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



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FORM 10-QSB



| |  |  | (Mark One)
| |  |  | ----------

| |  |     |  |                                                                                         |  | 
| |  | --- |  | --------------------------------------------------------------------------------------- |  | 
| |  | box |  | Quarterly Report Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 |  | 

For the quarterly period ended June 30, 2002

| |  |     |  |                                                                                          |  | 
| |  | --- |  | ---------------------------------------------------------------------------------------- |  | 
| |  | box |  | 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
incorporation or organization) |  | (I.R.S. Employer
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  box   No  box

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  box   No  box

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, 2002, was
1,109,481.

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





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TABLE OF CONTENTS



|                               |                                                                                               |  |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | Item 1. Financial Statements                                                                 
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                               | Item 6. Exhibits and Reports on Form 8-K.                                                    
|SIGNATURES                    
|EXHIBIT INDEX                 
|Exhibit 11                    
|Exhibit 99.1                  
|Exhibit 99.2                  



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##### Table of Contents



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 |  |      | 9  | 
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|PART II. OTHER INFORMATION                                                                     |  |      |    | 
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|ITEM 6.Exhibits and Reports on Form 8-K                                                        |  |      | 11 | 
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|SIGNATURES                                                                                     |  |      | 12 | 
|                                                                                              
|                                                                                              
|                                                                                              
|                                                                                              
|EXHIBIT INDEX                                                                                  |  |      | 13 | 

1



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##### Table of Contents









PART I  FINANCIAL INFORMATION

Item 1. Financial Statements.

AGEMARK CORPORATION

BALANCE SHEET

June 30, 2002

(In thousands except share data)

(Unaudited)

A S S E T S

|                                     |                                                                                                         |              |                                            |        |        |        | 
|------------------------------------ | ------------------------------------------------------------------------------------------------------- | ------------ | ------------------------------------------ | ------ | ------ | ------ | 
|Cash and cash equivalents            |                                                                                                         | $            | 398                                        |       
|                                    
|                                    
|                                    
|                                    
|Property and equipment, net          |                                                                                                         |              | 18,887                                     |       
|                                    
|                                    
|                                    
|                                    
|Property held for sale               |                                                                                                         |              | 280                                        |       
|                                    
|                                    
|                                    
|                                    
|Investment in joint venture          |                                                                                                         |              | 102                                        |       
|                                    
|                                    
|                                    
|                                    
|Other assets                         |                                                                                                         |              | 506                                        |       
|                                     |                                                                                                         |              |                                            |       
|                                     |                                                                                                         | Total assets |                                            | $      | 20,173 |       
|                                     |                                                                                                         |              |                                            |       
|LIABILITIES AND STOCKHOLDERS EQUITY
|                                    
|                                    
|                                    
|                                    
|LIABILITIES                          |                                                                                                         |              |                                            |       
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts payable and accrued liabilities                                                                |              | $                                          | 2,143  |       
|                                    
|                                    
|                                    
|                                    
|                                     | Notes payable                                                                                           |              |                                            | 15,077 |       
|                                    
|                                    
|                                    
|                                    
|                                     | Capitalized lease obligations                                                                           |              |                                            | 39     |       
|                                     |                                                                                                         |              |                                            |       
|                                     |                                                                                                         |              | Total liabilities                          |        | $      | 17,259 | 
|                                     |                                                                                                         |              |                                            |       
|STOCKHOLDERS EQUITY                 |                                                                                                         |              |                                            |       
|                                    
|                                    
|                                    
|                                    
|                                     | Common stock, stated value $.001, 20,000,000 shares
authorized, 1,109,481 shares issued and outstanding |              | $                                          | 1      |       
|                                    
|                                    
|                                    
|                                    
|                                     | Additional paid in capital                                                                              |              |                                            | 7,140  |       
|                                    
|                                    
|                                    
|                                    
|                                     | Unearned compensation                                                                                   |              |                                            | (214   | )     
|                                    
|                                    
|                                    
|                                    
|                                     | Stock notes receivable                                                                                  |              |                                            | (204   | )     
|                                    
|                                    
|                                    
|                                    
|                                     | Accumulated deficit                                                                                     |              |                                            | (3,809 | )     
|                                     |                                                                                                         |              |                                            |       
|                                     |                                                                                                         |              | Total stockholders equity                 |        | $      | 2,914  | 
|                                     |                                                                                                         |              |                                            |       
|                                     |                                                                                                         |              | Total liabilities and stockholders equity |        | $      | 20,173 | 
|                                     |                                                                                                         |              |                                            |       

See accompanying notes to financial statements.

