<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 DECEMBER 31, 2001

             [ ]      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 February 9, 2002, was
945,607.

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


                                      -1-

<PAGE>

                                TABLE OF CONTENTS

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

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

ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
            of Operations...........................................................  9

PART II. OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K........................................... 11

SIGNATURES.......................................................................... 12

EXHIBIT INDEX....................................................................... 13
</TABLE>



                                      -2-

<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

                               AGEMARK CORPORATION

                                  BALANCE SHEET

                                DECEMBER 31, 2001

                        (IN THOUSANDS EXCEPT SHARE DATA)

                                     ASSETS


<TABLE>
<S>                                                                    <C>
Cash and cash equivalents                                              $    190
Property and equipment, net                                              18,979
Property held for sale                                                      280
Investment in joint venture                                                 159
Other assets                                                                379
                                                                       --------
           Total assets                                                $ 19,987
                                                                       ========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Accounts payable and accrued liabilities                               $  1,881
Capitalized lease obligations                                                39
Notes payable                                                            15,104
                                                                       --------
           Total liabilities                                           $ 17,024
                                                                       --------

STOCKHOLDERS' EQUITY
Common stock, stated value $.001, 20,000,000 shares authorized
     945,607 shares issued and outstanding                             $      1
Additional paid in capital                                                6,615
Accumulated deficit                                                      (3,653)
                                                                       --------
           Total stockholders' equity                                  $  2,963
                                                                       --------
           Total liabilities and stockholders' equity                  $ 19,987
                                                                       ========
</TABLE>

See accompanying notes to financial statements.


                                      -3-

<PAGE>

                               AGEMARK CORPORATION

                            STATEMENTS OF OPERATIONS

                  THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000

                        (IN THOUSANDS EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                         2001             2000
                                                       -------          -------
<S>                                                    <C>              <C>
Revenue
    Property gross revenue                             $ 2,657          $ 2,644
    Other income                                             2               43
                                                       -------          -------
               Total revenue                           $ 2,659          $ 2,687
                                                       -------          -------
Expenses
    Property operating expenses                        $ 2,157          $ 2,331
    Administrative and overhead expenses                   164              164
    Stock option compensation                               53               51
    Interest expense                                       255              244
    Depreciation                                           152              158
                                                       -------          -------
               Total expenses                          $ 2,781          $ 2,948
                                                       -------          -------
                                                       $  (122)         $  (261)
Loss on disposition of property                                            (617)
Equity in net (loss) of joint venture                      (10)             (10)
                                                       -------          -------
               Net (loss)                              $  (132)         $  (888)
                                                       =======          =======
               Loss per common share                   $ (0.14)         $ (0.89)
                                                       =======          =======
</TABLE>

See accompanying notes to financial statements.


                                      -4-

<PAGE>

                               AGEMARK CORPORATION

                        STATEMENT OF STOCKHOLDERS' EQUITY

                      THREE MONTHS ENDED DECEMBER 31, 2001

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                      ADDITIONAL
                                        COMMON         PAID-IN        ACCUMULATED
                                        STOCK          CAPITAL         (DEFICIT)         TOTAL
                                        -------       ----------      -----------       -------
<S>                                     <C>             <C>             <C>             <C>
Balance, September 30, 2001             $     1         $ 6,562         $(3,521)        $ 3,042
Stock option compensation                                    53                              53
Net (loss)                                                                 (132)           (132)
                                        -------         -------         -------         -------
Balance, December 31, 2001              $     1         $ 6,615         $(3,653)        $ 2,963
                                        =======         =======         =======         =======
</TABLE>


See accompanying notes to financial statements.



                                      -5-

<PAGE>

                               AGEMARK CORPORATION

                            STATEMENTS OF CASH FLOWS

                  THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                           2001          2000
                                                                          -----         -----
<S>                                                                       <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                                      $(132)        $(888)
   Adjustments to reconcile net (loss) to net cash provided by
   operating activities:
      Depreciation                                                          152           158
      Stock option compensation                                              53            51
      Loss on disposition of property                                                     617
      Undistributed loss from joint venture                                  10            10
      Change in assets and liabilities:
         Decrease in other assets                                            98            24
         Increase (decrease) in accounts payable and accrued
         liabilities                                                       (122)          285
                                                                          -----         -----

               Net cash provided by (used in) operating activities        $  59         $ 257
                                                                          -----         -----
CASH FLOWS FROM INVESTING ACTIVITIES

