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, 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

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

                                  A S S E T S

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                                      5,856
    Retained earnings                                                (475)
                                                           ---------------

          Total stockholders' equity                      $         5,382
                                                           ---------------

          Total liabilities and stockholders' equity      $        22,176
                                                           ===============

See accompanying notes to financial statements.

                                       3

<PAGE>

                               AGEMARK CORPORATION

                            STATEMENTS OF OPERATIONS

                    SIX MONTHS ENDED MARCH 31, 2000 AND 1999

                        (IN THOUSANDS EXCEPT SHARE DATA)

                                   (UNAUDITED)

<TABLE>
<S>                                                                <C>            <C>            <C>            <C>
                                                                         Three Months Ended           Six Months Ended
                                                                             March 31,                    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
    Interest expense                                                         238            226            479            459
    Depreciation                                                             157            154            315            307
                                                                     -----------    -----------    ------------   -----------

              Total expenses                                       $       2,788  $       2,595  $       5,585  $       5,164
                                                                     -----------    -----------    ------------   -----------


              Net loss                                             $       (233)  $       (131)  $       (489)  $       (309)
                                                                     -----------    -----------    ------------   -----------


              Basic loss per common share                          $      (0.23)  $      (0.13)  $      (0.49)  $      (0.31)
                                                                     ===========    ===========    ===========    ===========

See accompanying notes to financial statements.
</TABLE>

                                       4

<PAGE>

                               AGEMARK CORPORATION

                        STATEMENT OF STOCKHOLDERS' EQUITY

                         SIX MONTHS ENDED MARCH 31, 2000

                                 (IN THOUSANDS)

                                   (UNAUDITED)





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

                                                                          Additional
                                                         Common            Paid-In            Retained
                                                         Stock             Capital            Earnings            Total
                                                         -----             -------            --------            -----
Balance, September 30, 1999                         $            1     $        5,856     $           14     $       5,976



Net (loss)                                                                                         (489)             (489)
                                                      -------------      -------------      -------------      ------------




Balance, March 31, 2000                             $            1     $        5,856     $        (475)     $       5,487
                                                      =============      =============      =============      ============
</TABLE>




See accompanying notes to financial statements.

                                       5

<PAGE>

                               AGEMARK CORPORATION

                            STATEMENTS OF CASH FLOWS

                    SIX MONTHS ENDED MARCH 31, 2000 AND 1999

                                 (IN THOUSANDS)

                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                                         Six Months Ended
                                                                                                             March 31,
                                                                                                     --------------------------
                                                                                                      2000             1999
                                                                                                      ----             ----
<S>                                                                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net income (loss)                                                                              $    (489)      $     (309)
    Adjustments to reconcile net income (loss) to
      net cash provided by operating activities:
       Depreciation                                                                                      315               307
       Change in assets and liabilities:
         Decrease (increase) in other assets                                                              89               109
         Increase (decrease) in accounts payable and accrued liabilities                                (162)              (54)
                                                                                                     --------        ----------

            Net cash (used in) provided by 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
                                                                                                     ========        ==========
</TABLE>


See accompanying notes to financial statements.

                                       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>

                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS



NOTE 3.      EMPLOYEE STOCK INCENTIVE PLAN

             In December, 1998 the stockholders approved the adoption of the
             1997 Employee Stock Incentive Plan, a stock option plan for certain
             employees and directors. The total number of shares that may be
             issued upon the exercise of options under this plan is 250,000.
             Also under this plan, no participant may be granted more than
             100,000 shares and no awards may be granted after November 21,
             2007.

             Effective January 1, 1999, options to purchase up to a total of
             210,416 shares of common stock were granted at exercise prices
             ranging from $1.00 to $1.10 per share to the officers, directors
             and employees of the Company. The options will vest as follows:

                                   Exercise                       Date
               Share               Price                          Fully
               Granted             Per Share                      Vested
               -------             ---------                      ------

               166,666              $1.10                      July 1, 1999
                 1,000               1.00                      January 1, 2000
                42,750               1.00                      January 1, 2003

             Effective  April 1, 1999,  options to  purchase  up to a total of
             18,748 shares of common stock were granted at an exercise price
             of $1.00 per share to other employees  of the Company.  These
             options become fully vested on April 1, 2001.

             On November 10, 1999, options to purchase up to a total of 5,000
             shares of common stock were granted at an exercise price of $1.00
             per share to employees of the Company's facility in Cumberland, MD
             as a bonus for performance. These options become fully vested on
             November 1, 2001.

             On December 22, 1999, options to purchase up to 3,000 shares of
             common stock were granted at an exercise price of $1.00 to one of
             the Company's directors in consideration of his service on the
             Board of Directors. These options become fully vested on December
             1, 2000.

             The Board of Directors of the Company has estimated the value of
             the Company's common stock at $1.00 per share based on the
             following considerations: there is no public

                                       8

<PAGE>

                              AGEMARK CORPORATION

                         NOTES TO FINANCIAL STATEMENTS



NOTE 3.      EMPLOYEE STOCK INCENTIVE PLAN (CONTINUED)

             market for stock; the Company and the contributing Partnerships
             have no operating profit history; the Plan of Reorganization
             prohibits the Company from declaring any dividends on its common
             stock until certain notes payable assumed pursuant to the Plan of
             Reorganization are paid in full or otherwise satisfied; a
             significant portion of the Company's cash flow for at least the
             near term is expected to be devoted to debt service; and
             transactions affecting 50,000 shares have been effected in the
             past between the former general partner of the contributing
             Partnerships and certain limited partners where the limited
             partnership interests were purchased by the general partner
             at an equivalent value of approximately $1.00 per share.

             Therefore, the stock option grants are not considered compensatory
             and do not have a dilutive effect on the calculation of earnings
             per share.

                                        9

<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. 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. 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.

                                       10

<PAGE>

         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.


                                       11

<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 March 31, 2000.

                                       12

<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



May 12, 2000                                /S/ RICHARD J. WESTIN
                                        --------------------------------
                                               Richard J. Westin,
                                             Chief Executive Officer



May 12, 2000                                 /S/ JAMES P. TOLLEY
                                        ---------------------------------
                                                 James P. Tolley,
                                            Chief Financial Officer and
                                             Chief Accounting Officer

                                       13

<PAGE>


                                  EXHIBIT INDEX

                       TO QUARTERLY REPORT ON FORM 10-QSB

                             FOR AGEMARK CORPORATION


EXHIBIT NO.              EXHIBIT DESCRIPTION
-----------              -------------------
     27                  Financial Data Schedule

                                       14