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AGEMARK CORPORATION

STATEMENTS OF OPERATIONS

Three and Nine Months Ended June 30, 2002 and 2001

(In thousands except share data)

(Unaudited)

|                                               |                                      |                |                         |       |                    |       |                   |       |       |       |      |       |       |       |      |       |       |        |  
|---------------------------------------------- | ------------------------------------ | -------------- | ----------------------- | ----- | ------------------ | ----- | ----------------- | ----- | ----- | ----- | ---- | ----- | ----- | ----- | ---- | ----- | ----- | ------ | -
|                                               |                                      |                |                         |       | Three Months Ended |       | Nine Months Ended
|                                               |                                      |                |                         |       | June 30,           |       | June 30,         
|                                               |                                      |                |                         |       |                    |       |                  
|                                               |                                      |                |                         |       | 2002               |       | 2001              |       | 2002  |       | 2001
|                                               |                                      |                |                         |       |                    |       |                   |       |       |       |     
|Revenue                                        |                                      |                |                         |       |                    |       |                   |       |       |       |      |       |       |       |      |      
|                                              
|                                              
|                                              
|                                              
|                                               | Property gross revenue               |                | $                       | 2,688 |                    |       | $                 | 2,593 |       |       | $    | 8,006 |       |       | $    | 7,899 |      
|                                              
|                                              
|                                              
|                                              
|                                               | Other income                         |                |                         | 4     |                    |       |                   | 1     |       |       |      | 7     |       |       |      | 48    |      
|                                               |                                      |                |                         |       |                    |       |                   |       |       |       |      |       |       |       |      |      
|                                               |                                      | Total revenue  |                         | $     | 2,692              |       |                   | $     | 2,594 |       |      | $     | 8,013 |       |      | $     | 7,947 |       
|                                               |                                      |                |                         |       |                    |       |                   |       |       |       |      |       |       |       |      |      
|Expenses                                       |                                      |                |                         |       |                    |       |                   |       |       |       |      |       |       |       |      |      
|                                              
|                                              
|                                              
|                                              
|                                               | Property operating expenses          |                | $                       | 2,155 |                    |       | $                 | 2,148 |       |       | $    | 6,423 |       |       | $    | 6,771 |      
|                                              
|                                              
|                                              
|                                              
|                                               | Administrative and overhead expenses |                |                         | 173   |                    |       |                   | 148   |       |       |      | 502   |       |       |      | 486   |      
|                                              
|                                              
|                                              
|                                              
|                                               | Stock option compensation            |                |                         | 53    |                    |       |                   | 40    |       |       |      | 160   |       |       |      | 146   |      
|                                              
|                                              
|                                              
|                                              
|                                               | Interest expense                     |                |                         | 255   |                    |       |                   | 246   |       |       |      | 767   |       |       |      | 738   |      
|                                              
|                                              
|                                              
|                                              
|                                               | Depreciation                         |                |                         | 152   |                    |       |                   | 158   |       |       |      | 457   |       |       |      | 471   |      
|                                               |                                      |                |                         |       |                    |       |                   |       |       |       |      |       |       |       |      |      
|                                               |                                      | Total expenses |                         | $     | 2,788              |       |                   | $     | 2,740 |       |      | $     | 8,318 |       |      | $     | 8,612 |       
|                                               |                                      |                |                         |       |                    |       |                   |       |       |       |      |       |       |       |      |      
|                                               |                                      | $              | (96                     | )     |                    | $     | (146              | )     |       | $     | (305 | )     |       | $     | (665 | )    
|                                              
|                                              
|                                              
|                                              
|(Loss) on disposition of property              |                                      |                |                         |       |                    |       |                   |       |       |       |      |       |       |       | (617 | )    
|                                              
|                                              
|                                              
|                                              
|Equity in net income (loss) of joint venture   |                                      |                | 15                      |       |                    |       | 8                 |       |       |       | 17   |       |       |       | (2   | )    
|                                               |                                      |                |                         |       |                    |       |                   |       |       |       |      |       |       |       |      |      
|                                               |                                      |                | Net (loss)              |       | $                  | (81   | )                 |       | $     | (138  | )    |       | $     | (288  | )    |       | $     | (1,284 | )
|                                               |                                      |                |                         |       |                    |       |                   |       |       |       |      |       |       |       |      |      
|                                               |                                      |                | (Loss) per common share |       | $                  | (0.08 | )                 |       | $     | (0.14 | )    |       | $     | (0.30 | )    |       | $     | (1.28  | )
|                                               |                                      |                |                         |       |                    |       |                   |       |       |       |      |       |       |       |      |      
|See accompanying notes to financial statements |                                      |                |                         |       |                    |       |                   |       |       |       |      |       |       |       |      |      

