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

                                   FORM 10-QSB

(MARK ONE)

[X]                 QUARTERLY REPORT PURSUANT TO SECTION 13
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004

[ ]                 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 March 31, 2004 was 966,918.

       Transitional Small Business Disclosure Format (check one): Yes ___ No X


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<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>      <C>      <C>                                                                                          <C>
PART I.  FINANCIAL INFORMATION

ITEM 1.           Financial Statements.......................................................................... 3

ITEM 2.           Management's Discussion and Analysis of Financial Condition and Results of Operations......... 7

ITEM 3.           Controls and Procedures....................................................................... 7

PART II. OTHER INFORMATION

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

SIGNATURES ..................................................................................................... 9

EXHIBIT INDEX ..................................................................................................10
</TABLE>


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<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               AGEMARK CORPORATION

                STATEMENT OF NET ASSETS AVAILABLE FOR LIQUIDATION

                                 MARCH 31, 2004

                                 (In thousands)

<TABLE>
<S>                                                                 <C>
                                     ASSETS

Cash and cash equivalents                                           $2,300
Note receivable                                                        411
Stock notes receivable from officers and directors                     123
Property and equipment held for sale                                   188
Impaired assets to be disposed of by sale                            1,412
Other assets                                                           285
                                                                    ------
                                                                    $4,719
                                                                    ------
                                   LIABILITIES
Accounts payable and accrued liabilities                            $  257
                                                                    ------
                                                                    $  257
                                                                    ------
                      Net assets in liquidation                     $4,462
                                                                    ======
</TABLE>

See accompanying notes to financial statements.


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<PAGE>
                               AGEMARK CORPORATION

                       STATEMENT OF LIQUIDATING ACTIVITIES

                    Three and Six Months Ended March 31, 2004

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                                    Three Months            Six Months
                                                                                       Ended                  Ended
                                                                                   March 31, 2004         March 31, 2004
                                                                                   --------------         --------------
<S>                                                                                <C>                    <C>
Sources of additional cash
     Property operations, net                                                          $   (25)               $    77
Additional uses of cash
     Payment of overhead expenses                                                           57                    239
                                                                                       -------                -------
              (Decrease) in net assets in liquidation before adjustments               $   (82)               $  (162)
Net assets in liquidation, beginning of period                                           4,495                  4,891
Adjustment of beginning net assets
     Interest accrued on notes receivable                                                   13                     35
     Write-down of home office equipment                                                                          (12)
     Increase in other assets                                                               36                     36
     Carrying value of assets sold, net of liabilities settled                                                   (326)
                                                                                       -------                -------
              Net assets in liquidation, end of period                                   4,462                $ 4,462
                                                                                       =======                =======
</TABLE>

See accompanying notes to financial statements.


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<PAGE>
                               AGEMARK CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1.     BASIS OF PRESENTATION

            Effective October 28, 2003, the Company received an affirmative vote
            of its shareholders to liquidate and dissolve. Accordingly, it has
            revalued its assets and liabilities to the amounts expected to be
            collected and paid during the liquidation. The effect of the
            revaluation is included in the statement of liquidating activities
            as "Other expenses". It is not presently determinable whether the
            amounts realizable from the disposition of the remaining assets or
            the amounts that creditors will agree to accept in settlement of the
            obligations due them will differ materially from the amounts shown
            in the accompanying financial statements. Differences between the
            revalued amounts and actual cash transactions will be reported in
            the year they can be estimated. 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, 2003.

NOTE 2.     TRANSACTIONS WITH AFFILIATES

            The Company has contracted with Opus X, Inc.("Opus") for the
            management of its properties. Opus is co-owned by Richard J. Westin
            and Jesse A. Pittore, directors and officers of the Company.
            Compensation for these management services is 5% of gross income.
            For the three and six months ended March 31, 2004 management fees of
            $29,612 and $77,957, respectively, are included in the property
            operations on the statement of liquidating activities for services
            provided by Opus. At March 31, 2004, accounts payable includes
            $9,500 owed by the Company to Opus.

            For the three months ended March 31, 2004 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 was terminated by the parties on December 31,
            2003.

            On October 9, 2003 the Company sold its Dickinson, ND property to
            affiliates Richard Westin and Jesse Pittore. A portion of the
            purchase price was paid by the liquidation of 149,000 shares of the
            Company's stock valued at $628,000.