   Investment in joint venture                                                7           (36)
   Additions to property and equipment                                    $ (64)        $ (22)
                                                                          -----         -----
               Net cash (used in) investing activities                    $ (57)        $ (58)
                                                                          -----         -----
CASH FLOWS FROM FINANCING ACTIVITIES
   Principal payments on notes payable
               Net cash (used in) financing activities                    $   0         $   0
                                                                          -----         -----
               Net increase in cash and cash equivalents                  $   2         $ 199
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                              188           355
                                                                          -----         -----
               Cash and cash equivalents, end of period                   $ 190         $ 554
                                                                          -----         -----
SUPPLEMENTAL DISCLOSURES

   Cash payments for:

      Interest                                                            $ 207         $ -0-
                                                                          =====         =====
      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, 2001. The Company follows the same accounting policies
           in preparation of interim reports.

NOTE 2.    TRANSACTIONS WITH AFFILIATES

           The Company contracted with Evergreen Management, Inc. ("EMI") for
           the management of its owned and operated properties in 2000 and with
           Opus X, Inc.("Opus") in 2001. Both entities are co-owned by Richard
           J. Westin and Jesse A. Pittore, directors and officers of the
           Company. Compensation for these management services was 4.5% of gross
           income paid monthly in 2000 and 3.75% in 2001. For the three months
           ended December 31, 2001 and December 31, 2000, respectively,
           management fees of $100,015 and $118,983 are included in the property
           operating expenses on the statement of operations for services
           provided by EMI and Opus. At December 31, 2001, accounts payable
           includes $33,261 owed by the Company to Opus.

           For the three months ended December 31, 2001 and 2000, 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 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.    LOSS ON DISPOSITION OF PROPERTY

           In December, 2000 the Company disposed of its property located in
           Manitowoc, WI in return for cancellation of liability for prior
           years' unpaid property taxes. The depreciated book value of the
           property disposed of was $764,000 and the liabilities cancelled were
           $147,000 resulting in a net loss of $617,000. This property has
           always been operated as an apartment house and was not part of the
           core business of the Company.


                                      -7-

<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. The
           options will vest as follows:

<TABLE>
<CAPTION>
                                              Exercise Price
     Date of Grant          Shares 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
</TABLE>

           The stock of the Company has not been listed for sale on any public
           exchange. For purposes of accounting for compensation expense arising
           from the granting of stock options under APB Opinion No. 25, the book
           value of $5.97 per share on September 30, 1998 has been used in the
           absence of any other reliable market information. In the case of the
           166,666 options which fully vest July 1, 1999, the compensation
           represented by the difference between the $1.10 exercise price and
           the $5.97 net book value is being recognized over the 57 months
           remaining of the terms of the employment contracts of the officers to
           whom the options were granted. The compensation attributable to the
           remaining 70,498 options is being recognized over their respective
           vesting periods. Total compensation under APB Opinion No. 25 was
           $53,000 for the three months ended December 31, 2001 and $51,000 for
           the three months ended December 31, 2000

           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 statement of operations for the three months ended
           December 31, 2001 would have decreased by $43,000, resulting in a net
           loss of $89,000, and the loss per common share would have been $0.09.
           For the three months ended December 31, 2000 stock option
           compensation cost in the statement of operations would have decreased
           by $43,000, resulting in a net loss of $845,000, and the loss per
           common share would have been $0.85.


                                      -8-

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

        Statements in this Quarterly Report on Form 10-QSB concerning the
Company's outlook or future economic performance; anticipated profitability,
gross rentals, expenses or other financial items; and statements concerning
assumptions made or exceptions to any future events, conditions, performance or
other matter are "forward looking statements" as that term is defined under the
Federal securities laws. Forward-looking statements are subject to risks,
uncertainties, and other factors that would cause actual results to differ
materially from those stated in such statements, including those set forth under
the caption "Factors That May Affect Results" in the description of the
Company's business in the Company's Annual Report on Form 10-KSB.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2001 COMPARED TO THE THREE MONTHS ENDED
DECEMBER 31, 2000

        Property gross revenue increased from $2,644,000 in the three months
ended December 31, 2000 to $2,657,000 in the three months ended December 31,
2001, reflecting generally higher rental rates offsetting revenues of $175,000
in the 2000 period attributable to closed facilities.. Property operating
expenses decreased in the 2001 period to $2,157.000 from $2,331,000 in the 2000
period. This decrease was attributable primarily to costs associated with closed
facilities. Administrative expenses remained the same at $164,000 in both
periods. Stock option compensation increased from $51,000 in 2000 to $53,000 in
2001 reflecting lower number of options vesting and the higher number of options
ceded in 2000. Interest expense was $255,000 for the three months ended December
31, 2001 compared to $244,000 for the three months ended December 31, 2000,
reflecting interest on the new Related Party Note partially offset by lower
expenses on the Company's tax notes which are amortizing. Depreciation expense
was $152,000 in 2001 compared to $158,000 in the same period in 2000.