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AGEMARK CORPORATION

STATEMENT OF STOCKHOLDERS EQUITYNine Months Ended June 30, 2002

(In thousands)

(Unaudited)



|                            |  |        |   |         |  |              |       |            |  |             |      |       |  |  |      |   |  |  |        |   |  |  |       |  
|--------------------------- |  | ------ | - | ------- |  | ------------ | ----- | ---------- |  | ----------- | ---- | ----- |  |  | ---- | - |  |  | ------ | - |  |  | ----- | -
|                            |  |        |   |         |  | Additional   |       |            |  |             |      | Stock |  |  |      |   |  |  |        |  
|                            |  | Common |   | Paid-In |  | Unearned     |       | Notes      |  | Accumulated |      |       |  | 
|                            |  | Stock  |   | Capital |  | Compensation |       | Receivable |  | Deficit     |      | Total
|                            |  |        |   |         |  |              |       |            |  |             |      |      
|Balance, September 30, 2001 |  |        | 1 |         |  |              | 6,562 |            |  |             |      |       |  |  |      |   |  |  | (3,521 | ) |  |  | 3,042 |  
|                           
|                           
|                           
|                           
|Stock option compensation   |  |        |   |         |  |              | 160   |            |  |             |      |       |  |  |      |   |  |  |        |   |  |  | 160   |  
|                           
|                           
|                           
|                           
|Stock option exercise       |  |        |   |         |  |              | 214   |            |  |             | (214 | )     |  |  |      |   |  |  |        |   |  |  |       |  
|                           
|                           
|                           
|                           
|Stock option exercise       |  |        |   |         |  |              | 204   |            |  |             |      |       |  |  | (204 | ) |  |  |        |   |  |  |       |  
|                           
|                           
|                           
|                           
|Net (loss)                  |  |        |   |         |  |              |       |            |  |             |      |       |  |  |      |   |  |  | (288   | ) |  |  | (288  | )
|                            |  |        |   |         |  |              |       |            |  |             |      |       |  |  |      |   |  |  |        |   |  |  |       |  
|Balance, June 30, 2002      |  |        | 1 |         |  |              | 7,140 |            |  |             | (214 | )     |  |  | (204 | ) |  |  | (3,809 | ) |  |  | 2,914 |  
|                            |  |        |   |         |  |              |       |            |  |             |      |       |  |  |      |   |  |  |        |   |  |  |       |  

See accompanying notes to financial statements.

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AGEMARK CORPORATION

STATEMENTS OF CASH FLOWSNine Months Ended June 30, 2002 and 2001

(In thousands)

(Unaudited)

