 6% per annum. At this time the Liquidating Trustee has agreed to
             a suspension of monthly interest payments of approximately $57,000
             per month to allow the Company to accumulate funds for property
             repairs and improvements and the substantial front-end costs
             required to refinance the notes. It is expected that this
             moratorium on payments will extend through the end of calendar year
             2000. An additional aspect of these negotiations is a tentative
             agreement by the Liquidating Trustee to allow a substantial
             discount for early payoff of the current balance of notes payable
             and accrued interest totaling approximately $15,326,000.

                                       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
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 JUNE 30, 2000 COMPARED TO THE THREE MONTHS ENDED
JUNE 30, 1999

         Property gross revenue increased from $2,454,000 in the three months
ended June 30, 1999 to $2,533,000 in the three months ended June 30, 2000
reflecting generally higher rental rates. Property operating expenses also
increased in the 2000 period to $2,090,000 from $1,966,000 in the 1999 period.
This increase was attributable primarily to increased maintenance, marketing and
personnel costs. Administrative expenses remained the same at $196,000 for both
periods. Stock option compensation decreased from $110,000 in 1999 to $64,000 in
2000 reflecting the greater number of options vesting in the prior period.
Interest expense was $238,000 for the three months ended June 30, 2000 compared
to $210,000 for the three months ended June 30, 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 $158,000 in
2000 compared to $154,000.

NINE MONTHS ENDED JUNE 30, 2000 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 1999

         Property gross revenue increased from $7,267,000 in the nine months
ended June 30, 1999 to $7,613,000 in the nine months ended June 30, 2000
reflecting generally higher rental rates. Property operating expenses also
increased in the 2000 period to $6,472,000 from $5,953,000 in the 1999 period.
This increase was attributable primarily to increased maintenance, marketing and
personnel costs. Administrative expenses were $608,000 in 2000 compared to
$607,000 in 1999. Stock option compensation increased from $167,000 in 1999 to
$202,000 in 2000 reflecting the greater number of options vesting in the current
period. Interest expense was $715,000 for the nine months ended June 30, 2000
compared to $669,000 for the nine months ended June 30, 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 $472,000
in 2000 compared to $461,000.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash used in operations during the nine months ended June 30, 2000
was $255,000. 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 nine months ended June 30,
2000 used $134,000 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 $69,000 during nine months
ended June 30, 2000. Regularly scheduled principal payments of $27,000 were paid
on tax notes.

         Cash and cash equivalents at June 30, 2000 totaled $322,000, down
$458,000 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.

         Over the course of several years the Company has had discussions with
the Liquidating Trustee of the partnerships that hold virtually all of the
Company's notes. These notes provide for interest to accrue at 8% per annum and
payments to be made monthly at 6% per annum. At this time the Liquidating
Trustee has agreed to a

                                       8

<PAGE>


suspension of monthly interest payments of approximately $57,000 per month to
allow the Company to accumulate funds for property repairs and improvements and
the substantial front-end costs required to refinance the notes. It is expected
that this moratorium on payments will extend through the end of calendar year
2000. An additional aspect of these negotiations is a tentative agreement by the
Liquidating Trustee to allow a substantial discount for early payoff of the
current balance of notes payable and accrued interest totaling approximately
$15,326,000. It is this discount which makes the payoff of the debt possible.

         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

                                OTHER INFORMATION

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

   (a)    EXHIBITS.

          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 June 30, 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.         EXHIBIT DESCRIPTION
-----------         -------------------

      11            Statement Regarding Computation of Earnings Per Share

      27            Financial Data Schedule

                                       12