        The loss on disposition of property represents a special situation. The
Manitowoc, WI property, which has been operated as an apartment house for
students rather than an assisted living facility, was disposed of at a loss of
$617,000 in December 2000. It was the decision of management to dispose of the
property rather than attempt to renegotiate the settlement of delinquent
property taxes being demanded by the local taxing authority. The decision was
based in part on the estimated future operating costs of the property, the cost
of repairs and improvements required by local building authorities, and the cash
position of the Company. In deciding to make the disposition, management judged
that the sale value of the property, based on its past and projected future
operations did not approximate the net book value nor did it merit further
investments to hold the property.

        The equity in net loss of joint venture in the amount of $10,000
reflects the Company's 25% share of operations after depreciation at the joint
venture Alzheimer's facility in Cumberland, MD.

LIQUIDITY AND CAPITAL RESOURCES

        Net cash provided by operations during the three months ended December
31, 2001 was $59,000. The largest use of funds was those used to decrease
accounts payable and accrued liabilities.

        The Company's investing activities for the three months ended December
31, 2001 used $57,000. The joint venture at Cumberland, MD repaid a net
$7,000 and $64,000 was invested in improvements to the Company's properties.

        Cash and cash equivalents at December 31, 2001 totaled $190,000, up
$2,000 from September 30, 2001. Management believes that funds provided from
operations and cash reserves will be adequate to support its short-term cash
requirements for capital expenditures, payment of interest and maintenance of
working capital.

        Secured indebtedness of $14,464,000 will become due and payable on
September 30, 2002. Originally due September 30, 2001, the debts were extended
for one year by payments aggregating $1,000,000 on or before September 30, 2001.
Related parties loaned the Company $550,000 in order to obtain this extension.
An additional extension from September 30, 2002 to September 30, 2003 is
obtainable upon the payment of $1,250,000 on or


                                      -9-

<PAGE>

before September 30, 2002. Management believes that, after years of pursuing
refinance sources without success due to the taint of the Bankruptcy filings
which resulted in the formation of the Company, the best source of funds to
repay and extend its secured indebtedness is the sale of assets. To that end,
Management is seeking buyers for several of its properties in order to repay at
least enough debt to obtain the time extensions available.

IMPACT OF INCREASES IN THE COST OF INSURANCE

        In December, 2001 the Company was informed by its insurance brokers that
the cost of liability insurance coverage for the upcoming calendar year would
increase from $100,000 in 2001 to $190,000 in 2002. In addition, it was
estimated that coverage for 2003 would increase to more than $230,000. After
some discussion with the carrier to decrease limits and raise deductibles a
second offer of $148,000 was received. Based on the cost of coverage and the
Company's past loss experience the Board of Directors unanimously decided to go
without liability coverage in 2002. The Company still has coverage for property
and casualty and vehicle related risks in adequate amounts.




                                      -10-

<PAGE>

                                     PART II

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

        (a) Exhibits.

<TABLE>
<CAPTION>
    Exhibit No.        Description
    -----------        -----------
<S>                    <C>
         11            Statement regarding Computation of Per Share
                       Earnings
</TABLE>

        (b) Reports on Form 8-K. The Registrant filed no reports on Form 8-K
during the quarter ended December 31, 2001




                                      -11-

<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


February 12, 2002                                   /s/ RICHARD J. WESTIN
                                             ----------------------------------
                                                      Richard J. Westin,
                                                   Chief Executive Officer


February 12, 2002                                    /s/ JAMES P. TOLLEY
                                             ----------------------------------
                                                      James P. Tolley,
                                                 Chief Financial Officer and
                                                  Chief Accounting Officer



                                      -12-

<PAGE>

                                  EXHIBIT INDEX

                       TO QUARTERLY REPORT ON FORM 10-QSB

                             FOR AGEMARK CORPORATION

<TABLE>
<CAPTION>
    Exhibit No.        Description
    -----------        -----------
<S>                    <C>
         11            Statement regarding Computation of Per Share
                       Earnings
</TABLE>




                                      -13-