|                                                  |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |        |     |     |      |  
|------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------------------ | ---------------------------------------------------- | ---------------------------------------------------- | --- | ---- | ---- | ------ | --- | --- | ---- | -
|                                                  |                                                                                   |                                                                    |                                                      |                                                      |     | 2002 |      | 2001  
|                                                  |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |       
|CASH FLOWS FROM OPERATING ACTIVITIES              |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Net (loss)                                                                        |                                                                    | $                                                    | (288                                                 | )   |      | $    | (1,284 | )  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Adjustments to reconcile net (loss) to net cash
provided by operating activities: |                                                                    |                                                      |                                                      |     |      |      |        |    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Depreciation                                                       |                                                      |                                                      | 457 |      |      |        | 471 |    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Stock option compensation                                          |                                                      |                                                      | 160 |      |      |        | 146 |    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Loss on disposition of property                                    |                                                      |                                                      |     |      |      |        | 617 |    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Undistributed loss (income)from joint venture                      |                                                      |                                                      | (17 | )    |      |        | 2   |    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Change in assets and liabilities:                                  |                                                      |                                                      |     |      |      |        |     |    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   |                                                                    | (Increase) decrease in other assets                  |                                                      |     | (31  | )    |        |     | 4   |     
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   |                                                                    | Increase in accounts payable and accrued liabilities |                                                      |     | 140  |      |        |     | 331 |     
|                                                  |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |        |    
|                                                  |                                                                                   |                                                                    |                                                      | Net cash provided by (used in) operating activities  |     | $    | 421  |        |     | $   | 287  |  
|                                                  |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |        |    
|CASH FLOWS FROM INVESTING ACTIVITIES              |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Additions to property and equipment                                               |                                                                    | $                                                    | (276                                                 | )   |      | $    | (325   | )  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Investment in joint venture                                                       |                                                                    |                                                      | 91                                                   |     |      |      | (60    | )  
|                                                  |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |        |    
|                                                  |                                                                                   |                                                                    |                                                      | Net cash (used in) investing activities              |     | $    | (185 | )      |     | $   | (385 | )
|                                                  |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |        |    
|CASH FLOWS FROM FINANCING ACTIVITIES              |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Principal payments on notes payable                                               |                                                                    | $                                                    | (26                                                  | )   |      | $    | (25    | )  
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | New loan costs paid                                                               |                                                                    |                                                      |                                                      |     |      |      | (38    | )  
|                                                  |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |        |    
|                                                  |                                                                                   |                                                                    |                                                      | Net cash (used in) financing activities              |     | $    | (26  | )      |     | $   | (63  | )
|                                                  |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |        |    
|                                                  |                                                                                   |                                                                    |                                                      | Net increase (decrease) in cash and cash equivalents |     | $    | 210  |        |     | $   | (161 | )
|                                                 
|                                                 
|                                                 
|                                                 
|CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD    |                                                                                   |                                                                    | 188                                                  |                                                      |     |      | 355  |       
|                                                  |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |        |    
|                                                  |                                                                                   |                                                                    |                                                      | Cash and cash equivalents, end of period             |     | $    | 398  |        |     | $   | 194  |  
|                                                  |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |        |    
|SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |       
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Cash payments for:                                                                |                                                                    |                                                      |                                                      |     |      |      |        |    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  |                                                                                   | Interest                                                           |                                                      | $                                                    | 609 |      |      | $      | 443 |    
|                                                  |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |        |    
|                                                  |                                                                                   | Taxes                                                              |                                                      | $                                                    | 0   |      |      | $      | 0   |    
|                                                  |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |        |    
|                                                 
|                                                 
|                                                 
|                                                 
|                                                  | Non
cash investing and financing activities:                                      |                                                                    |                                                      |                                                      |     |      |      |        |    
|                                                  |                                                                                   | Common
stock issued to officers and directors for notes receivable |                                                      | $                                                    | 204 |      |      | $      | 0   |    
|                                                  |                                                                                   |                                                                    |                                                      |                                                      |     |      |      |        |    

See accompanying notes to financial statements.

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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 through May 31,
2001 and with Opus X, Inc. (Opus) beginning June 1, 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 2001 and
3.75% beginning October 1, 2001. For the three and nine months ended
June 30, 2002, management fees of $100,801 and $300,230,
respectively, and for the three and nine months ended June 30, 2001,
management fees of $116,672 and $355,442, respectively, are included
in the property operating expenses on the statement of operations for
services provided by EMI and Opus. At June 30, 2002, accounts payable
includes $33,000 owed by the Company to Opus.
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       
|       
|       
|       
|        |  | For the three and nine months ended June 30, 2002 and 2001, 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.                                                                                                                                                                                                               
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       
|       
|       
|       
|        |  | On May 1, 2002 the Company received an offer to purchase the facility
in Cumberland, MD for $3,300,000 and the Companys 25% interest in
the joint venture also located in
Cumberland, MD for $200,000. These
offers were made by entities controlled by directors and officers
Richard J. Westin and Jesse A. Pittore. Prior to accepting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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##### Table of Contents