NOTE 3.     DISPOSITION OF PROPERTIES

            The sales price of the Dickinson, ND property was $2,350,000. On
            October 10, 2003 the Company sold its Port Huron, MI property to an
            independent third party for 1.325,000. On December 31, 2003 the
            Company sold its Williston, ND property to an independent third
            party for $2,400,000.


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<PAGE>
                               AGEMARK CORPORATION

                          NOTES TO FINANCIAL STATEMENTS

NOTE 4.     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. On
            June 1, 2002 the officers and directors exercised their vested
            options and acquired 187,749 shares of the Company's common stock by
            executing promissory notes and pledge agreements totaling $204,415.
            The notes have a term of four years and bear interest at 5%. On
            March 31, 2004 the remaining 35,415 $1.00 options were exercised.
            Details of the options are:

<TABLE>
<CAPTION>
                                   Shares             Exercise Price
Date of Grant                     Granted               Per Share             Date Fully Vested
-------------                     -------               ---------             -----------------
<S>                               <C>                 <C>                     <C>
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
                                  --------
Total                              237,164
Options ceded                      (14,000)                1.00
Options exercised                 (166,666)                1.10
Options exercised                  (56,498)                1.00
                                  --------
Options outstanding                    -0-
                                  ========
</TABLE>

      All compensation expense relating to these options has been previously
recognized in operating statements.


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<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 AND SIX MONTHS ENDED MARCH 31, 2004

      The Company is in the process of liquidating its properties and
dissolving. Consequently, its only operations are those resulting from the
incidental results of operating its two remaining open properties and holding
its one remaining closed property while they are offered for sale. Therefore,
comparisons with operations in prior periods are not meaningful. Overhead
expenses for the three and six months ended March 31, 2004 consisted primarily
of salaries and benefits, and legal, accounting, printing and postage costs
relating to the proxy solicitation in October, 2003. These expenses are expected
to be substantially lower or non-recurring in subsequent periods.

LIQUIDITY AND CAPITAL RESOURCES

      The Company is in the process of liquidation. It is anticipated that this
process will be complete before the end of calendar year 2004. Results to date
indicate a final liquidation value of between $4 and $5 per share based on
estimated values for the remainder of the Company's real estate assets. The
Company intends to make a partial liquidating distribution prior to May 31, 2004
of $2 per outstanding share

ITEM 3.     CONTROLS AND PROCEDURES

a) Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as
amended within the 90 day period prior to the filing date of this report. Based
on this evaluation, our principal executive officer and principal financial
officer concluded that our disclosure controls and procedures were effective. as
of that date.

(b) There have been no significant changes (including corrective actions with
regard to significant deficiencies or material weaknesses) in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation referenced in paragraph (a) above.


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<PAGE>
                           PART II- OTHER INFORMATION

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

      (a) Exhibits.

<TABLE>
<CAPTION>
Exhibit No.                          Description
-----------                          -----------
<S>              <C>
31.1             Section 302 Certification of Chief Executive Officer
31.2             Section 302 Certification of Chief Financial Officer
32.1             Section 906 Certification of Chief Executive Officer
32.2             Section 906 Certification of Chief Financial Officer
</TABLE>

      (b) Reports on Form 8-K. The Registrant filed no reports on Form 8-K
during the quarter ended March 31, 2004.


                                      -8-
<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 17, 2004                                      /s/ RICHARD J. WESTIN
                                                  ---------------------
                                                   Richard J. Westin,
                                                 Chief Executive Officer


May 17, 2004                                       /s/ JAMES P. TOLLEY
                                                   -------------------
                                                    James P. Tolley,
                                              Chief Financial Officer and
                                                Chief Accounting Officer


                                      -9-
<PAGE>
                                  EXHIBIT INDEX

                       TO QUARTERLY REPORT ON FORM 10-QSB

                             FOR AGEMARK CORPORATION

<TABLE>
<CAPTION>
Exhibit No.                         Description
-----------                         -----------
<S>              <C>
31.1             Section 302 Certification of Chief Executive Officer
31.2             Section 302 Certification of Chief Financial Officer
32.1             Section 906 Certification of Chief Executive Officer
32.2             Section 906 Certification of Chief Financial Officer
</TABLE>


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