AGEMARK CORPORATION

NOTES TO FINANCIAL STATEMENTS

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note 2. |  | Transactions With Affiliates (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       
|       
|       
|       
|        |  | the offers received, the Company held an auction of the
properties on June 5, 2002 after advertising the auction for the
month of May in the national edition of the Wall Street Journal and
the Baltimore Sun. The Company received 30 responses seeking
additional information, which was provided, but no bids were
received. The sale of the joint venture interest closed on July 1,
2002. The sale of the Cumberland, MD facility is pending and is
expected to close prior to September 30, 2002.   
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       
|       
|       
|       
|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.                                                                    
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       
|       
|       
|       
|Note 4. |  | Property Held for Sale                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       
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|       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       
|       
|       
|       
|        |  | In May, 2001 the Company closed its property in Chanute, KS and
offered the property for sale. The book value of the real and
personal property at June 30, 2001 was $922,000. An offer, which
has since expired, was received for $300,000. Management has
determined, on the basis of that offer, to carry the property at a
net value of $280,000.                                                                                                                                                      
|       
|       
|       
|       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       
|       
|       
|       
|Note 5. |  | Employee Stock Incentive Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       
|       
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|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       
|       
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|       
|        |  | 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%. Details of the
options are:

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##### Table of Contents



AGEMARK CORPORATION

NOTES TO FINANCIAL STATEMENTS



| |  | Note 4. Employee Stock Incentive Plan (continued)
| |  | -------------------------------------------------

|                    |       |         |           |           |                |                   |      |  |  |                  | 
|------------------- | ----- | ------- | --------- | --------- | -------------- | ----------------- | ---- |  |  | ---------------- | 
|                    |       |         | Shares    |           | Exercise Price |                   |     
|Date of Grant       |       | Granted |           | Per Share |                | Date Fully 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
|                    |       |         |           |           |                |                   |      |  |  |                  | 
|                    | Total |         |           | 237,164   |                |                   |      |  |  |                  | 
|                   
|                   
|                   
|                   
|Options ceded       |       |         | (12,882)  |           |                |                   | 1.00 |  |  |                 
|                   
|                   
|                   
|                   
|Options exercised   |       |         | (166,666) |           |                |                   | 1.10 |  |  |                 
|                   
|                   
|                   
|                   
|Options exercised   |       |         | (21,083)  |           |                |                   | 1.00 |  |  |                 
|                    |       |         |           |           |                |                   |      |  |  |                  | 
|Options outstanding |       |         | 36,533    |           |                |                   | 1.00 |  |  |                 
|                    |       |         |           |           |                |                   |      |  |  |                  | 



| |  |  | 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 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 vested 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 for the three and nine months
ended June 30, 2002 under APB Opinion 25 was $53,000 and $160,000,
respectively. Total compensation for the three and nine months ended
June 30, 2001 under APB Opinion 25 was $40,000 and $146,000,
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, 2002 would have decreased by $43,000 and $128,000,
respectively, resulting in net losses of $38,000 and $160,000,
respectively and basic losses per common share would have been $0.39
and $1.66, respectively. For the three and nine months ended June
30, 2001, stock option compensation cost would have decreased by
$40,000 and $126,000, respectively, resulting in net losses of
$98,000 and $1,158,000, respectively and basic losses per common
share would have been $0.10 and $1.16, respectively.                                                                                                                                                                                                                                                 

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##### Table of Contents






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, 2002 Compared to the Three Months Ended June 30, 2001

The Company closed its facility in Chanute, KS in May, 2001. At this time
there are no plans to reopen the facility and the building and fixtures are
being offered for sale. During the three months ended June 30, 2001 the Chanute
facility lost approximately $37,000. The propertys gross income was $51,000
in 2001 and its total expenses were $88,000 in 2001. Total property gross
revenue increased from $2,593,000 in the three months ended June 30, 2001 to
$2,688,000 in the three months ended June 30, 2002 reflecting generally higher
rental rates in spite of the loss of $51,000 in gross income due to the Chanute
closing. Property operating expenses increased in the 2002 period to
$2,155,000 from $2,148,000 in the 2001 period. This increase was attributable
to $88,000 lower expenses at the Chanute property offsetting increased
maintenance, marketing and personnel costs. Administrative expenses increased
from $148,000 in 2001 to $175,000 in 2002 reflecting higher personnel costs.
Stock option compensation increased from $40,000 in 2001 to $53,000 in 2002
reflecting the larger number of options outstanding in the current period.
Interest expense was $255,000 for the three months ended June 30, 2002 compared
to $246,000 for the three months ended June 30, 2001 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 2002 versus
$158,000 in 2001.

Nine Months Ended June 30, 2002 Compared to the Nine Months Ended June 30, 2001

During the nine months ended June 30, 2001 the Chanute facility lost
approximately $103,000 compared. The propertys gross income was $327,000 and
its total expenses were $430,000. Total property gross revenue increased from
$7,899,000 in the nine months ended June 30, 2001 to $8,006,000 in the nine
months ended June 30, 2002 reflecting generally higher rental rates offsetting
the loss of Chanutes gross income. Property operating expenses decreased in
the 2002 period to $6,423,000 from $6,771,000 in the 2001 period. This
decrease was attributable primarily to increased maintenance, marketing and
personnel costs offsetting the drop in Chanutes expenses of $430,000.
Administrative expenses increased from $486,000 in 2001 to $502,000 in 2002
reflecting higher personnel costs. Stock option compensation increased from
$146,000 in 2001 to $160,000 in 2002 reflecting the larger number of options
outstanding in the current period. Interest expense was $767,000 for the nine
months ended June 30, 2002 compared to $738,000 for the nine months ended

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##### Table of Contents



June 30, 2001 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 $457,000 in 2002 compared to $471,000 in 2001.

Liquidity and Capital Resources

Net cash provided by operations during the nine months ended June 30, 2002
was $421,000. The largest items offsetting the net loss of $288,000 were
depreciation expense of $457,000 and stock option compensation of $160,000.
The increase of $140,000 in accounts payable and accrued liabilities consists
largely of the difference between the interest accruing on the Companys major
notes payable and the amount required to be paid on those notes. This amount is
deferred by agreement to the maturity date of the notes.

The Companys investing activities for the nine months ended June 30, 2002
used $185,000. Improvements to the Companys properties, primarily the Fort
Madison, IA property used $276,000 and $91,000 of advances and investment was
repaid by the joint venture located in Cumberland, MD.

The Companys financing activities used $26,000 during nine months ended
June 30, 2002 consisting of regularly scheduled principal payments on tax
notes.

Cash and cash equivalents at June 30, 2002 totaled $398,000, up $210,000
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, repayment of debt 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 before
September 30, 2002. Management believes that, after years of pursuing refinance
sources without success due to the taint of the Bankruptcy filings that
resulted in the formation of the Company, the best source of funds to repay and
extend its secured indebtedness is the sale of assets.

On May 1, 2002 the Company received an offer to purchase the facility in
Cumberland, MD for $3,300,000 and the Companys 25% interest in the joint
venture also located in Cumberland, MD for $200,000. These offers were made by
entities controlled by directors and officers Richard J. Westin and Jesse A.
Pittore. Prior to accepting the offers received, the Company
held an auction of the properties on June 5, 2002 after advertising the auction
for the month of May in the national edition of the Wall Street Journal and the
Baltimore Sun. The Company received 30 responses seeking additional
information, which was provided, but no bids were received. The sale of the
joint venture interest closed on July 1, 2002. The sale of the Cumberland, MD
facility is pending and is expected to close prior to September 30, 2002. The
Company intends to use the majority of the proceeds of these two transactions
to repay and thereby extend the due date of the secured indebtedness from
September 30, 2002 to September 30, 2003.

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PART II

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



| | (a) |  | Exhibits.
| | --- |  | ---------

|            |  |                                                      
|----------- |  | -----------------------------------------------------
|Exhibit No. |  | Description                                          
|            |  |                                                      
|11          |  | Statement Regarding Computation of Per Share Earnings
|           
|           
|           
|           
|99.1        |  | Certification Of Chief Executive Officer             
|           
|           
|           
|           
|99.2        |  | Certification Of Principal Accounting Officer        



| | (b) |  | Reports on Form 8-K. The Registrant filed no reports on Form 8-K
during the quarter ended June 30, 2002.
| | --- |  | --------------------------------------------------------------------------------------------------------

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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                                                      
|               
|               
|               
|               
|                |  |                                                                          
|                |  |                                                                          
|August 11, 2002 |  | Richard J. Westin,
Chief Executive Officer                               
|               
|               
|               
|               
|                |  |                                                                          
|                |  |                                                                          
|August 11, 2002 |  | James P. Tolley,
Chief Financial Officer and
Principal Accounting Officer

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EXHIBIT INDEX

TO QUARTERLY REPORT ON FORM 10-QSB

FOR AGEMARK CORPORATION

|           |  |                                                      
|---------- |  | -----------------------------------------------------
|Exhibit No |  | Exhibit Description                                  
|           |  |                                                      
|11         |  | Statement Regarding Computation of Per Share Earnings
|          
|          
|          
|          
|99.1       |  | Certification Of Chief Executive Officer             
|          
|          
|          
|          
|99.2       |  | Certification Of Principal Accounting Officer        

13